Sambhaav Media Ltd Management Discussions

GLOBAL ECONOMIC SCENARIO:

The global economy during the year 2023-24 facing many challenges including geopolitical conflicts and mounting inflationary pressure. Geopolitical tensions between major powers like USA, Chaina, Russai, Isarail and Iran have significantly hampered global growth, global trade, investment sentiments and economic stability. Somewhere these conditions lead to trade disputes, sanctions, and geopolitical and investor confidence. Central Banks all over world therefore kept on delaying reduction in conflicts interest rates. Rising inflation rates have also been an area of concern for Central Banks to derail low interest rates. Continued innovations in the areas of artificialintelligence, automation, renewal energy could drive the next phase of global growth by increasing efficiencies and productivity. This could also disrupt traditional industries as well. As pe the World Economic Outlook by IMF, world economy is likely to continue to grow at 3.2 percent during 2024 and 2025. The global economy is expected to witness a synchronous rebound in 2025 as major election uncertainties are out and central banks across the world likely to announce a couple of rate cuts in next twelve months.

INDIAN ECONOMIC SCENARIO:

Indian economy has been resilient against global headwinds for three fiscal year Indian economic overview 2024. India registered remarkable growth rate of 8.4% in the third quarter of fiscal year 2024 and surpassed all expectations of economists and market analysts. At 6.8 percentage India continues to remain the fastest growing large economy. The next seven fiscal years will see India to cross $5 trillion mark and inching closure to $7trillion. India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships. Indias appeal as a destination for investments has grown stronger and more sustainable because of the current period of global unpredictability and volatility, and the record amounts of money raised by India-focused funds in 2022 are evidence of investor faith in the "Invest in India" narrative.

It is interesting to note that the pandemic years did not materially deflect the economys growth and march towards $5 trillion and subsequently targeted $7 trillion for mainly two reasons. One nominal GDP was only 2.8 percent below int pre pandemic trend level in fiscal 2024 and second a slower pace of rupee weakening. The rupee weakened 4% on average over fiscals 2021-2024, compared with

4.3% in the pre demic decade.

Indias economy is a complex mix of agriculture, manufacturing, and a rapidly growing service sector. In 2014, the government launched a ‘Make in India initiative, which aims to turn India into a global manufacturing hub through courting FDI, improving infrastructure, offering to firms and improving the ease of doing business. Other schemes like PLI to make India global manufacturing hub financial has created tremendous vibrancy in industry. Indias trade policy has evolved from protectionism to liberalization in recent decades. The country has steered clear of recently created trading blocs in the Asia-Pacific region, such as the CPTPP or the RCEP, due to concerns over foreign firms undercutting local producers, somewhat limiting access to overseas markets. In early 2023, India overtook China as the worlds most populous nation; the demographic gap between the two will widen going forward. Indias large and young population presents both challenges and opportunities. While it offers a vast labor pool and a growing consumer market, it also poses challenges in terms of ensuring sufficient job creation and skill development.

The government is also focusing on renewable sources by achieving 40% of its energy from non-fossil sources by 2030. India is committed to achieving the countrys ambition of Net Zero Emissions by 2070 through a five-pronged strategy,

India ranked 3rd in the renewable energy country attractive index. According to the McKinsey Global Institute, India needs to boost its rate of employment growth and create 90 million non-farm jobs between 2023 to 2030 in order to increase productivity and economic growth. The net employment rate needs to grow by 1.5% per annum from 2023 to 2030 to achieve 8-8.5% GDP growth between same time period. Indias current account deficit (CAD) narrowed to 1.2% of GDP in the October-December quarter. The CAD stood at US$

11.4 billion or 1.3% of GDP in the preceding quarter. This was largely due to higher service exports.

According to HSBC Flash India PMI report, business activity surged in April 2024 to its highest level in about 14 years as well as sustained robust demand. The composite index reached 62.2, indicating continuous expansion since August 2021, alongside positive job growth and decreased input inflation, affirming Indias status as the fastest-growing major economy. As of Jan 12, 2024, Indias foreign exchange reserves stood at US$ 619 billion. In 2023, India saw a total of US$ 49.8 billion in PE-VC investments. Merchandise exports in March 2024 stood at US$ 41.68 billion, with total merchandise exports of US$ 437.06 billion during the period of April 2023 to March 2024. India was also named as the 48th most innovative country among the top 50 countries, securing 40th position out of 132 economies in the Global Innovation Index 2023. India rose from 81st position in 2015 to 40th position in 2023. India ranks 3rd position in the global number of scientific publications. In March 2024, the gross

Goods and Services Tax (GST) stood at second highest monthly revenue collection at 1.78 lakh crore (US$ 21.35 billion), of which CGST is 34,532 crore (US$ 4.14 billion), SGST is 43,746 crore (US$ 5.25 billion). Between April 2000

December 2023, cumulative FDI equity inflows to India stood at US$ 971.52 billion. In February 2024, the overall IIP (Index of Industrial

Production) stood at 147.2. The Indices of Industrial Production for the mining, manufacturing and electricity sectors stood at 139.6, 144.5 and 187.1, respectively, in February 2024. According to data released by the Ministry of Statistics & Programme Implementation

(MoSPI), Indias Consumer Price Index (CPI) based retail inflation reached 5.69% in December 2023. Foreign Institutional Investors (FII) inflows between April-July (2023-24) were close to 80,500 crore (US$ 9.67 billion), while Domestic Institutional Investors (DII) sold 4,500 crore (US$ 540.56 million) in the same period. As per depository data, Foreign Portfolio Investors (FPIs) invested (US$ 8.06 billion) in India during January-April 2024. The wheat procurement during RMS 2023-24 (till May) was estimated to be 262 lakh metric tonnes (LMT) and the rice procured in KMS 2023-24 was 385 LMT. The combined stock position of wheat and rice in the Central Pool is over 579 LMT (Wheat 312 LMT and Rice 267 LMT). As India moves into its Amrit Kaal, it will be vital to plan for elements that can hamper growth. While the Government of India has been strategic in its macro-fiscal response during the pandemic and the geopolitical conflict, continued prudent macro-economic management focused on managing and stabilising inflation and currency, ensuring policy predictability, and proactively de-risking the economy will be critical for India to continue to attract domestic and global investor.

INDUSTRY OVERVIEW:

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

This significantly aided the countrys industry and made India leading in terms of digital adoption and provided companies with uninterrupted rich data to understand their customers better. India has also experienced growing opportunities in the VFX sector as the focus shifted globally to India as a preferred content creator.

Proving its resilience to the world, Indian M&E industry is on the cusp of a strong phase of growth, backed by rising consumer demand and improving advertising revenue. According to a FICCI-EY report, the advertising to GDP ratio is expected to reach 0.4% by 2025 from 0.38% in 2019.

The Indian Media & Entertainment (M&E) sector is set for substantial growth, with a projected 10.2% increase, reaching 2.55 trillion

(US$ 30.8 billion) by 2024 and a 10% CAGR, hitting 3.08 trillion (US$ 37.2 billion) by 2026. Advertising revenue in India is projected to reach 330 billion (US$ 3.98 billion) by 2024. The share of traditional media (television, print, filmed entertainment, OOH, music, radio) stood at 57% of the media and entertainment sector revenues in 2023. The countrys entertainment and media industry is expected to see a growth of 9.7% annually in revenues to reach US$ 73.6 billion by 2027. Revenue of the Indian video OTT market that is dominated by players such as Amazon Prime Video, Netflix, and Disney+ Hotstar is set to double from US$ 1.8 billion in 2022 to US$ 3.5 billion by 2027.

The Indian media and entertainment sector posted a robust 19.9% growth in 2022 and crossed the 2 trillion (US$ 24 billion) mark in annual revenue for the first time led by a sharp jump in the digital advertising mop-up. In 2024, the projected revenue in the Digital Media market in India is expected to reach US$ 10.07 billion. It is expected to contribute 38% to the overall advertising industry in India, on par with television. The OTT segment is likely to grow at a remarkable CAGR of 14.1% to reach 21,032 crore (US$ 2.55 billion) in 2026. Subscription services, which accounted for 90.5% of revenue in 2021, are projected to account for 95% of revenue by 2026.

The AVGC sector is estimated to grow at ~9% to reach ~ 3 lakh crore (US$ 43.93 billion) by 2024, stated Union Minister of Commerce & Industry, Consumer Affairs & Food & Public Distribution and Textiles, Mr. Piyush Goyal. Year 2023 recorded US$ 575 million in PE/VC investments in the media and entertainment sector, an 84% decline y-o-y. In Q3 of CY23, eight deals were recorded in the media and entertainment sector of India at US$ 269 million. FDI inflows in the information and broadcasting sector (including print media) stood at US$ 10.87 billion between April 2000-September 2023. Indian Over-The-Top (OTT) platforms have demonstrated significant growth in the global market, witnessing a 194% increase in revenue from international viewers over the last two year.

The Indian OTT audience universe currently stands at 481.1 million people, of these, 138.2 million are active paid OTT subscriptions in

India. Indias Direct-To-Home (DTH) Services market is expected to expand to US$ 7.59 billion in 2029 from US$ 6.48 billion in 2023, growing at a CAGR of 2.8%. Indias SVOD subscriptions reached 130.2 million in 2022 compared to 110.5 million in 2021. As per GroupMs TYNY report 2023, India was ranked 8th by global ad spend, and will continue as the fastest growing market among the top 10 ad markets in 2023. Advertising revenue in India is projected to reach 330 billion (US$ 3.98 billion) by 2024.

Key growth drivers included rising demand for content among users and affordable subscription packages. Indias media and entertainment industry is the fifth largest market globally and is growing at the rate of 20% annually, according to Union Information and Broadcasting Minister Mr. Anurag Thakur. The Indian mobile gaming market is poised to reach US$ 7 billion, in value, by 2025. The online gaming segment grew 22% to become the fourth largest segment of the Indian M&E sector in 2023, displacing filmed entertainment. The music industry is expected to reach US$ 445 million by 2026 from US$ 180 million in 2019. According to a study conducted by Kantar and

VTION, an audience measurement and analytics company, Gaana, the streaming service owned by Times Internet Ltd., had 30% market share, followed by JioSaavn (24%), Wynk Music (15%), Spotify (15%), Google Play Music (10%), and others (6%) in 2020.

The FICCI EY media and entertainment report 2023 said that in 2023, music streaming in India had an audience of approximately 185 million of which the paid subscriber base was just around 7.5 million. About 1 million music streams were played every 3 minutes in FY23, totalling 460 million streams per day, according to a report by RedSeer Strategy Consultants. Spotify led Indias music and audio streaming market in FY23 with a 26% share, as compared to just 11% share in FY20. Growth of the sector is attributable to the trend of platform such as YouTube that continues to offer recent and video content-linked music for free, which is expected to drive the paid OTT music sector reaching ~5 million end-users by 2023, generating revenue of ~ 2 billion (US$ 27 million). By 2025, the number of connected smart televisions are expected to reach ~40-50 million. 30% of the content viewed on these screens will be gaming, social media, short video, and content items produced exclusively for this audience by television, print and radio brands. By 2025, ~600-650 million Indians, will consume short-form videos, with active users spending up to 55 to 60 minutes per day. OTT video services market

(video-on-demand and live) in India is likely to post a CAGR of 29.52% to reach US$ 5.12 billion by FY26, driven by rapid developments in online platforms and increased demand for quality content.

INR in billion (gross of taxes) I EY estimates

Future Outlook of Industry:

Artificial Intelligence and Automation:

AI and automation are transforming Media Industry in a big way. AI in news media is employed for tasks like automated article generation, sentiment analysis, and personalized content recommendations. It aids in news curation, fact-checking, and optimizing content delivery based on audience preferences. AI to increase customer satisfaction, expedite procedures, and deliver personalized information. One primary way AI in media and entertainment is through content development. AI algorithms can analyze large data sets to create content intended for specific audiences.

Direct-to-Customer communities will be developed

Radio will build-out communities through its RJs, using interactivity, gaming, quizzing etc., to enable the generation of audience data and providing segmented audiences to advertiser In addition, radio can generate transaction revenues from the focused/ niche communities it has a loyal base in, by meeting other needs they may have. News and community podcasts could also enable D2Ccommunity building.

Content production will increase importance

Utilizing the inherent entertainer DNA of its programming staff, content creation across short and episodic forms can be a revenue earner for radio; given that smartphone penetration will be 3 x TV screen penetrations by 2025 - this could be a huge opportunity. Voice products on smart speakers and smart phones will also provide growth opportunities to radio Companies.

Rising popularity of internet radio

Internet provides radio users music search capabilities, curated and personalized radio channels and playlists based on their listening habits along with enhanced sound quality. While most radio players have an online presence, they are also collaborating with online streaming portals to offer both online radio as well as curated streaming music services to users via the same platform.

Advertisers transition to digital audio

Radio advertisers are turning towards digital. It allows marketers to more definitively target specific locations and tailor messaging and ad creative as per consume. In several cases, this still involves AM/FM radio stations, which offer national, regional and local clients a complete digital menu. Many media buying and planning tools (programmatic platforms) present buyers with ways to select inventory across national and local broadcasters, as well as traditional and pure-play offerings. While radio stations look to programmatic for workflow automation, additional revenues, and inventory protection; ad buyers prefer programmatic to make ad campaigns more effective and efficient. Radio broadcasting industry is witnessing convergence with other media and technology companies to reduce cost of production. Radio players are increasingly looking at mergers or partnerships with other media companies to counter growing competition. Furthermore, media companies are looking to provide multiple services, such as music streaming, online radio under a single package. Similarly, some TV broadcasters also provide access to radio stations as well.

Radio automation software gaining traction:

Radio broadcasting Companies are using automation software to run their stations 24/7, stream line workflows across multiple markets and reduce operating costs. This helps creative teams to focus on new content creation, instead of operational effectiveness.

THE COMPANY:

Business Area

Your Company operates in M&E industry with newspaper, magazine in print media, News Channel in electronic media; and GPS, Web application in digital media. Your Company is a complete media house having presence in Print to Electronic Media. The product portfolio of your Company (as mentioned in detail in the initial part of this report) comprises innovative, technology based and established products that have top-of-mind recall and are leaders in their respective categories. Your Company has successfully started all permitted FM frequency in Late 2022 and have presence at Gujarat i.e. Bhavnagar, Jamnagar, Junagadh, Porbandar, Veraval, Mehsana, Bharuch, Baderwah, Kathua, Poonch, Godhra, Kargil, Leh . This strategically puts your Company to advantage in saturating the Gujarat market, while diversifying the geographical presence.

The Company has developed a unique business model of print to electronic media. Your Company has successfully leveraged the newspaper expertise to grow into other associated businesses like TV channels and such innovative products/solutions for readers, advertisers, viewers, and now listeners of FM and unique techno-based communication projects. An integrated well-balanced print-to-electronic presence provides hedging. This diversified model of business has shown great strength and resilience in the past years of challenging business environment. While Vehicle Tracking System contract of GSRTC assure timely and confirmed recovery of dues, whereas the advertisements ensure better profitability margins.

Project Selection and Execution

Your Companys comprehensive evaluation of opportunities in media projects includes the following parameters:

Advertiser: Constitution, financial strength, bureaucratic structure, track record with others/ us, contract management strength, appropriateness of advertisement for local market, etc.

Pre-development: Financing flexibility to fund the content generation, community/ political participation/ opposition, government stability over the life of the project, regulatory approval delays, etc. Finance: Commercial viability of the project, capacity of the lender to evaluate and speed in providing the credit lines, repayment mechanism, credit availability on viable terms, etc. Publishing/ broadcasting: Viability of the design/technology, availability of artists and content, outlook of content cost, content provider failure, etc.

Market: Local economic conditions, demand-supply outlook, interest/ inflation rate scenario, etc.

Your Company has developed fundamental understanding of the process and its many facets. To be successful, your Company must manage not only its own performance, but also the collaboration of numerous professionals representing multiple disciplines. Throughout this process, your Company has to identify and mitigate inherent risks that can threaten the viability of the project. It is broadly evaluated in three parts: 1) preliminary considerations, market analysis, financial analysis, and strategic marketing; 2) content selection and due diligence, royalties, entitlements, permissions, etc.; and 3) publishing and broadcasting management. Hence, with sufficient due-diligence the project is selected and execution is carried-out accordingly by your Company. Your Companys Quality

Management System is ISO 9001:2015 accredited by QSA International, UK that include Planning, Design & Development, Execution and Operations Activities for Media Products.

Project Management and Monitoring:

Your Company has adopted an integrated system for planning, scheduling, monitoring and control of the approved project under implementation. To co-ordinate and synchronize all the support function of Project Management it relies on an Integrated Project Management Control System which integrates its project management, contract management and control function addressing all stages of project implementation from concept to commissioning. Various features for information delivery of ERP facilitate project tracking, issues resolution and management interventions on a regular basis. Integrated ERP platform for monitoring and controlling of critical project activities spread across various functions projects, contracts, finance and execution. This will help in decision support through timely identification of critical input and provide a holistic approach towards project implementation and major project milestones.

Financial Resources

The foremost source of finance of your Company has traditionally been internal accruals and borrowings from banks. Your Company has made financial arrangement with banks by availing credit facilities and reclassification of existing credit facilities and financial institutions for its various long-term and working capital requirements.

OPPORTUNITIES

Your Company foresee ample opportunities in M&E industry. The rapid urbanization is likely to boost metaphorical growth in years to come. All these would ultimately generate a demand to boost local economies. Further, the various government initiatives (e.g. Wise TV, Vehicle tracking system, etc.) envisaging providing an experience to its citizen shall also offer opportunity to the M&E player to grow in years to come. The envisaged opportunities are discussed further. Your Company is favorably placed to participate in the opportunities arising from the home-state that is considered the Growth Engine of India.

Government advisory to have inbuilt radio in mobile handset shall boost listenership. It shall also help Radio to cater to clients who want to reach out to the end consumer With digital medium grasping interest of audience very rapidly, Radio is as always protagonist in experimenting. Be it content or solution, Radio is providing 360degree solution to client. Earning from on grounds, events, by creating IPs and podcast is becoming new way to add money in the kitty.

THREATS – RISKS & CHALLENGES:

Fast Changing Technology: The biggest threat being faced by the Media and Entertainment Industry is about fast changing technology. Only a few percentages of players in the media industry are welcoming new technologies to their area of work, while the majority are hesitant and are concerned about the backfire or the trouble these new "uncommon" solutions will cause. This results in dependency on outdated methodologies making it difficult for the players to communicate business between themselves. Use of terms like "big data", "artificial intelligence", "automation" etc.

Cyber Attack: The other most important threat presently being faced is increasing Cyber Attack instances. Attackers frequently use surface, deep and dark web chatrooms and forums to plan attacks, choose targets and sell hacking services. This chatter can become useful intelligence for media and entertainment agencies looking to thwart attacks on talent, fans and brand before they occur. Early warning of stolen credentials, account hacking attempts and impersonations is necessary to protect media brands and talent alike.

Within the media and entertainment industry, ZeroFox identified 450,000 incidents related to cyber attack chatter within the specified time period.

Scale of audience: Understanding the scale of change of online audiences and digital media in India is constraints affecting growth and smooth functioning of your Company. The industry in which your Company operates is highly evolving and is becoming techno driven. The change is trend in society impacts substantially to the business of your Company. Macroeconomic environment: Macroeconomic environment can be a potential source of risk. Moderating growth, along with high inflation,can adversely impact advertising revenues of your Company, which forms the largest component of your Companys revenues.

Changing Trend: It may not be possible to consistently predict audience tastes. Peoples tastes vary quite rapidly along with the trends and environment they live in. In such markets it is virtually impossible to make prediction. Competitive environment: Your Company operates in highly competitive environment that is subject to innovations, changes and varying levels of resources available to each player in each segment of business. Your Company has been able to maintain its business volumes in circulations and/ or advertisements despite of the major affecting factors e.g. changes in technology, social trends, lifestyle of the people, competition with the other local/regional media houses.

Apart that your Company has identified various risks associated with the business and its mitigating steps as under.

Risk	Explanation		Mitigation Approach
Pandemic risk	Any epidemic/pandemic can		Your Company Operates in media sector which includes both kind of
	cause interruption/disruption in the		employees such as field work and non field work. Media sector is accountable
	execution and business		for latest updates/impact/effect in economy and there actual status. Therefore
			strict adherence to the government/HSE guidelines in place and in addition to
			that your Company focuses to ensure the health and safety of all employees,
			labourers, suppliers and channel partners, while initiating stringent measures
			to control costs and strengthen cash flows.
Interest rate risk	Your Companys interest costs are		Your Companys liquidity and borrowing are managed by professional at
	impacted by market rates.		Senior management level. The interest rate exposure of your Company is
			reduced by matching the duration of investments and borrowings.
Credit risk	Your Companys Principals ability		As per your Companys policy only well-established institutions/corporate
	to pay can have an impact on the		are approved as counter parties. Exposure per counter party is continuously
	financial result.		monitored.
Liquidity risk	Acceptable liquidity levels are		In addition to its own liquidity, your Company enjoys credit facilities with the
	required in order to achieve		largest Bank of the country as well as other banks/financial institutions of
	desired financial results.		high-standing and good repute. Processes and policies related to such risks
			are overseen by senior management. Management monitors the groups net
			liquidity position through rolling forecast on the basis of expected cash flows.
Competitor risk	Competitors find ways to operate		Your Company aims to be the cost and value leader, meaning striving to
	with better functioning/latest		innovate and bring new and increased value through the innovation to our
	technologies.		customers while at the same time working to assure that your Companys
			operations are world class in terms of efficiency, cost and popularity.
Economic		Your Companys customers		Your Company has a highly diversified and well balanced customer base. The
down turn		could be impacted by a major		risk is therefore spread very widely on customer, regional and industrial sector/
		economic down turn resulting in		segment perspective. Your Companys flexible business model is capable to
		lower demand for their respective		set operational priorities in the face of changing economic scenario. Your
		marketing.		Company uses market data intelligence to follow and anticipate developments
				allowing proactive management of changing market conditions.
Execution risk		It depends on various factors e.g.		Your Company manages the adversities with cautious approach, meticulous
		labour availability, raw material		planning and by engaging established and repute printers, dedicated
		prices, receipt of approvals and		employees and well established compliance Framework.
		regulatory clearances, access to
		utilities, weather conditions, and
		absence of contingencies such as
		litigation.
Input cost		Significant changes in raw material		Your Company has established a proficient supply chain and well equipped
fluctuations		costs and maintenance cost can		with technical support which assures to play in a highly competitive manner.
		impact the profitability.		Raw material cost indexes could also be included in contractor/supplier
				agreements.
Labour disputes		Industrial disputes lead to		Your Company maintains an open and positive relationship with all the
		industrial action with impacts		employees, sub-contractors, workers, etc.; as exemplified by not a single
		your Companys ability to meet		instance of any such dispute so far.
		principal/client demands.
Corrupt or		Your Companys employee or		Your Company takes a proactive approach to assure awareness of demanded
fraudulent		employees fail to adhere to your		ethical standards by education, compliance programmes including anti-
actions carried		Companys Code of Conduct and		corruption, anti fraud and antitrust. The work to follow up adherence is
out by your		related policies and requirements		facilitated by the whistle blower function and a risk-and incident based audit
Companys		and act in a fraudulent or corrupt		system.
representatives		manner leading to financial
		penalties and reputation damage.
Non-		The diverse nature of your		Your Company has put in place comprehensive and robust compliance
compliance		Companys business and		programme which is based on your Companys Code of Conduct. The
with applicable		operations means that your		compliance programme is put in place to ensure that applicable laws and
laws		Company is required to adhere to		regulations are identified, understood and adhered to
		numerous laws and regulations
		related to all aspects of its activities.
		Failure to meet these requirements
		could lead to legal and financial
		consequences as well as damage
		to your Companys reputation.
Legal risks		In connection with the revenue of		Your Company has put in place policies, procedures and training programs
relating to		your Company and in the purchase		in order to make sure that legal risk relating to our business activities are
our business		of materials and services from our		identified and that risk decisions are taken on the appropriate level. In
activities		suppliers, consultants, etc. large		addition, independent professional legal counsels support your Company
		potential liabilities may occur in		indentifying and handling legal risks. The legal counsels work closely with the
		case of e.g. late delivery, delivery		Senior management and provide contract drafting and negotiation support,
		of defective products, unfulfilled		claim and litigation management, support, training and general advice.
		service commitments and in correct
		advice. Therefore, it is important
		that all such risks are identified,
		that risk decisions are taken on the
		appropriate level and that carefully
		worded contractual provisions
		aiming at reducing your Companys
		liabilities are included in contracts.

RISK MANAGEMENT POLICY:

Your Company believes that Risk management is a holistic, integrated, structured and disciplined approach to managing risks with the objective of maximizing shareholders value. It aligns strategy, processes, people & culture, technology and governance with the purpose of evaluating and managing the uncertainties faced by the organization while creating value. With this vision to integrate risk management with the overall strategic and operational practices, an Enterprise Risk Management Framework has been established by the Company; as a comprehensive set of components that provide the foundations and organizational arrangements for designing, implementing, monitoring, reviewing and continually improving risk management throughout the organization. As explained herein above, the core team of the management continuously access and ascertain various risks and also work on mitigating factor The risk management policy of the Company therefore includes two fundamental tasks to identify the risks at very nascent stages of processes and immediate thoughtful actions to minimize or mitigate the risks.

CORPORATE GOVERNANCE:

Your Companys Corporate Governance philosophy is based on conscience, openness, fairness, professionalism and accountability.

These qualities are ingrained in its value system and are reflected in its policies, procedures and systems. Your Company not only believes in adopting the best corporate governance system but also in proactive inclusion of public interest in its corporate priorities. The Company has its mission, vision, goals and core values. The Company is being governed in accordance with the policies, code of conducts, charters and various committees are formed in accordance with the law to ensure governance. The Companies Act, 2013 and SEBI Listing Regulations have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the law and listing regulations. The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries and Whistle Blower Policy. These policies are available on the website of the Company at www.sambhaav.com. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. Pursuant to Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at www.sambhaav.com. A separate report on Corporate Governance is provided together with a Certificate Company regarding compliance of conditions of Corporate Governance as stipulated under Listing Regulations. A Certificateof the CEO and CFO of the Company in terms of Listing Regulations, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

WORK CULTURE AND HUMAN RESOURCES:

SAMBHAAV believes that its people are the biggest driver of success and the Company has a strong focus on attracting, developing and retaining talent. The people strategy of the Company is founded on three pillars – improving the employer brand, creating an organizational context that inspires employees to do their best and being future ready through capability building and talent pipelining. All current and future interventions are focused on driving one or more of these outcomes. The management believes in team work and a corporate environment which is self-motivating. Your Company has successfully developed a work force of people over a period of time. The top management is acting as the governing force in creating and maintaining the corporate work culture. Our Vision is to raise our own benchmarks with every successive endeavour and it is possible only by making every employee a fully engaged and aligned team member.

INTERNAL CONTROL SYSTEM:

Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control processes and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management policies and systems. The Accounting Policies are reviewed and updated from time to time. Your Company has put in place comprehensive systems and procedural guidelines concerning other areas of business, too, like budgeting, execution, content management, quality, safety, procurement, asset management, human resources etc., which are adequate and necessary considering the size and level of operations of the Company.

The management has been making constant efforts to review and upgrade existing systems and processes to gear up and meet the changing needs of the business.

FINANCIAL PERFORMANCE: has shown slight downward trend when compare to previous year. The overall OurCompanyhasregistered financial performance of your Company on various parameters is as under.

Total Income:

Total Income has decreased by 0.46 % from 4,245.41 Lakh for FY-2022-2023 to 4,226.02 Lakh for FY-2023-24, it is noted that income in year 2024 has been slightly decreased compared to the previous year.

Revenue from Operations:

Operating revenue is decreased by 2% from 4,020.90 Lakh for FY-2022-23 to 3,941.66 Lakh for FY-2023-24 due to market slow down as prime reason. Moreover, it is observed economic conditions, market trends, changes in consumer behavior, and other external factors have also played a significant role in decrease in income.

Expenditure other than Finance and Depreciation & Amortization:

Total Operational expenditure other than Finance and Depreciation & Amortization has been decreased by slightly from 3,391.49 Lakh for FY-2022-23 to 3,391.47 Lakh for FY-2023-24. In year operational expenses are almost equal when compared to last year in view of fact that Administration and accounts efforts were minimise the expenses.

Profitability:

At EBIDTA level, it has also decreased by 2.3% from 853.92 Lakh for FY 2023 to 834.55 Lakh for FY 2024 mainly due to Revenue from operation is less this year compared to last year.

Net Worth:

The total net worth of the Company at March 31, 2023 was 8,209.03 Lakh which has increased to 8,249.31 Lakh at March 31, 2024 because of 40.29 Lakhs profit earned by the company at the end of financial year.

FINANCIAL POSITION:

Financial Position at March 31, 2024 as compared to March 31, 2023 is furnished further.

SOURCES OF FUNDS:

Share Capital, Reserves & Surplus:

The Paid-up Equity Share Capital of the Company at March 31, 2024 stands at 1,911.11 Lakh and there is no change in the paid share capital of the Company during the year. On the other hand, Reserves & Surplus at March 31, 2024 stands at 6,338.20 Lakh as compared to 6,297.92 Lakh at March 31, 2023. Since the company has earned a profit, the Reserve & Surplus for the year increased the retained earnings.

Debt:

Total debt of company decreased by 367.55 lakhs and now the same is stood at 725.35 Lakh at March 31, 2024 as compared to 1,092.90 lakhs as on March 31, 2023. The company has utilized less working capital compared to last year. Our Company expanded its operations, or entered new markets, which required additional working capital to support these initiatives, however, recovery of payments timely from customers can have a significant impact on a companys working capital and cash flow Especially when customers made timely to pay their outstanding.

Current Liabilities and Provisions: -

Current Liabilities and Provisions mainly representing Trade Payables, Secured Loans, Statutory Dues, Advances received from

Customers, short term provisions for Employee Benefits and other payables, Tax Liability etc. The same has been decreased by 345.22 Lakh and stood at 246.43 Lakh as on March 31, 2024 as compared to 591.65 Lakh at March 31, 2023.

APPLICATION OF FUNDS: Non-Current Assets Fixed Assets:

Our Companys Fixed Assets has been decreased by 414.42 Lakh and the same was stood at 4,630.33 Lakh as on 31/03/2024 compare to it was standing at 5,044.75 Lakh as on 31/03/2023. The same is mainly due to Depreciation and Amortisation element. As Fixed Assets are used or consumed in the companys operations, their values are systematically reduced on the balance sheet through depreciation and amortization expenses.

Non-current Investments:

Non-current Investments have increased by 304.81 Lakh and the same was standing at 976.39 Lakhs as on 31/03/2024, as compared to previous year, it was standing at 671.58 Lakh as on 31/03/2023. The same has been effected as our company has increased investment to others company.

Long term loans and advances:

The decrease in the long-term loans and advances from 1,314.70 Lakh at March 31, 2023 to 797.66 Lakh as on March 31, 2024 is mainly on account of business operations.

Current Assets:

Current Assets mainly represent current investment, Inventories, Trade Receivables, Cash & Bank Balances, Short term loans and advances and Other Current Assets. The decrease in current assets has been reported by 664.82 Lakh. The same was standing at

3,801.29 Lakh as on 31/03/2023 to 3,136.47 Lakh as on 31/03/2024, is mainly attributable to decrease in other current assets.

Inventories:

Raw Material and Components valued at Cost used by the Company decreased by 14.91 Lakh i.e. from 17.87 Lakh at March 31, 2023 to 2.96 Lakh at March 31, 2024.

Trade Receivables:

Trade receivables stood at 1,585.01 Lakh at March 31, 2024 as against 1,489.01 Lakh at March 31, 2023. Major reason in increase of trade receivable due government business and company is collecting its outstanding customer payments more efficiently. Improved collection process and Stringent Credit Policies of the company.

Cash and Bank Balances:

The cash and bank balances lying with the Company, at March 31, 2024 are 31.49 Lakh as against 42.27 Lakh at March 31, 2023.

Short Term Loans and Advances:

There was decrease of 714.27 Lakh in current portion of Inter corporate loan, other advances and Advance tax i.e. from 2,231.28 Lakh at March 31, 2023 to 1,517.01 Lakh at March 31, 2024.

Key Financial Ratios:

Ratio	FY 2024	FY 2023	Changes & Explanation
Days Sales Outstanding (in Days)	147	135	Days Sales Outstanding represents average number of days within
			which payments are received from the clients. During the year several
			revenues from business received from the Government advertisements
			was delayed and therefore the ratio is increased in FY 2024 as compared
			to FY2023.
Interest Coverage Ratio (in Times)	0.85	0.54	Debt service coverage ratio improved during the year on account of
			profit during the year
Current Ratio (in Times)	3.23	2.26	Current Asset Ratio has improved on account of reduction in Trade
			Payables i.e. current liability during the year
Debt Equity Ratio (in Times)	0.21	0.34	Debt reduced during the year resulting into lower debt equity ratio
Operating Profit Margin (%)	21.17	21.24	There is insignificant change in Operating ProfitMargin during the year as
			compared to the previous financial year and remain almost unchanged.
Net Profit Ratio (%)	0.89	(5.71)	The Company has earned profit during the year resulting into increase
			in Net Profit Ratio
Return on Net Worth (%)	1.42	(0.17)	Return on Net worth position improved as compared to the previous
			financial year because of increase in profitability of the Company due
			to reduction in high interest bearing debt and operational efficiencies.

Forward Looking Statement

This Annual Report contains forward-looking statements, which may be identified by their use of words like ‘plans, ‘expects, ‘will,

‘anticipates, ‘intends, ‘projects, ‘estimates, or other words of similar import. All statements that address expectations or projections about the future, including but not limited to statements about the Companys strategy for growth, product development, market position, expenditure, and financial results, forward-looking statements. Forward-looking statements are based on certain assumptions and expectations of future events. The Company cannot guarantee that these assumptions and expectations are accurate or will be realized. The Companys actual results, performance or achievements could thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward- looking statements, on the basis of any subsequent developments, information or events.