Your Board of Directors has the pleasure of presenting the 81^st Annual Report of The Sandesh Limited ("the Company" or "Sandesh") along with the Audited Standalone and Consolidated Financial Statements for the Financial Year ("FY") ended March 31, 2024. The Consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. Financial Highlights:

The Company's financial performance (standalone and consolidated) for the year ended March 31,2024 is summarized below:

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

a. Standalone performance:

During the year under review, on standalone basis, the revenue from operations was ? 32,018.84 Lakhs as compared to ? 33,921.72 Lakhs in the previous FY; whereas, the profit before tax was ? 24,087.82 Lakhs as compared to ? 13,411.67 Lakhs during the previous FY. The Company's profit after tax for the year under review was ? 18,869.19 Lakhs as compared to ? 10,201.94 Lakhs in the previous FY.

b. Consolidated performance:

During the year under review, on consolidated basis, the revenue from operations was ? 32,208.83 Lakhs

as compared to ? 34,075.94 Lakhs in the previous FY; whereas, the profit before was ? 24,078.49 Lakhs as compared to ? 13,353.89 Lakhs in the previous FY. The Company's profit after tax for the year under review was ? 18,858.57 Lakhs as compared to ? 10,141.34 Lakhs in the previous FY.

The Audited Standalone and Consolidated Financial Statements for the FY ended March 31, 2024, 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 10, 2024, have declared an interim dividend at the rate of 50% i.e. ? 5/- per Equity Share of Face Value of ? 10/- each, during the Financial Year ended March 31, 2024. The interim dividend payment had an outflow of ? 378.47 Lakhs. The Directors did not recommend a final dividend for F.Y. 2023-24.

The interim dividend declared was in accordance with 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%20 Policy.pdf.

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 the Financial Year 2023-24, there was no change in the nature of business of the Company.

8. Directors' Responsibility Statement:

Pursuant to sections 134(3)(c) and 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 year ended March 31, 2024, the applicable accounting standards 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 as at the end of the Financial Year 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 Directors:

As on March 31, 2024, the Company has eight (8) Directors with an optimum combination of Executive and NonExecutive Directors including two women directors. The Board comprises five (5) Non-Executive Directors, out of which four (4) are Independent Directors. The detailed composition of the Board of Directors of the Company is given in the Corporate Governance Report which is forming part of this Report.

A. Board Meetings:

The Board of Directors of the Company met four (4) times during the Financial Year 2023-24. The particulars of the Board Meetings held and the attendance of each Director are detailed in the relevant section of the Corporate Governance Report forming part of this Report.

B. Change in Directors and Key Managerial Personnel:

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, Shri Parthiv F. Patel (DIN: 00050211), retires by rotation and being eligible, offers himself for re-appointment at the 81^st Annual General Meeting ("AGM") of the Company. The Board of Directors, based on the recommendation of the

Nomination and Remuneration Committee, has recommended his reappointment. A resolution seeking approval of the Members for the reappointment of Shri Parthiv F. Patel forms part of the Notice of the 81^st AGM.

The Board of Directors of the Company had, upon recommendation of the Nomination and Remuneration Committee, appointed Shri Sanjay Kumar Tandon (DIN: 00055918), as an Additional Director and also Whole Time Director of the Company, liable to retire by rotation, for a term of five (5) years, effective from September 15, 2020. In the 77^th AGM, the Members of the Company confirmed the appointment of Shri Sanjay Kumar Tandon as a Whole Time Director for the period of five (5) years from September 15, 2020, to September 14, 2025. As the term of Shri Sanjay Kumar Tandon will expire on September 14, 2025, the Board of Directors of the Company, upon recommendation of the Nomination and Remuneration Committee, has recommended the reappointment of Shri Sanjay Kumar Tandon as a Whole Time Director for a further period of five (5) years with effect from September 15, 2025. A resolution seeking approval of the Members for the reappointment of Shri Sanjay Kumar Tandon as a Whole Time Director cum Chief Financial Officer of the Company forms part of the Notice of the 81^st AGM.

The Board of Directors of the Company had, upon recommendation of the Nomination and Remuneration Committee, appointed Dr. Gauri Trivedi (DIN: 06502788), as an Additional Director and also Independent Director of the Company, for a term of five (5) years, effective from September 15, 2020. In the 77^th AGM, the Members of the Company confirmed the appointment of Dr. Gauri Trivedi as an Independent Director for the period of five (5) years from September 15, 2020 to September 14, 2025. As the term of Dr. Gauri Trivedi will expire on September 14, 2025, the Board of Directors of the Company, upon recommendation of the Nomination and Remuneration Committee, has recommended the reappointment of Dr. Gauri Trivedi for the second term of five (5) consecutive years with effect from September 15, 2025. A resolution seeking approval of the Members for the reappointment of Dr. Gauri Trivedi forms part of the Notice of the 81^st 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 Mr. Parthiv F. Patel, Mr. Sanjay Kumar Tandon, and Dr. Gauri Trivedi are furnished in the Notice convening 81^st AGM.

The second and final term from April 01, 2019, to March 31, 2024 (both days inclusive) of Shri Mukesh Mangalbhai Patel (DIN: 00053892), Shri Sudhir Nanavati (DIN: 00050236) and Shri Sandeep Mohanraj Singhi (DIN: 01211070), Independent Directors of the Company, was expired on March 31, 2024 (after the closure of business hours) and accordingly, they ceased to be Independent Directors of the Company.

Based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, the Members of the Company approved the special resolutions for appointment of Shri Bijal Hemant Chhatrapati (DIN: 02249401), Shri Keyur Dhanvantlal Gandhi (DIN: 02448144), and Shri Sudhin Bhagwandas Choksey (DIN: 00036085) as Independent Directors (Non-executive) of the Company for five (5) consecutive years with effect from April 01,2024 till March 31,2029 with the requisite majority through the postal ballot process completed on March 22, 2024.

Shri Bijal Hemant Chhatrapati, Shri Keyur Dhanvantlal Gandhi, and Shri Sudhin Bhagwandas Choksey had given their consent for appointment and confirmed that they meet the criteria of independence as defined under the provisions of the Companies Act, 2013 and the Listing Regulations. The declarations have been obtained from them that they are not debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India or any other such authority.

ii. Appointment and Cessation of the Key Managerial Personnel:

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at their meeting held on May 26, 2023, approved the appointment of Mr. Vinay Kumar Mishra (FCS 11464) as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company effective from May 27, 2023 in place of Mr. Dhaval Pandya, Company Secretary and Compliance Officer of the Company, who retired on May 26, 2023 after a distinguished career of fourteen years with the Company. The Board placed on record its sincere appreciation for the contribution made by Mr. Dhaval Pandya during his tenure with the

The Company has received the necessary declaration from all Independent Directors of the Company under the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and further that they have registered their names in the Independent Directors' Databank. In the opinion of the Board, the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder read with applicable provisions of the Listing Regulations, and they are independent of the management and also possess requisite qualifications, experience, and

expertise and hold highest standards of integrity. The Corporate Governance Report which forms part of the Annual Report contains the disclosure regarding the skills, expertise, competence, and proficiency possessed by the Directors. Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same. The Independent Non-Executive Directors of the Company have confirmed compliance with relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

D. Familiarization Program for Independent Directors:

I n compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the Executive Directors and the Functional Heads of various Departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the industry. The details of familiarization programs extended to the Independent Directors are also disclosed on the Company's website and can be accessed at: https://epapercdn. sandesh.com/investors/x.%20Details%20of%20 Familiarization%20program%20imparted%20to%20 Independent%20Directors.pdf.

E. Disqualification of the Directors:

Further, none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as 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.

F. 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 given in Annexure A annexed with this Report.

G. Board Committees:

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 the details of the composition of each of the above Committees, their respective roles and responsibilities.

H. Nomination and Remuneration Policy:

In terms of sections 178(3) and 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 appointment and remuneration of directors, key managerial personnel and senior management. The said Policy includes criteria for determining qualifications, positive attributes, and independence of a director. The Nomination and Remuneration Policy relating to the remuneration of directors, key managerial personnel, senior management, and other employees is framed with the objective of attracting, retaining, and motivating talent. The salient features of the policy are provided in the Corporate Governance Report. The said policy is also available on the website of the Company and can be accessed at https://epapercdn. sandesh.com/investors/xv.%20Nomination%20 and%20Remuneration%20Policy.pdf.

I. Annual Performance Evaluation by the Board: Pursuant to the provisions of the Act read with 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 Directors express their satisfaction with the evaluation process. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report, which is forming part of this Report.

J. Pecuniary relationships or transactions of Nonexecutive Directors with the Company:

None of the Non-executive Directors of the Company had any pecuniary relationships or transactions with the Company during the Financial Year under review 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, 2024.

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 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company's Subsidiary in Form AOC-1 is attached to the Consolidated Financial Statements of the Company which forms a part of this Annual Report, which may be read in tandem with this Annual Report.

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 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 of 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 accounting standards and the Listing Regulations. The Consolidated Financial Statements for the Financial Year 2023-24 form a part of the Annual Report and said Financial Statements of the subsidiary shall be laid before the Members of the Company at the ensuing Annual General Meeting while laying its Financial Statements under Section 129(2) of the Act.

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

The Company has formulated a policy for determining Material Subsidiaries; however, the Company does not have any material subsidiary 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.%20Policv%20for%20determining%20 Material%20Subsidiary.pdf. The performance and business highlights of the Subsidiary Company of the Company during the Financial Year 2023-24 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.

for ratification by Members at every AGM has been done away with by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being proposed for ratification of the appointment of statutory auditors at the AGM.

b) Auditors' Report:

The Auditors' Report given by M/s. Manubhai & Shah LLP on the Standalone and Consolidated Financial Statements of the Company for the Financial Year 202324 forms part of the Annual Report. The notes of the Financial Statements referred to in the Auditor's Report are self-explanatory and do not call for any further comments. The Auditors' Report for the Financial Year 2023-24 does not contain any qualification, reservation, disclaimer, or adverse remarks. During the Financial Year 2023-24, the Auditors had not reported 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. Further, the Auditors of the Company have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review. The Directors have reviewed the Auditor's Report.

c) Internal Auditors:

The Company has appointed BDO India Limited Liability Partnership (LLPIN: AAB-7880) as the Internal Auditors of the Company in the Board Meeting held on November 14, 2022. 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 applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Secretarial Compliance Report pursuant to the provisions of Regulation 24A of the Listing Regulations for the Financial Year ended on March 31,2024, issued by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad are annexed as Annexure B and Annexure C, respectively, and form an integral part of this Report. The Secretarial Audit Report and Secretarial Compliance Report for the Financial Year 2023-24 do not contain any qualification, reservation, disclaimer, or adverse remarks. During the year, the Secretarial Auditors had not reported 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:

In terms of section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad, (CP No.: 6996), to conduct a Secretarial Audit of the Company for the Financial Year 2023-24.

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 Financial Year under review.

15. Human resource initiatives and industrial relations:

The Company regards its employees as its most valuable assets, recognizing that without capable personnel, even the best business plans and ideas may falter. In today's dynamic and ever-evolving business environment, it is human capital, rather than fixed or tangible assets, that sets organizations apart from their competitors. Enhancing employee efficiency and performance has always been the Company's foremost priority. Moreover, the Company strives to align its human resource practices with its business objectives. The performance management system adopts a comprehensive approach to managing performance, extending beyond mere appraisals. As of March 31,2024, the Company had 451 employees on its payroll.

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

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 provided in 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 Listing Regulations forms part of this Annual Report. The statements in this 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 date. The discussion and analysis as provided in the said Report should be read in conjunction with the Company's Financial Statements included herein and the notes thereto.

18. Corporate Social Responsibility ("CSR"):

The Company has constituted a Corporate Social Responsibility Committee pursuant to the applicable provisions of the Act. The Committee is constituted to manage and overview 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%20Policy.pdf. The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure E and forms an integral part of this Report.

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:

Particulars of borrowing are more particularly given in the Financial Statements of the Company which may be read in conjunction with this Report.

21. Credit Rating:

For the Financial Year 2023-24 under review, Credit Analysis and Research Limited, a credit rating agency, has granted a

rating of CARE AA, stable (Double-A) assigned to the longterm bank facilities. Further, it has granted the CARE A1 (A one Plus) rating assigned to short-term facilities.

22. Insurance:

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

23. 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 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%20Management%20 Policy.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 the Annual Report.

24. Internal Financial Control system and its adequacy:

The Company has an adequate system of internal controls to ensure that all its assets are protected against loss from unauthorized use or disposition and further that those transactions are authorized, promptly recorded, and reported correctly. The Company has implemented an effective framework for Internal Financial Controls in terms of the provisions stipulated under the explanation to Section 134(5)(e) of the Act for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Board is of the opinion that the Company has effective Internal Financial Controls which is commensurate with the size and scale of the business operations of the Company for the Financial Year under review. 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 the financial year under review.

25. Vigil Mechanism and Whistle Blower Policy:

Pursuant to the provisions of the Act and Listing Regulations, the Board has approved and established a Vigil Mechanism and Whistle Blower Policy for the directors, employees, and other stakeholders of the Company to report their genuine concerns, and its details are explained in the Corporate Governance Report. The Company's Vigil Mechanism and Whistle Blower Policy entitle its directors, employees, and other stakeholders to report concerns about unethical or inappropriate behavior, actual or suspected fraud, leak of unpublished price-sensitive information, unfair or unethical actions, or any other violation. The aforesaid Policy is also available on the website of the Company and can be accessed at: https://epapercdn.sandesh.com/ investors/vii.%20Vigil%20Mechanism%20&%20Whistle%20 Blower%20Policy.pdf.

26. 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%20 of%20Board%20of%20Directors%20and%20Senior%20 Management%20Personnel.pdf. All directors and the members of the senior management of the Company have affirmed compliance with the said Code for the Financial Year under review. The Certificate from the Chairman & Managing Director affirming compliance with the said Code by all the directors and the members of senior management of the Company, to whom the Code is applicable, is attached to the Corporate Governance Report.

27. Extract of Annual Return:

Pursuant to the provisions of section 92(3) read with Section 134(3)(a) of the Act, the annual return of the Company as on March 31,2024, is available on the website of the Company and can be accessed at: https://epapercdn.sandesh.com/ investors/Draft%20Annual%20Return%20 2023-24.pdf

28. Litigation:

There was no material litigation outstanding as on March 31,2024, and the details of pending litigation including tax matters are disclosed in the Financial Statements.

29. Particulars of Loans, Guarantees and Investments under section 186 of the Companies Act, 2013:

The particulars of loans and the investments made under the provisions of Section 186 of the Act are given separately in the Financial Statements of the Company which may be read in conjunction with this Annual Report. During the year under review, the Company has not taken any loan from the Directors or their relatives.

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

All contracts/arrangements/transactions entered by the Company with related parties were on an arm's length basis and were in the ordinary course of business and were placed before the Audit Committee and also before the Board for their review and approval. As there were no material related party transactions entered into by the Company with the related parties during the Financial Year under review, 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 is not applicable to the Company. There were no materially significant related party transactions that could have potential conflict with the interests of the Company at large.

In line with the provisions of the Act and Listing Regulations, the Company has formulated a Related Party Transactions Policy for determining the materiality of Related Party Transactions and also the manner for dealing with Related Party Transactions. The Related Party Transactions Policy is uploaded on the Company's website and can be accessed at https://epapercdn.sandesh.com/investors/v.%20RPT%20 Policy.pdf. The Company has maintained a register under section 189 of the Act and particulars of Related Party Transactions are entered in the Register, whenever applicable. The Members may refer to Note 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.

31. 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 year under review.

32. Listing Fees:

The Company confirms that it has made payment of annual listing fees for the Financial Year 2023-24 to BSE Limited and National Stock Exchange of India Limited.

33. 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.

B. Issue of equity shares with differential rights as to dividend, voting, or otherwise:

The Authorised Share Capital of the Company is ?15 Crores comprising 1,50,00,000 equity shares having a face value of ? 10/- each. The Paid-up Equity Share Capital of the Company as on March 31, 2024, was ? 7.57 Crores comprising 75,69,421 equity shares having a face value of ? 10/- each. During the Financial Year under review, the Company has not issued shares with or without differential voting rights as to dividends, voting, or otherwise.

C. I ssue of shares (including sweat equity shares) to employees of the Company under any scheme:

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 the Financial Year under review.

D. Receipt of Remuneration or Commission by Managing Director(s) / Whole Time Director from a subsidiary of the Company:

No remuneration or commission was paid to the Managing Director(s) or Whole Time Director from the subsidiary of the Company for the Financial Year under review. Hence, 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 of the Company.

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

During the year under review, the Unpaid / Unclaimed Dividend for the Financial Year 2015-16 amounting to

? 3,62,280/-, was transferred to the Investor Education and Protection Fund in compliance with the provisions of sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended. For further details kindly refer to the relevant section of the Corporate Governance Report.

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

During the year under review, the regulators, courts, or tribunals did not pass any significant or material orders that would impact the Company's going concern status and future operations.

G. Disclosure under Section 67(3) of the Companies Act, 2013:

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. Accordingly, no disclosure is required under section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

H. 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. For the summary of sexual harassment complaints received and disposed of during the year under review, kindly refer to the relevant section of the Corporate Governance Report. The Company has not received any such complaint during the Financial Year under review.

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

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

J. Difference between amounts of valuation:

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

K. Frauds:

During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, 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 would need to be mentioned in the report of the Board.

34. Acknowledgment:

The Directors place on record their sincere appreciation for the valuable contribution and dedicated services by all the employees of the Company. The Directors express their sincere thanks to the esteemed readers, 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 the Financial Year.