Sandesh Ltd Directors Report

To the Members,

THE SANDESH LIMITED

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 Companys financial performance, on a Standalone and Consolidated basis, for the FY ended March 31, 2025, is summarized below: (_ in Lakhs)

				(_ in Lakhs)
	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	29234.32	32,018.84	29418.38	32,208.83
Other Income	3705.56	16,552.37	3729.94	16,577.96
Total Revenue	32939.88	48,571.21	33148.32	48,786.79
Operating Expenditure other than Depreciation and Financial Cost	22345.43	23,820.19	22574.70	24,032.51
EBIDTA	10594.45	24,751.02	10573.62	24,754.28
EBIDTA Margin	32.16%	50.96%	31.90%	50.74%
Finance Cost	20.36	25.67	20.36	25.67
Depreciation & Amortization Expenses	722.31	650.16	732.02	662.75
Total Expenditure	23088.10	24,496.02	23327.08	24,720.93
Exceptional Item	47.49	12.63	47.49	12.63
Profit Before Tax	9899.27	24,087.82	9868.73	24,078.49
Provision for Current Tax, Deferred Tax & Other Tax Expenses	2153.61	5218.63	2156.58	5219.92
Profit After Tax	7745.66	18,869.19	7712.15	18,858.57
PAT Margin	23.51%	38.85%	23.27%	38.66%

2. Review of Operations and the state of the Companys 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 Companys 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 Companys 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 reappointment 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:

Sr. No. Name	DIN	Executive/ Non- executive	Designation
1. Shri Falgunbhai C. Patel	00050174	Promoter Executive	Chairman and Managing Director
2. Shri Parthiv F. Patel	00050211	Promoter Executive	Managing Director
3. Shri Rahoul Rajivkumar Shah	00054684	Executive	Whole-time Director
4. Shri Bijal Hemant Chhatrapati	02249401	Non-Executive	Independent Director
5. Dr. Gauri Trivedi	06502788	Non-Executive	Woman Independent Director
6. Shri Keyur Dhanvantlal Gandhi	02448144	Non-Executive	Independent Director
7. Shri Sudhin Bhagwandas Choksey	00036085	Non-Executive	Independent Director
8. Smt. Pannaben F. Patel	00050222	Promoter Non-Executive	Woman Director

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:

Shri Falgunbhai C. Patel	Chairman and Managing Director
Shri Parthiv F. Patel	Managing Director
Shri Sanjay Kumar Tandon	Chief Financial Officer
Shri Hardik Patel*	Company Secretary & Compliance Officer
Shri Hardik Joshi#	Company Secretary & Compliance Officer

*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:

Sr. No. Name of the Director	DIN	Designation
a. Shri Bijal Hemant Chhatrapati*	02249401	Non-executive Independent Director
b. Dr. Gauri Trivedi	06502788	Non-executive Women Independent Director
c. Shri Keyur Dhanvantlal Gandhi*	02448144	Non-executive Independent Director
d. Shri Sudhin Bhagwandas Choksey*	00036085	Non-executive Independent Director

* 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 from April 01, 2024. 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 pro_ciency, 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 Companys 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.

I. Nomination and Remuneration Policy:

In terms of Section 178(3) and Section 178(4) of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations, the Directors of the Company have, on the recommendation of the Nomination and Remuneration Committee, framed and adopted the Nomination and Remuneration Policy for nomination and remuneration of Directors, KMP, Senior Management Personnel ("SMP"), and other employees of the Company. The Policy aims to establish a transparent, performance-driven framework for compensating Directors, KMP, SMP, and other employees as decided by the Nomination and Remuneration Committee from time to time. The said policy seeks to attract, retain, and motivate talent, align remuneration with short and long-term Company goals, ensure market competitiveness, establish a clear relationship between remuneration and performance, and comply with the applicable provisions of the Act and the Listing Regulations. The remuneration paid to Directors, KMP, SMP, and other employees of the Company is as per the terms laid down in the Policy. The managing director(s) of the Company do not receive remuneration or commission from the subsidiary of the Company. The Board at its meeting held on May 29, 2025, based on the recommendation of the Nomination and Remuneration Committee, approved revisions to the Policy.

The salient features of this Policy are outlined in the Report of the Corporate Governance, and the policy is also available on the website of the Company and can be accessed at: https://epapercdn.sandesh. com/investors/xv.%20Nomination%20and%20 Remuneration%20Policy.pdf.

J. Annual Performance Evaluation by the Board:

Pursuant to the provisions of the Act read with the rules made thereunder and as provided in Schedule IV to the Act and applicable regulations of the Listing Regulations, the Board has made an annual evaluation of the performance of the Board, its Committees, Directors, and of the Independent Directors individually and the findings were thereafter shared with all the Board Members as well as the Chairman of the Company. Further, in terms of the provisions of Regulation 17(10) of the Listing Regulations, the Board has carried out an evaluation of the performance of the Independent Directors without the presence of the Director being evaluated and an evaluation of the fulfillment of the independence criteria as specified in the Act and the Listing Regulations and their independence from the Management. The Independent Directors have also evaluated the performance of the Chairman, Executive Directors, the Board, and other Non-Independent Directors.

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 Boards 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 Companys 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 Companys website and can be accessed at https://sandesh.com/investor-relations. The financial statements of the subsidiary of the Company are available on the Companys 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 Auditors 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 _ne 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 _ne 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 todays 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 Companys 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 Companys 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 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. 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 Companys 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 afirms 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 afirmed compliance with the said Code for the FY 2024-25. The Certificate from the Chairman & Managing Director afirming 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 arms 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 Companys 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 Companys 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 Companys 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:

Number of complaints of sexual harassment received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending for more than ninety days	Nil

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. Di_erence 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 Boards 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