Directors Report of Sambhaav Media Ltd.

Mar 31, 2025

The Directors of your Company are pleased to present the 35^th Annual Report to the Members with the Audited Financial Statements for the Financial Year ended on 31 March 2025.

STATE OF AFFAIRS AND REVIEW OF OPERATIONS:

Your Company operates in the media sector, offering a diverse portfolio of products, including Sambhaav Metro - a well-established and informative afternoon tabloid newspaper; Abhiyaan - a popular weekly magazine in Gujarati; VTV News - one of the leading Gujarati news TV channels; and Top FM - comprising 8 FM radio stations across Gujarat, 3 in Jammu, and 2 in Ladakh. Additionally, the Company manages the Integrated Vehicle Tracking (IVT) and Passenger Information System (PIS) projects in collaboration with the Gujarat State Road Transport Corporation (GSRTC).

Business and operations are elaborated in Management Discussion & Analysis (MDA) report as a part of the Annual report.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2024-25 is as under:

(f in Lakhs, except per equity share data)
Particulars	Standalone		Consolidated
	March 31, 2025	March 31, 2024	March 31, 2025	March 31, 2024
Revenue from Operations	3,745.25	3,941.66	4,187.13	3,995.70
Add: Other Income	189.35	284.36	155.50	281.29
Total Income	3,934.60	4,226.02	4,342.63	4,276.99
Profit / (Loss) before Finance Costs, Depreciation and Amortization Expenses, Exceptional Items & Tax Expenses	684.49	834.55	714.19	851.68
Less: Finance Costs	105.32	216.43	105.40	216.60
Profit/(Loss) before Depreciation and Amortization Expenses, Exceptional Items & Tax Expenses	579.17	618.12	608.79	635.08
Less: Depreciation and Amortization	366.75	512.84	553.00	531.30
Profit / (Loss) before Exceptional Items & Tax Expenses before share of profit in associate	212.42	105.28	55.79	103.78
Share of profit/(Loss) of Joint Venture	-	-	-	(8.27)
Profit/(loss) before Exceptional Items & Tax Expenses	212.42	105.28	55.79	95.51
Add: Exceptional Item (Income)	-	-	-	34.20
Profit Before Tax	212.42	105.28	55.79	129.71
Less: Tax Expenses	65.51	(11.74)	24.46	(10.27)
Profit After Tax	146.91	117.02	31.33	139.98
Profit/(Loss) from Discontinued operations
Profit/(Loss) from Discontinued operations	(49.82)	(114.52)	(49.82)	(114.52)
Tax on Profit/(Loss) from Discontinued Operation	12.54	32.75	12.54	32.75
Profit/(Loss) from Discontinued operations	(37.28)	(81.77)	(37.28)	(81.77)
Profit/(Loss) for the year	109.63	35.25	(5.95)	58.21
Other Comprehensive Income	4.63	5.04	5.46	4.83
Total Comprehensive Income	114.26	40.29	(0.49)	63.04
Add: Balance Brought forward from previous Financial Year	3,340.45	3,300.17	3,416.70	3,353.66
Profit available for Appropriation	3,454.71	3,340.45	3,461.18	3,416.70
Add: security Premium	2,995.47	2,995.47	2,995.46	2,995.46
Add: Capital Reserve	2.28	2.28	2.28	2.28
Surplus carried to Balance Sheet	6,452.46	6,338.20	6,458.92	6414.44
Share Capital	1,911.11	1,911.11	1,911.11	1,911.11
Net Worth	8,363.57	8,249.31	8,370.03	8,325.55
Earning Per Share [EPS]
Basic & Diluted Earning before Exceptional items per Equity Share [EPS] [in ? ] - Continuing Operations	0.08	0.06	0.02	0.06
Basic & Diluted Earning before Exceptional items per Equity Share [EPS] [in ? ] - Discontinued Operations	(0.02)	(0.04)	(0.02)	(0.04)
Basic & Diluted Earning after Exceptional items per Equity Share [EPS] [in ? ]	0.06	(0.02)	0.00	(0.02)

The detailed financial analysis and information of business operations and activities are more specifically given in the Management Discussion and Analysis Report annexed to this Board Report.

CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there has been no change in the nature of Business of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Your Company is undertaking various projects and work through subsidiary and joint ventures. As per Section 129 (3) of the Companies Act, 2013, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report. Your Company has only one Subsidiary VED Technoserve India Private Limited ("VED”).

VED is engaged in the business of technological project executions and has successfully executed projects of Public Entertainment System (PES) in the buses and also operating a project of IVT & PIS for GSRTC. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available at the Company''s website at www.sambhaav. com. The audited financial statements of the subsidiary and joint venture are available for inspection at the Company''s registered office at Ahmedabad and also at registered offices of the respective companies. Copies of the annual accounts of the subsidiary and joint venture will also be made available to the investors of Sambhaav Media Limited upon request.

In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules, 2014, statement containing the salient features; of the subsidiaries, associates and joint ventures in the prescribed Form: AOC- 1 is annexed to this report as "Annexure A".

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES DURING THE YEAR:

During the year under review your Company there has been no change in subsidiaries, associates and joint ventures of your Company. Sambhaav Nascent LLP ceased to be joint venture w.e.f 9^th February, 2025.

AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:

The Company has not transferred any amount to the General Reserve during the year under review.

DIVIDEND:

Foreseeing the requirement of financial resources for the project execution, future growth, and in order to create strong economic base and long-term value for the investors; your directors have decided not to recommend any dividend for the financial year ended on 31 March 2025.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the provisions of the Companies Act, 2013.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

• Mr. Amitkumar Ray (DIN: 06468634), Whole Time Director resigned as Director w.e.f 05 May 2024 due to pre occupation and other professional commitments.

• Mr. Jagdish Pawra (DIN: 02203198) and Mr. Hemant Golani (DIN: 10605227) has been appointed w.e.f. 05 May 2024 as Whole Time Director and Non-Executive Director respectively

• During the year under review Mr. O P Bhandari (DIN: 00056458), Mr. N R Mehta (DIN: 00092386) and Mr. Dilip D. Patel (DIN: 01523277) - Independent Directors completed their second term as Independent Directors and therefore ceased to be Directors of the Company w.e.f 19 September 2024.

• During the year under review Mr. Paresh Vaghela (DIN: 10757484) and Mr. Balveermal Singhavi (DIN: 05321014) have been appointed as Independent Directors for a term of 5 (five) consecutive years w.e.f 17 September 2024.

• Pursuant to Section 152 of the Companies Act, 2013, Mr. Hemant Golani (DIN: 10605227), Non-Executive Director retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

• Except as mentioned herein above there is no change in the Board of Directors and key Managerial Personnel of the Company.

• As per the provisions of Section 203 of the Companies Act, 2013, Mr. Manoj B. Vadodaria - Chairman & Managing Director, Mr. Jagdish Pawra- Whole Time Director, Mr. Ashokkumar Jain - Chief Executive Officer, Mr. Sanjay Thaker - Chief Financial Officer and Ms. Manisha Mali - Company Secretary were the Key Managerial Personnel of the Company as at the end of the year under review.

• All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

• Necessary resolution for the reappointment of the aforesaid retiring Director has been included in the Notice convening the ensuing Annual General Meeting and details of the proposal, rational, justification and performance evaluation report, in terms of applicable Secretarial Standard on General Meeting (SS-2), for the re-appointment of Directors are mentioned in the explanatory statement of the Notice.

Statement regarding opinion of the Board with regard to appointment of Independent Director during the year.

In the opinion of the Board, the Independent Directors appointed during the year possess highest level of integrity, rich experience and requisite expertise in relevant area. With regard to proficiency, all Independent Directors of the Company i.e. Mr. Paresh Vaghela (DIN: 10757484) and Mr. Balveermal Singhavi (DIN: 05321014) and Mrs. Gouri P Popat (DIN: 08356151) are, by virtue of their qualification and experience, exempt from appearing online proficiency self-assessment test.

Declaration given by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 read with 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances which may affect their status as an Independent Director and the same has been noted by the Board. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Circular date 10 May 2018; an annual performance evaluation of the members of the Board of its own individually and working of various committees of the Board was carried out. Further in a separate meeting of the Independent Directors held on 10 February 2025 without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Chairman and also performance of the other members of the Board. Evaluation of Independent Directors was done at Board Meeting dated 04 May, 2024 without the presence of any Independent Director. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report annexed with this report.

BOARD AND COMMITTEE MEETINGS:

During the year under review 4 (four) Board Meetings, 4 (four) Audit Committee meetings, 1 (one) Stakeholder Relationship Committee and 1 (one) Nomination & Remuneration Committee meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards'' Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, with respect to Director''s Responsibility Statement, it is hereby confirmed that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgment 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 and loss 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 for preventing and detecting fraud and other irregularities.

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

e) Proper internal financial controls are in place and that the financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor to the audit committee or the Board.

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review no changes have been made in the clauses of Memorandum and Articles of Association of your Company. SHARE CAPITAL:

During the year, there is no change in the share capital of the Company. Presently, the paid-up capital of your Company is ? 19, 11, 10,840/-comprising of 191110840 equity shares of ? 1/- each.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

The Company does not have any unclaimed dividend and unclaimed shares.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented all the procedure and adopted all the practices in conformity with the code of Corporate Governance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Management Discussion and Analysis and Corporate Governance Report are made part of this report. A certificate from the statutory auditor regarding compliance of the conditions of Corporate Governance is given in annexure, which is attached hereto and forms part of the Directors'' Report.

STATUTORY AUDITORS AND AUDITORS'' REPORT:

The Members of the Company at their 34^th Annual General Meeting of the Company held on 01 August 2024 approved the appointment of M/s. Dhirubhai Shah & Co LLP, Chartered Accountants, (Firm Regd No: 102511W/W100298) for a term comprising of period of 5 (Five) years commencing from the conclusion of 34^th Annual General Meeting till the conclusion of 39^th Annual General Meeting. The statutory auditors had confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India ("ICAI”) and hold valid (Certificate No. 014773) issued by the Peer Review Board of the ICAI and they are not disqualified to be appointed as Statutory Auditor in terms of the provisions to section 139(1), section 141(2) and section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been dispensed with by the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018. Accordingly, no resolution is being proposed for ratification of reappointment of statutory auditor at the ensuing Annual General Meeting.

The Auditors'' Report for the financial year 2024-25 to the Members for the year under review by M/s. Dhirubhai Shah & Co LLP attached to this Annual Report does not contain any qualification or adverse remark and the report is self-explanatory and therefore do not call for any further clarifications under Section 134(3) (f) of the Act.

COST AUDIT:

As per the requirement of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, maintains of Cost Records, appointment of cost auditor and cost audit is not applicable to your Company for the year under review.

COMPANY SECRETARIAL AUDITORS AND SECRETARIAL AUDITOR''S REPORT:

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 Mr. Umesh Ved, Practicing Company Secretary (Membership No. 4411) of M/s. Umesh Ved & Associates, to undertake the Secretarial Audit of the Company for the year 2024-25. The report of the Secretarial Auditor is annexed herewith as "Annexure B". The report of the secretarial auditor does not contain any qualification or adverse remark and is selfexplanatory. The report is confirming compliance by the Company of all the provisions of applicable corporate laws.

VED Technoserve India Private Limited has been considered as Material Subsidiary in terms of applicable provisions of SEBI Listing Regulations and therefore it has been decided to comply with requirement of conducting secretarial audit as per Regulation 24 of the SEBI Listing Regulations. The secretarial audit report has been annexed as "Annexure D" with the annual reports.

Pursuant to the SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, the Company has obtained an Annual Secretarial Compliance Report from M/s. Umesh Ved & Associates, Practicing Company Secretaries, Ahmedabad which is available on the Company''s website at www.sambhaav.com under ''Investor'' segment.

Pursuant to the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 (Third Amendment); the Board of Directors have approved and recommended for approval of members, appointment of M/s Umesh Ved & Associates, Practicing Company Secretaries (Peer Reviewed Firm - Firm Registration Number 766/2020) as Secretarial Auditor for a term of 5 (five) consecutive years commencing from FY2025-26 to FY2029-30. Necessary details of M/s Umesh Ved & Associates, Practicing Company Secretary is given in the resolution and respective explanatory statement given in the Notice of the 35th Annual General Meeting.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Committee reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit, independence of auditor, related party transactions and compliance of related regulations as prescribed. The Composition and terms of reference of the Audit Committee is more specifically given in the Corporate Governance Report as a part to this report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has adopted a Vigil Mechanism (Whistle

Blower Policy) for the employees of the Company. The objective behind such policy is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct to the management. No Personnel have been denied access to the Audit Committee. The details of the Whistle Blower Mechanism are explained in the Corporate Governance Report and such policy is available on the Company''s website at www.sambhaav.com under ''Investor'' segment.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual harassment policy and internal complaint committee in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no such instance reported during the year under review.

MONITORING AND PREVENTION OF INSIDER TRADING:

In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; the Company has adopted revised Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Insiders and Designated Persons while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the securities of the Company. The code of conduct is available at the Company''s website at www.sambhaav.com under ''Investor'' segment.

The Company has also in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015; put in place institutional mechanism for prevention of insider trading. The audit committee on yearly basis review the compliances made under the regulation as well as the effectiveness of the internal control system to monitor and prevent insider trading.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the period under review, There were actual foreign exchange outgo ? 459,025. Conservation of energy has always been of immense importance to your Company and all the equipment consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTMADE BY THE COMPANY DURING THE YEAR:

As regards investments by the Company, the details of the same are provided under Note No. 4 forming part of the notes to financial statements of the Company for the financial year 2024-25. Details of loans given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Note No. 35 of the notes to the standalone financial statements.

RELATED PARTY TRANSACTIONS:

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm''s length basis. There is no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative as defined under Section 188 of the Companies Act 2013. All Related Party Transactions are placed before the audit committee / Board, as applicable, for their approval. Omnibus approvals are taken for the transactions which are of repetitive in nature. The Related Party Transactions that were entered into by the Company were to facilitate smooth functioning of the ordinary course of business and are in the interest of the Company. The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed as “Annexure E" to this report. The policy on related party transactions as approved by the Board is available on the website of the company at www.sambhaav. com under investor segment.

Disclosures of transactions with related parties in terms of Schedule V read with Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended is given in Note No 34 of the Notes to the Financial Statements.

INTERNAL FINANCIAL CONTROL SYSYTEM AND THEIR ADEQUACY:

The Board of Directors has in terms of the requirements of Section 134(5) (e) of the Companies Act, 2013 laid down the internal financial controls. The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of properties, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continuously upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firm of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not exceed the threshold limits mentioned in Section 135(1) of the Companies Act, 2013. Therefore, the provisions pertaining to Corporate Social Responsibility (CSR) are not applicable to the Company.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee are given in the Corporate Governance Report as a part to this Report. The said policy is also available at the website of the company at www.sambhaav.com under the investor segment.

MATERIAL CHANGES:

No material change has taken place after 31 March 2025 and till the date of this report.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF EMPLOYEES:

The information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the annual report and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the registered office of the company during business hours on any working day of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the "Annexure C" to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India. COMPLIANCE WITH ACCOUNTING STANDARDS IND AS:

In the preparation of the financial statements, the Company has followed the accounting policies and practices as prescribed in the Accounting Standards IND AS.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

There is no significant and material order passed by any regulator or court or tribunal during the year under review which has any material impact on the operations or financials of the Company.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at www.sambhaav. com under investor segment.

CREDIT RATING:

Borrowing made by the Company is brought down below the prescribed limits under the BASEL Norms and therefore Credit Rating is not applicable to your Company.

RISK MANAGEMENT & RISK MANAGEMENT POLICY:

Your company recognizes that risks are integral part of business activities and is committed to mitigating the risks in a proactive and efficient manner. Also, Risk Management process or policy of the Company includes identification of potential risks, risk assessment, minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework. The Audit Committee reviewed such risk management policy and processes, which are more specifically discussed in Management Discussion & Analysis (MDA) report as a part of the Annual report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company does not fall within the Top 1000 Companies by market capitalization at the stock exchanges i.e BSE Limited and National Stock Exchange of India Ltd. during the financial year 2024-25 and previous financial year 2023-24 and therefore in terms of SEBI Circular dated 10 May 2021; the requirement of filing and publishing Business Responsibility and Sustainability Report is not applicable to your Company.

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to become resilient and meaningful player in the media industry. Your Directors would also like to places on record its appreciation for the support and cooperation your Company has been receiving from its Stakeholders, Corporations, Government Authorities, Joint Venture partners and others associated with the Company.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Financial Institutions, Government and Regulatory Authorities and Stock Exchanges, for their continued support. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Consultants and Advisors. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavor to build and nurture strong links with the business based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests. Your Directors would like to express their thanks to the Government of India for their efforts put in place to curb the pandemic and support the economy of the nation.

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Mar 31, 2024

Your Directors are pleased to present the 34^th Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended on March 31, 2024.

STATE OF AFFAIRS AND REVIEW OF OPERATIONS:

Your Company is engaged in the business of Media having various products in one basket i.e. Sambhaav Metro- established and informative afternoon tabloid newspaper, Abhiyaan - weekly Gujarati magazine, VTV News - most popular Gujarati news TV channel, Top FM - 8 FM radio channels in Gujarat, 3 FM radio channels in Jammu and 2 FM radio in Ladakh, and also operating IVT (Integrated Vehicle Tracking) and PIS (Passenger Information System) project with Gujarat State Road Transport Corporation (GSRTC).

Business and operations are elaborated in Management Discussion & Analysis (MDA) report as a part of the Annual report.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2023-24 is as under:

Particulars	Standalone		Consolidated
	March 31,2024	March 31,2023	March 31,2024	March 31,2023
Revenue from Operations	3,941.66	4,020.90	3,995.70	4,033.25
Add: Other Income	284.36	224.51	281.29	248.93
Total Income	4,226.02	4,245.41	4,276.99	4,282.18
Profit / (Loss) before Finance Costs, Depreciation and Amortization Expenses, Exceptional Items & Tax Expenses	834.55	853.92	851.68	775.08
Less: Finance Costs	216.43	270.57	216.60	270.71
Profit/(Loss) before Depreciation and Amortization Expenses, Exceptional Items & Tax Expenses	618.12	583.35	635.08	504.37
Less: Depreciation and Amortization	512.84	573.61	531.30	570.69
Profit / (Loss) before Exceptional Items & Tax Expenses before share of profit in associate	105.28	9.74	103.78	(66.32)
Share of profit/(Loss) of Joint Venture	-	-	(8.27)	6.95
Profit/(loss) before Exceptional Items & Tax Expenses	105.28	9.74	95.51	(59.37)
Add: Exceptional Item (Income)	-	80.00	34.20	22.06
Profit Before Tax	105.28	89.74	129.71	(37.30)
Less: Tax Expenses	(11.74)	104.55	(10.27)	87.30
Profit After Tax	117.02	(14.81)	139.98	(124.60)
Profit/(Loss) from Discontinued operations
Profit/(Loss) from Discontinued operations	(114.52)	(189.88)	(114.52)	(189.88)
Tax on Profit/(Loss) from Discontinued Operation	32.75	54.30	32.75	54.30
Profit/(Loss) from Discontinued operations	(81.77)	(135.58)	(81.77)	(135.58)
Profit/(Loss) for the year	35.25	(150.39)	58.21	(260.18)
Other Comprehensive Income	5.04	(2.23)	4.83	(0.26)
Total Comprehensive Income	40.29	(152.62)	63.04	(260.44)
Add: Balance Brought forward from previous Financial Year	3,300.17	3,452.79	3,353.66	3,611.91
Profit available for Appropriation	3,340.45	3,300.17	3,416.70	3,351.46
Add: security Premium	2,995.47	2,995.47	2,995.46	2,995.46
Add: Capital Reserve	2.28	2.28	2.28	2.28
Surplus carried to Balance Sheet	6,338.20	6,297.92	6,414.44	6,349.20
Share Capital	1,911.11	1,911.11	1,911.11	1,911.11
Net Worth	8,249.31	8,209.03	8,325.51	8,260.31
Earning Per Share [EPS]
Basic & Diluted Earning before Exceptional items per Equity Share [EPS] [in '' ] - Continuing Operations	0.06	(0.05)	0.06	(0.08)
Basic & Diluted Earning before Exceptional items per Equity Share [EPS] [in '' ] - Discontinued Operations	(0.04)	(0.07)	(0.04)	(0.07)
Basic & Diluted Earning after Exceptional items per Equity Share [EPS] [in '' ]	0.02	(0.08)	0.03	(0.14)

The detailed financial analysis and information of business operations and activities are more specifically given in the Management Discussion and Analysis Report annexed to this Board Report.

CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there has been no change in the nature of Business of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Your Company is undertaking various projects and work through subsidiary and joint ventures. As per Section 129 (3) of the Companies Act, 2013, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report. Your Company has only one Subsidiary VED Technoserve India Private Limited (“VED”).

VED is engaged in the business of technological project executions and has successfully executed projects of Public Entertainment System (PES) in the buses and bus deport of GSRTC and also operating a project of IVT & PIS for GSRTC. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available at the Company''s website at www.sambhaav.com. The audited financial statements of the subsidiary and joint venture are available for inspection at the Company''s registered office at Ahmedabad and also at registered offices of the respective companies. Copies of the annual accounts of the subsidiary and joint venture will also be made available to the investors of Sambhaav Media Limited upon request. In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules, 2014, statement containing the salient features; of the subsidiaries, associates and joint ventures in the prescribed Form: AOC- 1 is annexed to this report as “Annexure A”. COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES DURING THE YEAR: During the year under review your Company has received back capital contribution made to Sambhaav Nascent LLP and as a result consequent upon change in the LLP agreement, Sambhaav Nascent LLP ceased w.e.f. 09 February 2024 to be joint venture of your Company. Except this there is no change in status of Subsidiaries, Associates or Joint Ventures of your Company.

AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:

During the year under review, the Company has transferred all of its Net Profit/ (Loss) of the year 2023-24 to Reserves.

DIVIDEND:

Foreseeing the requirement of financial resources for the project execution, future growth, and in order to create strong economic base and long-term value for the investors; your directors have decided not to recommend any dividend for the financial year ended on 31 March 2024.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of Section 73 and 76 of the provisions of the Companies Act, 2013.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

• Pursuant to Section 152 of the Companies Act, 2013, Mr. Manoj B. Vadodaria (DIN: 00092053), Managing Director retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

• During the year under review Mrs. Gouri P Popat (DIN: 08356151) was reappointed as Non-Executive Director Independent Director for second term of 5 (five) years w.e.f. 12 February, 2024.

• Mr. Kiran B. Vadodaria resigned as Director w.e.f 27 May 2023.

• Mr. Ashokkumar Jain has been appointed as Chief Executive Officer of the Company w.e.f. 12 August, 2023.

• Mr. Mehul Patel resigned as Chief Financial Officer of the Company w.e.f 26 October 2023 and Mr. Sanjay Thaker was appointed as Chief Financial Officer of the Company w.e.f 16 January 2024.

• Except as mentioned herein above there is no change in the Board of Directors and Key Managerial Personnel of the Company.

• As per the provisions of Section 203 of the Companies Act, 2013, Mr. Manoj B. Vadodaria - Chairman & Managing Director, Mr. Ashokkumar Jain - Chief Executive Officer, Mr. Sanjay Thaker - Chief Financial Officer and Ms. Manisha Mali - Company Secretary were the Key Managerial Personnel of the Company as at the end of the year under review.

• All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

• Necessary resolution for the reappointment of the aforesaid retiring Director has been included in the Notice convening the ensuing Annual General Meeting and details of the proposal, rational, justification and performance evaluation report, in terms of applicable Secretarial Standard on General Meeting (SS-2), for the re-appointment of Directors are mentioned in the explanatory statement of the Notice.

Statement regarding opinion of the Board with regard to appointment of Independent Director during the year.

In the opinion of the Board, the Independent Directors appointed during the year possess highest level of integrity, rich experience and requisite expertise in relevant area. With regard to proficiency, all Independent Directors of the Company i.e. Mr. N R Mehta (DIN: 00092386), Mr. Dilip D Patel (DIN: 01523277) and Mr. O P Bhandari (DIN: 00056458) and Mrs. Gouri P Popat (DIN: 08356151) are exempt from the requirement of online proficiency self-assessment test.

Declaration given by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 read with 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances which may affect their status as an Independent Director and the same has been noted by the Board. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Circular date 10 May 2018; an annual performance evaluation of the members of the Board of its own individually and working of various committees of the Board was carried out. Further in a separate meeting of the Independent Directors held on 08 February 2024 without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Chairman and also performance of the other members of the Board. Evaluation of Independent Directors was done upon conclusion of Board Meeting dated 26 May, 2023 without the presence of any Independent Director. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report annexed with this report.

BOARD AND COMMITTEE MEETINGS:

During the year under review 5 (five) Board Meetings, 5 (five) Audit Committee meetings, 1 (one) Stakeholder Relationship Committee and 2 (two) Nomination & Remuneration Committee meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards'' Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, with respect to Director''s Responsibility Statement, it is hereby confirmed that:

a) In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgment 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 and loss 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 for preventing and detecting fraud and other irregularities.

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

e) Proper internal financial controls are in place and that the financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliances with the provisions of all applicable laws and that such systems are adequate and operating effectively.

REPORTING OF FRAUD:

During the year under review there was no instance of any fraud which has been reported by any auditor to the audit committee or the Board.

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review no changes have been made in the clauses of Memorandum and Articles of Association of your Company. SHARE CAPITAL:

During the year, there is no change in the share capital of the Company. Presently, the paid-up capital of your Company is '' 19, 11, 10,840/-comprising of 191110840 equity shares of '' 1/- each.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

The Company does not have any unclaimed dividend and unclaimed shares.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented all the procedure and adopted all the practices in conformity with the code of Corporate Governance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Management Discussion and Analysis and Corporate Governance Report are made part of this report. A certificate from the statutory auditor regarding compliance of the conditions of Corporate Governance is given in annexure, which is attached hereto and forms part of the Directors'' Report.

STATUTORY AUDITORS AND AUDITOR’S REPORT:

The Board of Directors of the Company at its meeting held on May 20, 2019 had appointed M/s. R K Doshi & Co, LLP Chartered Accountants, (ICAI Registration No. 102745W/ W100242), as the Statutory Auditor of the Company. Further, the Members of the Company at the 29th Annual General Meeting of the Company held on September 27, 2019 approved the appointment of M/s. R K Doshi & Co, LLP Chartered Accountants, for a period of 5 (Five) years commencing from the conclusion of 29^th Annual General Meeting till the conclusion of 34th Annual General Meeting. Also, it had confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (“ICAI”) and hold valid (Certificate No. 010113) issued by the Peer Review Board of the ICAI and they are not disqualified to be appointed as Statutory Auditor in terms of the provisions to section 139(1), section 141(2) and section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The Auditors'' Report for the financial year 2023-24 to the Members for the year under review by M/s. R K Doshi & Co, LLP attached to this Annual Report does not contain any qualification or adverse remark and the report is self-explanatory and therefore do not call for any further clarifications under Section 134(3) (f) of the Act.

Further, upon completion of Tenure of M/s. R K Doshi & Co, LLP the Board of Directors of the Company at its meeting held on 04 May, 2024 had appointed M/s. Dhirubhai Shah & Co. LLP Chartered Accountants, (Firm Registration No. 102511W/W100298), as the Statutory Auditor of the Company for a period of 5 (Five) years commencing from the conclusion of 34^th Annual General Meeting till the conclusion of 39th Annual General Meeting. Also, it had confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (“ICAI”) and hold valid (Certificate No. 014773) issued by the Peer Review Board of the ICAI and they are not disqualified to be appointed as Statutory Auditor in terms of the provisions to section 139(1), section 141(2) and section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

COST AUDIT:

As per the requirement of the Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, maintains of Cost Records, appointment of cost auditor and cost audit is not applicable to your Company for the year under review.

SECRETARIAL AUDITOR’S REPORTS:

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 Mr. Umesh Ved, Practicing Company Secretary (Membership No. 4411) of M/s. Umesh Ved & Associates, to undertake the Secretarial Audit of the Company for the year 2023-24. The report of the Secretarial Auditor is annexed herewith as “Annexure B”. The report of the secretarial auditor does not contain any qualification or adverse remark and is self-explanatory. The report is confirming compliance by the Company of all the provisions of applicable corporate laws.

VED Technoserve India Private Limited has been considered as Material Subsidiary in terms of applicable provisions of SEBI Listing Regulations and therefore it has been decided to comply with requirement of conducting secretarial audit as per Regulation 24 of the SEBI Listing Regulations. The secretarial audit report upon completion of audit would be annexed as “Annexure E” with the annual report before dispatch to the shareholders.

Pursuant to the SEBI circular dated February 08, 2019, the Company has obtained an Annual Secretarial Compliance Report from M/s. Umesh Ved & Associates, Practicing Company Secretaries, Ahmedabad which is available on the Company''s website at www.sambhaav.com under ‘Investor'' segment.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Committee reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit, independence of auditor, related party transactions and compliance of related regulations as prescribed. The Composition and terms of reference of the Audit Committee is more specifically given in the Corporate Governance Report as a part to this report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and Regulation

22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has adopted a Vigil Mechanism (Whistle Blower Policy) for the employees of the Company. The objective behind such policy is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct to the management. No Personnel have been denied access to the Audit Committee. The details of the Whistle Blower Mechanism are explained in the Corporate Governance Report and such policy is available on the Company''s website at www.sambhaav.com under ‘Investor'' segment.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an anti-sexual harassment policy and internal complaint committee in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no such instance reported during the year under review.

MONITORING AND PREVENTION OF INSIDER TRADING:

In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; the Company has adopted revised Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Insiders and Designated Persons while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the securities of the Company. The code of conduct is available at the Company''s website at www.sambhaav.com under ‘Investor'' segment.

The Company has also in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015; put in place institutional mechanism for prevention of insider trading. The audit committee on yearly basis review the compliances made under the regulation as well as the effectiveness of the internal control system to monitor and prevent insider trading.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

There is no foreign exchange earnings and outgo during the years under review. Conservation of energy has always been of immense importance to your Company and all the equipment consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTMADE BY THE COMPANY DURING THE YEAR:

As regards investments by the Company, the details of the same are provided under Note No. 04 forming part of the notes to financial statements of the Company for the financial year 2023-24. Details of loans given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Note No. 36 of the notes to the standalone financial statements.

RELATED PARTY TRANSACTIONS:

In terms of Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm''s length basis. There is no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative as defined under Section 188 of the Companies Act 2013. All Related Party Transactions are placed before the audit committee / Board, as applicable, for their approval. Omnibus approvals are taken for the transactions which are of repetitive in nature. The Related Party Transactions that were entered into by the Company were to facilitate smooth functioning of the ordinary course of business and are in the interest of the Company. The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed as “Annexure D” to this report. The policy on related party transactions as approved by the Board is available on the website of the company at www.sambhaav.com under investor segment.

Disclosures of transactions with related parties in terms of Schedule V read with Regulation 34(3) and 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amended is given in Note No 35 of the Notes to the Financial Statements.

INTERNAL FINANCIAL CONTROL SYSYTEM AND THEIR ADEQUACY:

The Board of Directors has in terms of the requirements of Section 134(5) (e) of the Companies Act, 2013 laid down the internal financial controls. The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of properties, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continuously upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firm of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not exceed the threshold limits mentioned in Section 135(1) of the Companies Act, 2013. Therefore, the provisions pertaining to Corporate Social Responsibility (CSR) are not applicable to the Company.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS :

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee are given in the Corporate Governance Report as a part to this Report. The said policy is also available at the website of the company at www.sambhaav.com under the investor segment.

MATERIAL CHANGES:

No material change has taken place after 31 March 2024 and till the date of this report.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF EMPLOYEES:

The information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the annual report and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the registered office of the company during business hours on any working day of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the “Annexure C” to this report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India. COMPLIANCE WITH ACCOUNTING STANDARDS IND AS:

In the preparation of the financial statements, the Company has followed the accounting policies and practices as prescribed in the Accounting Standards IND AS.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

There is no significant and material order passed by any regulator or court or tribunal during the year under review which has any material impact on the operations or financials of the Company.

DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency Bankruptcy Code 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During year under review, there has been no one time settlement of loans taken from Banks and Financial Institutions.

ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at www.sambhaav.com under investor segment.

CREDIT RATING:

Borrowing made by the Company is brought down below the prescribed limits under the BASEL Norms and therefore Credit Rating is

now not applicable to your Company.

RISK MANAGEMENT & RISK MANAGEMENT POLICY:

Your company recognizes that risks are integral part of business activities and is committed to mitigating the risks in a proactive and efficient manner. Also, Risk Management process or policy of the Company includes identification of potential risks, risk assessment, minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework. The Audit Committee reviewed such risk management policy and processes, which are more specifically discussed in Management Discussion & Analysis (MDA) report as a part of the Annual report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company does not fall within the Top1000 Companies by market capitalization at the stock exchanges i.e BSE Limited and National Stock Exchange of India Ltd. during the financial year 2023-24 and previous financial year 2022-23 and therefore in terms of SEBI Circular dated 10 May 2021; the requirement of filing and publishing Business Responsibility and Sustainability Report is not applicable to your Company.

APPRECIATIONS AND ACKNOWLEDGMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to become resilient and meaningful player in the media industry. Your Directors would also like to places on record its appreciation for the support and cooperation your Company has been receiving from its Stakeholders, Corporations, Government Authorities, Joint Venture partners and others associated with the Company.

The Directors also take this opportunity to thank all Investors, Clients, Vendors, Banks, Financial Institutions, Government and Regulatory Authorities and Stock Exchanges, for their continued support. Your Directors also wish to record their appreciation for the continued co-operation and support received from the Consultants and Advisors. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be the Company''s endeavor to build and nurture strong links with the business based on mutuality of benefits, respect for and cooperation with each other, consistent with consumer interests. Your Directors would like to express their thanks to the Government of India for their efforts put in place to curb the pandemic and support the economy of the nation.

Date: 04 May 2024 FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Ahmedabad OF SAMBHAAV MEDIA LIMITED

(CIN: L67120GJ1990PLC014094)

MANOJ B VADODARIA Chairman & Managing Director DIN:00092053

---

Mar 31, 2023

Your Directors are pleased to present the Thirty-Third (33^rd) Annual Report of your Company together with the Audited Financial Statements for the Financial Year ended on March 31, 2023.

FINANCIAL HIGHLIGHTS :

The performance of the Company for the Financial Year 2022-23 is as under:

('' in Lakhs, except per equity share data)

Particulars	Standalone		Consolidated
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from Operations	4,020.90	3,364.35	4,033.25	3,397.40
Add: Other Income	224.51	241.91	248.93	271.91
Total Income	4,245.41	3,606.26	4,282.18	3,669.31
Profit / (Loss) before Finance Costs, Depreciation and Amortization Expenses, Exceptional Items & Tax Expenses	853.92	299.69	775.08	304.86
Less: Finance Costs	270.57	172.67	270.71	176.51
Profit/(Loss) before Depreciation and Amortization Expenses, Exceptional Items & Tax Expenses	583.35	127.02	504.37	128.35
Less: Depreciation and Amortization	573.61	535.88	570.69	524.80
Profit / (Loss) before Exceptional Items & Tax Expenses before share of profit in associate	9.74	(408.86)	(66.32)	(396.45)
Share of profit/(Loss) of Joint Venture	-	-	6.95	5.85
Profit/(loss) before Exceptional Items & Tax Expenses	9.74	(408.86)	(59.37)	(390.60)
Add: Exceptional Item (Income)	80.00	-	22.06	-
Profit Before Tax	89.74	(408.86)	(37.30)	(390.60)
Less: Tax Expenses	103.80	(94.27)	87.21	(94.78)
Profit After Tax	(14.06)	(314.59)	(124.51)	(295.82)
Profit/(Loss) from Discontinued operations
Profit/(Loss) from Discontinued operations	(189.88)	416.23	(189.88)	416.23
Tax on Profit/(Loss) from Discontinued Operation	54.30	(119.04)	54.30	(119.04)
Profit/(Loss) from Discontinued operations	(135.58)	297.19	(135.58)	297.19
Profit/(Loss) for the year	(149.64)	(17.40)	(260.09)	1.37
Other Comprehensive Income	(2.98 )	1.87	(0.36 )	1.12
Total Comprehensive Income	(152.62)	(15.53)	(260.44)	2.49
Add: Balance Brought forward from previous Financial Year	3,452.79	3,468.33	3,611.91	3,609.41
Profit available for Appropriation	3,300.17	3,452.80	3,351.46	3,611.90
Add: security Premium	2,995.47	2,995.47	2,995.46	2,995.46
Add: Capital Reserve	2.28	2.28	2.28	2.28
Surplus carried to Balance Sheet	6,297.92	6,450.55	6,349.20	6,609.64
Share Capital	1,911.11	1,911.11	1,911.11	1,911.11
Net Worth	8,209.03	8,361.66	8,260.31	8,520.75
Earning Per Share [EPS]
Basic & Diluted Earning before Exceptional items per Equity Share [EPS] [in '' ] - Continuing Operations	(0.05)	(0.17)	(0.08)	(0.16)
Basic & Diluted Earning before Exceptional items per Equity Share [EPS] [in '' ] - Discontinued Operations	(0.07)	0.16	(0.07)	0.16
Basic & Diluted Earning after Exceptional items per Equity Share [EPS] [in '' ]	(0.08)	(0.01)	(0.14)	0.00

Notes:

(1) The above figures are extracted from the standalone and consolidated financial statements as per Indian Accounting Standards.

(2) Equity Shares are at par value of ''1 per share.

STATE OF AFFAIRS OF THE COMPANY AND REVIEW OF OPERATIONS:

Your Company is engaged in the business of Media having various products in one basket i.e. Sambhaav Metro-established and informative afternoon tabloid newspaper, Abhiyaan-weekly Gujarati magazine, VTV News-most popular Gujarati news TV channel, Top FM-8 FM radio channels in Gujarat, 3 FM radio channels in Jammu and 2 FM radio in Ladakh, and also operating IVT (Integrated Vehicle Tracking) and PIS (Passenger Information System) project with Gujarat State Road Transport Corporation (GSRTC).

During the year under review, Company has successfully completed Wise TV (first live in-transit TV channel deployed in the buses and bus depots) project with GSRTC. The detailed operational & financial impact of the discontinued operation on account of completion of project is more particularly described in Note No. 38 of financial statement.

Business and operations are elaborated in Management Discussion & Analysis (MDA) report as a part of the Annual report.

CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there has been no change in the nature of the Company.

MATERIAL CHANAGE:

There are no material changes and commitments have occurred after the close of the financial year till the date of this Report, which materially affect the financial position of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

Your Company is undertaking various projects and work through subsidiary and joint ventures. As per Section 129 (3) of the Companies Act, 2013 your, Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report. Your Company has only one Subsidiary VED Technoserve India Private Limited (“VED”).

VED is engaged in the business of technological project executions and has successfully executed projects of Public Entertainment System (PES) in the buses and bus deport of GSRTC and also operating a project of IVT & PIS for GSRTC. The subsidiary company is performing well and the financial performance is given in Annexure A to this Report. During the year your Company has sold 40% equity share holding in VED to bring strategic partnership for augmentation of growth and business.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available at the Company''s website at www.sambhaav.com. The audited financial statements of the subsidiary and joint venture are available for inspection at the Company''s registered office at Ahmedabad and also at registered offices of the respective companies. Copies of the annual accounts of the subsidiary and joint venture will also be made available to the investors of Sambhaav Media Limited upon request.

In terms of proviso to Section 129(3) and Rule 8(1) of the Companies (Accounts) Rules, 2014, statement containing the salient features; of the subsidiaries, associates and joint ventures in the prescribed Form: AOC- 1 is annexed to this report as “Annexure A”.

The Company has formed a policy for determining material subsidiaries which is readily available at the website of the Company at www. sambhaav.com under the Investor Segment.

COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES OR JOINT VENTURES DURING THE YEAR:

There is no change in subsidiaries, associates and joint venture Companies during the year except VED ceases to be wholly owned subsidiary of your Company. The Company has sold 2000000 equity shares (40%) of VED and consequent upon the said sell of shares; VED ceases to be Wholly Owned Subsidiary and shall continue to be Subsidiary Company of your Company.

TRANSFER TO RESERVES:

During the year under review, the Company has transferred all of its Net Profit/ (Loss) of the year 2022-23 to Reserves.

DIVIDEND:

The Board of Directors of your company after considering the requirement of financial resources and in order to create strong economic base and long-term value for the investors, have decided not to recommend any Dividend for the year under review.

PUBLIC DEPOSITS:

During the year under review your Company has not accepted any deposits from the public within the meaning of the provisions of Section 73 and 76 the Companies Act, 2013.

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

During the year under review, following mentioned changes occurred with regard to Board of Directors and Key Managerial Personnel.

• Ms. Palak Asawa has resigned as company secretary w.e.f. July 13, 2022 and Ms. Manisha Mali has been appointed as Company Secretary w.e.f. July 22, 2022.

• Mr. Madhav Shah was appointed as Chief Financial Officer on July 22, 2022 and due to his personal unavoidable reasons he resigned from the post w.e.f. September 17, 2022. Mr. Mehul Patel has been appointed as Chief Financial Officer w.e.f. March 06, 2023.

• Mr. Kiran B Vadodaria was re-appointed as Chairman and Managing Director of the Company w.e.f. August 09, 2022.

• Mr. Manoj B Vadodaria was appointed as Managing Director and designation of Mr. Kiran B. Vadodaria was changed as NonExecutive Director w.e.f January 29, 2023.

• Mr. Kiran B Vadodaria has tendered his resignation as Non-Executive Director w.e.f. May 27, 2023.

Except as mentioned herein above, there is no other change in the Board of Directors and Key Managerial Personnel of the Company during the year.

All the Directors have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013.

Statement regarding opinion of the Board with regard to appointment of Independent Director during the year:

In the opinion of the Board, the Independent Directors appointed during the year possess highest level of integrity, rich experience and requisite expertise in relevant area. With regard to proficiency, all Independent Directors of the Company i.e. Mr. N R Mehta (DIN: 00092386), Mr. Dilip D Patel (DIN: 01523277) and Mr. O P Bhandari (DIN: 00056458) and Mrs. Gouri P Popat (DIN: 08356151) are exempt from the requirement of online proficiency self-assessment test.

Declaration given by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 read with 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and that there has been no change in the circumstances which may affect their status as an Independent Director and the same has been noted by the Board. The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

All the Independent Directors on the Board of the Company are registered with Indian Institute of Corporate Affairs (IICA), Manesar, Gurgaon as notified by Central Government under Section 150(1) of the Companies Act, 2013.

Board Evaluation:

pursuant to the provisions of the Companies Act, 2013 and SEBI Circular date May 10, 2018; an annual performance evaluation of the members of the Board of its own individually and working of various committees of the Board was carried out. Further in a separate meeting of the Independent Directors held on January 28, 2023 without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Chairman and also performance of the other members of the Board. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report annexed with this report.

BOARD AND COMMITTEE MEETINGS:

During the year under review, 7 (Seven) Board Meetings, 6 (Six) Audit Committee Meetings, 4 (Four) Nomination and Remuneration Committee Meetings and 1 (One) Stakeholders Relationship Committee Meeting were held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

The details of the meetings are disclosed in the Corporate Governance Report appended to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2022-23, your Directors confirm that:

a) In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to 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 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 an adequate system of internal financial control to be followed by the Company and such internal financial controls are adequate and operating efficiently; and;

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

REPORTING OF FRAUD:

During the year under review, there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or the Board. ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

During the year under review no changes have been made in the clauses of Memorandum and Articles of Association of your Company. SHARE CAPITAL:

During the year, there is no change in the share capital of the Company. Presently, the paid-up capital of your Company is '' 19, 11, 10,840/-comprising of 191110840 equity shares of '' 1/- each.

INDIAN ACCOUNTING STANDARDS:

Pursuant to the notification, issued by the Ministry of Corporate Affairs (MCA) dated February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, your Company, its subsidiary companies, associate companies and joint venture Companies have adopted “IND AS” with effect from April 01,2017 and the financial statements have been prepared in accordance therewith.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

The Company has implemented all the procedure and adopted all the practices in conformity with the code of Corporate Governance as enumerated in Schedule V of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Management Discussion and Analysis and Corporate Governance Report are made part of this report. A certificate from the statutory auditor regarding compliance of the conditions of Corporate Governance is given in annexure, which is attached hereto and forms part of the Directors'' Report.

STATUTORY AUDITORS AND AUDITOR’S REPORT:

The Board of Directors of the Company at its meeting held on May 20, 2019 had appointed M/s. R K Doshi & Co, LLP Chartered Accountants, (ICAI Registration No. 102745W/ W100242), as the Statutory Auditor of the Company. Further, the Members of the Company at the 29^th Annual General Meeting of the Company held on September 27, 2019 approved the appointment of M/s. R K Doshi & Co, LLP Chartered Accountants, for a period of 5 (Five) years commencing from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting. Also, it had confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (“ICAI”) and hold valid (Certificate No. 010113) issued by the Peer Review Board of the ICAI and they are not disqualified to be appointed as Statutory Auditor in terms of the provisions to section 139(1), section 141(2) and section 141(3) of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been dispensed with by the Companies (Amendment) Act, 2017 w.e.f. May 7, 2018. Accordingly, no resolution is being proposed for ratification of reappointment of statutory auditor at the ensuing Annual General Meeting.

The Auditors'' Report to the Members for the year under review by M/s. R K Doshi & Co, LLP attached to this Annual Report does not contain any qualification or adverse remark and the report is self explanatory and therefore do not call for any further clarifications under Section 134(3) (f) of the Act.

SECRETARIAL AUDITOR’S REPORTS:

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 Mr. Umesh Ved, Practicing Company Secretary (Membership No. 4411) of M/s. Umesh Ved & Associates, to undertake the Secretarial Audit of the Company for the year 2022-23. The report of the Secretarial Auditor is annexed herewith as “Annexure B”. The report of the secretarial auditor does not contain any qualification or adverse remark and is self-explanatory. The report is confirming compliance by the Company of all the provisions of applicable corporate laws.

Since VED Technoserve India Pvt. Ltd. ceases to be material subsidiary of your Company in terms of applicable provisions of SEBI Listing Regulations; Secretarial Audit Report thereof is not applicable.

Pursuant to the SEBI circular dated February 08, 2019, the Company has obtained an Annual Secretarial Compliance Report from M/s. Umesh Ved & Associates, Practicing Company Secretaries, Ahmedabad which is available on the Company''s website at www.sambhaav. com under ‘Investor'' segment.

AUDIT COMMITTEE:

The Company has constituted an Audit Committee in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Committee reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit, independence of auditor, related party transactions and compliance of related regulations as prescribed. The Composition and terms of reference of the Audit Committee is more specifically given in the Corporate Governance Report as a part to this report.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Company has adopted a Vigil Mechanism (Whistle Blower Policy) for the employees of the Company. The objective behind such policy is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct to the management. No Personnel have been denied access to the Audit Committee. The details of the Whistle Blower Mechanism are explained in the Corporate Governance Report and such policy is available on the Company''s website at www.sambhaav.com under ‘Investor'' segment.

DISCLOSURE IN TERMS OF SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has constituted the policy for Prevention of Sexual Harassment at Work place (POSH) and Internal Complaints Committee pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 in the Board Meeting held on May 20, 2019. This helps employees to register their complaints against sexual harassment and the right to work with dignity.

During the year under review, the Company has neither received any complaints in this regard nor any complaint pending at the beginning and ending of the year.

MONITORING AND PREVENTION OF INSIDER TRADING:

In terms of the Regulation 9 of SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; the Company has adopted revised Code of Conduct prohibiting, regulating and monitoring the dealings in the securities of the Company by Insiders and Designated Persons while in possession of Unpublished Price Sensitive Information (UPSI) in relation to the securities of the Company. The code of conduct is available at the Company''s website at www.sambhaav.com under ‘Investor'' segment.

The Company has also in terms of Regulation 9A of the SEBI (Prohibition of Insider Trading) Regulations, 2015; put in place institutional mechanism for prevention of insider trading. The audit committee on yearly basis review the compliances made under the regulation as well as the effectiveness of the internal control system to monitor and prevent insider trading.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

There is no foreign exchange earnings and outgo during the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR:

As regards investments by the Company, the details of the same are provided under Note No. 04 forming part of the notes to financial statements of the Company for the financial year 2022-23. Details of loans given to other persons covered under Section 186 of the Companies Act, 2013 are given in the Note No. 36 of the notes to the Standalone Financial Statements.

RELATED PARTY TRANSACTIONS:

Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 the Company has adopted policy on dealing with related party transactions. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and the related parties. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and at arm''s length basis. All Related Party Transactions are placed before the Audit Committee/ Board, as applicable, for their approval. Omnibus approval is taken for the transactions which are repetitive in nature. The disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed as “Annexure D” to this report.

The policy on related party transactions as approved by the Board is available on the website of the company www.sambhaav.com under investor segment.

Disclosures of transactions with related parties including significant material related party transactions made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative. In terms of Schedule V read with Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended is given in Note No. 35 of the Notes to the Financial Statements.

INTERNAL FINANCIAL CONTROL SYSYTEM AND THEIR ADEQUACY:

The Company has an internal control system in terms of the requirements under Section 134(5) (e) of the Companies Act, 2013 commensurate with the size, scale and complexity of its operations, which is cognizant of applicable laws and regulations and the accurate reporting of financial transactions in the financial statements. The Company is continuously trying to upgrade such systems in place and also it is supplemented by extensive internal audits, conducted by independent firms of Chartered Accountants M/s MBD & Co LLP at Ahmedabad.

RISK MANAGEMENT & RISK MANAGEMENT POLICY:

Your company recognizes that risks are integral part of business activities and is committed to mitigating the risks in a proactive and efficient manner. Also, Risk Management process or policy of the Company includes identification of potential risks, risk assessment, minimization procedures and periodical review to ensure that executive management controls risk by means of a properly designed framework. The Audit Committee is kept reviewed such risk management policy and processes, which are more specifically discussed in Management Discussion & Analysis (MDA) report as a part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not exceed the threshold limits mentioned in Section 135(1) of the Companies Act, 2013. Therefore, the provisions pertaining to Corporate Social Responsibility (CSR) are not applicable to the Company.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION :

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee are given in the Corporate Governance Report as a part to this Report. The said policy is also available at the website of the company at www.sambhaav.com under the investor segment.

MATERIAL CHANGES:

No material changes have taken place after March 31, 2023 and till the date of the report, which may substantially affect the financial performance or the statement of the Company.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS OF EMPLOYEES:

The information as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the annual report and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the registered office of the company during business hours on any working day of the Company up to the date of ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard. Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the “Annexure C” to this report.

CREDIT RATING:

Borrowing made by the Company is brought down below the prescribed limits under the BASEL Norms and therefore Credit Rating is not applicable to your Company.

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

The information as required under Rule 5(1) and 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are given in “Annexure C” to this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS:

During the year under review, there were no material and significant orders passed by the regulators of courts or tribunals impacting the going concern status and the company''s operations in future.

ANNUAL RETURN:

Pursuant to Section 134(3) (a) and Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the financial year ended on March 31,2023 is placed on the website of the Company and can be accessed at www.sambhaav.com under the Investor Segment.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During year under review, there has been no one time settlement of Loans taken from Banks and Financial Institutions.

BUSINESS RESPONSIBILITY AND SUSTAINABLE REPORTING (BRSR):

Your Company does not fall within the prescribed criterion for publishing BRSR in terms of Regulation 34 of SEBI (Listing Obligation Disclosure Requirement) Regulations 2015 and therefore BRSR is not required to be filled and published.

APPRECIATIONS AND ACKNOWLEDGMENTS:

The Board of Directors would like to place on record their gratitude for the guidance and cooperation extended by Company''s employees, customers, vendors, clients, and partners. The Directors also take this opportunity to thank all Investors, Banks, Financial Institutions, Stakeholders, Corporations, Government and Regulatory Authorities and their agencies and Stock Exchanges for their continued cooperation.

Date: May 26, 2023 FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Place: Ahmedabad OF SAMBHAAV MEDIA LIMITED

MANOJ B VADODARIA Chairman & Managing Director DIN:00092053

---

Mar 31, 2018

To,

The Members,

Sambhaav Media Limited

The Directors take pleasure in presenting the Twenty Eighth Annual Report of your Company together with Audited Financial Statements for the year ended March 31, 2018.

STATE OF AFFAIRS OF THE COMPANY Financial Highlights

The financial performance of your Company for the year ended March 31, 2018 is summarized below:

(Rs. in Lakhs, except per equity share data)

Particulars	Standalone - For the Year ended		Consolidated - For the Year ended
	March 31, 2018	March 31, 2017	March 31, 2018	March 31, 2017
Revenue From Operations	4,035.07	3,296.70	4,035.07	3,296.70
Other Income	335.29	273.36	374.56	368.54
Total Revenue	4,370.36	3,570.06	4,409.63	3,665.24
Less: Total Expenditure	3,804.10	3,110.47	3,848.43	3,192.16
Profit Before Tax	566.26	459.59	561.20	473.08
Less: Current Tax	180.51	182.25	184.40	207.25
Less: Earlier Year Tax	(45.13)	(60.07)	(45.13)	(60.07)
Less: Deferred Tax	15.97	(8.68)	15.97	(8.62)
Net Profit after Tax	414.91	346.09	405.96	334.52
Share of Loss of associate and joint control entities			-	0.19
Net Profit/(Loss) for the year	414.91	346.09	405.96	334.71
Other Comprehensive Income for the year	(2.97)	0.54	(2.97)	0.54
Total Comprehensive Income for the year	411.94	346.63	402.99	335.25
Add: Balance Brought forward from previous year	2,942.75	2,596.12	3,059.23	2,723.98
Profit available for Appropriation	3,354.69	2,942.75	3,462.22	3,059.23
Security Premium	2,995.47	1,867.86	2,995.46	1,867.86
Capital Reserve	2.28	2.28	2.28	2.28
Money Received against Share warrant	-	352.38	-	352.38
OCI Reserve	(0.05)	-	(0.05)	-
Surplus carried to Balance Sheet	6,352.39	5,165.27	6,459.91	5,281.75
Paid up Share Capital (F.V. of Rs. 1 each)	1,911.11	1,629.21	1,911.11	1,629.21
Net Worth	8,263.50	6,794.48	8,371.02	6,910.96
Earning Per Equity Share of Rs. 1 each
Basic	0.24	0.24	0.24	0.23
Diluted	0.22	0.20	0.21	0.20

Notes:

(1) The above figures are extracted from the standalone and consolidated financial statements as per Indian Accounting Standards.

(2) Equity Shares are at par value of Rs. 1 per share.

(3) The Company has made allotment of 14690000 equity shares to the promoter and promoter group and 13500000 equity shares to the non-promoter (public) on 05.03.2018 and on 16.03.2018 respectively upon conversion of warrants issued on preferential basis at an issue price of Rs. 5 per share including premium of Rs. 4 per share. Earnings per Share (EPS) has therefore been adjusted and calculated in accordance with Indian Accounting Standards (AS) 33 - Earnings per Share.

Review of Operations

During the year under review, Sambhaav Media Limited has completed the work of installation of Global Positioning System (GPS) for total 8000 buses of Gujarat State Road transport Corporation. Further the company is successfully operating and maintaining the same by which the revenue generation is boost up. The Company is also looking forward for the similar project for the other states.

As informed in earlier meeting, the Company has received the Letter of Intent (LOI) for FM Radio Channels for 13 cities consisting of Bhavnagar, Jamnagar, Bharuch, Godhra, Mehsana, Veraval, Porbandar and Junagadh 8 cities of Gujarat & Poonch, Leh, Bhaderwah, Kargil, and Kathua 5 cities of Jammu & Kashmir. The company has already invested Rs. 2192.55 Lakhs towards machineries etc. for the same over and above one-time license fees of Rs. 1753 Lakhs.

With regard to financial performance during the year, the revenue for financial year March 31, 2018 stood at Rs. 4035.07 Lakhs as against Rs. 3296.70 Lakhs in the previous year which shows rise in revenue of Rs. 738.37 due to improvement of performance in all the segments. After providing for depreciation and net taxation of Rs. 376.24 Lakhs & Rs. 151.35 Lakhs respectively, the net profit of the Company for the year under review was placed at Rs. 414.91 Lakhs as against Rs. 346.09 Lakhs in the previous year.

There will be further improvement in profitability in the next financial year due to generation of Revenue from FM Radio Channels.

There are no material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANIES PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014:

The performance of the wholly owned subsidiary company, M/s. VED Technoserve India Private Limited is found satisfactory during the year under review in implementing and maintaining the Public Entertainment System of GSRTC Projects of your Company. As per Section 129 (3) of the Companies Act, 2013 and Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report.

In terms of proviso to Section 129(3) and rule 8(1) of the Companies (Accounts) Rules, 2014, the silent features and financial position of the subsidiary companies are enclosed as “Annexure A” with this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available on our website at www.sambhaavnews.com. The audited financial statements of the subsidiary company are available for inspection at the Company’s registered office at Ahmedabad, India. Copies of the annual accounts of the subsidiary company will also be made available to the investors of the Company upon request.

DIVIDEND

As a matter of sound accounting practice and management philosophy; your Directors are of the opinion to make sound economic base for the Company and in order to conserve the resources; do not recommend any dividend for the year under review.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from the public within the meaning of the provisions of Section 73 and 76 the Companies Act, 2013.

INSURANCE

All the existing properties of the Company are adequately insured.

DIRECTORATE

During the year Ms. Seema G Saxena - Woman Director has been appointed as an Independent Director at the 27^th Annual General Meeting of the Company.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Manoj B Vadodaria, (DIN: 00092053) Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

During the year, Mr. Kalpesh R Pandya - CFO, had resigned from the Company on August 31, 2017 and Mr. Sachin Kotak has been appointed as CFO with effect from February 13, 2018.

Except as mentioned here in above, there is no other change in the Board of Directors and Key Managerial Personnel of the Company during the year.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under sub-section 6 of section 149 of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

In a separate meeting of Independent Directors held without presence of other Directors and management, the Independent Directors had, based on various criteria, evaluated performance of the Chairman and also performance of the Board as a whole and various Board Committees. A report on such evaluation done by Independent Directors was taken on record by the Board and further, the Board had in compliance with the requirements of Companies Act, 2013 evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.

BOARD AND AUDIT COMMITTEE MEETINGS

During the year under review four (4) Board Meetings and 4 (four) Audit Committee Meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards’ Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, in relation to the Annual Financial Statements for the Financial Year 2017-18, your Directors confirm that :

a) The Financial Statements of the Company comprising of the Balance Sheet as on March 31, 2018 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made for the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018, and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act,to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Requisite Internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ALTERATION OF ARTICLE OF ASSOCIATION

During the year under review the Company has not altered articles of association.

SHARE CAPITAL

During the year under review the Company has made allotment of 14690000 equity shares to the promoter and promoter group on 05.03.2018 and 13500000 equity shares to the non-promoter (public) on 16.03.2018 upon conversion of warrants issued on preferential basis at an issue price of Rs. 5 per share including premium of Rs. 4 per share.

The issued and paid up capital of the Company after the above said allotments stood at Rs. 19,11,10,840 comprising of 191110840 equity shares of Rs. 1 each.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has implemented all the procedure and adopted all the practices in conformity with the code of Corporate Governance as enumerated in Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Management Discussion and Analysis and Corporate Governance Report are made part of this report. A certificate from the statutory auditor regarding compliance of the conditions of Corporate Governance is given in annexure, which is attached hereto and forms part of the Directors’ Report.

Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of the Companies Act, 2013 are mentioned in Corporate Governance Report as a part of this report.

STATUTORY AUDITORS AND AUDITORS’ REPORT:

M/s. Dhirubhai Shah & Co, Chartered Accountants, Ahmedabad (FRN: 102511W), retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a certificate from them that their re-appointment, if approved by the shareholders, would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

There is no qualification, reservation or any adverse remark or disclaimer in the audit report of M/s. Dhirubhai Shah & Co.

SECRETARIAL AUDITORS’ REPORT

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 Mr. Umesh Ved, of M/s. Umesh Ved & Associates, Practicing Company Secretary (Membership No 4411), to undertake the Secretarial Audit of the Company to conduct secretarial audit for the year 2017-18. The report of the Secretarial Auditor is annexed herewith as “Annexure B”. The report of the secretarial auditor is self-explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws.

The observations made in the Secretarial Audit Report are more of procedural delay due to administrative and operational reasons. With regard to the cases for Income Tax Demand for Rs. 48.88 Lacs, the said amount is shown as contingent liability in note no. 35 of the notes to financial statements.

AUDIT COMMITTEE

The Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed under Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition and terms of reference of the audit committee is more specifically given in the Corporate Governance Report as a part of the Boards’ Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY)

The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct. The detail of the Whistle Blower Mechanism is explained in the Corporate Governance Report and the policy adopted is available on the Company’s website at www.sambhaavnews.com under the link “Policies”.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. There was no complaint on sexual harassment during the year under review.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

There is no foreign exchange earnings and outgo during the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

DISCLOSURES UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES, 2014:

There is no change in subsidiary, associate and joint venture companies during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm’s length basis. There is no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative exceeding the limit prescribed under Section 188 (1) of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014, and therefore disclosure in the prescribed form AOC-2 is not applicable.

The policy on related party transactions as approved by the Board is available on the website of the company www.sambhaavnews.com under the link “Policies”.

INTERNAL FINANCIAL CONTROL

The Board of Directors has in terms of the requirements of Section 134 (5) (e) of the Companies Act, 2013 laid down the internal financial controls. The Company has in place a well-defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of properties, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continually upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firms of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Though not mandatory under Law, your Company, as a part of Clean India Campaign, is voluntarily participating a campaign, namely “My Own Street” to spread awareness of environmental protection and cleanliness by encouraging people to participate and make habit to keep the society clean. This initiative is well appreciated by all.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee and policy on appointment and remuneration of Directors and KMPs are given in the Corporate Governance Report as a part to the Boards’ Report..

MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

SECRETARIAL STANDARDS

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the “Annexure C” to this Report.

CREDIT RATING

Brickwork Ratings India Pvt Ltd has reaffirmed the rating as “A4 ” for the Company’s short-term credit facilities and “BB ” (stable) for long-term credit facilities. While India Ratings and Research Pvt Ltd has assigned the rating as “A4 ” for the Company’s shortterm credit facilities and “BB ” (stable) for long-term credit facilities.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in the prescribed form MGT-9 for the Financial Year March 31, 2018 is attached with the Directors’ Report as “Annexure D”.

ACKNOWLEDGMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental authorities, including Ministry of Information and Broadcasting, Department of Telecommunication, Ministry of Corporate Affairs, banks, financial Institutions, viewers, vendors and service providers.

Date: May 30, 2018 For and on behalf of the Board of Directors

Place: Ahmedabad Kiran B Vadodaria

Chairman & Managing Director

DIN: 00092067

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Mar 31, 2016

To,

The Members,

Sambhaav Media Limited

We are pleased to present the 26^th Annual Report and the Audited Financial Statements for the year ended March 31, 2016.

STATE OF AFFAIRS OF THE COMPANY Standalone Financial Highlights

( Rs, in lacs, except per equity share data)

Particulars	For the Year Ended
	March 31, 2016	March 31, 2015
Revenue from Operations	3020.17	2331.75
Other Income	654.65	121.57
Total Revenue	3674.82	2453.32
Less: Total Expenditure	2978.55	2140.80
Profit Before Tax	696.27	312.52
Less: Current Tax	238.00	110.00
Less: Earlier Year Tax	1.92	(8.21)
Less: Deferred Tax	(5.25)	(144.25)
Net Profit After Tax (Transfer to General Reserve)	461.60	354.98
Add: Balance Brought forward from previous year	1581.90	1642.60
Add: Current Year Transfer (General Reserve)- Owning to Change in depreciation as per Companies Act, 2013	-	(415.68)
Profit available for Appropriation	2043.50	1581.90
Securities Premium	1195.45	1195.45
Capital Reserve	2.28	2.28
Revaluation Reserve	752.90	752.90
Surplus carried to Balance Sheet	3994.13	3532.53
Paid up Share Capital (FV of Rs, 1/- each)	1461.11	1461.11
Net Worth	5455.24	4993.64
Earning Per Equity Share of Rs, 1/- each)
Basic	0.32	0.24
Diluted	0.32	0.24

Considering the impact of digitization and increasing usage of social media and internet, your Company has launched a Web Portal www.sambhaavnews.com for news, entertainment, gaming, and knowledge sharing. The web portal is helping to develop the business as well as brand of the Company and creating platform for the stakeholders to interact with the Company.

During the year under review, the Company entered into newer avenue with Gujarat State Road Transport Corporation (GSRTC) to install Global Positioning System (GPS) and Public Information System (PIS) for its entire fleet of 10000 buses. The Company has already installed GPS in 2400 buses and 591 PIS in Phase I and for Phase II the work is in progress.

Under the brand name of “WISE TV” a New-age Media, the Public Entertainment Systems (PES) have been performing successfully. The Company has upgraded the PES with upgraded software and hardware to be installed in Gujarat State Road Transport Corporation (GSRTC) buses. The Company is also Endeavour to enter into arrangement with State Road Transport Corporation of Maharashtra and Rajasthan, for PES and GPS & PIS installation in their buses.

With regard to financial performance during the year, the turnover of the Company is increase by 49.79 % from Rs, 2453.32 Lacs to Rs, 3674.82 Lacs as compared to the previous financial year. The net profit after tax is increased by 30.04 % from Rs, 354.98 Lacs to Rs, 461.60 Lacs. The rise in the turnover is predominantly due to increase in sales activities of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANY PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014

The performance of the subsidiary company, M/s VED Techno serve India Private Limited is found satisfactory during the year under review in implementing and maintaining the Public Entertainment System of Gujarat State Road Transport Corporation (GSRTC) Projects of your Company. As per Section 129 (3) of the Companies Act, 2013 and Regulation 33 of Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report.

In terms of proviso to Section 129(3) and rule 8(1) of the Companies (Accounts) Rules, 2014, the silent features and financial position of the subsidiary companies are enclosed as “Annexure B” with this report.

DIVIDEND

As a matter of sound accounting practice and management philosophy; your Directors are of the opinion to make sound economic base for the Company and in order to conserve the resources; do not recommend any dividend for the year under review.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from the public within the meaning of provisions of Section 73 of the Companies Act, 2013.

INSURANCE

All the existing properties including plant and machinery, building, stocks, assets of Out of Home and GSRTC Project etc. are adequately insured.

DIRECTORATE

During the year, Mr. Ram Kumar Gupta, ceased to be Director of the Company on account of not being re-appointed on completion of his tenure as an Additional Director.

Further during the year Ms. Palak P Asawa has been appointed as the Company Secretary of the Company w.e.f. September 29, 2015 and has been designated as the Key Managerial Personnel.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Manoj B Vadodaria, (DIN: 00092053) Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for reappointment.

Except as mentioned hereinabove, there is no other change in the Board of Directors and Key managerial Personnel of the Company during the year.

The Company has received declarations from all the Independent Directors of the company confirming that they meet with the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, an annual performance evaluation of the members of the Board of its own individually and working of the various committees of the Board was carried out. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report.

BOARD AND AUDIT COMMITTEE MEETINGS

During the year under review 5 (five) Board Meetings and 4 (four) Audit Committee Meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the BoardsRs, Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013 your Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 and loss of the company for that period;

c) the Directors had 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 for preventing and detecting fraud and other irregularities;

d) the Directors had prepared the annual accounts on a going concern basis;

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f) systems to ensure compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively.

ALTERATION OF ARTICLE OF ASSOCIATION

During the year under review the Board of Directors have proposed, by seeking approval of shareholders through postal ballot process, to adopt a new set of Articles of Association containing regulations in consonance with the Companies Act, 2013.

SHARE CAPITAL

During the year under review there is no change in the share capital of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has implemented all the procedure and adopted all the practices in conformity with the code of Corporate Governance as enumerated in Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015. The Management Discussion and Analysis and Corporate Governance report are made part of this report. A certificate from the statutory auditor regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors'' report.

Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of the Companies Act, 2013 are mentioned in Corporate Governance Report as a part of this report.

STATUTORY AUDITORS

M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Ahmedabad (FRN: 102511W), retires at the ensuing Annual General

Meeting and is eligible for re-appointment. The Company has received a certificate from them that their re-appointment, if approved by the shareholders, would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

AUDITORS'' REPORT

Observations of the auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

SECRETARIAL AUDITOR''S REPORT

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 Mr. R S Sharma, Practicing Company Secretary (Membership No: A 3126), to undertake the Secretarial Audit of the Company. The report of the Secretarial Auditor is annexed herewith as "Annexure C”. The report of the secretarial auditor is self explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws.

AUDIT COMMITTEE

The Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed under Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition and terms of reference of the audit committee is more specifically given in the Corporate Governance Report as a part of the Boards'' Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY)

The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The detail of the Whistle Blower Mechanism is explained in the Corporate Governance Report and the policy adopted is available on the Company''s website at www.sambhaavnews.com under the link “Policies”.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti sexual harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There is no such instance reported during the year under review.

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

There is no foreign exchange earnings and outgo during the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

DISCLOSURES UNDER RULE 8(5) OF COMPANIES (ACCOUNTS) RULES, 2014:

There is no change in subsidiary, associate and joint venture companies during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

RELATED PARTY TRANSACTIONS

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm''s length basis. There are no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative exceeding the limit prescribed under Section 188 (1) of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014.

The policy on related party transactions as approved by the Board is available on the website of the company www.sambhaavnews.com under the link “Policies”.

BUSINESS RISK MANAGEMENT

In terms of the requirement of Regulation 21 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the Company has constituted Business Risk Management Committee. The details of the Committee and terms of reference are given in the Corporate Governance Report forming part of the Board of Directors'' Report.

The Company has adopted a policy indentifying and evaluating various business risks and mechanism to mitigate the risk. The policy aims to provide framework for the evaluation of various risk and entire risk management. The key business risks identified by the Company are as under.

Technological Changes

Your Company operates in media, communication and advertising business which is largely impacted by the technological changes. Technology and increasing usage of social media make the business heads continuously research the new avenues, opportunities, technological updating, access impact of technology on society, and suggest changes whenever required. The Company has adopted technological governance framework to further strengthen its activities.

Competition Risk

Competition in business is inevitable. The business in which your Company operates is highly competitive in nature with presence of regional players and new entrance of big corporate having pan India operations.

To mitigate this risk your Company has developed unique business model of diversified products of press and publication, transit TV Channel, Out of Home Advertising, TV Channel and Online Portal. The Company is leveraging on its expertise, experience and creating capacities to increase market share, enhanced branding and enlarge product portfolio for diversification of competition risk. Further the Company also focuses on providing its infrastructure, product quality and sales team to offer value to the customers.

INTERNAL FINANCIAL CONTROL

The Company has in place a well defined organizational structure and adequate internal controls for efficient operations which is cognizant of applicable laws and regulations, particularly those related to protection of properties, resources and assets, and the accurate reporting of financial transactions in the financial statements. The company continually upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firms of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Though not mandatory under Law, your Company, as a part of Clean India Campaign, is voluntarily participating in a campaign, namely “My Own Street” to spread awareness of environmental protection and cleanliness by encouraging people to participate and make habit to keep the society clean. This initiative is well appreciated by all.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee and policy on appointment and remuneration of Directors and KMPs are given in the Corporate Governance Report as a part to the Boards'' Report.

MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in the prescribed form MGT-9 for the Financial Year March 31, 2016 is attached with the Directors'' Report as “Annexure A”.

ACKNOWLEDGMENTS

Your Directors wish to thank all stakeholders and business partners, Company''s bankers and business associates for their continued support and valuable co-operation. The Directors also wish to express their gratitude to investors for the faith that they continue to repose in the Company.

The Board deeply appreciates the dedicated commitment and the invaluable contribution of all the employees towards the satisfactory performance of your company.

Place: Ahmedabad For and on behalf of Board of Directors

Date: May 26, 2016

Kiran B Vadodaria

Chairman & Managing Director

DIN:00092067

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting herewith 25th Annual Report together with the audited statement of accounts of the Company for the year ended on 31st March, 2015.

STATE OF THE COMPANY'S AFFAIRS:

Standalone Financial Highlights

Particulars For the Year Ended (Amt. in Lacs)

31st March, 2015 31st March, 2014

Revenue from Operations 2331.75 3271.94

Other Income 117.29 161.32

Total Revenue 2449.04 3433.26

Less: Total Expenses 2136.52 3141.38

Profit Before Tax 312.52 291.88

Less: Current Tax 110.00 104.00

Less: Earlier Years Tax (8.21) 9.85

Less: Deferred Tax (144.25) (51.41)

Net Profit After Tax 354.98 229.44 Add: Balance Brought forward

from previous year 1642.60 1413.17

Add: Change in depreciation (415.68) - as per Companies Act, 2013

Profit available for Appropriation 1581.90 1642.61

Securities Premium 1195.45 1195.45

Capital Reserve 2.28 2.28

Revaluation Reserve 752.90 752.90

Surplus carried to Balance Sheet 3532.53 3593.24

Paid up Share Capital 1461.11 1461.11

Net Worth 4993.64 5054.35

Review of Operations

Your Company operates broadly in print media, advertising, and electronic media.

During the year under review Sambhaav Metro has been re-launched with improved contents and quality. The newspaper is well appreciated by the readers and achieving good response from the advertisers. “Abhiyaan” magazine has also witnessed increase in readership and advertisements during the year.

Considering the impact of digitization and increasing usage of social media and internet, your Company is about to launch a web portal for news, entertainment, gaming, and knowledge sharing. The web portal shall help to develop business as well as brand the Company and create platform for the stakeholders to interact with the Company.

During the year under review your Company has entered into an arrangement with M/s Gujarat New Broadcasters Pvt. Ltd. for acquiring marketing rights of VTV – Gujarati TV news channel. The arrangement shall provide platform to your Company to foray into TV Channels business.

The Public Entertainment Systems (PES), under the brand name WISE TV, installed in the buses and bus deports of GSRTC has been performing successfully. During the year under review several PESs were shifted from one bus to another on account of replacement of old buses with new by the GSRTC. This has for the time being affected the advertisements and thereby decreased the revenue. Your Company has made arrangement with competent and prestigious agencies for running of PES and advertisements to ensure the market for the WISE TV Project

The Board of Directors of your Company foresees ample opportunities in electronic media in days to come. The Government is expected to declare tenders for licenses of FM radio stations for Tire II and Tire III cities and your Company desires to bid for the Gujarat and nearby states.

With regard to the financial performance during the year under review the turnover of your Company is decreased by 40% from Rs. 3433.26 Lacs to Rs. 2449.04 Lacs as compared to the previous financial year. The net profit after tax is increased by 54.72 % from Rs. 229.44 Lacs to Rs. 354.98 Lacs. The fall in the turnover is predominantly due to closure of OOH activities of the Company. During the year under review there is no change in the nature of business of the Company.

REPORT ON PERFORMANCE OF SUBSIDIARY COMPANY PURSUANT TO RULE 8 (1) OF THE COMPANIES (ACCOUNTS) RULES, 2014

During the year under review your Company has further infused share capital of Rs. 400 Lacs by way of subscribing to equity shares of its wholly owned subsidiary Company M/s VED Technoserve India Pvt. Ltd. The subsidiary company is engaged in the business of IT enabled services and is implementing and maintaining the Public Entertainment System of GSRTC Project of your Company. The performance of the subsidiary company is found satisfactory during the year under review

As per Section 129 (3) of the Companies Act, 2013 and Clause 32 of the Listing Agreement your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report

In terms of proviso to Section 129(3) and rule 8(1) of the Companies (Accounts) Rules, 2014, the salient features and financial position of the subsidiary company is mentioned in the notes to the accounts.

DIVIDEND

As a matter of sound accounting practice and management philosophy; your Directors are of the opinion to make sound economic base for the Company and in order to conserve the resources; do not recommend any dividend for the year under review.

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits from the public within the meaning of provisions of Section 73 of the Companies Act, 2013.

INSURANCE

All the existing properties including plant and machinery, building, stocks, assets of Out of Home and GSRTC Project etc. are adequately insured

DIRECTORATE

Pursuant to Section 152 of the Companies Act, 2013, Mr, Manoj B. Vadodaria, (DIN:00092053) Director of the Company retires by rotation at the ensuing annual general meeting of the company and being eligible offers himself for reappointment

During the year under review Mr. N V Vasani has tendered resignation from the office of the Directorship due to continuous ill health and not being able to take part in the affairs of the Company. The Board of Directors place on record the contribution made by Mr. N V Vasani during his tenure of Directorship. The Board also took note of sad demise of Mr. N V Vasani.

During the year under review Mr. Ram Kumar Gupta has been appointed as an additional director of the Company on 20th September, 2014. In terms of Section 149 of the Companies Act, 2013 and revised Clause 49 of the Listing Agreement, the Company has appointed Mrs. Raksha S. Bharadia as a Woman Director on 28th March, 2015.

Further during the year Ms. Chaitali B. Parikh was appointed as the Company Secretary who resigned on 31st March, 2015. During the year under review Mr. Kamalesh G Shah has resigned as the Chief Finance Officer on 29th May, 2014 and Mr. Kalpesh Pandya has been appointed as the Chief Finance Officer w.e.f. 14th November, 2014.

Pursuant to the requirement of Section 149 (7) of the Companies Act, 2013, the Independent Directors have submitted their declarations to the Board that they meet the criterion of independence as provided in Section 149 (6) of the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, an annual performance evaluation of the members of the Board of its own individually and working of the various committees of the Board was carried out. The manner in which the performance evaluation was carried out has been explained in the Corporate Governance Report.

BOARD MEETINGS

During the year under review six Board Meetings and four Audit Committee Meetings were held. The details of the meetings are given in the Corporate Governance Report as a part to the Boards’ Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013 your Directors confirm that:

a) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgment 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 and loss of the company for that period.

c) the Directors had 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 for preventing and detecting fraud and other irregularities.

d) the Directors had prepared the annual accounts on a going concern basis; and

e) proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) systems to ensure compliance with the provisions of all applicable laws and were in place and were adequate and operating effectively

LISTING OF SHARES

The Equity Shares of the Company are presently listed at the Bombay Stock Exchange Ltd (BSE), and National Stock Exchange of India Ltd (NSE). The Company has duly paid the annual listing fees for the year 2015-16 to BSE and NSE. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the listing agreement.

The Company's equity shares are under 'compulsory demat '. The ISIN allotted to the Company is INE699B01027. As required by the SEBI's circular, the Company has appointed M/s MCS Ltd. as its registrar and share transfer agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enumerated in Clause 49 of the Listing Agreement with the stock exchanges. The Management Discussion and Analysis and Corporate Governance Report are made a part of this report. A certificate from the company secretary in practice regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors' report.

Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of the Companies Act, 2013 are mentioned in Corporate Governance Report as a part of this report.

STATUTORY AUDITORS

M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Ahmedabad retires at the ensuing annual general meeting and is eligible for reappointment. The Company has received a certificate from them that their re-appointment if approved by the shareholders would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The members are requested to appoint statutory auditors to hold office until the conclusion of the next annual general meeting of the Company.

AUDITORS' REPORT

The auditors' report for the year ended 31st March, 2015 and the notes forming part of the accounts referred to in the auditors' report are self-explanatory and give complete information.

SECRETARIAL AUDITOR'S REPORT

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 R S Sharma & Associates, Company Secretaries to undertake the secretarial audit of the Company. The report of the secretarial auditor is annexed herewith. The report of the secretarial auditor is self explanatory. The delay in filing ROC forms and VAT returns are procedural delay due to administrative reasons.

AUDIT COMMITTEE

The audit committee constituted in accordance with Clause 49 of the Listing Agreement reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed under Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Composition and terms of reference of the audit committee is given in the Corporate Governance Report as a part of the Boards’ Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY)

The Company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement for the employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company's code of conduct. The details of the Vigil Mechanism is explained in the Corporate Governance Report and policy is available on the Company's website.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

STATUTORY DISCLOSURES REQUIRED UNDER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

Detail of foreign exchange earnings and outgo form part of the financial statement for the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT MADE BY THE COMPANY DURING THE YEAR

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

In terms of Clause 49 of the Listing Agreement the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm's length basis. There are no material significant related party transactions made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative exceeding the limit prescribed under Section 188 (1) of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its Powers) Rules, 2014.

BUSINESS RISK MANAGEMENT

In terms of the requirement of Clause 49 of the Listing Agreement; the Company has constituted Business Risk Management Committee. The details of the Committee and terms of reference are given in the Corporate Governance Report forming part of the Board of Directors' Report.

The Company has adopted a policy indentifying and evaluating various business risks and mechanism to mitigate the risk. The policy aims to provide framework for the evaluation of various risk and entire risk management. The key business risks identified by the Company are as under:

TECHNOLOGICAL CHANGES

Your Company operates in media, communication and advertising business which is largely impacted by the technological changes. Technology and increasing usage of social media make the business of the Company capricious. To mitigate this risk, technological management team and business head continuously research the new avenues, opportunities, technological updating, access impact of technology on society, and suggest changes whenever required. Your Company has adopted technological governance framework to further strengthen its activities.

COMPETITION RISK

Competition in business is inevitable. The business in which your Company operates is highly competitive in nature with foray of new entrances and some of the existing players.

To mitigate this risk your Company has developed unique business model of diversified products of press and publication, transit TV Channel, Out of Home Advertising, TV Channel and Online Portal. The Company is leveraging on its expertise, experience and creating capacities to increase market share, enhanced branding and enlarge product portfolio for diversification of competition risk. Further your Company also focuses on improving its infrastructure, product quality and sales team to offer value to the customers.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has voluntarily started a campaign “My Own Street” as a part of Clean India Campaign. The campaign envisages to spread awareness of environmental protection and cleanliness by encouraging people to participate and make habit to keep the society clean. The initiative of your Company is being well appreciated by all.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company has constituted Nomination and Remuneration Committee and adopted policy on appointment and remuneration of Directors and Key Managerial Personnel. The composition, terms of reference of the Committee and policy on appointment and remuneration of Directors and KMPs are given in the Corporate Governance Report as a part to the Boards’ Report

BORROWING

Your Company has made arrangement for various financial facilities with the bankers to meet its day to day working capital and other long and medium term fund requirement and its outstanding balance is Rs. 1698.66 Lacs as on 31st March, 2015.

MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

EMPLOYEES

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in the prescribed Form MGT-9 for the financial year 31st March, 2015 is attached with the Directors'Report as 'Annexure'.

ACKNOWLEDGMENT

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the shareholders, investors, customers, corporations and government authorities. Directors of your Company specifically express their gratitude to the sole banker of the Company, Dena Bank who has extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been the realty

For and on behalf of Board of Directors Kiran B. Vadodaria Date: May 09, 2015 Chairman Place: Ahmedabad (DIN: 00092067)

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Mar 31, 2014

The Members, Sambhaav Media Limited

The Directors have pleasure in presenting herewith 24th Annual Report together with the audited statement of accounts of the Company for the year ended on 31st March, 2014.

(Rs. in Lacs)

Particulars Year ended Year ended 31st March, 2014 31st March, 2013

Revenue from Operations 3271.94 3432.88

Other Income 161.32 139.55

Total Revenue 3433.26 3572.43

Profit before Depreciation & Amortization and Exceptional Item 907.30 895.57

Less: Depreciation & Amortization 478.87 559.93

Operative Profit before Exceptional Item and Tax 428.43 335.64

Less: Exceptional items income / expenses (136.55) (31.02)

Profit Before Tax 291.88 304.62

Less: Tax Expense

Income Tax 113.86 117.00

Deferred Ta x Liabilities / Assets (51.42) 26.57

Profit /(Loss) after Tax 229.44 161.05

REVIEW OF OPERATIONS:

Your Company is primarily engaged in the business of printing and publication of newspaper, magazine, Out of Home activities, Transit Media in the form of Public Entertainment Systems of GSRTC. Your Company publishes "Sambhaav Metro" a multi color tabloid Gujarati noon newspaper and "Abhiyaan" a Gujarati weekly. Your Company is pleased to inform that during the year under review "Abhiyaan" has been re-launched with improved quality of printing, contents and advertisements. The magazine is also available on website at www.abhiyaanmagazine.com . Your Company is in process of re-launching "Sambhaav Metro" with more number of pages, with better quality of content and articles. Further looking to the increased use of tablets, mobile and internet, a new portal is under construction to meet the demands from viewers. The Public Entertainment Systems installed in the buses and bus depots of GSRTC has been running successfully and is receiving overwhelming response.

Further your Company envisages to shift the printing arrangement from the existing place to outside city area in order to meet the requirement of additional space for installation of modern machinery and equipments.

During the year under review total revenue has decreased by 3.90 % from Rs. 3572.43 to Rs. 3433.26 as compared to the previous financial year. The net profit after tax has been increased by 42.47 % from Rs. 161.05 to Rs 229.44 as compared to the previous financial year. The fall in revenue is predominantly due to recessionary scenario in market and implementation Parliamentary Election code of conduct in the year under consideration.

DIVIDEND:

As a matter of sound accounting practice and management philosophy, your Directors are of the opinion to make sound and strong economic base for the Company and in order to conserve the resources; do not recommend any dividend for the current year.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

HUMAN RESOURCE MANAGEMENT:

Employees are vital input for your Company. Your Company created a favorable work environment that encourages innovation and superior performance. Your Company has also set up a scalable recruitment and human resource management process, which enables your Company to attract and retain high caliber employees.

INSURANCE:

All the existing properties including plant and machinery, building, stocks, assets of Out of Home and GSRTC Project etc. are adequately insured.

DIRECTORATE:

Pursuant to Section 152 of the Companies Act, 2013, Shri Manoj B. Vadodaria, Directors of the Company retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment.

As per the provisions of section 149 of the Companies Act, 2013 and rules made there under, your Directors are seeking appointment of Shri Dilip D Patel, Shri N R Mehta and Shri O P Bhandari as the Independent Directors of the Company for a term of five consecutive years. The Board recommends their appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, your directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. That they 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 and loss account of the Company for the period.

3. That they 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 for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

LISTING OF SHARES:

The Equity shares of the Company are presently listed at the Bombay Stock Exchange Ltd (BSE), and National Stock Exchange of India Ltd (NSE). The Company has duly paid the annual listing fees for the year 2014-15 to BSE and NSE. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the listing agreement.

The Company''s equity shares are under ''compulsory demat ''. The ISIN allotted to the Company is INE699B01027. As required by the SEBI''s circular, the Company has appointed M/s MCS Limited as its registrar & share transfer agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE:

The Company has generally implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in clause 49 of the listing agreement with the stock exchanges. The management discussion & analysis and corporate governance report are made a part of the annual report. A certificate from the company secretary in practice regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors'' report.

STATUTORY AUDITORS:

M/s. Dhirubhai Shah & Doshi. Chartered Accountants, Ahmedabad retires at the ensuing annual general meeting and is eligible for reappointment. During the year the name of the firm of the Statutory Auditor has been changed from Dhirubhai Shah & Co. to Dhirubhai Shah & Doshi. The Company has received a letter in this regard and certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under Section 139 of the Companies Act 2013 (corresponding section 224 (1B) of the Companies Act, 1956) and rules made thereunder and that the firm eligible for appointment and is not disqualified for appointment under this act and rules made thereunder. The members are requested to appoint auditors to hold office until the conclusion of the next annual general meeting of the Company.

AUDITORS'' REPORT:

The auditors'' report for the year ended 31st March, 2014 and the notes forming part of the accounts referred to in the auditors'' report are self-explanatory and therefore, in the opinion of Board of Directors, do not call for any further explanation.

SECRETARIAL AUDITOR''S REPORT:

M/s R S Sharma & Associates, company secretaries, Ahmedabad had carried out secretarial audit of the compliance of the rules and regulations of various corporate and securities laws and their report for the year is annexed to this report.

COST AUDIT COMPLIANCE CERTIFICATE:

Your Company has, in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with rules and regulation made there under by the cost audit branch of the Ministry of Corporate Affairs; obtain compliance certificates from M/s J B Mistri & Co., cost accountants, Ahmedabad.

AUDIT COMMITTEE:

The audit committee constituted in accordance with clause 49 of the listing agreement reviewed the internal control system, scope of internal audit and compliance of related regulations. The audit committee also reviewed at length and approved the financial statements before the same were considered by the Board of Directors of the Company.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of foreign exchange earnings and outgo form part of notes to the Balance Sheet for the period under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Section 217 (1) (e) of the Companies Act, 1956 read with rule made there under.

SUBSIDIARY COMPANY:

Your Company has made an investment of Rs. 100 Lacs by way of subscribing to equity shares of its wholly Owned Subsidiary Company M/s VED Technoserve India Pvt. Ltd (Formerly Sambhaav Infosolutions Pvt. Ltd). The subsidiary company is engaged in the business of IT enabled services and is implementing and maintaining the Public Entertainment System of GSRTC Project of your Company.

As per clause 32 of the listing agreement entered into with stock exchanges, your directors have pleasure in attaching the consolidated financial statements prepared with the applicable accounting standards in this regard.

Ministry of Corporate Affairs, Government of India has granted general exemption under Section 212(8) of the Companies Act, 1956 vide General Circular No: 2/2011 dated 8th February, 2011 from attaching the Balance Sheet, Profit & Loss Account and other documents of the Subsidiaries to Balance Sheet of the Company. Financial information of the subsidiary companies, as required by the said general circular, is disclosed in this Annual Report. The Company will make available the Annual Accounts of Subsidiary Companies and the related details information to any member of the Company who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the registered office of the Company and that of the respective subsidiary companies. The Consolidated Financial Result of the Company includes financial results of its Subsidiary Companies.

BORROWING:

Your Company has made arrangement for various financial facilities with the bankers to meet its day to day working capital and other long and medium term fund requirement and its outstanding balance as on 31st March, 2014 is Rs. 1825.44 Lacs.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, and / or the statement of the Company.

ACKNOWLEDGMENTS

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the shareholders, investors, customers, corporations and government authorities. Directors of your Company specifically express their gratitude to the sole banker of the Company, Dena Bank who has extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been the reality.

Date: 29th May, 2014 For, and on behalf of Board of Directors

Place: Ahmedabad Kiran B. Vadodaria

Chairman & Managing Director

DIN: 00092067

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Mar 31, 2013

To, The Members of Sambhaav Media Limited

The Directors have pleasure in presenting herewith 23rd Annual Report together with the audited statement of accounts of the Company for the year ended on 31st March, 2013.

FINANCIAL RESULTS:

(Rs.in Lacs)

Particulars Year ended Year ended 31st March, 2013 31st March, 2012

Revenue from Operations 3442.99 3326.80

Other Income 140.65 119.31

Total Revenue 3583.64 3446.11

Profit before Depreciation & Amortization and

Exceptional Item and Tax 895.57 762.28

Less: Depreciation & Amortization 559.93 444.51

Operative Profit before Exceptional Item and Tax 335.64 317.77

Less: Exceptional items Income/(Expenses)(Net) (31.02) (127.93)

Profit Before Tax 304.62 189.84

Less: Tax Expense

Income Tax 117.00 75.00

Deferred Tax 26.57 39.81

Profit /(Loss) after Tax 161.05 75.03

DIVIDEND:

As a matter of sound accounting practice and management philosophy, your Directors are of the opinion to make sound and strong economic base for the Company and in order to conserve the resources; your Directors do not recommend any dividend for the current year.

OPERATIONS AND BUSINESS OVERVIEW: Print Media:

Your Company publishes "Sambhaav Metro" a multi colour tabloid Gujarati noon newspaper and "Abhiyaan" a Gujarati weekly magazine from Ahmedabad. Both these publications are having remarkable readership appreciation during the last couple of years.

The weekly magazine "Abhiyaan" is also available on newly launched website at www.abhiyaanmagazine.com and receiving overwhelming response from national and International readers.

Your Company is also proposing to add some more job work assignments in our job work division in the ensuing period which is expected to enhance the job wok revenue also.

Out of Home Media:

The instant year was under stress for the outdoor advertisement industry due to the slow down in the economy. Despite, your Company has comparatively achieved good business. Your Company has considered cost vs benefit principle and some non viable hoardings and sites have been surrendered in order to reduce the fixed overhead. The Company has in past made impressive presence in the industry and is constantly endeavoring to capture the maximum market shares by obtaining prime location hoardings and sites.

You Company is also endeavorting to identify other players in the market for joint venture or other arrangements to boost up the inorganic growth.

Public Entertainment System (PES Project):

As you are well aware that your Company has been awarded a tender from GSRTC of implementing and running "Public Entertainment System" (PES) in the 7500 buses and at 50 bus stands. The Company has successfully installed PES in 2000 buses and 50 bus stands under the brand name "WISE TV" (Wireless Interactive Smart Entertainment). Your Company is in the process of installing PES in additional 1000 buses during the current year.Your Company has also launched a separate website www.wisetv.co.in during the year under review. For the entertainment programs to be telecasted for Wise TV, the company has tied up and acquired the rights from various sources and is negotiating with channels and telecasting rights owner for the program. The company has also established its own studio for producing in house program for Wise TV.

Wise TV is a first and unique transit channel in the country which is non satellite TV channel providing entertainment with update of news, sports and stock market index. Hence "WISE TV" has become a house hold name in the passengers of buses operated by GSRTC. Similarly, it has become very popular amongst our clients and advertising agencies.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

INSURANCE:

All the existing properties including plant and machinery, building, stocks, assets of Out of Home and GSRTC Project etc. are adequately insured.

DIRECTORATE:

Pursuant to Section 256 of the Companies Act, 1956, Shri Dilip D. Patel and Shri N R Mehta, Directors of the Company retire by rotation at the ensuing AGM of the Company and being eligible offer themselves for reappointment.

The Board of Directors of your Company has reappointed Shri Kiran B. Vadodaria as a Chairman & Managing Director w.e.f 9th February, 2013 for a period of five years subject to the approval of members of the Company. The members are requested to pass necessary special resolution at the AGM.

Your Company has appointed Mr. Amit Kumar Ray as a Whole Time Directror w.e.f 9th February, 2013 for a period of three years subject to the approval of members of the Company. The members are requested to pass necessary special resolution at the AGM.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That they 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 and loss account of the Company for the period.

3. That they 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 for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

LISTING OF SHARES:

The Equity shares of the Company are presently listed at the Bombay Stock Exchange Ltd (BSE), and National Stock Exchange of India Ltd (NSE). The Company has duly paid the annual listing fees for the year 2013-14 to BSE and NSE. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the listing agreement.

The Company''s equity shares are under Rs.compulsory demat''. The ISIN allotted to the Company is INE699B01027. As required by the SEBI''s circular, the Company has appointed M/s MCS Limited as its Registrar & Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE:

The Company has generally implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in clause 49 of the listing agreement with the stock exchanges. The management discussion & analysis and corporate governance report are made a part of the annual report. A certificate from the company secretary in practice regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors'' report.

STATUTORY AUDITORS:

M/s. Dhirubhai Shah & Co., Chartered Accountants, Ahmedabad retires at the ensuing annual general meeting and is eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The members are requested to appoint auditors to hold office until the conclusion of the next annual general meeting of the Company.

AUDITORS'' REPORT:

The auditors'' report for the year ended 31st March, 2013 and the notes forming part of the accounts referred to in the auditors'' report are self-explanatory and give complete information.

SECRETARIAL AUDITOR''S REPORT:

M/s R S Sharma & Associates, Company Secretaries, Ahmedabad had carried out secretarial audit of the compliance of the rules and regulations of various corporate and securities laws and their report for the year is annexed to this report.

COST AUDIT COMPLIANCE CERTIFICATE:

Your Company has, in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with rules and regulation made there under by the cost audit branch of the Ministry of Corporate Affairs; obtain compliance certificates from M/s J B Mistri & Co., cost accountants, Ahmedabad.

AUDIT COMMITTEE:

The audit committee constituted in accordance with clause 49 of the listing agreement reviewed the internal control system, scope of internal audit and compliance of related regulations. The audit committee also reviewed at length and approved the financial statements before the same were considered by the Board of Directors of the Company.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of foreign exchange earnings and outgo form part of notes to the Balance Sheet for the period under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Sections 217(1) (e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

BORROWING:

Your Company has made arrangement for various financial facilities with the bankers to meet its day to day working capital and other long and medium term fund requirement and its outstanding balance is Rs. 2168.59 Lacs as on 31st March, 2013.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the shareholders, investors, customers, corporations and government authorities. Directors of your Company specifically express their gratitude to the sole banker of the Company, Dena Bank who has extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been the realty.

Date: 21st May, 2013 For and on behalf of Board of Directors

Place: Ahmedabad

Kiran B. Vadodaria

Chairman & Managing Director

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Mar 31, 2012

To, The Members of Sambhaav Media Limited

The Directors have pleasure in presenting herewith 22nd Annual Report together with the audited statement of accounts of the Company for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended Year Ended

31st March, 2012 31st March, 2011

Revenue from Operations 3326.47 3599.44

Other Income 116.04 171.86 Total Revenue 3442.51 3771.30 Profit before Depreciation & Amortization and 767.40 827.38 Exceptional Item and Tax

Less: Depreciation & Amortization 444.51 491.20

Operative Profit before Exceptional Item and Tax 322.89 336.18

Less: Exchange Rate Loss/FCDL 5.12 60.97

Less: Exceptional items Income/(Expenses)(Net) 127.93 (6.86)

Profit Before Tax 189.84 282.07 Less: Tax Expense

Income Tax 75.00 85.00

Deferred Tax 39.81 (0.53)

Profit /(Loss) after Tax 75.03 197.60

DIVIDEND:

As a matter of sound accounting practice and management philosophy, your Directors are of the opinion to make sound and strong economic base for the Company and in order to conserve the resources; your Directors do not recommend any dividend for the current year.

OPERATIONS AND BUSINESS OVERVIEW: Print Media:

Your Company publishes "Sambhaav Metro" a multi color tabloid Gujarati noon newspaper and "Abhiyaan" a Gujarati weekly magazine from Ahmadabad. Both these publications are having remarkable readership appreciation during the last couple of years.

Your Company is pleased to inform that now the weekly magazine "Abhiyaan" is also available on newly launched website at www.abhiyaanmagazine.com and receiving overwhelming response from national and International readers.

Your Company is also proposing to add some more job work assignments in our job work division in the ensuing period which is expected to enhance the job wok revenue also Out of Home Media:

The instant year was under stress for the outdoor advertisement industry due to the slowdown in the economy. Despite, your Company has comparatively achieved good business. Your Company has considered cost vs benefit principle and some non viable hoardings and sites have been surrendered in order to reduce the fixed overhead. The Company has in past made impressive presence in the industry and is constantly endeavoring to capture the maximum market shares by obtaining prime location hoardings and sites.

Public Entertainment System (GSRTC Project):

As you are well aware that your Company has been awarded a tender from GSRTC of implementing and running "Public Entertainment System" (PES) in the 7500 buses and at 50 bus stands. The Company has successfully installed PES in 2000 buses and 50 bus stands under the brand name "WISE TV" (Wireless Interactive Smart Entertainment). Your Company has also launched a separate website www.wisetv.co.in during the year under review. For the entertainment programs to be telecasted for Wise TV, the company has tied up and acquired the rights from various sources and is negotiating with channels and telecasting rights owner for the programs. The company has also established its own studio for producing in house programs for Wise TV.

Wise TV is a first and unique transit channel in the country which is non satellite TV channel providing entertainment with update of news, sports and stock market index. Hence "WISE TV" has become a house hold name in the passengers of buses operated by GSRTC. Similarly, it has become very popular amongst our clients and advertising agencies.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

INSURANCE:

All the existing properties including plant and machinery, building, stocks, assets of Out of Home and GSRTC Project etc. are adequately insured.

DIRECTORATE:

The founder, philosopher, guide and the Chairman Emeritus of Sambhaav Group Shri Bhupatbhai Vadodaria passed away on 4th October 2011. Shri Bhupatbhai Vadodaria built up the group with vision and mission, He started his career at very young age in journalism. He was associated with many Gujarati newspapers and was editor of "Phoolchhab" published from Rajkot. He was one of the well known writers in Gujarati literature and awarded gold medal by Gujarati Sahitya Academy. He was the first journalist to become a Director of Information of Gujarat Government in 1982. He started "Sambhaav" daily from Ahmadabad in the year 1986. Within a short period of time it has established its brand name under his leadership with courage and fearless journalism. Shri Bhupatbhai was the first editor in Gujarati journalism to edit two newspapers and a magazine simultaneously. Under his guidance many young journalist were trained and reached to peak of their goal.

Shri Bhupatbhai Vadodaria had always put toiling hard work to expand the horizon of the group activities and made immense contribution to the growth. The group pledge to follow his principles and values.

Pursuant to provisions of Section 256 of the Companies Act, 1956 Shri O P Bhandari Director of the Company retires at the ensuing Annual General Meeting of the Company and is eligible for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That they 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 and loss account of the Company for the period.

3. That they 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 for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

LISTING OF SHARES:

The Equity shares of the Company are presently listed at the Bombay Stock Exchange Ltd (BSE), and National Stock Exchange of India Ltd (NSE). The Company has duly paid the annual listing fees for the year 2012-13 to BSE and NSE. Adequate care is being taken to comply with almost all the norms and guidelines as per the applicable provisions of the listing agreement.

The Company's equity shares are under "compulsory demat'. The ISIN allotted to the Company is INE699B01027. As required by the SEBI's circular, the Company has appointed M/s MCS Limited as its Registrar & Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE:

The Company has generally implemented the procedure and adopted practices in conformity with the code of Corporate Governance as enumerated in clause 49 of the listing agreement with the stock exchanges. The management discussion & analysis and corporate governance report are made a part of the annual report. A certificate from the company secretary in practice regarding compliance of the conditions of corporate governance is given in annexure, which is attached hereto and forms part of the Directors' report.

STATUTORY AUDITORS:

M/s. Dhirubhai Shah & Co., Chartered Accountants, Ahmadabad retires at the ensuing annual general meeting and is eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The members are requested to appoint auditors to hold office until the conclusion of the next annual general meeting of the Company.

AUDITORS' REPORT:

The auditors' report for the year ended 31st March, 2012 and the notes forming part of the accounts referred to in the auditors' report are self-explanatory and give complete information.

SECRETARIAL AUDITOR'S REPORT:

M/s R S Sharma & Associates, Company Secretaries, Ahmadabad had carried out secretarial audit of the compliance of the rules and regulations of various corporate and securities laws and their report for the year is annexed to this report.

COST AUDIT COMPLIANCE CERTIFICATE:

Your Company has, in compliance of the provisions of the Companies (Cost Accounting Record) Rules 2011, read with rules and regulation made there under by the cost audit branch of the Ministry of Corporate Affairs; obtain compliance certificates from M/s J B Mistri & Co., cost accountants, Ahmadabad.

AUDIT COMMITTEE:

The audit committee constituted in accordance with clause 49 of the listing agreement reviewed the internal control system, scope of internal audit and compliance of related regulations. The audit committee also reviewed at length and approved the financial statements before the same were considered by the Board of Directors of the Company.

INCORPORATION OF WHOLLY OWNED SUBSIDIARY COMPANY:

During the year under review your Company has incorporated a wholly owned subsidiary company namely "Sambhaav Info solutions Pvt. Ltd".

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of foreign exchange earnings and outgo form part of notes to the Balance Sheet for the period under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Sections 217(1) (e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

BORROWING:

Your Company has made arrangement for various financial facilities with the bankers to meet its day to day working capital and other long and medium term fund requirement and its outstanding balance is Rs. 2116 Lacs as on 31st March, 2012.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

ACKNOWLEDGMENTS:

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company by the shareholders, investors, customers, corporations and government authorities. Directors of your Company specifically express their gratitude to the sole banker of the Company, Dena Bank who has extended immense support to the Company for implementation of all the projects in time. Further, your Directors also keenly appreciate the dedicated commitment of the employees without which the sustained progress of the Company would not have been the realty.

Date: 07th August, 2012 For and on behalf of Board of Directors

Place: Ahmadabad

Kiran B. Vadodaria

Chairman & Managing Director

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Mar 31, 2011

The Members,

Sambhaav Media Limited

The Directors have pleasure in presenting herewith Twenty First Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2011.

FINANCIAL RESULTS: (Rupees in Lacs)

Particulars Current Year Previous Year Ended 31st Ended 31st 31st March,2011 31st March,2010

Total Income 3822.08 3459.81

Profit before Depreciation 839.60 749.46

Less: Depreciation 463.30 417.06

Operative Profit before Tax 376.29 332.40

Less: Exchange Rate Loss/FCDL 64.33 (0.23)

Profit Before Tax 311.96 332.63

Less: Provision for Income Tax 85.00 140.00

Less: Deferred Tax Liabilities (0.53) (34.14)

Less: Prior Period adjustments 29.89 16.00

Profit/(Loss) after Tax 197.60 210.77

DIVIDEND:

As a matter of sound accounting practice and management philosophy, your Directors are of the opinion to make sound and strong economic base for the Company and in order to conserve the resources; your Directors do not recommend any dividend for the current year.

PRINT MEDIA:

"Sambhaav Metro" a Multi colour tabloid Gujarati noon newspaper published from Ahmedabad and "Abhiyaan" a Gujarati weekly published from Mumbai are having good readership growths during the year.

The management is also planning to bring out the above publication in digital formats begin with first the flagship publication "Abhiyaan" weekly and later on "Sambhaav Metro" during the current financial year.

We are also trying to add some more newspapers/ periodicals in our job work division in the coming period which will enhance the job wok revenue also.

OUT OF HOME (OOH) MEDIA:

Outdoor is a visual medium and the medium itself shapes up as a part of your brand story, this enables endless possibilities in creating communication which is out of the box, brand relevant and can connect with the consumers provided it is intelligent and simple.

In outdoor medium is the message, a phrase well demonstrated by this campaign as the medium not only took the shape of the product but enlarged it many times to create the desired impact. This coupled with strategic placement makes this innovative and effective outdoor usage in recent times.

"The Indian OOH Industry is still unorganized and quite fragmented, and though there is no official calculation, it is guesstimated to be around Rs 2,000 crore static and digital inclusive. This comprises billboards, mobile vans and airport media. It is expected to grow up to Rs 5,000 crore in the coming few years, expected to be led by digital OOH media especially. The ad industry grows to Rs 35,000 crore, size of digital OOH TV would be between 3 per cent and 5 per cent of the ad industry. About 70 per cent of this would belong to two national players and we hope to continue being the leaders of digital OOH TV industry. Also, growth of the medium would not be just being in scale of the medium, but advertiser understanding of the medium as well. Currently, peop'e buy locations, but with research the play would evolve to tracking audiences. The end game has to be about audiences and not about locations.

During the year the company has acquired the display of hoarding rights from Ahmedabad Education Society for 24 hoardings for a period of three years.

AUDIO - VIDEO MEDIA:

The OOH medium provides enormous possibilities and our goal is to create never before innovation which adds to brands core objective - growth, freshness and ability to engage audience thereby deliver impact. Through this innovation the medium delivered all the objectives and created buzz.

The OOH Media is growing at a rapid speed and in particular the audio - video media is developing very fast in Public Transport System or viz. Railways, public transport Buses.

The company is also entering in LCD/LED TV Media in Public Transport and successfully bided the rights from The Gujarat State Road Transport Corporation (GSRTC) for a period of Ten Years starting from current financial year.

GSRTC PROJECT

GSRTC has planned to provide the mass communications audio & visual using various technology to the people who uses the GSRTC as a travel media.

The objective of this project is to design & develop a communication link between one to many & many to one. The system will create a world class informative programme, information & entertainment system inside the 7500 buses as well as 50 bus depots for GSRTC.

Planning

The overall Contract for mass communication by GSRTC is awarded to the Company, which is the Gujarat's largest media company which has provided solution to various field & also In the field of communication with highest reliability & repeatability.

System planning is being executed by experts in the field of communications using advanced technology.

First step of planning is to create the experiment test model which will conceive the basic technology & overall design goal of system. The model will go through the extensive qualification testing of electrical & mechanical requirement under the extreme environment condition in terms of temp, road vibration, humidity, & also protection of dust pollution to avoid the contamination on actual hardware.

Basic concept of system design is the software loaded on the customized hardware that allows the network to be managed from the central location using commercial available spectrum connectivity and V set application.

The customized software allows the entire TV network to be monitored from central place. Software has the Capability to generate, stores and reports the contents played remotely at a central server.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

INSURANCE:

All the existing properties including Plant & Machinery, Building, and Stocks etc. are adequately insured.

DIRECTORATE:

After close of the year Ms. Deepal Trivedie has resigned as Director of the Company. Your Directors place on record their deep appreciation for contribution made by Ms. Deepal Trivedie during her tenure as Director.

Pursuant to provisions of Section 256 of the Companies Act, 1956 Shri Dilip D. Patel and Shri N.V.Vasani Directors of the Company retire at the ensuing Annual General Meeting of the Company and are eligible for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, your Directors confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That they 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 and loss of the Company for that period.

3. That they 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 for preventing and detecting fraud and other irregularities.

4. That they have prepared the annual accounts on a going concern basis.

LISTING AGREEMENT:

The Equity shares of the Company are presently listed at the Bombay Stock Exchange (BSE), and National Stock Exchange (NSE). The Company has duly paid the Annual Listing Fees for the year 2011-12 to BSE and NSE. Adequate care is being taken to comply almost all the norms and guidelines as per the applicable provisions of the Listing Agreement with the Company.

The Company's Equity Shares are under 'Compulsory Demat'. The ISIN allotted to the Company is INE699B01027. As required by the SEBI's Circular, the Company has appointed M/s MCS Limited as its Registrar & Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE:

The Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enumerated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report.

A certificate from the Company Secretary in practice regarding compliance of the conditions of Corporate Governance is given in Annexure, which is attached hereto and forms part of the Directors' Report.

STATUTORY AUDITORS:

M/s. Dhirubhai Shah & Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224 (1B) of the Companies Act, 1956. The Members are requested to appoint auditors to hold office until the conclusion of the Next Annual General Meeting of the Company.

AUDITORS' REPORT:

The Auditors' Report for the year ended 31 st March, 2011 and the notes forming part of the accounts referred to in the Auditors' Report are self-explanatory and give complete information.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed in Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of foreign exchange earnings and outgo form part of Notes to the Balance Sheet for the period under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Sections 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

MATERIAL CHANGES :

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

ACKNOWLEDGMENTS :

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company and by the Shareholders, Investors, and Readers/Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers of the Company, Dena Bank who has extended very good support to the Company for execution of all the projects in time. Further, Your Directors also keenly appreciate the dedication & commitment of the Employees without which the sustained progress of the Company would not have been possible.

For and on behalf of the Board,

Kiran B. Vadodaria Chairman & Managing Director

Place : Ahmedabad. Date: 21st May, 2011

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Mar 31, 2010

The Directors have great pleasure in presenting herewith the Twentieth Annual Report together with the Audited Statement of Accounts of the Company for the year ended on 31st March 2010.

FINANCIAL RESULTS: (Rs. in Lacs)

Particulars Current Year Previous Year

Ended Ended

31st March, 2010 31st March, 2009

Total Income 3459.81 3627.42

Profit before Depreciation 749.46 656.65

Less: Depreciation 417.06 466.70

Operative Profit before Tax 332.40 189.95

Less: Exchange Rate Loss/ FCNR (0.23) 79.43

Profit before Tax 332.63 110.52

Less: Provision for Income Tax /FBT 140.00 14.35

Less: IncomeTax for Previous Year 0.00 11.60

Less: Deferred Tax Liabilities (34.14) 84.00

Less: Prior Period adjustments 16.00 23.73

Profit/ (Loss) after Tax 210.77 (23.16)

DIVIDEND:

The philosophy of the conservative pattern of the management of the Company, the Board believe that the strength of your Company lies in identification, execution and successful implementation of the projects in the Print as well as Outdoor Media coupled with suitable expansion, diversification proposal in the different business verticals in which your Company operates and to strengthen the long term prospects and ensuring the sustainable growth in assets and revenue; your Directors consider this to be strategic interest of the Company and believe that this will greatly enhance the long term shareholders value and therefore for the year under review the Board do not recommend dividend for the financial year 2009-10.

PRINT MEDIA :

People of Gujarat is celebrating Swarnim Jayanti of foundation of Gujarat State and we too joined with them by celebrations as our both publications "Sambhaav Metro" a Gujarati noon newspaper published from Ahmedabad and "Abhiyaan" a Gujarati weekly published from Ahmedabad are entering into its 25th Year. We are very much thankful to all our readers, Advertisers, writers and staff members for their wholehearted support and cooperation extended by them during the journey of our consistent progress and development.

During the first half of this Financial Year under review, the Heat Set Rotary Machine has come in to operations, which has helped us to reduce the production cost of "Abhiyaan" weekly. Unlike others we are also maintaining good reading articles, novels with fixed numbers of pages per issue. During the current financial year we have also launched subscription drive for "Abhiyaan" for which we have received very good response from our readers. The management is also planning to bring out some niche periodical publication during the current financial year. We are also trying to add some more newspapers / periodicals in our job work division in the coming period which will enhance the job work revenue also.

OUT OF HOME (OOH) MEDIA :

The Out Of Home (OOH) cant be turned off, turned over, thrown out or ignored. It works continually day and night and acts as a final reminder while people are in route to shop or at point of purchase. In the current scenario it plays a vital and effective role for drawing attention of the mass of the public and having resultant effect for increased effective marketing phenomenon in the modernized system of media world.

Further, OOH is also playing significant role for development of brand image. The Industries is growing at the rate of around 7% per year. The growth of OOH is still higher in fast developing countries like China and India.

The Municipal Corporations and local authorities have also realized the presence and value added benefits of OOH to generate more revenue after abolition of Octori Duty by many of the States in the Country.

Most of the metros and big cities are having digital billboards and LED screen which are getting very good response from the Advertisers with the effective and popular media tool in the recent environment and sophisticated and appealing era of communication.

As it is known to all of us, that during last years global recessions, the Indian economy has not suffered much compared to other countries due to the strong fundamentals of lending systems and concepts of our country. The Government of India has also played very significant role for the same, but yes there was slowdown in all the industries as compared to the growth of earlier periods.

The slowdown mainly affected us on the outdoor part of the business. In fact, we could see it coming and hence, we concentrated on focusing on our key clients and the effort was towards growing the business organically. We have also taken corrective steps to surrender non-viable project /assets to curtail the volume of losses. But at the same time we have concentrated for erection / acquiring new sites and as such during the year under operation, we have further erected 150 new modern bus shelters in the City of Ahmedabad for AMTS. Further, we have also acquired the Advertising rights for hoardings sites in the prime locations at Mithakhali Under Bridge, Shreyas Fly Over and Income Tax Under Bridge from the Western Railways and the erection of sites are under process. Your Directors would also like to inform that recently, the Company has acquired advertising rights on Ashram Road from Ahmedabad Municipal Corporation. Consequent to all these developments it will add an additional income / revenue during the current financial year and having positive impacts on our operational working in the coming period ahead.

SML also wants to utilize the non conventional electricity power for the New Modern Bus Shelters erected by it and as such the Company has already offered to install solar power systems to Ahmedabad Municipal Transport Services which is under active considerations at their end.

It has been foreseen about technology coming to India in the OOH domain, but the same yet not been seen anything on a larger scale or substantial volumes. Any way it has been believe that the digital billboards or LED screens would definitely come in a very big way in future.

Today Outdoor is being seen as much better organized than what it was used to be a decade back. Due to the same trend even the government cannot be negligent about it, and the authorities are waking up to the fact that out door could be a great revenue earner for them. In the end of the current situation, the media owners have to more professional with self regulatory modes, if this business has to survive for long enough and move towards becoming a more organized and professional Industry and get its due share for the advertising spent.

EXPANSIONS & DIVERSIFICATION PROJECTS:

Directors of your Company envisage for the proposed prospective plans of expansions in the operative areas of the Companys business and also plans for benefitial diversified projects in the power generation by way of installations of the Solar Energy Projects. Further, Directors of your Company are also in the process of acquiring Land at Makarba in the Ahmedabad District for the purpose of the expansion of its printing business. The Company has already entered in to the agreement for purchase of land and has also paid the necessary advances.

Recently the Government of India has liberalized the policy for non-conventional power source project and the Company is also exploring for Solar Electricity Project for about 10 to 15 MW power generating project on its own land situated in the Rajkot District of the State of Gujarat.

Your Directors are also exploring the positive avenues for the installation of LED Hoarding sites in Ahmedabad city.

PREFERENTIAL CONVERTIBLE WARRANTS- EQUITY ISSUE:

Directors of your Company envisages the requirement of huge funds for the long terms capital as well as working capital requirements for the various expansion and diversification programmes for the Companys effective operations in the coming period. In order to implement the various proposals the Board has approved the Preferential Allotment of Convertible Warrants in to Equity to the tune of 10% of the present paid up capital of the Company viz: 1,46,11,084 with the Share Premium Amount which will have the additional funding to the tune of Rs 65.02 crores for the Companys business . The requisite Board and Members approval have been accorded for the same and the procedure for In Principle approval from both the Stock Exchanges, BSE and NSE is under way and after obtaining the same all necessary formalities will be made and with the resultant effect the present paid up capital of the Company will be incresed to Rs.160.72 lacs ( Previous Year Rs.146.11 lacs) in the coming period.

Consequent to the enhanced funds in the Company will create a positive scenario for making implementation of various expansion and diversifications in the best interest of the Company and the same will have impacts on increased revenue and operations in the coming years.

PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any Deposits from the public within the meaning of Section 58A of the Companies Act, 1956.

INSURANCE:

All the existing properties of the Company including Plant & Machinery, Building, and Stocks and the Licensed Properties taken for the Companys Out Door Media business etc.are adequately insured from the possible risks envisaged by the Management of the Company.

DIRECTORATE:

Your Directors bring to your kind notice that Shri N. R. Mehta and Shri O.P. Bhandari who retire by rotation at the ensuing Annual General Meeting, being eligible they offer themselves for reappointment for the further period and the same to be approved by the members

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 217(2AA) of the Companies Act, Your Directors and the management of the Company hereby confirm:

1. That in the preparation of the Final Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to the material deviations wherever required.

2. That the management of the Company has 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 & Loss of the Company for that period.

3. That the management of the Company has 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 for preventing and detecting fraud and other irregularities.

4. That they the management of the Company has prepared the annual accounts on a going concern basis.

LISTING AGREEMENT:

The Equity shares of the Company are presently listed at the Bombay Stock Exchange (BSE), and National Stock Exchanges (NSE). The Company has duly paid the Annual Listing Fees up to 31st March, 2011 to BSE and NSE.

Adequate care is being taken to comply the norms and guidelines as per the applicable provisions of the Listing Agreement with the Company.

The Companys Equity Shares are under ‘Compulsory Demat. The ISIN allotted to the Company is INE699B01027. As required by the SEBIs Circular, the Company has appointed M/s MCS Limited as its Registrar & Share Transfer Agent also to undertake transfer of physical share certificates besides acting as Electronic Registrars.

CORPORATE GOVERNANCE:

The management of the Company has generally implemented the procedure and adopted practices in conformity with the Code of Corporate Governance as enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. The Management Discussion & Analysis and Corporate Governance Report are made a part of the Annual Report. A certificate from the Company Secretaries regarding compliance of the conditions of Corporate Governance is given in Annexure, which is attached hereto and forms part of the Directors Report.

STATUTORY AUDITORS:

M/s. Dhirubhai Shah & Co., Chartered Accountants, Ahmedabad retire at the ensuing Annual General Meeting and are eligible for reappointment. The Company has received a certificate from them that their appointment if approved by the shareholders would be within the ceiling prescribed under section 224(1B) of the Companies Act, 1956. The Members are requested to appoint auditors to hold office until the conclusion of the Next Annual General Meeting of the Company.

AUDITORS REPORT:

The Auditors Report for the year ended 31st March, 2010 and the notes forming part of the accounts referred to in the Auditors Report are self-explanatory and give required complete information.

EMPLOYEES:

During the year under review, no employee of the Company was in receipt of remuneration in excess of the limits prescribed in Section 217(2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Details of foreign exchange earnings and outgo form part of Notes to the Balance Sheet for the period under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under Sections 217(1)(e) of the Companies Act, 1956 read with The Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988.

MATERIAL CHANGES:

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

APPRECIATIONS & ACKNOWLEDGMENTS :

Your Directors take this opportunity to acknowledge with gratitude for the trust reposed in the Company and by the Shareholders, Investors, and Readers/Customers, Corporations and Government Authorities. Directors of your Company specifically express their gratitude to the Bankers of the Company, Dena Bank who has extended very good support to the Company for execution of all the projects in time. Further, your Directors also keenly appreciate the dedication & commitment of the Employees without which the sustained progress of the Company would not have been possible.

FOR AND ON BEHALF OF THE BOARD

Place : Ahmedabad KIRAN B. VADODARIA

Date : 17TH May, 2010. Chairman & Managing Director