Sharpline Broadcast Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting their 34^th Annual Report together with the Audited Statements of accounts for the Financial Year ended on 31^st March, 2024.

Financial summary of the Company

During the year under review, the Company has shown notable performance. The extracts of financial results 2023-24 are as under:

[in Lakhs (Rs.)]

Particulars	Year ended	Year ended
	31.03.2024	31.03.2023
Income for the year (Gross)	3,231.36	3,148.05
Expenditure for the year excluding Depreciation and	2,958.01	3,042.27
amortisation expenses
Profit/(Loss) before depreciation, interest and	273.35	105.78
exceptional items
Less
-Depreciation and Amortization Expenses	66.32	34.66
-Interest	-	-
Exceptional Item
Prior Period Expenses	1.65	60
Profit before Tax	205.38	11.12
Less:- Provision for Taxation
- Current Tax/ Mat	56.69	59.12
- Deferred Tax Adjustment-Cr/Dr)	(3.98)	(3.18)
- Tax Adjustments for Earlier Year	(1.13)	(0.07)
Profit after Tax	153.80	(44.74)

Operational

During the year, the company has carried out its business operations. However Company has achieved a stable profit during the year. Your Directors are putting their best efforts to improve the performance of the Company. The company anticipates more development in the Finance Industry in years to come.

The income from operations during the year is Rs. 3,149.25 Lakhs as against Rs. 3,139.84 Lakhs in the previous year. The Company made a profit before tax of Rs. 205.38 Lakhs during the year as against the profit of Rs. 11.12 Lakhs in the previous year.

Dividend

Your Directors intend to plough back available resources for the financial requirements and express their inability to recommend any dividend for the financial year.

Transfer to Reserves

The net movements in the major reserves of the Company are as follows:

No amount is proposed to be transferred to the Reserves and Surplus Account.

Change in the nature of business

During the Financial Year under review, no changes have occurred in the nature of the Companys business.

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

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

Material changes and commitments, if any, affecting the financial position of the Company

There has been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Internal Financial Controls

The Company has adequate Internal Financial Control System over financial reporting which ensures that all transactions are authorized, recorded, and reported correctly in a timely manner. The Companys Internal

Financial Control over financial reporting is designed to provide reliable financial information and to comply with applicable accounting standards.

The Company periodically tracks all amendments to Accounting Standards and makes changes to the underlying systems, processes and financial controls to ensure adherence to the same. All resultant changes to the policy and impact on financials, if any, are disclosed after due validation with the Statutory Auditors and the Audit Committee.

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

Details of Subsidiary/Joint Venture/ Associate Companies

During the year under review, the Company has no Subsidiary/Joint Venture and have 1 associate company. Form No. AOC-1 is attached to this report as Annexure-‘A.

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

The Company has no subsidiaries, 1 associates and no joint venture companies.

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

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

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

The Company has given Loan or Guarantee or made Investment under Section 186 of the Companies Act 2013.

Special Resolution has been passed in the Annual General Meeting of financial year ending March 2024 for the approval.

Public Deposits

During the year under review, your Company has neither accepted nor renewed any deposits.

Particulars of Contracts or Arrangements with Related Parties

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

Auditors

(i) Statutory Auditors

In the 30^th AGM held on September 20, 2020 the Members appointed M/s BAS & Co. LLP Chartered Accountants (Firm Registration No.323347E/E300008) as Statutory Auditors of the Company

(ii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. V Kumar and Associates (CP No.:10438, M.No.: 8976), Company Secretaries to undertake the secretarial audit of the Company.

(iii) Cost Auditors and Cost Records

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act read with Rule 3 and Rule 4 of The Companies (Cost Records and Audit) Rules, 2014, are not applicable to the Company during the year.

(iv) Internal Auditors

In terms of compliance of Section 138 of the Act read with the Companies (Accounts) rules, 2014, the Board of Directors on the recommendation of Audit Committee approved the appointment of M/S A D Goyal & Associates, Chartered Accountant (Firm Registration No. 0031058N) as its Internal Auditors of the Company for the financial year 2023-24 to financial year 2027-28.

Auditors Report

A copy of Independent Auditors Report and Notes forming part of the Financial Statements as provided by Independent Auditor has been annexed to this Report contains following reservation, qualification or adverse remarks.

Auditors Qualified Opinion: a) The Company is required to obtain EPF and ESI registration, the same has not been taken by the Company. Management Reply: The Management is in the process to obtain EPF and ESI registration. b) As described in note 12 to the financial statements, Company is unable to determine the fair value of Companys investment in equity shares of Naman Broadcasting and Communications Private Limited ("NBCPL") as at 31th March 2024. In absence of sufficient and appropriate information, we are unable to comment on the carrying value of investment in NBCPL amounting to Rs.3,16,50,000/-(original value) and the consequent impact thereof on Other Comprehensive Income. Management Reply: We have been informed that Naman Broadcasting and Communications Private Limited is under the process of CIRP. However at this stage nothing can be concluded and therefore we are unable to determine the current share value and shown as previous year carrying amount.

c) The Company is not maintaining the database for MSME compliances.

Management Reply: During the year, the vendors were not identified and we have tried to communicate with the vendors but there was no response till year end. Therefore, the impact could not be estimated.

d) The Company has been maintaining its books of accounts in Tally ERP9 for the financial year 2023-24 and therefore the requirement of audit trail is not met. Refer to the clause (h) of Report on Other Legal and Regulatory Requirements.

Management Reply: The Management is maintaining its books of accounts in Tally ERP9 for the financial year 2023-24 from April 2024, Software has been changed to track the audit trail.

Secretarial Audit Report

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

Auditors Modified Opinion:

a) The Company has not taken EPF and ESI registration.

Management Reply: Management acknowledges that there have been deficiencies in processes, which will be reviewed by the Board of Directors and Board of Directors will make sure that necessary action will be taken in the current financial Year.

b) The Company has not maintained the database for MSME compliances.

Management Reply: Management acknowledges that there have been deficiencies in processes, which will be reviewed by the Board of Directors and Board of Directors will make sure that necessary action will be taken in the current financial Year.

c) SEBI has taken following actions against Sharpline Broadcast Limited:

i. SEBI by Confirmatory Order In the matter of Stock Recommendations using YouTube in the scrip of

Sharpline Broadcast Limited- - WTM/AN/ISD/ISD-SEC-1/29733/2023-24 on violation of provisions of Securities and Exchange Board of India Act, 1992 (hereinafter referred to as "SEBI Act") and various regulations framed thereunder including SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (hereinafter referred to as "PFUTP Regulations"). ii. SEBI by Confirmatory Order in the matter of Stock Recommendations using YouTube in the scrip of

Sharpline Broadcast Limited- WTM/AN/ISD/ISD-SEC-1/28040/2023-24 on violation of provisions of Securities and Exchange Board of India Act, 1992 (hereinafter referred to as "SEBI Act") and various regulations framed thereunder including SEBI(Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (hereinafter referred to as "PFUTP Regulations").

Management Reply: Investigation is going on and Company has submitted the reply.

Shifting of Registered Office

During the year under review, the Company has not shifted its registered office. Futher, the Company has Shifted its Registered office from the current address ‘37th Second Floor, Rani Jhansi Road Motia Khan, Paharganj, Delhi -110055 to 38, Rani Jhansi Road, Motia Khan,Paharganj, Delhi -110055 w.e.f., 29th May, 2024."

Share Capital

A. Increase in Authorised Share Capital

The Company has increased its Authorised Share Capital from Rs. 250,000,000 to Rs. 275,000,000 on its EGM held on 15/04/2023.

B. Issue of Issue of Equity shares

? Issue Equity shares to the creditors of Inter-Corporate Loans and Investments by way of conversion of unsecured loan

The Company has Issued 1,05,55,552 Equity shares on preferential basis to the creditors of Inter-Corporate Loans and Investments by way of conversion of unsecured loan of Rs. 14,25,00,000/- (Rupees Fourteen Crore Twenty-Five Lakhs only on its EGM held on 15/04/2023.

The company has decided the issue price at Rs 13.50 per share (where face value of share is Rs. 10 and premium amount is Rs. 3.50 per share) which was higher than minimum issue price determined by the registered valuer i.e. Rs. 13.38.

Further, the issue price was determined on the basis of a valuation report of Mr. Manish Manwani, the registered valuer (IBBI Registration No.: IBBI/RV/03/2021/14113) duly appointed by the board.

? Issue of Equity shares to the creditors of Inter Corporate Loans and Investments by way of conversion of unsecured loan as per the directions received by the Stock Exchanges

The Company has Issued 52,77,776 Equity shares on preferential basis to the creditors of Inter-Corporate Loans and Investments by way of conversion of unsecured loan of Rs. 7,12,50,000/- (Rupees Seven Crores Twelve Lacs Fifty Thousand only on its Board Meeting held on 12/06/2023 as per the directions received by the Stock Exchanges.

The company has decided the issue price at Rs 13.50 per share (where face value of share is Rs. 10 and premium amount is Rs. 3.50 per share) which was higher than minimum issue price determined by the registered valuer i.e. Rs. 13.38.

Further, the issue price was determined on the basis of a valuation report dated. 16.03.2023 given by Mr. Manish Manwani, the registered valuer (IBBI Registration No.: IBBI/RV/03/2021/14113) duly appointed by the board.

C. Issue of equity shares with differential rights

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

D. Issue of sweat equity shares

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

E. Issue of employee stock options

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

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

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

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

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

A. Conservation of energy

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

B. Technology absorption

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

C. Foreign exchange earnings and outgo

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

Extract of Annual Return

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

Employees

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

Corporate Social Responsibility

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

Performance Evaluation

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

Directors and Key Managerial Personnel

While selecting Directors, the Company looks for an appropriate balance of skills, experience, independence and knowledge to enable them discharge their respective duties and responsibilities effectively. The Company has laid down a clear Policy on remuneration of Directors, Key Managerial of the Companies Act, 2013 and Articles of Association.

During the year Mrs. Sangeeta Mukherjee (DIN: 02836339), Mr. Sanjeev Kumar Jha (DIN: 02840583), Mr. Sulabh Dikshit (DIN 07070194) and Mrs. Pooja Suri (DIN: 09115153) were in the board of directors.

Mr. Sanjeev Kumar Jha (DIN: 02840583), Whole Time Director of the Company, retires by rotation in the ensuing AGM and being eligible offers herself for re-appointment.

Ms.Nimmy Singh Chauhan (M.No.: A65697), had resigned from the post of Company Secretary and Compliance Officer with effect from 30/01/2024.

Further Ms. Jyoti Verma (M.No.: A73170), has been appointed as Company Secretary and Compliance Officer with effect from 24/02/2024

After closing of financial year there were following changes of Company Secretary & Compliance officer of the company w.e.f 1st April, 2024:

i. Resignation of Ms. Jyoti Verma (M.No.: 73170) ii. Appointment of Mr. Rahul (M.No.: 73800)

Number of Meetings of the Board of Directors

The Board of Directors consists of Four Directors including three Independent Directors during the period under report.

During the 12 months period ended March, 2024, 17 (Seventeen) Board Meetings were held on 17/04/2023, 10/05/2023, 12/06/2023, 07/07/2023, 19/07/2023, 27/07/2023, 11/08/2023, 22/08/2023, 23/08/2023, 29/08/2023, 10/10/2023, 08/11/2023, 10/11/2023, 14/12/2023, 30/01/2024, 09/02/2024 and 24/02/2024.

The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013.

Details of the attendance of the Directors attending the Board Meeting(s) are provided hereunder:

Name of the Director	Category	No. of Meetings Attended
Mrs. Sangeeta Mukherjee	Non-Executive and Independent Director	17
Mr. Sanjeev Kumar Jha	Executive Director	17
Mr. Sulabh Dikshit	Non-Executive and Independent Director	17
Mrs. Pooja Suri	Non-Executive and Independent Director	17

Audit Committee

During the financial year 2023-24, the Company has an Audit Committee comprising Mrs. Sangeeta Mukherjee (Non-Executive and Independent Director), Mr. Sulabh Dikshit (Non-Executive and Independent Director) and Mrs. Pooja Suri (Non-Executive and Independent Director). The terms of reference of the Audit Committee inter-alia include overseeing financial reporting process, reviewing the financial statements and recommending appointment of Auditors. There is no recommendation made by Audit Committee.

Stakeholder Relationship Committee

The Company has constituted a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015 as amended from time to time.

During the financial year 2023-24, the Committee comprises Mrs. Sangeeta Mukherjee (Non-Executive and Independent Director), Mr. Sulabh Dikshit (Non-Executive and Independent Director) and Mrs. Pooja Suri (Non-Executive and Independent Director).

Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015 as amended from time to time. The Committees scope of work includes deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation.

During the financial year 2023-24, the Committee comprises of Mrs. Sangeeta Mukherjee (Non-Executive and Independent Director), Mr. Sulabh Dikshit (Non-Executive and Independent Director) and Mrs. Pooja Suri (Non-Executive and Independent Director).

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

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

Management Discussions and Analysis Report

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

Corporate Governance

The Company believes that the essence of Corporate Governance lies in the phrase "Your Company". It is "Your" Company because it belongs to you-"the Shareholders". The Chairperson and Directors are "Your" fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes "Your" long term value. Your Company is committed to benchmark itself with global standards in all areas including highest standards of Good Corporate Governance. Besides adhering to the prescribed Corporate Governance practices as per Regulation 15(2) of SEBI (LODR) Regulations, 2015, the Company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest.

The Corporate Governance Report of the Company is annexed to this report as Annexure-‘C.

Risk Management Policy

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

Code of Conduct

The chairman of the Board Meetings has given a declaration that all Directors and senior Management Personnel concerned affirmed compliance with the code of conduct with reference to the year ended March, 31 2024.

Corporate Social Responsibility

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

Compliance with the provisions of Secretarial Standards

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Disclosures Pertaining to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition And Redressal) Act, 2013

The Company is committed towards promoting the work environment that ensures every employee is treated with dignity and respect and afforded equitable treatment irrespective of their gender, race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic status. Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the

Company has adopted a Policy on prevention of sexual harassment at workplace (‘POSH Policy). Periodic sessions were also conducted to apprise employees, Internal Complaint Committee and build awareness on the subject matter. Our key focus is to create a safe, respectful and inclusive workplace which fosters professional growth for each employee.

During the financial year under review, there were no complaints received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure Under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, there was no application made by the Company of any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Directors Responsibility statement

Pursuant to Section 134(3)(c) of the Act, the Directors to the best of their knowledge hereby state and confirm that :-

1. In the preparation of the Annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

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

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

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

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

Acknowledgement

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