Directors Report of Sandesh Ltd.

Mar 31, 2025

Your Board of Directors has the pleasure of presenting the 82^nd Annual Report of The Sandesh Limited ("the Company" or
"Sandesh") including the Audited Standalone and Consolidated Financial Statements for the Financial Year ("FY") ended March
31, 2025. The Consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. Financial Highlights:

The Company''s financial performance, on a Standalone and Consolidated basis, for the FY ended March 31, 2025, is
summarized below:

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

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

affairs:

a. Standalone Performance:

During the year under review, on a Standalone basis,
the revenue from operations was ? 29,234.32 Lakhs
as compared to ? 32,018.84 Lakhs in the previous
FY; whereas the profit before tax was ? 9,899.27
Lakhs as compared to ? 24,087.82 Lakhs during the
previous FY. The Company''s profit after tax for the
year under review was ? 7,745.66 Lakhs as compared
to ? 18,869.19 Lakhs in the previous FY.

b. Consolidated Performance:

During the year under review, on a Consolidated
basis, the revenue from operations was ? 29,418.38
Lakhs as compared to ? 32,208.83 Lakhs in the
previous FY; whereas the profit before tax was ?
9,868.73 Lakhs as compared to ? 24,078.49 Lakhs
in the previous FY. The Company''s profit after tax
for the year under review was ? 7,712.15 Lakhs as
compared to ? 18,858.57 Lakhs in the previous FY.

The Audited Standalone and Consolidated
Financial Statements for the FY ended March 31,

2025, are prepared in accordance with the relevant
applicable Indian Accounting Standards ("Ind AS")
and Regulation 33 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) 2015 ("Listing Regulations") and
the applicable provisions of the Companies Act,
2013 (" the Act").

3. Material changes affecting the financial position of
the Company:

There have been no material changes and commitments
affecting the financial position of the Company that
occurred between the end of the FY of the Company
to which the Financial Statements relate and the date
of this Report. For detailed analysis, kindly refer to
the Management Discussion and Analysis Report, as
stipulated under the Listing Regulations, as amended
from time to time, forming part of the Annual Report.
Further, there have been no material events during the
FY that require disclosure in this report.

4. Dividend:

The Directors, in their meeting held on February 13,
2025, declared an interim dividend at the rate of 25%, i.e.,
? 2.50 per Equity Share of Face Value of ? 10/- each,
during FY 2024-25. The interim dividend payment had
an outflow of ? 189.24 Lakhs. Further, the Board has also
recommended a Final Dividend at the rate of 25%, i.e.,
? 2.50 per Equity Share of Face Value of ? 10/- each, during
FY 2024-25 to the members of the Company for approval
at the ensuing AGM. The final dividend payment had an
outflow of ? 189.24 Lakhs. The interim dividend and the
final dividend declared were by the Dividend Distribution
Policy of the Company. The Dividend Distribution Policy
of the Company, in terms of Regulation 43A of the Listing
Regulations, is available on the website of the Company
and can be accessed at https://epapercdn.sandesh.com/
investors/ii.%20Dividend%20Distribution%20Policy.pdf.
There has been no change in the policy during the year
under review. The Final Dividend, if approved by the
Members, shall be paid on or before October 10, 2025,
to the Members whose names appear in the Register of
Members as on Friday, August 22, 2025, being the record
date fixed for this purpose.

The total Dividend for the financial year, including the
proposed Final Dividend to equity shareholders, amounts
to '' 5.00 per equity share. Your Company complies
with the Dividend Distribution Policy as approved by
the Board. The Members are requested to note that,
pursuant to the provisions of the Income Tax Act, 1961,
as amended by the Finance Act, 2020, dividends paid or
distributed by the Company shall be taxable in the hands
of the Members. Your Company shall therefore deduct
tax at source ("TDS") (at the applicable rates) at the time
of payment of the Dividend. For further details related to
TDS on Dividend, please refer to Note No. 21 of the Notice
of the 82^nd AGM.

5. Consolidated Financial Statement

In accordance with the provisions of the Act and the
Listing Regulations read with Ind AS 110 - Consolidated
Financial Statements, the consolidated audited financial
statement forms part of this Annual Report.

6. Transfer to Reserves:

The Board of Directors of the Company does not propose
to transfer any amount to the Reserves for the year
under review.

7. Change in the nature of the business:

During FY 2024-25, there was no change in the nature of
the business of the Company.

8. Directors'' Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Act,
the Board of Directors, to the best of their knowledge and
belief and according to the information and explanations
received from the Company, confirm that:

a) In the preparation of the annual accounts for
the FY 2024-25, the applicable Ind-AS have been
followed to the extent applicable to the Company,
and there are no material departures;

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

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

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

e) The Directors have laid down internal financial
controls to be followed by the Company, and that
such internal financial controls are adequate and
operating effectively; and

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

9. Board Meetings, Board of Directors, Key Managerial
Personnel & Committees of Board of Directors:

As on March 31,2025, the Company has eight (8) Directors
with an optimum combination of Executive and Non¬
Executive Directors, including two women directors. The
Board comprises five (5) Non-Executive Directors, out of
which four (4) Directors are Independent Directors. The
detailed composition of the Board of Directors of the

Company is given in the Corporate Governance Report,
which forms part of this 82^nd Annual Report.

A. Board Meetings:

The Board of Directors of the Company met four
(4) times during FY 2024-25. The particulars of the
Board Meetings held, and the attendance of each
Director are detailed in the relevant section of the
Corporate Governance Report, which forms part of
this 82^nd Annual Report. A necessary quorum was
present for all the meetings. The maximum interval
between any two meetings did not exceed one
hundred and twenty days.

B. Change in Directors, and Key Managerial
Personnel ("KMP"):

i. Appointment, Cessation, and Change in
Designation of the Directors:

Pursuant to provisions of Section 152(6) of
the Act and the Articles of Association of
the Company, Smt. Pannaben F. Patel (DIN:
00050222), retires by rotation and being
eligible, offers herself for re-appointment at
the 82^nd Annual General Meeting ("AGM") of
the Company. The Board of Directors, based on
the recommendation of the Nomination and
Remuneration Committee, has recommended
her re-appointment. A resolution seeking
approval from the Members for the re¬
appointment of Smt. Pannaben F. Patel forms
part of the Notice of the 82^nd AGM. Pursuant
to the provisions of Regulation 36(3) of
the Listing Regulations and the applicable
Secretarial Standards on the General Meetings,
the requisite details of Smt. Pannaben F. Patel
are furnished in the Notice convening the
82^nd AGM.

The Board, at its meeting held on August 05,
2025, based on the recommendations of the
Nomination and Remuneration Committee,

approved the continuation of the directorship
of Shri Falgunbhai C. Patel (DIN: 00050174) as a
managing director, pursuant to the provisions
of section 196(3) of the Act, as Shri Falgunbhai

C. Patel will attain the age of 70 (seventy)
years in the year 2026, subject to approval
of Members at the 82^nd AGM. A resolution
seeking approval from the Members for the
continuation of employment of Shri Falgunbhai
C. Patel as managing director, as aforesaid,
forms part of the Notice of the 82^nd AGM.
Pursuant to the provisions of Regulation 36(3)
of the Listing Regulations and the applicable
Secretarial Standards on the General Meetings,
the requisite details of Shri Falgunbhai C. Patel
are furnished in the Notice convening the
82^nd AGM.

The appointment of Shri Bijal Hemant
Chhatrapati (DIN: 02249401), Shri Keyur
Dhanvantlal Gandhi (DIN: 02448144), and Shri
Sudhin Bhagwandas Choksey (DIN: 00036085)
as Non-executive Independent Directors of the
Company for first term of five (5) consecutive
years with effect from April 01, 2024 till March
31, 2029 were confirmed through Postal Ballot
on March 22, 2024.

Shri Sanjay Kumar Tandon (DIN: 00055918)
has resigned as Whole-time Director of the
Company from the close of February 13, 2025.
However, he continues to hold the office of
Chief Financial Officer of the Company.

Shri Rahoul Rajivkumar Shah (DIN: 00054684)
has been appointed as Whole-time Director
of the Company, with effect from February 13,
2025 to hold the office for the period of five (5)
consecutive financial years, by passing Special
Resolution through the postal ballot on March
21,2025.

Composition of the Board of Directors of the Company as on March 31,2025, is as below:

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

ii. Appointment and Cessation of the Key Managerial Personnel:

Shri Hardik Patel, Company Secretary and Compliance Officer of the Company, resigned from the closing of
business hours of May 21, 2025. The Board placed on record its sincere appreciation for the contribution made by
Shri Hardik Patel during his tenure with the Company. The Board at its meeting held on August 05, 2025, based on
the recommendation of the Nomination and Remuneration Committee, approved the appointment of Mr. Hardik
Joshi (ACS: A58557) as the company secretary and compliance officer of the Company with effect from August 05,
2025. Except as mentioned above, there are no other changes in the KMPs. Pursuant to the provisions of Section
203 of the Act, the KMPs of the Company as on March 31, 2025, are as under:

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

*Ceased from the closing of business hours of May 21, 2025.

#Appointed with effect from August 05, 2025

C. Independent Directors:

The provisions of Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations provide the definition of an
Independent Director. The following are the details of the Independent Directors of the Company:

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

* Appointed as an Independent Director of the Company with effect from April 01, 2024.

D. Declarations from Independent Directors:

The Independent Directors are Non-Executive
Directors as defined under Regulation 16(1)(b)
of the Listing Regulations and Section 149(6)
of the Act. The Company has received requisite
declarations from all the Independent Directors
of the Company confirming that they meet
the criteria of independence prescribed under
Section 149(6) of the Act read with Rule 5 of the
Companies (Appointment and Qualification of
Directors) Rules, 2014 and Regulation 16(1)(b) of
the Listing Regulations. As per Regulation 25(8) of
the Listing Regulations, the Independent Directors
have also confirmed that they are not aware of
any circumstance or situation that exists or may
be reasonably anticipated that could impair or
impact their ability to discharge their duties with
an objective, independent judgment and without
any external influence. In the opinion of the Board,
all the Independent Directors satisfy the criteria

of independence as defined under the Act, rules
framed thereunder, and the Listing Regulations,
and that they are independent of the Management
of the Company. The Board has taken on record
the declarations and confirmations submitted by
the Independent Directors after undertaking due
assessment of the veracity of the same. In the opinion
of the Board, all Independent Directors possess the
requisite qualifications, experience, expertise, and
proficiency, and hold high standards of integrity
for the purpose of Rule 8(5)(iiia) of the Companies
(Accounts) Rules, 2014. In terms of the requirements
under the Listing Regulations, the Board has
identified a list of skills, expertise, and competencies
of the Board, including the Independent Directors,
details of which are provided as part of the Corporate
Governance Report. As required under Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, all the Independent Directors
have registered themselves with the Independent
Directors Databank and hold valid registration.

E. Familiarization Program for Independent
Directors:

In compliance with the requirements of the Listing
Regulations, the Independent Directors have been
familiarized with the Company by the Executive
Directors and the Functional Heads of various
Departments of the Company, which include
roles, rights & responsibilities, and also strategies,
operations, and functions of the Company. In
accordance with Regulation 46 of the Listing
Regulations, the details of the familiarization
programs extended to the Independent Directors
are also disclosed on the Company''s website from
time to time at: https://epapercdn.sandesh.com/
investors/Details%20of%20familiarization%20
programmes.pdf

F. Disqualification of the Directors:

None of the Directors on the Board of the
Company has been debarred or disqualified from
being appointed or continuing as a Director of
the Company by the Securities and Exchange
Board of India, the Ministry of Corporate Affairs,
or any other statutory authority. Pursuant to the
provisions of Listing Regulations, the Company
has received a certificate to that effect, issued by
M/s. Jignesh A. Maniar & Associates, Practicing
Company Secretaries, and the same forms the part
of Corporate Governance Report.

G. Details of remuneration to directors:

The information relating to remuneration and other
details as required under the provisions of Section
197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed herewith this
Report and marked as Annexure A.

H. Committees of the Board:

The Company has constituted the following
Committees of the Board of Directors of
the Company:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee;

5. Risk Management Committee; and

6. Executive Committee.

The Corporate Governance Report contains
composition, roles and responsibilities, and other
relevant details of each of the above Committees.

During the year under review, all the
recommendations of the Committees of the Board
of Directors of the Company were accepted by
the Board.

I. Nomination and Remuneration Policy:

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

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

J. Annual Performance Evaluation by the Board:

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

The policy and criteria for the board evaluation are
approved by the Nomination and Remuneration
Committee. The evaluation process is conducted
through structured questionnaires, which cover
various aspects of the Board''s functioning. The
Committees of the Board were evaluated on several
criteria. These included whether the Committee had
the right number and type of members, whether
it followed its charter, whether all members
contributed actively, and how well the Committee
performed overall. Directors were evaluated
based on their preparation and participation in
meetings. Their quality of input, ability to manage
relationships within the Board, and understanding of
corporate governance were also considered. Other
criteria included knowledge of financial reporting,
awareness of industry and market conditions, and
use of independent judgment. The Board was
evaluated on how well it handled information, how
its members worked together, and the balance in its
composition. The focus on important issues, efforts
to build capacity, prepare for the future, and ensure
strong governance were also reviewed. A meeting
of the Independent Directors is held, wherein they
evaluate the performance of the Non-Independent
Directors, including the managing director and
the Chairman of the Board. They also evaluate the
performance of the entire Board. The Board then
discusses these findings with the Independent
Directors. They also evaluate the performance of
each Director, including the managing directors,
the Board as a whole, and all Committees. Based on
this process, individual feedback is shared with each
Director. The Directors express their satisfaction
with the evaluation process and results.

K. Pecuniary relationships or transactions of Non¬
executive Directors with the Company:

There is no pecuniary or business relationship
between the Non-Executive/Independent Directors
and the Company, except for the sitting fees for
attending meetings of the Board/Committees
thereof. None of the Non-executive Directors of
the Company had any pecuniary relationships or
transactions with the Company during the FY 2024¬
25, which may have potential conflict with the
interests of the Company at large.

10. Subsidiary Companies, joint ventures, and associate
companies:

The Company has one unlisted wholly owned subsidiary,
i.e., Sandesh Digital Private Limited, as on March 31,2025.
There are no joint ventures or associate companies within
the meaning of Section 2(6) of the Act.

There has been no material change in the nature of
the business of the Subsidiary Company and further,
pursuant to the provisions of Section 129(3) of the Act,

read with applicable rules made thereunder, a statement
containing salient features of the Financial Statements of
the Company''s Subsidiary in Form AOC-1 is attached to
the Consolidated Financial Statements of the Company
which forms a part of this 82^nd Annual Report, which may
be read in tandem therewith.

Further, pursuant to the provisions of Section 136 of the
Act, the Financial Statements of the Company, including
Consolidated Financial Statements, along with relevant
documents and separate audited Financial Statements
in respect of the Subsidiary Company, are available on
the website of the Company. All these documents will
be made available for inspection, electronically up to
the date of the ensuing AGM, upon receipt of a request
from any Member of the Company interested in obtaining
the same.

The Company has prepared Consolidated Financial
Statements of the Company and its subsidiary, viz.
Sandesh Digital Private Limited, in the form and manner
as that of its own, duly audited by its statutory auditors
in compliance with the applicable Ind-AS and the Listing
Regulations. The Consolidated Financial Statements for
the FY 2024-25 forms part of this 82^nd Annual Report
and said Financial Statements of the subsidiary shall be
laid before the Members of the Company at the ensuing
Annual General Meeting while laying its Financial
Statements under Section 129(2) of the Act.

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

The Company has formulated a policy for determining
Material Subsidiaries. However, the Company does
not have any material subsidiaries in the immediately
preceding Financial Year. The Policy is available on the
website of the Company and can be accessed at https://
epapercdn.sandesh.com/investors/ix.%20Policy%20
for%20determining%20Material%20Subsidiary.pdf. The
performance and business highlights of the Subsidiary
Company of the Company during the FY 2024-25 are as
mentioned hereunder:

Sandesh Digital Private Limited:

Sandesh Digital Private Limited ("SDPL"), a wholly owned
subsidiary company of the Company, is engaged in the
business of aggregating and providing news, videos,
and advertisements on multiple digital platforms. During
the FY 2024-25, SDPL has recorded revenue from the
operation of ? 205.07 Lakhs as compared to ? 211.10 Lakhs
in the previous Financial Year; whereas total loss before
tax was ? 30.54 Lakhs as compared to ? 9.33 Lakhs in the
previous Financial Year. Further, SDPL recorded a total loss

after tax of ? 33.51 Lakhs as compared to ? 10.62 Lakhs in
the previous Financial Year.

11. Corporate Governance:

A separate Report on Corporate Governance, along with
a certificate confirming compliance with the conditions of
Corporate Governance, issued by M/s. Jignesh A. Maniar
& Associates, Practicing Company Secretaries, forms part
of this 82^nd Annual Report.

12. Audit Committee and its Recommendations:

The Audit Committee has been constituted in accordance
with the provisions of the Act and rules made thereunder,
and also in compliance with the provisions of the Listing
Regulations. The details pertaining to the composition
of the Audit Committee are provided in the Corporate
Governance Report. During FY 2024-25. It carries out the
roles and duties as required under the Act, the Listing
Regulations, and other matters given by the Board from
time to time. During the year, the Board accepted all
the recommendations made by the Audit Committee.
There were no cases where the Board did not accept
its recommendations.

13. Auditors and Audit Reports:

a) Statutory Auditors:

The Shareholders of the Company at the 80^th
Annual General Meeting of the Company approved
the appointment of M/s. Manubhai & Shah LLP,
(Firm Registration No. 106041W/W100136, LLPIN:
AAG-0878), Chartered Accountants, Ahmedabad,
as Statutory Auditors of the Company, to hold the
office for a period of five (05) consecutive financial
years till the conclusion of the 85^th AGM.

The Statutory Auditors are not disqualified from
continuing as Statutory Auditors of the Company
and hold a valid certificate issued by the Peer Review
Board of the Institute of Chartered Accountants
of India.

b) Auditors'' Report:

The Auditors'' Reports given by M/s. Manubhai
& Shah LLP on the Standalone and Consolidated
Financial Statements of the Company for the
FY 2024-25 form part of this 82^nd Annual Report. The
notes of the Financial Statements referred to in the
Auditors'' Reports are self-explanatory and do not
call for any further comments. The Auditors'' Reports
for the FY 2024-25 does not contain any qualification,
reservation, disclaimer, or adverse remarks. During
FY 2024-25, the Auditors did not report any matter
under Section 143(12) of the Act; accordingly, no
detail is required to be disclosed under Section
134(3)(ca) of the Act. Further, the Auditors of the
Company have not reported any incident of fraud
to the Audit Committee of the Company in FY 2024¬
25. The Audit Committee periodically reviews the
independence of Auditors, reviews of non-audit

services, internal checks and balances to mitigate
conflict of interest, etc. The Directors have reviewed
the Auditor''s Report.

c) Internal Auditors:

The Company has appointed M/s. K. C. Mehta &
Co. LLP, Chartered Accountants (LLPIN: ABB-3171,
Firm Registration Number: 106237W/W100829),
as the Internal Auditors of the Company, to hold
the office of Internal Auditors till March 31, 2026.
The Audit Committee has approved the terms of
reference and also the scope of work of the Internal
Auditors. The scope of work of the Internal Auditors
includes monitoring and evaluating the efficiency
and adequacy of the internal control systems.
Internal Auditors present their audit observations
and recommendations along with the action plan
of corrective actions to the Audit Committee of
the Board.

d) Secretarial Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to the
provisions of Section 204 of the Act, read with rules
made thereunder, and the Secretarial Compliance
Report pursuant to the provisions of Regulation 24A
of the Listing Regulations for the FY 2024-25, issued
by M/s. Jignesh A. Maniar & Associates, Practicing
Company Secretaries, Ahmedabad, are annexed
herewith this Report and marked as Annexure B
and Annexure C, respectively, and form an integral
part of this Report.

Secretarial Audit Report in Form MR-3, and
Secretarial Compliance Report noted that during the
FY 2024-25, the Company has received a notice for
imposition of fine of '' 10,000/- plus GST from each
of the Stock Exchanges, i.e. BSE Limited ("BSE"), and
National Stock Exchange of India Limited ("NSE")
for causing a delay in furnishing prior intimation
about the meeting of the Board held on November
12, 2024. The management submits its response
that the technical issues resulted in an inadvertent
delay of approximately two hours in submitting the
prior intimation, and the said delay was outside of
the stock exchanges'' trading hours, and accordingly,
the Company has applied for waiver of the fine to
both the stock exchanges, and such application for
a waiver is pending. Further, the Company has taken
positive steps by strengthening its existing system
to ensure timely compliance.

In terms of Regulation 24A(2) of the Listing
Regulations, the Company has submitted the
Secretarial Compliance Report in the specified form
to the Stock Exchanges within sixty days from the
end of the financial year 2024-25.

Except as mentioned above, the Secretarial Audit
Report in Form MR-3 and Secretarial Compliance

Report for the FY 2024-25 do not contain any
qualification, reservation, disclaimer, or adverse
remarks. During FY 2024-25, the Secretarial Auditors
did not report any matter under Section 143(12)
of the Act; therefore, no detail is required to be
disclosed under Section 134(3)(ca) of the Act.

e) Secretarial Auditor:

Pursuant to the amended provisions of Regulation
24A of the SEBI Listing Regulations read with Section
204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board at its meeting held on May 29, 2025, based
on the recommendation of the Audit Committee
and subject to approval of the Members at the 82^nd
AGM, approved the appointment of M/s. M. C. Gupta
& Co., a peer-reviewed firm of Company Secretaries
(Firm Registration Number S1986GJ003400) as
the Secretarial Auditor of the Company for a term
of 5 (five) consecutive years commencing from
the conclusion of ensuing 82^nd AGM up to the
conclusion of 87^th AGM of the Company to be held
in the year 2030, for the audit period from FY 2025¬
26 and till FY 2029-30. The aforesaid appointment
has been recommended based on the evaluation
of various factors such as M/s. M. C. Gupta & Co.''s
independence, industry experience, skills, expertise,
and quality of audit, and based on the fulfillment of
the eligibility criteria and qualifications prescribed
under the Act and Listing Regulations. The Company
has received the requisite consent and certificate of
eligibility from M/s. M. C. Gupta & Co. confirms that
it is not disqualified from being appointed as the
Secretarial Auditor of the Company, and it satisfies
the prescribed eligibility criteria. Accordingly, the
matter relating to the appointment of M/s. M. C.
Gupta & Co. as Secretarial Auditor, along with the
brief profile and other requisite information, forms
part of the Notice of the 82^nd AGM.

14. Cost Records:

The Company is not required to comply with the
requirements of maintaining the cost records specified
by the Central Government under provisions of Section
148(1) of the Act; therefore, no such records are made or
maintained by the Company. Accordingly, the provisions
pertaining to the audit of the cost records are also not
applicable during the FY 2024-25.

15. Human resource initiatives and industrial relations:

The Company regards its employees as its most valuable
assets, recognizing that without capable personnel, even
the best business plans and ideas may falter. In today''s
dynamic and ever-evolving business environment, it
is human capital, rather than fixed or tangible assets,
that sets organizations apart from their competitors.
Enhancing employee efficiency and performance has
always been the Company''s foremost priority. Moreover,

the Company strives to align its human resource
practices with its business objectives. The performance
management system adopts a comprehensive approach
to managing performance, extending beyond mere
appraisals. As of March 31, 2025, the Company had 442
employees on its payroll.

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

The details required under Section 134(3)(m) of the Act
read with Rule 8 of the Companies (Accounts) Rules,
2014, pertaining to energy conservation, technology
absorption, and foreign exchange earnings and outgo,
are annexed herewith this Report and marked as
Annexure D, which is an integral part of this Report.

17. Management Discussion and Analysis Report &
Cautionary Statement:

A detailed chapter on ''Management Discussion and
Analysis'' pursuant to Regulation 34 of the Listing
Regulations forms part of this 82^nd Annual Report. The
statements in this 82^nd Annual Report, especially those
with respect to Management Discussion and Analysis,
describing the objectives of the Company, expectations,
estimates, and projections, may constitute forward¬
looking statements within the meaning of applicable
law. Actual results might differ, though the expectations,
estimates, and projections are based on reasonable
assumptions. The details and information used in the
said Report have been taken from publicly available
sources. Any discrepancies in the details or information
are incidental and unintentional. Readers are cautioned
not to place undue reliance on these forward-looking
statements that speak only as of the date. The discussion
and analysis as provided in the said Report should be read
in conjunction with the Company''s Financial Statements
included herein and the notes thereto.

18. Corporate Social Responsibility (CSR):

The Company has constituted a Corporate Social
Responsibility Committee pursuant to the applicable
provisions of the Act. The Committee is constituted to
manage and oversee the Corporate Social Responsibility
programs and projects of the Company. The Corporate
Social Responsibility Policy, as approved and amended
from time to time by the Board, is available on the
website of the Company and can be accessed at: https://
epapercdn.sandesh.com/investors/xiii.%20CSR%20
Policy.pdf. The Annual Report on Corporate Social
Responsibility activities is annexed herewith this Report
and marked as Annexure E and forms an integral part of
this Report. The detailed terms of reference of the CSR
Committee, attendance at its meetings, and other details
have been provided in the Corporate Governance Report.
Further, the Chief Financial Officer of the Company has
certified that CSR spends of the Company for FY 2024¬
25 have been utilized for the purpose and in the manner
approved by the Board of the Company.

19. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015, and the amendments thereof, the Company has
formulated and amended from time to time, a "Code
of Conduct for Prevention of Insider Trading" and
"Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information" for regulating,
monitoring, and reporting of trading in shares of the
Company by the Promoters, Designated Persons, Key
Managerial Personnel, Directors, Employees, Connected
Persons, and Insiders of the Company. The said codes
are in accordance with the said Regulations and are also
available on the website of the Company. The Company
has also adopted the Policy for the determination of
Legitimate Purposes as a part of "Code of Practices and
Procedures for Fair Disclosure of Unpublished Price
Sensitive Information" and "Policy for inquiry in case of
leak or suspected leak of Unpublished Price Sensitive
Information".

20. Borrowing & credit rating:

The Company has taken a borrowing limit only against
its Fixed Deposits with the Bank for better working of
capital management, though the Company rarely utilizes
such limit. Further, there is no requirement to obtain a
credit rating for sanctioned borrowing limit against Fixed
Deposits pending with the bank.

21. Insurance:

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

22. Risk Management:

Pursuant to Regulation 21 of the Listing Regulations,
the Company has constituted the Risk Management
Committee to frame, implement, and monitor the risk
management plan of the Company. The composition of the
Committee is more particularly described in the Corporate
Governance Report, which forms a part of this 82^nd Annual
Report. The Board of Directors of the Company has framed
and adopted a Risk Management Policy of the Company.
The Risk Management Policy of the Company is uploaded
on the website of the Company and can be accessed at
https://epapercdn.sandesh.com/investors/i.%20Risk%20
Management%20Policy.pdf. The Company has identified
various risks and also has mitigation plans for each risk
identified, and it has a comprehensive Risk Management
system which ensures that all risks are timely defined
and mitigated in accordance with the Risk Management
Policy. Further details on the risk management activities,
including the implementation of risk management policy,
key risks identified, and their mitigations, are covered in
the Management Discussion and Analysis section, which
forms part of this 82^nd Annual Report.

23. Internal Financial Control System and its adequacy:

The Company has an adequate system of internal controls
to ensure that all its assets are protected against loss
from unauthorized use or disposition, and further that
those transactions are authorized, promptly recorded,
and reported correctly. The Company has implemented
an effective framework for Internal Financial Controls in
terms of the provisions stipulated under the explanation
to Section 134(5)(e) of the Act for ensuring the orderly and
efficient conduct of its business, including adherence to
the Company''s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and
the timely preparation of reliable financial information.
The Board is of the opinion that the Company has effective
Internal Financial Controls, which are commensurate
with the size and scale of the business operations of the
Company for the FY 2024-25. Adequate internal financial
controls with respect to financial statements are in place.
The Company has documented policies and guidelines
for this purpose. Its Internal Control System has been
designed to ensure that the financial and other records
are reliable for preparing financial and other statements
and for maintaining accountability of assets. The internal
audit and the management review supplement the
process implementation of effective internal control.
The Audit Committee of the Board deals with accounting
matters, financial reporting, and internal controls, and
regularly interacts with the Statutory Auditors, Internal
Auditors, and the management in dealing with matters
within its terms of reference. No reportable material
weakness in the design or implementation was observed
during FY 2024-25.

24. Vigil Mechanism and Whistle Blower Policy:

Pursuant to the provisions of the Act and the Listing
Regulations, the Board has approved and established
a Vigil Mechanism and Whistle Blower Policy for the
directors, employees, and other stakeholders of the
Company to report their genuine concerns, and its details
are explained in the Corporate Governance Report. The
Company''s Vigil Mechanism and Whistle Blower Policy
entitle its directors, employees, and other stakeholders
to report concerns about unethical or inappropriate
behavior, actual or suspected fraud, leak of unpublished
price-sensitive information, unfair or unethical actions, or
any other violation. The aforesaid Policy is also available
on the website of the Company and can be accessed
at: https://epapercdn.sandesh.com/investors/vii.%20
Vigil%20Mechanism%20&%20Whistle%20Blower%20
Policy.pdf. The Company affirms that no employee has
been denied access to the Audit Committee.

25. Code of Conduct:

The Company has laid down a Code of Conduct for
all Board Members and the Members of the Senior
Management of the Company. The said Code is also

placed on the website of the Company and can be
accessed at: https://epapercdn.sandesh.com/investors/
vi.%20Code%20of%20Conduct%20of%20Board%20
of%20Directors%20and%20Senior%20Management%20
Personnel.pdf. All directors and the members of the senior
management of the Company have affirmed compliance
with the said Code for the FY 2024-25. The Certificate from
the Chairman & Managing Director affirming compliance
with the said Code by all the directors and the members of
senior management of the Company, to whom the Code
is applicable, is attached to the Corporate Governance
Report, which is forming part of this 82^nd Annual Report.

26. Annual Return:

Pursuant to the provisions of Section 92(3) read with
Section 134(3)(a) of the Act, the draft annual return of
the Company as on March 31, 2025, is available on the
website of the Company and can be accessed at: https://
epapercdn.sandesh.com/investors/Draft%20Annual%20
Return%20 2024-25%20(1).pdf

27. Litigation:

There was no material litigation outstanding as on March
31, 2025, and the details of pending litigation, including
tax matters, are disclosed in the Financial Statements.

28. Particulars of Loans, Guarantees and Investments
under Section 186 of the Companies Act, 2013:

The particulars of loans and the investments under
the provisions of Section 186 of the Act and Schedule
V of the Listing Regulations are given separately in the
Financial Statements of the Company, which may be
read in conjunction with this 82^nd Annual Report. During
FY 2024-25, the Company has not taken any loans from
the Directors and/or their relatives.

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

All contracts, arrangements, or transactions entered by
the Company with related parties were on an arm''s length
basis and were in the ordinary course of business, and
were placed before the Audit Committee and also before
the Board for their review and approval. As there were
no material related party transactions entered into by the
Company with the related parties during the FY 2024-25,
the requirement of disclosing the details of the related
party transactions under Section 134(3)(h) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014, in
Form AOC-2 does not apply to the Company. There were
no materially significant related party transactions that
could have a potential conflict with the interests of the
Company at large.

All transactions with related parties are placed before the
Audit Committee for its review and approval. If any Director
is interested in any transaction with related parties, such
Director shall not be present during discussions and shall

abstain from voting on the concerned matter. In line with
the provisions of the Act and the Listing Regulations, the
Company has formulated a Related Party Transactions
Policy for determining the materiality of Related Party
Transactions and also the manner of dealing with Related
Party Transactions. The Related Party Transactions Policy is
uploaded on the Company''s website and can be accessed
at: https://epapercdn.sandesh.com/investors/v.%20
RPT%20Policy.pdf. The Company has maintained a
register under Section 189 of the Act, and particulars of
Related Party Transactions are entered into the Register
whenever applicable. The Members may refer to Note No.
39 of the Standalone Financial Statement, which sets out
related party disclosures pursuant to Ind AS. Pursuant to
Regulation 23(9) of the Listing Regulations, the Company
has filed the reports on the related party transactions with
the Stock Exchanges within the statutory timelines.

30. Secretarial Standards:

The Company has followed the applicable Secretarial
Standards, with respect to the Meetings of the Board of
Directors (SS-1) and the General Meetings (SS-2) issued by
the Institute of Company Secretaries of India and notified
by the Ministry of Corporate Affairs, during the FY 2024¬
25.

31. Listing Fees:

The Company confirms that it has made payment of
annual listing fees for the FY 2024-25 to BSE and NSE.

32. Other Statutory Disclosures:

A. Deposits from the public:

The Company has not accepted any deposits
covered under Chapter V of the Act, and as such,
no amount on account of principal or interest on
deposits was outstanding as on the date of the
Financial Statements. The Company did not accept
any deposits during FY 2024-25.

B. Disclosure of Share Capital and Shares with
differential rights, sweat equity shares, etc.:

The Authorized Share Capital of the Company
is ?15,00,00,000/- (Rupees Fifteen Crore Only)
comprising 1,50,00,000 Equity Shares of face value
of ? 10/- (Rupees Ten) each. The Paid-up Equity Share
Capital of the Company as on March 31, 2025, was
? 7,56,94,210/- (Rupees Seven Crore Fifty-Six Lakhs
Ninety Four Thousand Two Hundred and Ten Only)
comprising 75,69,421 Equity Shares of face value of
? 10/- (Rupees Ten) each.

During FY 2024-25, the Company has not issued
shares with or without differential voting rights as
to dividends, voting, or otherwise.

The Company has not issued any shares, including
sweat equity shares, to any of the employees of
the Company under any Employee Stock Options
Scheme or any other scheme during FY 2024-25.

The Company does not have any scheme of provision
of money, or the Company does not provide any
loan or financial arrangement to its employees, for
the purchase of its own shares, and accordingly, no
disclosure is required under Section 67(3) of the Act
read with Rule 16(4) of the Companies (Share Capital
and Debentures) Rules, 2014.

During the year under review, there were no
transactions or events with respect to the issue of
instruments convertible into equity shares and buy¬
back of shares, hence no disclosure is required to be
made in this Report. Further, the equity shares of the
Company were not suspended from trading during
the year under review.

C. Receipt of Remuneration or Commission by
Managing Director(s)/Whole-time Director
from the subsidiary Company:

No remuneration or commission was paid to the
Managing Director(s) or Whole-time Director from
the subsidiary Company for the FY 2024-25, and
accordingly, no disclosure is required as to the
receipt of the remuneration or commission by the
Managing Director(s) or Whole-time Director from
the subsidiary Company.

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

During the FY 2024-25, the Unpaid/Unclaimed
Dividend for the Financial Year 2016-17 amounting
to ? 3,84,870/- (Rupees Three Lakhs Eighty Four
Thousand Eight Hundred Seventy Only), and 1600
Equity Shares having Face Value of '' 10/- each were
transferred to the Investor Education and Protection
Fund in compliance with the provisions of Section
124 and Section 125 of the Act read with the
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer, and Refund) Rules, 2016,
as amended. Kindly refer to the relevant section of
the Corporate Governance Report, which forms part
of this 82^nd Annual Report, for further details.

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

During the FY 2024-25, the regulators, courts,
or tribunals did not pass any significant or
material orders that would impact the Company''s
going concern status and future operations of
the Company.

F. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013:

The Company has in place a Policy for the prevention
of Sexual Harassment at the workplace in line with

the requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013. All the employees of
the Company are covered under the said policy.
The Internal Complaints Committee has been
set up to redress complaints received regarding
sexual harassment.

Details pertaining to complaints of Sexual
Harassment are mentioned below:

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

Kindly refer to the relevant section of the Corporate
Governance Report, which forms part of this
82^nd Annual Report, for the summary of sexual
harassment complaints received and disposed of
during the FY 2024-25.

G. Disclosure under the Maternity Benefit Act,
1961:

Since no event occurred during the FY 2024-25 that
would attract the provisions of the Maternity Benefit
Act, 1961, the said Act was not applicable for the
period under reporting.

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

No application has been made under the
Insolvency and Bankruptcy Code, and accordingly,
the requirement to disclose the details of an
application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 during
FY 2024-25, along with their status as at the end
of the FY, is not applicable. Further, there was no
instance of a one-time settlement with any Bank or
Financial Institution.

I. Difference between amounts of valuation:

The requirement to disclose the details of the
difference between the amount of the valuation
done at the time of one-time settlement and the
valuation done while taking a loan from the banks or
financial institutions, along with the reasons thereof,
is not applicable for the FY 2024-25.

J. Frauds:

During FY 2024-25, neither the Statutory Auditors
nor the Secretarial Auditors have reported to the
Audit Committee or the Board of Directors, under
the provisions of Section 143(12) of the Act, any
instances of fraud committed against the Company
by its officers or employees, the details of which
need to be mentioned in the Board''s Report.

33. Acknowledgment:

The Directors place on record their sincere appreciation
for the valuable contribution and dedicated services of
all the employees of the Company. The Directors express
their sincere thanks to the esteemed readers, hawkers,
advertisers, viewers, and customers of the Company for
their continued patronage. The Directors also immensely
thank all the shareholders, bankers, investors, agents,
business associates, service providers, vendors, and all

other stakeholders for their continued and consistent
support to the Company during FY 2024-25.

For and on behalf of the Board,

Falgunbhai C. Patel

Place: Ahmedabad Chairman & Managing Director

Date: August 5, 2025 (DIN: 00050174)

Encl.: Annexure A to Annexure E

---

Mar 31, 2024

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

1. Financial Highlights:

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

(? in Lakhs)
Particulars	Standalone		Consolidated
1	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	32,018.84	33,921.72	32,208.83	34,075.94
Other Income	16,552.37	4,246.59	16,577.96	4,266.92
Total Revenue	48,571.21	38,168.31	48,786.79	38,342.86
Operating Expenditure other than Depreciation and Financial Cost	23,820.19	24,365.87	24,032.51	24,582.07
EBIDTA	24,751.02	13,802.44	24,754.28	13,760.79
EBIDTA Margin	50.96%	36.16%	50.74%	35.89%
Finance Cost	25.67	14.96	25.67	14.96
Depreciation & Amortization Expenses	650.16	571.57	662.75	587.70
Total Expenditure	24,496.02	24,952.40	24,720.93	25,184.73
Exceptional Item	12.63	195.76	12.63	195.76
Profit Before Tax	24,087.82	13,411.67	24,078.49	13,353.89
Provision for Current Tax, Deferred Tax & Other Tax Expenses	5218.63	3209.73	5219.92	3212.55
Profit After Tax	18,869.19	10,201.94	18,858.57	10,141.34
PAT Margin	38.85%	26.73%	38.66%	26.45%
Dividend as % of Paid-up share Capital	50%	50%	N.A	N.A.
Previous year figures have been regrouped/re-arranged wherever considered necessary.

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

a. Standalone performance:

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

b. Consolidated performance:

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

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

The Audited Standalone and Consolidated Financial Statements for the FY ended March 31, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 2015 ("Listing Regulations") and the applicable provisions of the Companies Act, 2013 ("the Act").

3. Material changes affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company that occurred between the end of the FY of the Company to which the Financial Statements relate and the date of this Report. For detailed analysis, kindly refer to the Management Discussion and Analysis Report, as stipulated under the Listing Regulations, as amended from time to time, forming part of the Annual Report. Further, there have been no material events during the FY that require disclosure in this report.

4. Dividend:

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

The interim dividend declared was in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the Listing Regulations, is available on the website of the Company and can be accessed at https://epapercdn. sandesh.com/investors/ii.%20Dividend%20Distribution%20 Policy.pdf.

5. Consolidated Financial Statement:

In accordance with the provisions of the Act and the Listing Regulations read with Ind AS 110-Consolidated Financial Statements, the consolidated audited financial statement forms part of this Annual Report.

6. Transfer to Reserves:

The Board of Directors of the Company does not propose to transfer any amount to the Reserves for the year under review.

7. Change in the nature of the business:

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

8. Directors'' Responsibility Statement:

Pursuant to sections 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief and according to the information and explanations received from the Company, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed to the extent applicable to the Company and there are no material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for that period;

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

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

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

9. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors:

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

A. Board Meetings:

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

B. Change in Directors and Key Managerial Personnel:

i. Appointment, Cessation, and Change in

Designation of the Directors:

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Shri Parthiv F. Patel (DIN: 00050211), retires by rotation and being eligible, offers himself for re-appointment at the 81^st Annual General Meeting ("AGM") of the Company. The Board of Directors, based on the recommendation of the

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

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

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

Pursuant to the provisions of Regulation 36(3) of the Listing Regulations and the applicable Secretarial Standards on the General Meetings,

the requisite details of Mr. Parthiv F. Patel, Mr. Sanjay Kumar Tandon, and Dr. Gauri Trivedi are furnished in the Notice convening 81^st AGM.

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

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

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

ii. Appointment and Cessation of the Key Managerial Personnel:

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

Company. Mr. Vinay Mishra is a fellow member of the Institute of Company Secretaries of India and holds a Master''s Degree in Commerce with over ten years of experience in varied fields such as governance, compliance, and investor relations.

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at their meeting held on November 08, 2023, approved the appointment of Mr. Hardik Patel (ACS 55828) as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company effective from November 08, 2023 in place of Mr. Vinay Kumar Mishra, Company Secretary and Compliance Officer of the Company, who has tendered his resignation from the post of

Company Secretary and Compliance Officer of the Company with effect from August 19, 2023. The Board placed on record its sincere appreciation for the contribution made by Mr. Vinay Kumar Mishra during his short tenure with the Company. Mr. Hardik Patel is an associate member of the Institute of Company Secretaries of India and holds a Bachelor''s Degree in Commerce. He has more than five years of experience in the domain of corporate secretarial work, compliance, and investor relations.

Except as mentioned above, during the year under review, none of the Key Managerial Personnel has tendered resignation and no person was appointed as a Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are as under:
Mr. Falgunbhai C. Patel	Chairman and Managing Director
Mr. Parthiv F. Patel	Managing Director
Mr. Sanjay Kumar Tandon	Whole-time Director & Chief Financial Officer
Mr. Hardik Patel	Company Secretary
C. Independent Directors: The provisions of Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations provide the definition of an Independent Director. The following are the details of the Independent Directors of the Company:
Sr. No. Name of the Director	DIN	Designation
a. Shri Mukeshbhai Patel*	00053892	Independent and Non-executive Director
b. Shri Sandeepbhai Singhi*	01211070	Independent and Non-executive Director
c. Shri Sudhirbhai Nanavati*	00050236	Independent and Non-executive Director
d. Dr. Gauri Trivedi	06502788	Independent and Non-executive Director
e. Shri Bijal Hemant Chhatrapati#	02249401	Independent and Non-executive Director
f. Shri Keyur Dhanvantlal Gandhi#	02448144	Independent and Non-executive Director
g. Shri Sudhin Bhagwandas Choksey#	00036085	Independent and Non-executive Director
* Ceased to Independent Director of the Company with effect from March 31,2024. # Appointed as an Independent Director of the Company with effect from April 01,2024.

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

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

D. Familiarization Program for Independent Directors:

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

E. Disqualification of the Directors:

Further, none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, or any other statutory authority. Pursuant to the provisions of Listing Regulations, the Company has received a certificate to that effect, issued by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, and the same forms the part of Corporate Governance Report.

F. Details of remuneration to directors:

The information relating to remuneration and other details as required under the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure A annexed with this Report.

G. Board Committees:

The Company has constituted the following Committees of the Board of Directors of the Company:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee;

5. Risk Management Committee; and

6. Executive Committee.

The Corporate Governance Report contains the details of the composition of each of the above Committees, their respective roles and responsibilities.

H. Nomination and Remuneration Policy:

In terms of sections 178(3) and 178(4) of the Act and Regulation 19(4) read with Part D of Schedule II of

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

I. Annual Performance Evaluation by the Board: Pursuant to the provisions of the Act read with Rules made thereunder and as provided in Schedule IV to the Act and applicable regulations of the Listing Regulations, the Board has made an annual evaluation of the performance of the Board, its Committees, Directors, and of the Independent Directors individually and the findings were thereafter shared with all the Board Members as well as the Chairman of the Company. Further, in terms of the provisions of Regulation 17(10) of the Listing Regulations, the Board has carried out an evaluation of the performance of the Independent Directors without the presence of the Director being evaluated and an evaluation of the fulfillment of the independence criteria as specified in the Act and the Listing Regulations and their independence from the Management. The Independent Directors have also evaluated the performance of the Chairman, Executive Directors, the Board, and other Non-Independent Directors. The Directors express their satisfaction with the evaluation process. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report, which is forming part of this Report.

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

None of the Non-executive Directors of the Company had any pecuniary relationships or transactions with the Company during the Financial Year under review which may have potential conflict with the interests of the Company at large.

10. Subsidiary Companies, joint ventures, and associate

companies:

The Company has one unlisted wholly-owned subsidiary

i.e. Sandesh Digital Private Limited, as on March 31, 2024.

During the year under review, SDPL has recorded revenue from operation of ? 211.10 Lakhs as compared to ? 171.52 Lakhs in the previous Financial Year; whereas, total loss before tax was ? 9.33 Lakhs as compared to ? 57.78 Lakhs in previous Financial Year. Further, SDPL''s loss after tax was ? 10.62 as compared to ? 60.49 Lakhs in the previous Financial Year.

11. Corporate Governance:

A Report on Corporate Governance along with a certificate confirming compliance with the conditions of Corporate Governance, issued by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, forms a part of this Annual Report.

12. Audit Committee and its Recommendations:

The Audit Committee has been constituted in accordance with the provisions of the Act and rules made thereunder and also in compliance with the provisions of Listing Regulations. The details pertaining to the composition of the Audit Committee are provided in the Corporate Governance Report. During the Financial Year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

13. Auditors and Audit Reports: a) Statutory Auditors:

M/s. S G D G & Associates LLP (Firm Registration No. W100188 LLPIN: AAI-3248) Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company for a term of five (5) consecutive years, at the 75^th AGM held on September 28, 2018, to hold the office up to the conclusion of 80^th AGM. Accordingly, M/s. S G D G & Associates LLP, Chartered Accountants, completed its term at the conclusion of the 80^th AGM.

The Shareholders of the Company approved the appointment of M/s. Manubhai & Shah LLP, (Firm Registration No. 106041W/W100136, LLPIN: AAG-0878), Chartered Accountants, Ahmedabad, as Statutory Auditors of the Company, in place of retiring Auditors M/s. S G D G & Associates LLP (Firm Registration No. W100188 LLPIN: AAI-3248), Chartered Accountants, Ahmedabad to hold office for a period of five (05) years from the conclusion of the 80^th AGM till the conclusion of the 85^th AGM.

M/s. Manubhai & Shah LLP, have consented to their appointment as Statutory Auditors and have confirmed that their appointment is in accordance with the provisions of section 139 read with section 141 of the Act.

The Members may note that the requirement to place the matter relating to the appointment of auditors

There are no joint ventures or associate companies within the meaning of Section 2(6) of the Act.

There has been no material change in the nature of the business of the Subsidiary Company and further, pursuant to the provisions of section 129(3) of the Act, read with applicable rules of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company''s Subsidiary in Form AOC-1 is attached to the Consolidated Financial Statements of the Company which forms a part of this Annual Report, which may be read in tandem with this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated Financial Statements along with relevant documents and separate audited Financial Statements in respect of Subsidiary Company are available on the website of the Company. All these documents will be made available for inspection, electronically up to the date of the ensuing AGM, upon receipt of a request from any Member of the Company interested in obtaining the same.

The Company has prepared Consolidated Financial Statements of the Company and of its subsidiary viz. Sandesh Digital Private Limited in the form and manner as that of its own, duly audited by its statutory auditors in compliance with the applicable accounting standards and the Listing Regulations. The Consolidated Financial Statements for the Financial Year 2023-24 form a part of the Annual Report and said Financial Statements of the subsidiary shall be laid before the Members of the Company at the ensuing Annual General Meeting while laying its Financial Statements under Section 129(2) of the Act.

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

The Company has formulated a policy for determining Material Subsidiaries; however, the Company does not have any material subsidiary in the immediately preceding Financial Year. The Policy is available on the website of the Company and can be accessed at https://epapercdn.sandesh. com/investors/ix.%20Policv%20for%20determining%20 Material%20Subsidiary.pdf. The performance and business highlights of the Subsidiary Company of the Company during the Financial Year 2023-24 are as mentioned hereunder:

Sandesh Digital Private Limited:

Sandesh Digital Private Limited ("SDPL"), a wholly-owned subsidiary company of the Company, is engaged in the business of aggregating and providing news, videos, and advertisements on multiple digital platforms.

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

b) Auditors'' Report:

The Auditors'' Report given by M/s. Manubhai & Shah LLP on the Standalone and Consolidated Financial Statements of the Company for the Financial Year 202324 forms part of the Annual Report. The notes of the Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditors'' Report for the Financial Year 2023-24 does not contain any qualification, reservation, disclaimer, or adverse remarks. During the Financial Year 2023-24, the Auditors had not reported any matter under section 143(12) of the Act, therefore, no detail is required to be disclosed under section 134(3) (ca) of the Act. Further, the Auditors of the Company have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review. The Directors have reviewed the Auditor''s Report.

c) Internal Auditors:

The Company has appointed BDO India Limited Liability Partnership (LLPIN: AAB-7880) as the Internal Auditors of the Company in the Board Meeting held on November 14, 2022. The Audit Committee has approved the terms of reference and also the scope of work of the Internal Auditors. The scope of work of the Internal Auditors includes monitoring and evaluating the efficiency and adequacy of the internal control systems. Internal Auditors present their audit observations and recommendations along with the action plan of corrective actions to the Audit Committee of the Board.

d) Secretarial Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to the provisions of Section 204 of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Secretarial Compliance Report pursuant to the provisions of Regulation 24A of the Listing Regulations for the Financial Year ended on March 31,2024, issued by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad are annexed as Annexure B and Annexure C, respectively, and form an integral part of this Report. The Secretarial Audit Report and Secretarial Compliance Report for the Financial Year 2023-24 do not contain any qualification, reservation, disclaimer, or adverse remarks. During the year, the Secretarial Auditors had not reported any matter under section 143(12) of the Act, therefore no

detail is required to be disclosed under section 134(3) (ca) of the Act.

e) Secretarial Auditor:

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

14. Cost Records:

The Company is not required to comply with the requirements of maintaining the cost records specified by the Central Government under provisions of Section 148(1) of the Act; therefore, no such records are made or maintained by the Company. Accordingly, the provisions pertaining to the audit of the cost records are also not applicable during the Financial Year under review.

15. Human resource initiatives and industrial relations:

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

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

The details required under section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, pertaining to energy conservation, technology absorption, and foreign exchange earnings and outgo, are provided in Annexure D, which is an integral part of this Report.

17. Management Discussion and Analysis Report & Cautionary Statement:

A detailed chapter on ''Management Discussion and Analysis'' pursuant to Regulation 34 of Listing Regulations forms part of this Annual Report. The statements in this Annual Report, especially those with respect to Management Discussion and Analysis, describing the objectives of the Company, expectations, estimates, and projections, may constitute ''forward-looking statements'' within the meaning

of applicable law. Actual results might differ, though the expectations, estimates, and projections are based on reasonable assumptions. The details and information used in the said Report have been taken from publicly available sources. Any discrepancies in the details or information are incidental and unintentional. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of date. The discussion and analysis as provided in the said Report should be read in conjunction with the Company''s Financial Statements included herein and the notes thereto.

18. Corporate Social Responsibility ("CSR"):

The Company has constituted a Corporate Social Responsibility Committee pursuant to the applicable provisions of the Act. The Committee is constituted to manage and overview the Corporate Social Responsibility programs and projects of the Company. The Corporate Social Responsibility Policy as approved and amended from time to time by the Board is available on the website of the Company and can be accessed at: https://epapercdn. sandesh.com/investors/xiii.%20CSR%20Policy.pdf. The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure E and forms an integral part of this Report.

19. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, and the amendments thereof, the Company has formulated and amended from time to time, a"Code of Conduct for Prevention of Insider Trading" and "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" for regulating, monitoring and reporting of trading in shares of the Company by the Promoters, Designated Persons, Key Managerial Personnel, Directors, Employees, Connected Persons and Insiders of the Company. The said codes are in accordance with the said Regulations and are also available on the website of the Company. The Company has also adopted the Policy for the determination of Legitimate Purposes as a part of "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" and "Policy for inquiry in case of leak or suspected leak of Unpublished Price Sensitive Information".

20. Borrowing:

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

21. Credit Rating:

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

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

22. Insurance:

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

23. Risk Management:

Pursuant to Regulation 21 of the Listing Regulations, the Company has constituted the Risk Management Committee to frame, implement, and monitor the risk management plan of the Company. The composition of the Committee is more particularly described in the Corporate Governance Report which forms a part of this Annual Report. The Board of Directors of the Company has framed and adopted a Risk Management Policy of the Company. The Risk Management Policy of the Company is uploaded on the website of the Company and can be accessed at https://epapercdn. sandesh.com/investors/i.%20Risk%20Management%20 Policy.pdf. The Company has identified various risks and also has mitigation plans for each risk identified and it has a comprehensive Risk Management system which ensures that all risks are timely defined and mitigated in accordance with the Risk Management Policy. Further details on the risk management activities including the implementation of risk management policy, key risks identified, and their mitigations are covered in the Management Discussion and Analysis section, which forms part of the Annual Report.

24. Internal Financial Control system and its adequacy:

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

and for maintaining accountability of assets. The internal audit and the management review supplement the process implementation of effective internal control. The Audit Committee of the Board deals with accounting matters, financial reporting, and internal controls and regularly interacts with the Statutory Auditors, Internal Auditors, and the management in dealing with matters within its terms of reference. No reportable material weakness in the design or implementation was observed during the financial year under review.

25. Vigil Mechanism and Whistle Blower Policy:

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

26. Code of Conduct:

The Company has laid down a Code of Conduct for all Board Members and the Members of the Senior Management of the Company. The said Code is also placed on the website of the Company and can be accessed at: https://epapercdn. sandesh.com/investors/vi.%20Code%20of%20Conduct%20 of%20Board%20of%20Directors%20and%20Senior%20 Management%20Personnel.pdf. All directors and the members of the senior management of the Company have affirmed compliance with the said Code for the Financial Year under review. The Certificate from the Chairman & Managing Director affirming compliance with the said Code by all the directors and the members of senior management of the Company, to whom the Code is applicable, is attached to the Corporate Governance Report.

27. Extract of Annual Return:

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

28. Litigation:

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

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

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

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

All contracts/arrangements/transactions entered by the Company with related parties were on an arm''s length basis and were in the ordinary course of business and were placed before the Audit Committee and also before the Board for their review and approval. As there were no material related party transactions entered into by the Company with the related parties during the Financial Year under review, the requirement of disclosing the details of the related party transactions under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable to the Company. There were no materially significant related party transactions that could have potential conflict with the interests of the Company at large.

In line with the provisions of the Act and Listing Regulations, the Company has formulated a Related Party Transactions Policy for determining the materiality of Related Party Transactions and also the manner for dealing with Related Party Transactions. The Related Party Transactions Policy is uploaded on the Company''s website and can be accessed at https://epapercdn.sandesh.com/investors/v.%20RPT%20 Policy.pdf. The Company has maintained a register under section 189 of the Act and particulars of Related Party Transactions are entered in the Register, whenever applicable. The Members may refer to Note 39 of the Standalone Financial Statement which sets out related party disclosures pursuant to Ind AS. Pursuant to Regulation 23(9) of the Listing Regulations, the Company has filed the reports on the related party transactions with the Stock Exchanges within the statutory timelines.

31. Secretarial Standards:

The Company has followed the applicable Secretarial Standards, with respect to the Meetings of the Board of Directors (SS-1) and the General Meetings (SS-2) issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, during the year under review.

32. Listing Fees:

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

33. Other Statutory Disclosures:

A. Deposits from the public:

The Company has not accepted any deposits covered under Chapter V of the Act and as such, no amount on account of principal or interest on deposits was outstanding as on the date of the Financial Statements.

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

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

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

The Company has not issued any shares including sweat equity shares to any of the employees of the Company under any Employee Stock Options Scheme or any other scheme during the Financial Year under review.

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

No remuneration or commission was paid to the Managing Director(s) or Whole Time Director from the subsidiary of the Company for the Financial Year under review. Hence, no disclosure is required as to the receipt of the remuneration or commission by the Managing Director(s) or Whole Time Director from the subsidiary of the Company.

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

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

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

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

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

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

The Company does not have any scheme of provision of money or the Company does not provide any loan or financial arrangement to its employees, for the purchase of its own shares. Accordingly, no disclosure is required under section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014.

H. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place a Policy for the prevention of Sexual Harassment at the workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees of the Company are covered under the said policy. The Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. For the summary of sexual harassment complaints received and disposed of during the year under review, kindly refer to the relevant section of the Corporate Governance Report. The Company has not received any such complaint during the Financial Year under review.

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

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

J. Difference between amounts of valuation:

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

K. Frauds:

During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, under the provisions of section 143(12) of the Act, any instances of fraud committed against the Company by its officers or

employees, the details of which would need to be mentioned in the report of the Board.

34. Acknowledgment:

The Directors place on record their sincere appreciation for the valuable contribution and dedicated services by all the employees of the Company. The Directors express their sincere thanks to the esteemed readers, viewers and customers of the Company for their continued patronage. The Directors also immensely thank all the shareholders, bankers, investors, agents, business associates, service providers, vendors and all other stakeholders for their continued and consistent support to the Company during the Financial Year.

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Mar 31, 2023

The Board of Directors have pleasure in presenting the 80^th Annual Report and the Audited Standalone and Consolidated Financial Statements for the Financial Year (F.Y.) ended March 31,2023. Consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. FINANCIAL HIGHLIGHTS:

The Company''s financial performance (standalone and consolidated) for the Financial Year ended March 31,2023 is summarized below:

('' in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Revenue from Operations	33,921.72	30,697.37	34,075.94	30,883.87
Other Income	4,246.59	4,586.70	4,266.92	4,604.30
Total Revenue	38,168.31	35,284.07	38,342.86	35,488.17
Expenditure	24,365.87	23,073.05	24,582.07	23,240.09
EBIDTA	13,802.44	12,211.02	13,760.79	12,248.08
EBIDTA Margin	36.16%	34.61%	35.89%	34.51%
Finance Cost	14.96	20.02	14.96	20.02
Depreciation & Amortization	571.57	638.19	587.70	642.52
Total Expenditure	24,952.40	23,731.26	25,184.73	23,902.63
Exceptional Item	195.76	230.19	195.76	230.19
Profit Before Tax	13,411.67	11,783.00	13,353.89	11,815.73
Provision for Current Tax, Deferred Tax & Other Tax	3,209.73	2,826.98	3,212.55	2,833.21
Expenses
Profit After Tax	10,201.94	8,956.02	10,141.34	8,982.52
PAT Margin	26.73%	25.38%	26.45%	25.31%
Dividend as % of Paid -up share Capital	50%	50%	N.A.	N.A.

2. REVIEW OF OPERATIONS AND THE STATE OF THE COMPANY''S AFFAIRS:

On Consolidated basis, the Revenue from Operations was '' 34,075.94 Lakhs for the year under review as compared to '' 30,883.87 Lakhs in the previous Financial Year; whereas, the profit before tax has been '' 13,353.89 Lakhs as compared to '' 11,815.73 Lakhs during the previous Financial Year. The Company''s profit after tax for the year under review was '' 10,141.34 Lakhs as compared to '' 8,982.52 Lakhs in the previous year.

During the year under review, on Standalone basis, the revenue from operations has been '' 33,921.72 Lakhs as compared to '' 30,697.37 Lakhs during the previous Financial Year; whereas, the profit before tax has been '' 13,411.67 Lakhs as compared to ''11,783.00 Lakhs during the previous Financial Year. The Company''s profit after tax for the year under review was '' 10,201.94 Lakhs as compared to '' 8,956.02 Lakhs in the previous Financial Year.

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting

Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Companies Act, 2013 ("the Act").

3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relates to and date of this Report. For detailed analysis, kindly refer the Management Discussion and Analysis Report, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), forming part of the Annual Report.

4. DIVIDEND:

The Directors, in their meeting held on February 14, 2023, declared an interim dividend at the rate of 50% i.e. '' 5/- per Equity Share of Face Value of '' 10/- each, during the Financial Year ended March 31, 2023. The interim dividend payment had an outflow of '' 378.47 Lakhs. The Directors did not recommend

a final dividend for F.Y. 2022-23. The interim dividend declared was in accordance with the Dividend Distribution Policy. The said policy is available on the website of the Company and can be accessed at https://epapercdn.sandesh.com/investors/ ii.%20Dividend%20Distribution%20Policy.pdf.

5. TRANSFER TO RESERVES:

The Board of Directors of the Company does not propose to transfer any amount to the Reserves for the year under review.

6. CHANGE IN THE NATURE OF THE BUSINESS:

During the Financial Year 2022-23, there was no change in the nature of business of the Company.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to sections 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, states that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed to the extent applicable to the Company and there are no material departures;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for that period;

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

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

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

8. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS:

a) Board Meetings:

The Board of Directors of the Company met four times during the Financial Year 2022-23. The particulars of the Board Meetings held and attendance of each Director

are detailed in the relevant section of the Corporate Governance Report annexed with this Report.

b) Appointment & Re-appointment of Directors:

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mrs. Pannaben F. Patel (DIN: 00050222), retires by rotation and being eligible, offers herself for re-appointment at the 80^th Annual General Meeting (AGM'') of the Company. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended her re-appointment. A resolution seeking approval of the Members for re-appointment of Mrs. Pannaben F. Patel forms part of the Notice of the 80^th AGM.

Pursuant to the provisions of Regulation 36(3) of the Listing Regulations and the applicable Secretarial Standards on the General Meetings, the requisite details of Mrs. Pannaben F. Patel are furnished in the Explanatory Statement to the Notice of the 80^th AGM.

c) Independent Directors:

The provisions of Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations provide definition of Independent Director. The following are the Independent Directors of the Company:

a)	Mr. Mukeshbhai Patel	(DIN 00053892)	Independent and Non-executive Director
b)	Mr. Sandeepbhai (DIN 01211070) Singhi		Independent and Non-executive Director
c)	Mr. Sudhirbhai Nanavati	(DIN 00050236)	Independent and Non-executive Director
d)	Dr. Gauri Trivedi	(DIN 06502788)	Independent and Non-executive Director

The Company has received necessary declaration from all Independent Directors of the Company under the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, that they meet the criteria of independence as laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder read with applicable provisions of the Listing Regulations, and they are independent of the management and also possess requisite qualifications, experience, and expertise and hold highest standards of integrity. The Corporate Governance Report which is forming part of the Annual Report contains the disclosure regarding the skills,

expertise, competence and proficiency possessed by the Directors. Further, there has been no change in the circumstances affecting their status as Independent Directors of the Company. The Board has taken on record the declarations of the Independent Directors, after undertaking due assessment of the veracity of the same. The Independent Non-Executive Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

d) Familiarization Program for Independent Directors:

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

e) Resignation, Cessation and Changes in Key Managerial Personnel:

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at their meeting held on 26^th May, 2023, approved the appointment of Mr. Vinay Kumar Mishra (FCS 11464) as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company effective from 27^th May, 2023 in place of Mr. Dhaval Pandya, Company Secretary and Compliance Officer of the Company, who retired on 26^th May, 2023 after a distinguished career of fourteen years with the Company. The Board placed on record its sincere appreciation for the contribution made by Mr. Dhaval Pandya during his tenure with the Company. Mr. Vinay Mishra is a fellow member of the Institute of Company Secretaries of India and holds a Master Degree in Commerce with over ten years of experience in varied fields such as governance, compliance, investor relations.

Except as mentioned a bove, during the yea r under review, none of the Directors or Key Managerial Personnel has tendered resignation and no person was appointed as a Director or Key Managerial Personnel of the Company.

Further, none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of Company by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any such other statutory authority.

Pursuant to the provisions of Listing Regulations, the Company has received a certificate to that effect, issued by Jignesh A. Maniar & Associates, Practicing Company Secretaries and the same forms the part of Corporate Governance Report.

f) Details of remuneration to directors:

The information relating to remuneration and other details as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure A annexed with this Report.

g) Board Committees:

The Company has constituted the following Committees of the Board of Directors of the Company:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee;

5. Executive Committee; and

6. Risk Management Committee.

The Corporate Governance Report contains the details of the composition of each of the above Committees, their respective roles and responsibilities.

h) Nomination and Remuneration Policy:

In terms of the of Sections 178(3) and 178(4) of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations, the Directors of the Company have, on recommendation of the Nomination and Remuneration Committee, framed and adopted the Nomination and Remuneration Policy for appointment and remuneration of directors, key managerial personnel and senior management. The said Policy includes criteria for determining qualifications, positive attributes and independence of a director. The Nomination and Remuneration Policy relating to the remuneration of directors, key managerial personnel, senior management and other employees is framed with the objective of attracting, retaining and motivating the talent. The salient features of the policy are provided in the Corporate Governance Report. The said policy is also available on the website of the Company and can be accessed at https://epapercdn.sandesh.com/investors/xv.%20 Nomination%20and%20Remuneration%20Policy.pdf.

i) Annual Performance evaluation by the Board:

Pursuant to the provisions of the Act read with Rules made thereunder and as provided in Schedule IV to the Act and applicable regulations of the Listing Regulations, the Board has made an annual evaluation of the performance of the Board, its Committees, Directors

and of the Independent Directors individually and the findings were thereafter shared with all the Board Members as well as the Chairman of the Company. Further, in terms of the provisions of Regulation 17(10) of the Listing Regulations, the Board has carried out an evaluation of the performance of the Independent Directors without the presence of the Director being evaluated and evaluation of the fulfillment of the independence criteria as specified in the Act and the Listing Regulations and their independence from the Management. The Independent Directors have also evaluated the performance of the Chairman, Executive Directors, the Board and other Non-Independent Directors. The Directors express their satisfaction with the evaluation process. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report, which is forming part of this Report.

j) Pecuniary relationships or transactions of Nonexecutive Directors with the Company:

None of the Non-executive Directors of the Company had any pecuniary relationships or transactions with the Company during the Financial Year under review which may have potential conflict with the interests of the Company at large.

k) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are as under:

Mr. Falgunbhai C. Patel	Chairman and Managing Director
Mr. Parthiv F. Patel	Managing Director
Mr. Sanjay Kumar Tandon	Whole-time Director & Chief Financial Officer
Mr. Dhaval Pandya	Company Secretary

9. SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one unlisted wholly-owned subsidiary as on March 31, 2023. There were no joint venture and associate companies during the Financial Year under review.

There has been no material change in the nature of the business of the Subsidiary Company and further, pursuant to the provisions of section 129(3) of the Act, read with applicable rules of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s Subsidiary in Form AOC-1 is attached to the Consolidated Financial Statements of the Company which forms a part of this Annual Report, which may be read in tandem with this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company including Consolidated

Financial Statements along with relevant documents and separate audited accounts in respect of Subsidiary Company are available on the website of the Company. All these documents will be made available for inspection, electronically up to the date of ensuing AGM, upon receipt of a request from any Member of the Company interested in obtaining the same. The Company has prepared Consolidated Financial Statements of the Company and of its subsidiary viz. Sandesh Digital Private Limited in the form and manner as that of its own, duly audited by its statutory auditors in compliance with the applicable accounting standards and the Listing Regulations. The Consolidated Financial Statements for the Financial Year 2022-23 form a part of the Annual Report and Accounts and shall be laid before the Members of the Company at the ensuing Annual General Meeting while laying its Financial Statements under Section 129(2) of the Act.

The Company has formulated a policy for determining Material Subsidiaries; however, the Company does not have any material subsidiary in the immediately preceding Financial Year. The Policy is available on the website of the Company and can be accessed at https://epapercdn.sandesh.com/investors/ix.%20 Policy%20for%20determining%20Material%20Subsidiary.pdf. The performance and business highlights of the Subsidiary Company of the Company during the Financial Year 2022-23 are as mentioned hereunder:

Sandesh Digital Private Limited:

Sandesh Digital Private Limited ("SDPL" for short), wholly owned subsidiary company of the Company, is engaged in the business of aggregating and providing news, videos and advertisements on multiple digital platforms.

During the year under review, SDPL has recorded revenue from operation of '' 171.52 Lakhs as compared to '' 208.06 Lakhs in previous Financial Year; whereas, total profit before tax was '' (57.78) Lakhs as compared to '' 32.73 Lakhs in previous Financial Year. Further, SDPL''s Profit after tax was '' (60.49) Lakhs as compared to '' 26.50 Lakhs in previous Financial Year.

10. CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a certificate confirming compliance with the conditions of Corporate Governance, issued by Jignesh A. Maniar & Associates, Practicing Company Secretaries, forms a part of this Annual Report.

11. AUDIT COMMITTEE AND ITS RECOMMENDATIONS:

The Audit Committee has been constituted in accordance with the provisions of the Act, Rules made thereunder and also in compliance with the provisions of Listing Regulations. The details pertaining to composition of Committee are provided in the Corporate Governance Report. During the Financial Year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

12. AUDITORS AND AUDIT REPORTS:

a) Statutory Auditors:

S G D G Associates & LLP (Firm Registration No. W100188 LLPIN: AAI-3248) Chartered Accountants, were appointed as Statutory Auditors of the Company for a term of five (5) consecutive years, at 75^th AGM held on September 28, 2018 to hold the office up to the conclusion of 80^th AGM.

S G D G Associates & LLP, Chartered Accountants, will complete their present term on conclusion of ensuing Annual General Meeting. The Board of Directors has, based on the recommendation of the Audit Committee, at its meeting held on May 26, 2023, proposed the appointment of Manubhai & Shah LLP (Firm Registration No. 106041W/W100136 LLPIN: AAG-0878), Chartered Accountants, as the Statutory Auditors of the Company for a term of five (5) consecutive years, to hold the office from the conclusion of 80^th AGM till the conclusion of 85^th AGM. Manubhai & Shah LLP, have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with the provisions of section 139 read with section 141 of the Act. The proposal of their appointment is included in the Notice of 80^th AGM.

b) Auditors'' Report:

The Auditors'' Report given by S G D G Associates & LLP on the Financial Statements of the Company for the Financial Year 2022-23 forms part of the Annual Report. The notes of the Financial Statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditors'' Report for the Financial Year 2022-23 does not contain any qualification, reservation or adverse remarks. During the Financial Year 2022-23, the Auditors had not reported any matter under section 143(12) of the Act, therefore, no detail is required to be disclosed under section 134(3)(ca) of the Act. Further, the Auditors of the Company have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review. The Directors have reviewed the Auditor''s Report.

c) Internal Auditors:

PGMS and Associates has resigned as Internal Auditors of the Company with effect from November 14, 2022 due to pre-occupation. The Company has appointed BDO India Limited Liability Partnership (LLPIN: AAB-7880) as the Internal Auditors of the Company in the Board Meeting held on November 14, 2022. The Audit Committee has approved the terms of reference and also the scope of work of the Internal Auditors. The scope of work of the Internal Auditors includes monitoring and evaluating the efficiency and adequacy of the internal control systems. Internal Auditors present their audit observations and recommendations along with the action plan of corrective actions to the Audit Committee.

d) Secretarial Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to the provisions of Section 204 of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Secretarial Compliance Report pursuant to the provisions of Regulation 24A of the Listing Regulations for the Financial Year ended on March 31, 2023, issued by Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad are annexed as Annexure B and Annexure C, respectively, and forms an integral part of this Report. The Secretarial Audit Report and Secretarial Compliance Report for the Financial Year 2022-23 do not contain any qualification, reservation or adverse remarks. During the year, the Secretarial Auditors had not reported any matter under section 143(12) of the Act, therefore no detail is required to be disclosed under section 134(3)(ca) of the Act.

e) Secretarial Auditor:

In terms of section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors had appointed Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad, (CP No.: 6996), to conduct Secretarial Audit of the Company for the Financial Year 2022-23.

13. COST RECORDS:

Pursuant to section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to make and maintain the cost records for the services as specified by the Central Government under sub-section (1) of section 148 of the Act. However, for the Financial Year 2022-23, the provisions relating to audit of the Cost Records is not applicable to the Company. Accordingly, the Company has been making and maintaining the Cost Records in compliance with the applicable provisions of the Act and the rules made thereunder.

14. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:

The Company treats its employees as most valuable assets as it knows that without good employees the best of the business plans and ideas will fail. In today''s dynamic and continuously changing business world, it is the human assets and not the fixed or tangible assets that differentiate an organization from its competitors. Improving employee efficiency and performance has always been the top most priority for the Company. The Company also aims to align human resource practices with its business goals. The performance management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. The total number of employees on the rolls of the Company was 454 on March 31, 2023.

operations of the Company for the Financial Year under review. Adequate internal financial controls with respect to financial statements are in place. The Company has documented policies and guidelines for this purpose. Its Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets. The internal audit and the management review supplement the process implementation of effective internal control. The Audit Committee of the Board deals with accounting matters, financial reporting and internal controls and regularly interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. No reportable material weakness in the design or implementation was observed during the financial year under review.

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

Pursuant to the provisions of Act and Listing Regulations, the Board has approved and established a Vigil Mechanism and Whistle Blower Policy for the Directors and employees of the Company to report their genuine concerns and its details are explained in the Corporate Governance Report. The Company''s Vigil Mechanism and Whistle Blower Policy entitle its Directors and employees to also report the instances of leak or suspected leak of Unpublished Price Sensitive Information. The aforesaid Policy is also available on the website of the Company and can be accessed at: https://epapercdn. sandesh.com/investors/vii.%20Vigil%20Mechanism%20&%20 Whistle%20Blower%20Policy.pdf.

25 CODE OF CONDUCT:

The Directors have laid down the Code of Conduct for all Board Members and the Members of the Senior Management of the Company. The said Code is also placed on the website of the Company and can be accessed at: https://epapercdn. sandesh.com/investors/vi.%20Code%20of%20Conduct%20 of%20Board%20of%20Directors%20and%20Senior%20 Management%20Personnel.pdf. All Board Members and the Members of the Senior Management of the Company have affirmed compliance with the said Code for the Financial Year under review. The Certificate from the Chairman & Managing Director affirming compliance of the said Code by all the Board Members and the Members of Senior Management of the Company, to whom the Code is applicable, is attached to the Corporate Governance Report.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Act, the annual return of the Company as on March 31, 2023 is available on the website of the Company and can be accessed at: https://epapercdn.sandesh.com/investors/Draft%20 Annual%20Return%20 2022-23.pdf

27. LITIGATION:

There was no material litigation outstanding as on March 31, 2023 and the details of pending litigation including tax matters are disclosed in the Financial Statements.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

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

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) IN THE PRESCRIBED FORM:

All contract / arrangement / transactions entered by the Company with related party were on an arm''s length basis and were in the ordinary course of business and were placed before the Audit Committee and also before the Board for their review and approval. As there were no material related party transactions entered into by the Company with the related parties during the Financial Year under review, the requirement of disclosing the details of the related party transactions under Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable to the Company. There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

In line with the provisions of the Act and Listing Regulations, the Company has formulated a Related Party Transactions Policy for determining materiality of Related Party Transactions and also the manner for dealing with Related Party Transactions. The Related Party Transactions Policy is uploaded on the Company''s website and can be accessed at https://epapercdn.sandesh.com/investors/v.%20RPT%20 Policy.pdf. The Company has maintained a register under section 189 of the Act and particulars of Related Party Transactions are entered in the Register, whenever applicable. Members may refer to Note 40 of the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS.

30. LISTING FEES:

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

j) Difference between amounts of valuation:

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

k) Frauds:

During the financial year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee, under the provisions of section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the report of the Board.

32. SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India during the year under review.

33. ACKNOWLEDGMENT:

The Directors place on record their sincere appreciation for the valuable contribution and dedicated services by all the employees of the Company. The Directors express their sincere thanks to the esteemed readers, viewers and customers of the Company for their continued patronage. The Directors also immensely thank all the shareholders, bankers, investors, agents, business associates, service providers, vendors and all other stakeholders for their continued and consistent support to the Company during the Financial Year.

Date : May 26, 2023 Place : Ahmedabad

Encl.: Annexure A to Annexure E

For and on behalf of the Board of Directors,

FALGUNBHAI C. PATEL

Chairman & Managing Director (DIN: 00050174)

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Mar 31, 2018

BOARD''S REPORT

To the Members, The Sandesh Limited

The Directors have pleasure in presenting the 75th Annual Report and the Audited Financial Statement for the Financial Year (F.Y.) ended March 31,2018. Consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. Financial Highlights:			(Rs In Lacs)
1 Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17,
Revenue from Operations	37480.07	35386.67	37732.88	35576.63
Other Income	1377.44	1349.10	1383.15	1349.97
Total Revenue	38857.51	36735.77	39116.03	36926.60
Expenditure	25699.58	24822.69	25810.91	24929.10
EBIDTA	13157.93	11913.08	13305.12	11997.50
EBIDTA Margin	33.86%	32.43%	34.01%	32.60%
Finance Cost	40.25	100.65	40.31	101.16
Depreciation & Amortisation	850.50	774.30	850.50	774.30
Total Expenditure	26590.33	25697.64	26701.72	25804.56
Exceptional Item	29.71	41.07	29.71	41.07
Profit Before Tax	12296.89	11079.20	12647.13*	11296.41*
Provision for Current Tax, Deferred Tax & OtherTax Expenses	4324.78	3990.23	4362.95	4015.90
Profit AfterTax	7972.11	7088.97	8284.18	7280.51
PAT Margin	20.52%	1 9.30%	21.17%	19.71%
Dividend as % of Paid -up share Capital	50%	50%	NA	NA

*/f is calculated after adding Share of Profit of Associate of Rs. 203.11 lacs in the F.Y.2017-18& Rs.l 33.30 Lacs in the F.Y. 2016-17

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

During the year under review on Standalone basis, the income from operations has increased by 5.92% from Rs 35386.67 Lacs in F.Y. 2016-17 as compared to Rs 37480.07 Lacs in F.Y. 2017-18. This was primarily due to increase in revenue from Advertisements.

The Company has prepared the Financial Statements in Accordance with the Companies (Indian Accounting Standards) Rules, 2015 (Ind-AS) notified under section 133 of the Companies Act, 2013 ("the Act").

3. Material changes affecting the financial position of the Company:

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. Management''s Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended form time to time ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

4. Interim Dividend & transfer to Reserve:

The Directors, in their meeting held on February 12,2018, declared an Interim Dividend at the rate of 50% i.e. Rs 5/- per Equity Share of Face Value of Rs10/- each, during the Financial Year ended March 31,2018. In previous Financial Year, the dividend was declared at the rate of 50% i.e. Rs 5/- per equity share of Face Value of Rs 10/-each. The interim dividend payment had an outflow of Rs 455.52 Lacs including Dividend Distribution Tax. The Directors did not recommend a final dividend for F.Y. 2017-18 and further recommended the resolution for confirmation of interim Dividend declared and paid at the rate of 50% i.e. Rs 5I- per Equity Share of Face Value of Rs10/-each during the F.Y. 2017-18, be placed before the members for their approval in the ensuing Annual General Meeting (AGM).

5. Directors''Responsibility Statement:

The Company''s Directors make the following statement pursuant to Section 134(3)(c) and 134(5) of the Act, which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed to the extent applicable to the Company and there are no material departures;

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

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

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

e) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

6. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors:

a) Board meetings:

The Board of Directors of the Company met four times during the Financial Year 2017-18. For the details of the Board meeting kindly refer the relevant section of the Corporate Governance Report.

b) Appointment & Re-appointment:

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mrs. Pannaben F. Patel (DIN 00050222) retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting of the Company.

The Directors recommend the resolution relating to the re-appointment of Mrs. Pannaben F. Patel (who is liable to retire by rotation), as Director of the Company. Pursuant to the provisions of Regulation 26(4) & 36(3) of Listing Regulations and SS-2 Secretarial Standards on General Meetings, the requisite details of Mrs. Pannaben F. Patel are furnished in the Explanatory Statement to the Notice of the AGM.

c) Independent Directors:

The provisions of Section 149(6) of the Act and Regulation 16(1)(b) of Listing Regulations provides for the definition of Independent Director. The following are the Independent Directors of the Company:

a) Mr. Mukeshbhai Patel (DIN 00053892)

b) Mr. SandeepbhaiSinghi (DIN 01211070)

c) Mr. Shreyasbhai Pandya (DIN 00050244)

d) Mr. Sudhirbhai Nanavati (DIN 00050236)

The Company has received necessary declaration from each Independent Director of the Company under the provisions of Section 149(7) of the Act, that they meet the criteria of independence as laid down in Section 149(6) of the Act and applicable provisions of Listing Regulations.

The term of the aforesaid Independent Directors expires on March 31, 2019. The Directors have recommended their re-appointment for second term of five years from April 1,2019 to March 31,2024 for the approval of the members of the Company by way of special resolution in the ensuing AGM. Pursuant to the provisions of Regulation 26(4) & 36(3) of Listing Regulations and Secretarial SS-2 Secretarial Standards on General Meetings, the requisite details of aforesaid Independent Directors are furnished in the Explanatory Statement to the Notice of the AGM. The Company has also received the notices in writing under Section 160 of the Act from the members of the Company proposing the candidatures of the aforesaid Independent Directors.

d) Familiarization Program for Independent Directors:

In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry. Details of familiarization programs extended to the Independent Directors are also disclosed on the Company website from time to time at: http://sandesh.com/ir/Details-of-familiarization-programmes.pdf.

e) Resignation, Cessations and Changes in Directors and Key Managerial Personnel:

None of the Directors and Key Managerial Personnel of the Company has resigned during the financial year under review. The members of the Company in the AGM held on September 22, 2017 re-appointed Mr. Parthiv F. Patel (DIN 00050211) as the Managing Director of the Company, with effect from August 1,2018 for the further period of the five years.

f) Details of remuneration to directors:

The information relating to remuneration of the Directors as required under the provisions of Section 197(12) of the Act, is given in Annexure A.

g) Board Committees:

The Company has constituted the following Committees of the Board of Directors:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee;

4. Nomination and Remuneration Committee; and

5. Executive Committee

The Corporate Governance Report contains the details of the composition of each of the above Committees, their respective role and responsibilities.

h) Nomination and Remuneration Policy:

In terms of the of Section 178(3) and 178(4) of the Act and Regulation 19(4) read with Part D of Schedule II of the Listing Regulations, the Directors of the Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for appointment and remuneration of directors, key managerial personnel and senior management. The salient features of the policy a re provided in the Corporate Governance Report. The said policy is also available on the website of the Company at: http://sandesh.com/ir/Nomination-Remuneration-Policv.pdf.

i) Annual Performance evaluation by the Board:

Pursuant to the provisions of the Act read with Rules made thereunder and as provided in Schedule IV to the Act and applicable regulations of Listing Regulations, the Nomination and Remuneration Committee has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Committees and the findings were shared individually with the Board Members as well as the Chairman of the Company. Further, the Board has carried out an annual performance evaluation of its Independent Directors and the Independent Directors have also evaluated the performance of the Chairman and other non-independent Directors. The Directors express their satisfaction with the evaluation process and the manner in which the evaluation was carried out has been explained in the Corporate Governance Report forming part of this Report.

j) Subsidiary Company, joint ventures and associate companies:

The Company has one wholly-owned subsidiary and one associate company as on March 31,2018. There are no joint venture companies during the Financial Year under review. There has been no material change in the nature of the business of the Subsidiary and the Associate Company. Pursuant to provisions of Section 129(3) of the Act, read with applicable rules of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company''s Subsidiary and Associate Company in Form AOC-1 is attached to the Board Report of the Company as Annexure-F.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company including consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiary company, are available on the website of the Company.

The Company Secretary will make these documents available for inspection at the Registered Office of the Company during working hours up to date of ensuing AGM, upon receipt of a request from any Member of the Company interested in obtaining the same.

The Company has framed a policy for determining material subsidiaries, which has been posted on the Company''s website at the following link: http://sandesh.com/ir/Policy Material-Subsidiary.pdf.

Highlights of performance of subsidiary and associate company and their contribution to the overall performance of the Company during the period under review:

The performance and business highlights of the subsidiary and associate company of the Company during the Financial Year 2017-18 are as mentioned hereunder:

Sandesh Digital Private Limited (''SDPL, Wholly-owned Subsidiary company):

SDPL is into the digital media business and recorded a total income of Rs 286.94 Lacs and EBIDTA Profit ofRs147.16 Lacs for the Financial Year under review. This subsidiary is engaged in providing and aggregating news, videos and advertisements on multiple digital platforms.

Applewoods Estate Private Limited (''AEPL'', Associate Company):

AEPLis into the real estate development business and recorded a total income of 13556.07 Lacs and EBIDTA Profit of Rs 946.89 Lacs for the Financial Year under review. Its core business is development of real estate projects and it is developing Applewoods Township situate at Ahmedabad which consists of residential apartments, villas, and commercial shops and offices.

7. Corporate Governance:

A Report on Corporate Governance along with a certificate regarding the compliance of conditions of corporate governance, issued by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, as stipulated under Schedule V of the Listing Regulations, forms a part of this Annual Report. The Company has been practicing the principles of good corporate governance.

8. Audit Committee and its Recommendations:

The Audit Committee has been constituted in accordance with the provisions of the Act and the Rules made thereunder and also in compliance with the provisions of Listing Regulations and more details on the Committee are provided in the Report on Corporate Governance. During the financial year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company. The Composition of the Audit Committee is as described in the Report on Corporate Governance.

9. Auditors and Audit Reports:

a) Statutory Auditors:

The Company''s statutory auditors M/s. Manubhai & Shah LLP (LLPIN: AAG-0878) (Formerly known as Manubhai & Shah) (Firm Registration No.106041W/W100136) Chartered Accountants, were appointed at 71st AGM held on 26th day of September, 2014 to hold the office up to the conclusion of the 75th AGM subject to ratification at every AGM.

As per the provisions of Section 139 of the Act, no listed Company can appoint or re-appoint an audit firm as auditor for more than two terms of five consecutive years. In view of the above, the Statutory Auditors, M/s. Manubhai &Shah LLP can continue as the Auditors of the Company only up to the conclusion of this AGM, having completed their term as per the provisions of Section 139 of the Act. The Board of Directors has, based on the recommendation of the Audit Committee, at its meeting held on May 28,2018, proposed the appointment of M/s. S G D G Associates & LLP (Firm Registration No. W100188 LLPIN: AAI-3248), Chartered Accountants as the Statutory Auditors of the Company fora period of 5 years, to hold office from the conclusion of 75th AGM till the conclusion of the 80th AGM. M/s. S G D G Associates & LLP, have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with provisions of Section 139 read with Section 141 of the Act. The proposal of their appointment is included in the Notice of AGM sent herewith. The Audit Committee and the Board of Directors recommend the appointment of M/s. S G D G Associates & LLP, Chartered Accountants, as the Statutory Auditors, at AGM and at such remuneration as may be mutually agreed between the Board of Directors of the Company and the Auditors.

b) Auditors''Report:

The notes of the financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditors'' Report for the Financial Year 2017-18 does not contain any qualification, reservation or adverse remarks. The Statutory Auditors, M/s. Manubhai & Shah LLP, have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review. Further, the Directors have reviewed the Auditor''s Report and the observations and comments, appearing in the report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

c) Secretarial Auditors & Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Act and applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit has been carried out by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad. The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2018 is annexed as Annexure B to this Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their report. The Board has reviewed the Secretarial Auditor''s Report and the observations and comments, appearing in the said Report are self-explanatory and do not call for any further explanation / clarification by the Board of Directors as provided under section 134 of the Act.

10. Human resource initiatives and industrial relations:

The Company treats its employees as most valuable assets as it knows that without good employees the best of the business plans and ideas will fail. In today''s dynamic and continuously changing business world, it is the human assets and not the fixed or tangible assets that differentiate an organization from its competitors. Improving employee efficiency and performance has always been the top most priority for the Company. The Company also aims to align human resource practices with its business goals. The performance management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. The total number of permanent employees on the rolls of the Company is 492 on March 31,2018.

11. Particulars of Employees:

The information required pursuant to the provisions of section 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure A to this Report.

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

The particulars as prescribed under section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure C to this report.

13. Management Discussion and Analysis Report & Cautionary Statement:

A detailed chapter on ''Management Discussion and Analysis'' pursuant to the Regulation 34 of Listing Regulations, is annexed and forms part of this Annual Report. The statements in this Annual Report, especially those with respect to Management Discussion and Analysis, describing the objectives of the Company, expectations, estimates and projections, may constitute''forward looking statements''within the meaning of applicable law. Actual results might differ though the expectations, estimates and projections are based on reasonable assumptions.The details and information used in the said report have been taken from publicly available sources. Any discrepancies in the details or information are incidental and unintentional. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of date. The discussion and analysis as provided in the said report should be read in conjunction with the Company''s financial statements included herein and the notes thereto.

14. Corporate Social Responsibility Initiatives:

The Company has constituted a Corporate Social Responsibility Committee.The Committee is constituted to manage and overview the Corporate Social Responsibility programs of the Company. The Corporate Social Responsibility Policy as approved by the Board is available at the website of the Company at the link: http://sandesh.com/ir/CSR-Policy.pdf.The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure D.

15. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has formulated a "Code of Conduct for Prevention of Insider Trading" and "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" for regulating, monitoring and reporting of trading in shares of the Company by the Promoters, Designated Persons, Key Managerial Personnel, Directors, Employees, Connected Persons and Insiders of the Company. The said codes are in accordance with the said Regulations and are also available on the website of the Company.

16. Borrowing:

The Company has been sanctioned limits oF Rs 18100 Lacs, from Financial Institutions/Banks, which is inclusive of cash credit and letter of credit. However, the Company uses the borrowed funds very judiciously and it generally uses its internal cash generations to invest in the business.

17. Credit Rating:

For the Financial Year 2017-18 under review, the credit rating agency "Credit Analysis and Research Limited" has granted rating of CARE AA (Double A) assigned to the long term bank facilities. Further, it has granted the CARE A1 (A one Plus) rating assigned to short term facilities.

18. Insurance:

All the significant properties and insurable interest of the Company, including buildings, plant and machineries and stocks are adequately insured.

19. Risk Management:

The Board of Directors of the Company has framed and adopted a policy on Risk Management of the Company. The Company has identified various risks and also has mitigation plans for each risk identified and it has a comprehensive Risk Management system which ensures that all risks are timely defined and mitigated in accordance with the Risk Management Policy. The Company is not required to statutorily constitute the Risk Management Committee.

20. Internal Control Systems and adequacy of Internal Financial Controls:

The Company has an adequate system of the internal controls to ensure that all its assets a re protected against loss from unauthorized use or disposition and further that those transactions are authorised, promptly recorded and reported correctly. The Company has implemented an effective framework for Internal Financial Controls in terms of the provisions stipulated under the explanation to section 134(5)(e) of the Act for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Board is of the opinion that the Company has an effective Internal Financial Controls which is commensurate with the size and scale of the business operations of the Company for the Financial Year under review. Adequate internal financial controls with respect to financial statements are in place.The Company has documented policies and guidelines for this purpose. Its Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The internal audit and the management review supplement the process implementation of effective internal control. The Audit Committee of the Board deals with accounting matters, financial reporting and internal controls and regularly interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. No reportable material weakness in the design or implementation was observed during the financial year under review.

21. Vigil Mechanism and Whistle Blower Policy:

The Board has approved and established a Vigil Mechanism and Whistle Blower Policy for the Directors and employees of the Company to report their genuine concerns and its details are explained in the Corporate Governance Report. The aforesaid policy is available on the website of the Company to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company''s Code of Conduct.

22. Code of Conduct:

The Directors have laid down the Code of Conduct for all Board Members and the members of the senior management of the Company. The said Code is also placed on the website of the Company. All Board Members and the members of the senior management of the Company have affirmed compliance with the said Code for the financial year under review. The Certificate from the Chairman & Managing Director affirming compliance of the said Code by all the Board Members and the members of senior management of the Company, to whom the Code is applicable, is attached to the Corporate Governance Report.

23. Extract of Annual Return:

Pursuant to the provisions of section 92(3) of the Act, the extract of the Annual Return (MGT-9) is annexed herewith as Annexure E as a part of this Report.

24. Litigation:

There was no material litigation outstanding as on March 31, 2018 and the details of pending litigation including tax matters are disclosed in the Financial Statements.

25. Particulars of Loans, Guarantees and Investments u/s 186 of the Companies Act:

The particulars of loans and guarantees given and the investments made under the provisions of section 186 of the Act are given separately in the Financial Statements of the Company read with the Notes to Accounts which may be read in conjunction with this Report.

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

All related party transactions that were entered into during the financial year were on an arm''s length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee and also the Board for review and approval.

In line with the provisions of the Act and Listing Regulations, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions and Related Party Transactions Policy is uploaded on the Company''s website and can be accessed at: http://sandesh.com/ir/RPT-Policv.pdf. During the Financial Year under review, there were no material related party transactions. The Register under section 189 of the Act is maintained and particulars of transactions are entered in the Register, wherever applicable. Further, suitable disclosure as required by the applicable Accounting Standards has been given in the Notes to the Financial Statements. As there were no materially significant related party transactions entered into by the Company with the related parties during the financial year under review, the details of the related party transactions as required under section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as prescribed in Form AOC-2 of the said Rules is not applicable to the Company.

27. Listing Fees:

The Company confirms that it has paid the annual listing fees for the Financial Year 2018-19 to BSE Limited and National Stock Exchange of India Limited.

28. Other Statutory Disclosures:

a) Public Deposits (Deposit from the public falling within the ambit of section 73 of the Act and the Rules made thereof):

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the financial statements.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise:

The Authorised Share Capital of the Company is Rs 15 Crore comprising of 1,50,00,000 equity shares ofRs10/- each. The paid up equity share capital of the Company as on March 31, 2018 was Rs 756.94 Lacs comprising of 75,69,421 equity shares of Rs 10/-each. During the Financial Year under review, the Company has not issued shares with or without differential voting rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme:

The Company has not issued any shares including sweat equity shares to any of the employees of the Company under any scheme during the Financial Year under review.

d) Neither the Managing Director(s) nor the Whole-time Director of the Company receive any remuneration or commission from its subsidiary:

No Remuneration or Commission was paid to the Managing Director(s) /Whole Time Director from the subsidiary of the Company for the Financial Year under review. Hence, there is no disclosure required as to the receipt of the remuneration or commission by the Managing Director(s)/Whole Time Directorfrom the subsidiary of the Company.

e) Transfer of Amounts to Investor Education and Protection Fund:

During the year Unpaid / Unclaimed Dividend for the Financial Year 2009-10 became due and was transferred to the Investor Education and Protection Fund. The unpaid /unclaimed dividend for the financial year 2010-11 will be due for transfer to the "Investor Education & Protection Fund"as required under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended. For further details kindly refer the relevant section of Corporate Governance Report.

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

During the year under review, there were no significant material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its future operations.

g) Disclosure under section 67(3) of the Companies Act, 2013:

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable during the period under review.

h) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA):

The Company has adopted a policy in accordance with the provisions of SHWWA and the Rules made thereunder, and all employees of the Company are covered under the said Policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. During the Financial Year under review, there were no complaints received on sexual harassment.

29. Acknowledgment:

The Directors place on record their sincere appreciation of all the employees of the Company for their valuable contribution and dedicated service. The Directors express their sincere thanks to the esteemed readers, viewers and customers of the Company for their continued patronage. The Directors also immensely thank all the shareholders, bankers, investors, agents, business associates, service providers, vendors and all other stakeholders for their continued and consistent support to the Company during the Financial Year.

	For and on behalf of the Board of Directors,
	Falgunbhai C. Patel
Date : May 28, 201 8	Chairman & Managing Director
Place : Ahmedabad	(DIN 000501 74)

ANNEXURE ATOTHE BOARD''S REPORT

REMUNERATION DETAILS

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

1. The ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio of each Director to the median remuneration of the employee
Mr. Falgunbhai C. Patel	182.16
Mr. ParthivF. Patel	176.16
Mr. Yogesh Jani	2.24

2. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2017-18:

Name of the Director, Chief Financial Officer and the Company Secretary	% increase in the remuneration in the financial year
Mr. Falgunbhai C. Patel (Director)	9.34%
Mr. Parthiv F. Patel (Director)	9.30%
Mr. Yogesh Jani (Director)	1 0.76%
Mr. Sanjay KumarTandon (Chief Financial Officer)	9.22%
Mr. Dhaval Pandya (Company Secretary)	25.05%

3. The percentage increase in the median remuneration of employees in the financial year: 12.02%

4. The number of permanent employees on the rolls of Company: 492 as on March 31,2018.

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Average increase in remuneration of employees excluding KMPs: 3.31% Average increase in remuneration of KMPs: 7.17%

Increase in salary of KMP is decided based on the Company''s performance, individual performance, inflation, prevailing industry trends and benchmarks.

6. Affirmation that the remuneration is as per the Remuneration Policy of the Company: It is confirmed that the remuneration is as per the Remuneration Policy of the Company.

	For and on behalf of the Board of Directors,
	Falgunbhai C. Patel
Date : May 28, 201 8	Chairman & Managing Director
Place : Ahmedabad	(DIN 000501 74)

ANNEXURE BTOTHE BOARD''S REPORT

Form No. MR-3 SECRETARIAL AUDIT REPORT

(For the Financial Year ended March 31,2018)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

THE SANDESH LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by THE SANDESH LIMITED (CIN:L22121GJ1943PLC000183) (hereinafter called''the Company''). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Company''s books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31,2018 (''Audit Period'') according to the provisions of:

i. The Companies Act, 2013 (the Act) and the Rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 (''SCRA'') and the Rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (''SEBI Act''):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (Not applicable as the Company has not issued any further share capital during the Audit Period);

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the Audit Period);

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable as the Company did not issue and listed any debt securities and any other such securities during the Audit Period);

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client (Not applicable as the Company is not registered as Registrar to an Issue and Share Transfer Agent during the year under review);

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Audit Period); and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 (Not applicable to the Company during the Audit Period);

vi. The following laws are applicable specifically to the Company and we report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, and according to the information and explanations provided by the management of the Company, the Company has complied with:

a) The Press & Registration of Books Act, 1867 and Rules made thereunder;

b) The Delivery of Books and Newspapers (Public Libraries) Act, 1954 and Rules made thereunder;

c) The Working Journalists and Other Newspaper Employees (Conditions of Service) and Miscellaneous Provisions Act, 1955 and Rules made thereunder;

d) Uplinking / downlinking policy / guidelines issued by Ministry of Information and Broadcasting; We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards with regard to Meeting of Board of Directors (SS-1), General Meetings (SS-2) and Dividend (SS-3) issued by The Institute of Company Secretaries of India.

ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

iii. The Listing Agreements entered into by the Company with the BSE Limited and National Stock Exchange of India Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Adequate notice is given to a II directors to schedule the Board Meetings, agenda and detailed notes on agenda were usually sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings of the Board are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the Audit Period there was no event/action having a major bearing on the Company''s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

	For, Jignesh A. Maniar & Associates
	Company Secretaries
	(C.P. No. : 6996)
	Jignesh A. Maniar
Date : May 28, 20 18	(F.C.S. No. : 3468)
Place : Ahmedabad	Proprietor

Note: This report is to be read with our letter of even date which is annexed as''Annexure-A''and forms an integral part of this report.

''ANNEXURE-A''

To

The Members,

THE SANDESH LIMITED

Our report of even date is to be read along with this letter.

1. The Management of the Company is responsible for maintenance of secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

2. Our responsibility is to express an opinion on these secretarial records and procedures followed by the Company with respect to secretarial Compliance.

3. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

4. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company.

5. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

6. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

7. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

	For, Jignesh A. Maniar & Associates
	Company Secretaries
	(C.P. No. : 6996)
	Jignesh A. Maniar
Date : May 28, 20 18	(F.C.S. No. : 3468)
Place : Ahmedabad	Proprietor

ANNEXURE C TO THE BOARD''S REPORT

Information pertaining to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as provided under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014:

A. CONSERVATION OF ENERGY

1) Steps taken or impact on conservation of energy: Though the operations of the Company are not energy intensive, efforts are made for conservation of energy on an on-going basis. The Company is not using DG set but uses alternate power lines if Mains fail.The Company has installed capacitor banks and filters for improvement in power factor. Other energy conservation measures taken during the financial year under review includes using of LED type illuminants in majority and highly efficient screw compressor. Further, the machineries are kept in power off mode during the non productive hours.

2) Steps taken for utilization of alternate sources of energy: The Company has already commenced use of LED lights to reduce energy consumption. Further, the Company has installed high efficiency lighting fixtures and old high power consumption light fittings have been replaced by low power consumption light fittings.

3) Capital Investment on energy conservation equipments: During the financial year under review the Company has invested Rs1.95 Lacs on purchase of Solar Street Lights for effective energy conservation.

B. TECHNOLOGY ABSORPTION
1) Efforts made towards technology absorption :	Not Applicable
2) Benefits derived :	Not Applicable
3) Details of technology imported in last three years :	Not Applicable
a. Details of technology imported :	Not Applicable
b. Year of import :	Not Applicable
c. Whether the technology been fully absorbed :	Not Applicable
d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof :	Not Applicable
4) Expenditure incurred on Research and Development :	Not Applicable

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Financial Year, the foreign exchange earnings were Rs 0.13 Lacs and foreign exchange outgo were Rs 3899.29 Lacs.

	For and on behalf of the Board of Directors,
	Falgunbhai C. Patel
Date : May 28, 20 18	Chairman & Managing Director
Place : Ahmedabad	(DIN 000501 74)

ANNEXURE D TO THE BOARD''S REPORT ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES

[Pursuant to Clause (o) of Sub-section (3) of Section 134 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014]

1. A brief outline of the company''s CSR policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR policy and projects or programs:

The Board of Directors (the ''Board'' for short) of the Company has adopted a CSR policy which lays down the guidelines and mechanism for undertaking various programs for the development of the Society. The Policy also indicates the activities to be undertaken by the Company within the broad framework of Schedule VII to the Act, as in force and as amended from time to time which includes promotion of education, providing preventive healthcare & sanitation, creating livelihoods for community, supporting the community in times of natural calamities, providing monetary support to the deserving students etc.

The CSR policy is available on the Company''s website at the following web-link: http://sandesh.com/ir/CSR-Policy.pdf

2. The Composition of the CSR Committee:

Name	Designation
1 Mr. Falgunbhai Patel	Chairman
2 Mrs. Pannaben Patel	Member
3 Mr. Mukeshbhai Patel	Member (Independent Director)
4 Mr. Shreyasbhai Pandya	Member (Independent Director)

3. Average net profit of the company for last three financial years: Rs 10484.27 Lacs

4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above):

The Company is required to spend Rs 209.69 Lacs towards CSR activities.

5. Details of CSR spent during the financial year:

a) Total amount to be spent for the financial year:Rs 209.69 Lacs

b) Amount unspent, if any:Rs 209.69 Lacs

c) Manner in which the amount spent during the financial year is detailed below: Not applicable

6. During the year, the Company has created a program and monitoring mechanism, which will ensure that CSR initiatives are sustainable and beneficial to the community in the long run. The Company has planned the pre-implementation activities for CSR program. Hence, an action and corresponding expenditures on CSR programs may start from the next financial year.

7. CSR Committee confirms that the implementation and monitoring of CSR Policy, is in compliance with CSR objectives and the Policy of the Company.

	Falgunbhai C. Patel	Parthiv F. Patel
Place : Ahmedabad	Chairman of CSR Committee	Managing Director
Date : May 28, 201 8	(DIN 000501 74)	(DIN 00050211)

ANNEXURE E TO THE BOARD''S REPORT

FORM NO. MGT-9

EXTRACT OF ANNUAL RETRUN AS ON THE FINANCIAL YEAR ENDED ON MARCH 31,2018

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :
	i)	CIN :	L22121GJ1943PLC000183
	ii)	Registration Date :	MARCH 11, 1943
	iii)	Name of the Company :	THE SANDESH LIMITED
	iv)	Category/Sub-Category of the Company :	Public Limited Company having Share Capital
	v)	Address of the Registered Office and : Contact details	THE SANDESH LIMITED "SANDESH BHAVAN", LAD SOCIETY ROAD, B/H. VASTRAPUR GAM, P.O. BODAKDEV, AHMEDABAD - 380054 (GUJARAT) Phone No.: 91-079-40004000 Email ID: csOsandesh.com, investorsarievanceOsandesh.com
			Website: www.sandesh.com
	vi)	Whether listed Company :	Yes
	vii)	Name, Address and contact details of : Registrar and Transfer Agent, if any	MCS Share Transfer Agent Limited 201, Shatdal Complex, 2nd Floor, Ashram Road, Ahmedabad-380009 (Gujarat) Phone Nos.: 91 -079- 26580461, 26580462, 26580463 Fax No.: 91 -079- 26581 296 Email ID: mcsstaiarediffmail.com, mcsahmdiaamail.com, mcsstaahmdiaamail.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more the total turnover of the Company shall be stated:

SI. No.	Name and Description of main products/ Services	NIC code of the Products/ Services	% of total turnover of the Company
1	Sale of newspapers and other publications	58131	25.08%
2	Advertisement Revenue	73100	69.85%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

SI. No.	Name and Address of the Company	CIN/GLN	Holding/ Subsidiary/ Associate	%of Shares held	Applicable Section
1.	SANDESH DIGITAL PRIVATE LIMITED SANDESH BHAVAN, LAD SOCIETY ROAD BODAKDEV AHMEDABAD - 380054, GUJARAT	U22100GJ2015PTC083461	Wholly-own Subsidiary	1 00%	2(87)0)00
2.	APPLEWOODS ESTATE PRIVATE LIMITED BLOCK N0.16, ABHISHREE CORPORATE PARKOPP. SWAGAT BUNGALOWS BRTS STOP, ISCON-AMBLI ROAD AHMEDABAD -380058, GUJARAT	U45201 GJ2007PTC052343	Associate Company	21.45%	2(6)

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(I) Category-wise Share Holding

Category of Shareholders	No. of Shares held at the beginning of the year (01/04/2017)				No. of Shares held At the end of the year (31/03/2018)				% Change during the year
	Demat	Physical	Total	% of total Shares	Demat	Physical	Total	% of total Shares
(A) PROMOTERS
(1) INDIAN
(a) Individual/ HUF	1777400	0	1777400	23.48	1777400	0	1777400	23.48	0.00
(b) Central Government	0	0	0	0.00	0	0	0	0.00	0.00
(c) State Government(s)	0	0	0	0.00	0	0	0	0.00	0.00
(d) Bodies Corporate	3885617	0	3885617	51.33	3885617	0	3885617	51.33	0.00
(e) Banks /Financial Institutions	0	0	0	0.00	0	0	0	0.00	0.00
(f ) Any Other(specify)	0	0	0	0.00	0	0	0	0.00	0.00
SUB-TOTAL (A)(1)	5663017	0	5663017	74.81	5663017	0	5663017	74.81	0.00
(2) FOREIGN
(a) NRIs-lndividuals	0	0	0	0.00	0	0	0	0.00	0.00
(b) Other -Individuals	0	0	0	0.00	0	0	0	0.00	0.00
(c) Bodies Corporate	0	0	0	0.00	0	0	0	0.00	0.00
(d) Banks/Financial Institution	0	0	0	0.00	0	0	0	0.00	0.00
(e) Any Other (specify)	0	0	0	0.00	0	0	0	0.00	0.00
SUB-TOTAL (A)(2)	0	0	0	0.00	0	0	0	0.00	0.00
TOTAL SHAREHOLDING OF PROMOTER (A)=(A)(1) (A)(2)	5663017	0	5663017	74.81	5663017	0	5663017	74.81	0.00
(B) PUBLIC SHAREHOLDING
(1) INSTITUTIONS
(a) Mutual Funds	289	500	789	0.01	1524	0	1524	0.02	0.01
(b) Banks/Financial Institutions	358	0	358	0.00	55	0	55	0.00	0.00
(c) Central Government	0	0	0	0.00	0	0	0	0.00	0.00
(d) State Government(s)	0	0	0	0.00	0	0	0	0.00	0.00
(e) Venture Capital Funds	0	0	0	0.00	0	0	0	0.00	0.00
(f) Insurance Companies	0	0	0	0.00	0	0	0	0.00	0.00
(g) Foreign Institutional Investors	0	0	0	0.00	922	0	922	0.01	0.01
(h) Foreign Venture Capital Investors	0	0	0	0.00	0	0	0	0.00	0.00
(i) Any Other (specify)	0	0	0	0.00	0	0	0	0.00	0.00
SUB-TOTAL (B)(1)	647	500	1147	0.01	2501	0	2501	0.03	0.02
(2) NON-INSTITUTIONS
(a) Bodies Corporate
i) Indian	944872	13400	958272	12.65	937424	11800	949224	12.54	(0.11)
ii) Overseas	0	0	0	0.00	0	0	0	0.00	0.00
(b) Individuals -
i) Individual share-holders holding nominal share capital up to ?1 Lakh	522960	116052	639012	8.44	531069	66992	598061	7.90	(0.54)
ii) Individual share-holders holding nominal share capital in excess of ?1 Lakh	231295	11100	242395	3.20	222740	11100	233840	3.09	(0.11)
(c) Others (specify)
i) Hindu Undivided Family	43493	0	43493	0.57	43688	0	43688	0.58	0.01
ii) Non-Resident Individual	18985	3100	22085	0.29	29669	0	29669	0.39	0.10
iii) Investor Education Protection Fund	0	0	0	0.00	43121	0	43121	0.57	0.57
iv) Unclaimed Suspense Account	0	0	0	0.00	6300	0	6300	0.08	0.08
SUB-TOTAL (B)(2)	1761605	143652	1905257	25.15	1814011	89892	1903903	25.15	0.00
TOTAL PUBLIC SHAREHOLDING (B)=(B)(1) (B)(2)	1762252	144152	1906404	25.19	1816512	89892	1906404	25.19	0.00
(C) Shares held by Custodians for GDRs &ADRs	0	0	0	0.00	0	0	0	0.00	0.00
GRAND TOTAL (A) (B) (C)	7425269	144152	7569421	100.00	7479529	89892	7569421	100.00	N.A.

(II) Shareholding of promoters

SI. .No.	Shareholder''s Name	No. of Shares held at the beginning of the year (01. 04.201 7)			No. of Shares held At the end of the year (31.03.2018)			% Change in shareholding during the year
|		No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total shares	No. of Shares	% of total Shares of the Company	% of Shares Pledged/ encumbered to total shares
1.	Satyesh Prochem LLP	3165929	41.83	NIL	3165929	41.83	NIL	0.00
2.	Parthiv Falgunbhai Patel	995400	13.15	NIL	995400	13.15	NIL	0.00
3.	Scabious Enterprise LLP	420831	5.56	NIL	420831	5.56	NIL	0.00
4.	Falgunbhai Chimanbhai Patel	386350	5.10	NIL	340850	4.50	NIL	(0.06)
5.	Saintfoin Enterprise LLP	298857	3.95	NIL	298857	3.95	NIL	0.00
6.	Falgunbhai Chimanbhai Patel (HUF)	185300	2.45	NIL	185300	2.45	NIL	0.00
7.	Ritaben Chimanbhai Patel	10350	0.14	NIL	10350	0.14	NIL	0.00
8.	Pannaben Falgunbhai Patel	200000	2.64	NIL	245500	3.24	NIL	0.06
	TOTAL	5663017	74.81	NIL	5663017	74.81	NIL	0.00

(Ill) Change in Promoters''Shareholding

SI. No.	Name of Shareholder	Shareholding at the beginning of the year		Date wise increase/decrease in shareholding during the year specifying the reasons for increase/decrease				Cumulative shareholding during the year |
		No. of Shares	% of total Shares of the Company	Date	Reason	No. of Shares	% of total Shares of the Company	No. of Shares	% of total Shares of the Company
1.	Falgunbhai Chimanbhai Patel	386350	5.10	01.04.2017	Beginning of the year			386350	5.10
				15.03.2018	Inter-se Transfer of shares amongst members of promoter group (Sell)	(45500)	(0.60)	340850	4.50
				31.03.2018	At the end of the year			340850	4.50
2.	Pannaben Falgunbhai Patel	200000	2.64	01.04.2017	Beginning of the year			200000	2.64
				15.03.2018	Inter-se Transfer of shares amongst members of promoter group (Purchase)	45500	0.60	245500	3.24
				31.03.2018	At the end of the year			245500	3.24

(IV) Shareholding Pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

SI. No.	Name of Shareholders	Shareholding at the beginning of the year		Date wise increase/decrease in shareholding during the year specifying the reasons for i ncrease/decrease				Cumulative shareholding during the year
		No. of Shares	% of total Shares of the Company	Date	Reason	No. of Shares	% of total Shares of the Company	No. of Shares	% of total Shares of the Company
1.	ZORA TRADERS LIMITED	0	0	01.04.2017	Beginning of the year	0	0	0	0
				07.04.2017	Purchase	175000	2.31	175000	2.31
				14.04.2017	Purchase	167900	2.22	342900	4.53
				31.03.2018	At the end of the year	342900	4.53	342900	4.53
2.	ANWESHA STOCKTRADE PRIVATE LIMITED	193300	2.55	01.04.2017	Beginning of the year	193300	2.55	193300	2.55
					No Change during the year	0	N.A.	193300	2.55
				31.03.2018	At the end of the year	193300	2.55	193300	2.55

SI. No.	Name of Shareholders	Shareholding at the beginning of the year		Date wise increase/decrease in shareholding during the year specifying the reasons for i ncrease/decrease				Cumulative shareholding during the year
		No. of Shares	% of total Shares of the Company	Date	Reason	No. of Shares	% of total Shares of the Company	No. of Shares	% of total Shares of the Company
3.	REDWOOD HOLDING	156500	2.07	01.04.2017	Beginning of the year	156500	2.07	156500	2.07
	PRIVATE LIMITED				No Change during the year	0	N.A.	156500	2.07
				31.03.2018	At the end of the year	156500	2.07	156500	2.07
4.	SEETHA KUMARI	115297	1.52	01.04.2017	Beginning of the year	115297	1.52	115297	1.52
				08.09.2017	Purchase	5	0.00	115302	1.52
				15.09.2017	Purchase	455	0.00	115757	1.53
				24.11.2017	Purchase	2537	0.03	1 1 8294	1.56
				15.12.2017	Purchase	1937	0.03	120231	1.59
				31.03.2018	At the end of the year	120231	1.59	120231	1.59
5.	GOKULESHWAR REALTY PRIVATE LIMITED	71858	0.95	01.04.2017	Beginning of the year	71858	0.95	71858	0.95
					No Change during the year	0	N.A.	71858	0.95
				31.03.2018	At the end of the year	71858	0.95	71858	0.95
6.	MEGHDHANUSH ENTERPRISE LLP	60114	0.79	01.04.2017	Beginning of the year	60114	0.79	60114	0.79
					No Change during the year	0	N.A.	60114	0.79
				31.03.2018	At the end of the year	60114	0.79	60114	0.79
7.	DIPAKBHAI KARSANDAS MAKHECHA	40501	0.54	01.04.2017	Beginning of the year Purchase Purchase	40501	0.54	40501	0.54
				25.08.2017		38	0.00	40539	0.54
				01.09.2017		333	0.00	40872	0.54
				08.09.2017	Purchase	60	0.00	40932	0.54
				15.09.2017	Purchase	179	0.00	41111	0.54
				31.03.2018	At the end of the year	41111	0.54	41111	0.54
8.	HIRALSHAH	31043	0.41	01.04.2017	Beginning of the year	31043	0.41	31043	0.41
					No Change during the year	0	N.A.	31043	0.41
				31.03.2018	At the end of the year	31043	0.41	31043	0.41
9.	J.M. FINANCIAL SERVICES LIMITED	0	0	01.04.2017	Beginning of the year	0	0	0	0
				30.03.2018	Purchase	27912	0.37	27912	0.37
				31.03.2018	At the end of the year	27912	0.37	27912	0.37

SI. No.	Name of Shareholders	Shareholding at the beginning of the year		Date wise increase/decrease in shareholding during the year specifying the reasons for increase/decrease				Cumulative shareholding during the year
		No. of Shares	% of total Shares of the Company	Date	Reason	No. of Shares	% of total Shares of the Company	No. of Shares	% of total Shares of the Company
10.	MILAN D. MAKHECHA	18876	0.25	01.04.2017	Beginning	18876	0.25	18876	0.25
					of the year
				07.04.2017	Sold	100	0.00	18776	0.25
				14.04.2017	Purchase	100	0.00	18876	0.25
				12.05.2017	Purchase	100	0.00	18976	0.25
				26.05.2017	Purchase	100	0.00	19076	0.25
				16.06.2017	Purchase	100	0.00	19176	0.25
				07.07.2017	Purchase	50	0.00	19226	0.25
				04.08.2017	Purchase	200	0.00	19426	0.26
				22.12.2017	Sold	1533	0.02	17893	0.24
				05.01.2018	Sold	116	0.00	17777	0.23
				31.03.2018	At the end of the year	17777	0.23	Mill	0.23

The shares of the Company are traded on a daily basis and hence, the date-wise increase/decrease in shareholding is not indicated. Shareholding is provided on the basis of Benpos received on a weekly basis from Depositories.

(v) Shareholding of Directors and Key Managerial Personnel:

SI. No.	Name of Shareholder	Shareholding at the beginning of the year		Date wise increase/decrease in shareholding during the year specifying the reasons for increase/decrease				Cumulative shareholding during the year
		Hvio.of Shares	% of total Shares of the Company	Date	Reason	No. of Shares	% of total Shares of the Company	No. of Shares	% of total! Shares of the Company
1.	Sudhir Indravadan Nanavati (Director)	250	0.00	01.04.2017	Beginning of the year			250	0.00
					No Change	0	0.00	250	0.00
					during the
					year
				31.03.2018	At the end			250	0.00
					of the year
2.	Mukesh Mangalbhai Patel (Director)	250	0.00	01.04.2017	Beginning of the year			250	0.00
					No Change during the year	0	0.00	250	0.00
				31.03.2018	At the end of the year			250	0.003

SI. No.	Name of Shareholder	Shareholding at the beginning of the year		Date wise increase/decrease in shareholding during the year specifying the reasons for increase/decrease				Cumulative shareholding during the year
3.		No. of Shares	% of total Shares of the Company	Date	Reason	No. of Shares	% of total Shares of the Company	No. of Shares	% of total Shares of the Company
	Shreyas Vishnuprasad Pandya (Director)	0	0.00	01.04.2017	Beginning of the year			0	0.00
				_	No Change during the year	0	0.00	0	0.00
				31.03.2018	At the end of the year			0	0.00
4.	SandeepMohanraj Singhi (Director)	0	0.00	01.04.2017	Beginning of the year			0	0.00
					No Change during the year	0	0.00	0	0.00
				31.03.2018	At the end of the year			0	0.00
5.	Yogesh Chandulal Jani (Director)	438	0.00	01.04.2017	Beginning of the year			438	0.00
					No Change during the year	0	0.00	438	0.00
				31.03.2018	At the end of the year			438	0.00
6.	Sanjay KumarTandon, C.F.O. (KMP)	0	0.00	01.04.2017	Beginning of the year			0	0.00
					No Change during the year	0	0.00	0	0.00
				31.03.2018	At the end of the year			0	0.00
7.	Dhaval Pandya, Company Secretary (KMP)	0	0.00	01.04.2017	Beginning of the year			0	0.00
				_	No Change during the year	0	0.00	0	0.00
				31.03.2018	At the end of the year			0	0.00

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment (? In Lacs)
Indebtedness at the beginning of the Financial Year	Secured Loans excluding deposits	Unsecured Loans	Deposits	Total Indebtedness
i) Principal Amount	0.00	1 98.86	0.00	1 98.86
ii) Interest due but not paid	0.00	0.00	0.00	0.00
iii) Interest accrued but not due	0.00	0.00	0.00	0.00
TOTAL (i) (ii) (iii)	0.00	198.86	0.00	198.86
Change in Indebtedness during the Financial Year Addition	0.00	37.00	0.00	37.00
Reduction	0.00	198.77	0.00	198.77
NET CHANGE	0.00	(161.77)	0.00	(161.77)
Indebtedness at the end of the financial year
i) Principal Amount	0.00	37.09	0.00	37.09
ii) Interest due but not paid	0.00	0.23	0.00	0.23
iii) Interest accrued but not due	0.00	0.00	0.00	0.00
TOTAL (i) (ii) (iii)	0.00	37.32	0.00	37.32

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. No.	Particulars of Remuneration	Name of MD/Whole-Time-Director/ Manager Mr. Falgunbhai C. Patel Mr. Parthiv F. Patel Mr.Yogesh Jani (Chairman & Managing (Managing (Whole-Time-Director) Director) Director)			Total Amount
1.	Gross Salary
	(a) Salary as per provisions contained in section 17(1) of the Income-Tax Act, 1961	112.50	72.20	7.86	192.56
	(b) Value of perquisites u/s. 17(2) Income-Tax Act, 1961	1.34	0.40	0.00	1.74
	(c) Profits in lieu of salary under section 17(3) Income-Tax Act, 1961	0.00	0.00	0.00	0.00
2.	Stock Option	0.00	0.00	0.00	0.00
3.	Sweat Equity	0.00	0.00	0.00	0.00
4.	Commission
	As % of Profit	531.16	572.40	0.00	1103.56
	Others, specify	0.00	0.00	0.00	0.00
5.	Others, please specify	0.00	0.00	0.00	0.00
	TOTAL (A)	645.00	645.00	7.86	1297.86
	Ceiling as per the Act	1305.24

	Remuneration to other directors:						(Rs In Lacs)
Sr. No	Particulars of Remuneration	Name of Director Mrs. Pannaben Mr. Sudhir Mr. Mukesh Mr. ShreyasV. Mr. Sandeep F. Patel I.Nanavati M.Patel Pandya M.Singhi					Total Amount
1.	Independent Directors
	(a) Fee for attending Board Committee Meeting	N.A.	0.075	0.00	0.00	0.025	0.10
	(b) Commission	N.A.	0.00	0.00	0.00	0.00	0.00
	(c) Others, please specify	N.A.	0.00	0.00	0.00	0.00	0.00
	TOTAL (1)	N.A.	0.075	0.00	0.00	0.025	0.10
2.	Other Non-Executive Directors
	(a) Fee for attending Board Committee Meeting	0.00	N.A.	N.A.	N.A.	N.A.	0.00
	(b) Commission	0.00	N.A.	N.A.	N.A.	N.A.	0.00
	(c) Others, please specify	0.00	N.A.	N.A.	N.A.	N.A.	0.00
	TOTAL (2)	0.00	N.A.	N.A.	N.A.	N.A.	0.00
	TOTAL (B) = (1 2)	0.00	0.075	0.00	0.00	0.025	0.10
	Total Managerial Remuneration						1297.96
	Overall Ceiling as per the Act	1305.24

Remuneration to Key Managerial Personnel other than MD/Manager/WTD : (Rs In Lacs)
[Sr.	Particulars of Remuneration	Key Managerial Personnel Company Secretary CFO		Total Amount
1.	Gross Salary
	(a) Salary as per provisions contained in section 17(1) of the Income-Tax Act, 1961	12.41	24.95	37.36
	(b) Value of perquisites u/s. 17(2) Income-Tax Act, 1961	0.00	0.00	0.00
	(c) Profits in lieu of salary under section 1 7(3) Income-Tax Act, 1 961	0.00	0.00	0.00
2.	Stock Option	0.00	0.00	0.00
3.	Sweat Equity	0.00	0.00	0.00
4.	Commission	0.00	0.00	0.00
	As % of Profit	0.00	0.00	0.00
	Others, specify	0.00	0.00	0.00
5.	Others, please specify	0.00	0.00	0.00
	TOTAL	12.41	24.95	37.36

VII. PENALTIES / PUNISHMENT /COMPOUNDING OF OFFENCES: NONE

Type	1	Section of the Companies Act	Brief Description	Details of Penalty/Punishment/ Compounding fees imposed	Authority [RD/ NCLT/ COURT]	i Appeal made, if any (give details) j
A.	COMPANY
	Penalty		-----	-----	—	-----
	Punishment	—	—	—	-----	—
	Compounding		-----	-----	— -	-----
B.	DIRECTORS
	Penalty		-----	-----	— -	-----
	Punishment	—	—	—	-----	—
	Compounding		-----	-----	— -	-----
C.	OTHER OFFICERS IN DEFAULT
	Penalty	—	—	—	-----	—
	Punishment	—	—	—	-----	—
	Compounding		-----	-----	— -	-----

	For and on behalf of the Board of Directors
	Falgunbhai C. Patel
Date : May 28, 201 8	Chairman & Managing Director
Place : Ahmedabad	(DIN: 000501 74)

ANNEXURE F TO THE BOARD''S REPORT Form AOC-I

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014) Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs in Lacs)
1	SI. No.:	1
2	Name of the subsidiary:	SANDESH DIGITAL PRIVATE LIMITED
3	Reporting period for the subsidiary concerned, if different from the holding Company''s reporting period:	N.A.
4	Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.	N.A.
5	Share capital:	1.00
6	Reserves & surplus:	188.57
7	Total assets:	203.22
8	Total Liabilities:	13.65
9	Investments:	164.59
10	Turnover:	281.23
11	Profit before taxation:	147.16
12	Provision for taxation:	38.17
13	Profit after taxation:	1 08.99
14	Proposed Dividend:	-
15	Percentage of shareholding:	1 00%

Name of Associates		APPLEWOODS ESTATE PRIVATE LIMITED
1.	Latest audited Balance Sheet Date	31st March, 201 8
2.	Shares of Associate held by the company on the year end
	No.	Class A Equity Shares: 261789 Class B Equity Shares:189937
	Amount of Investment in Associates or Joint Venture (Rs in Lacs)	23262.52
	Extend of Holding (in percentage)	21 .45%
3.	Description of how there is significant influence	As the holding in associate is more than 20%, there exists significance influence
4.	Reason why the associate/joint venture is not consolidated	Not Applicable
5.	Net worth attributable to shareholding as per latest audited Balance Sheet (Rs in Lacs)	11283.78
6.	Profit or Loss for the year (Rs in Lacs)	946.89
i.	Considered in Consolidation (Rs in Lacs)	203.11
ii.	Not Considered in Consolidation (Rs in Lacs)	743.78

Notes:

1. There is/are no other subsidiary/ies or associate/s which is/are yet to commence operations.

2. There is/are no subsidiary/ries or associate/s which have been liquidated or sold during the year.

	For and on behalf of the Board of Directors,
	Falgunbhai Patel	Parthiv Patel
	(DIN: 000501 74)	(DIN: 00050211)
	Chairman & Managing Director	Managing Director
Place: Ahmedabad	Sanjay Kumar Tandon	Dhaval Pandya
Date : May 28, 201 8	Chief Financial Officer	Company Secretary

---

Mar 31, 2015

The Directors have pleasure in presenting the 72nd Annual Report and the Audited Financial Statement for the Financial Year ended March 31, 2015.

1. Financial Highlights: (Rs. In Lacs)

Particulars 2014-15 2013-14

Revenue from operations 34488.84 31318.22

Gross Profit of the Company before providing for 10321.86 8347.11

Less :

Depreciation 797.80 783.88

Taxation 2883.25 2242.35

Managing Directors' Remunerations 937.20 740.16

4618.25 3766.39

Net Profit 5703.61 4580.72

Add : Last year's carried forward balance 2329.52 2103.04

8033.13 6683.76

APPROPRIATION

Proposed Dividend 302.78 302.78

Taxation 61.63 51.46

Transfer to General Reserve 7000.00 4000.00

Balance carried forwarded to Balance Sheet 668.72 2329.52

8033.13 6683.76

DIVIDEND

40 % on 7569421 Equity Shares of Rs.10/- each 302.78 302.78 (Last year 40% on 7569421 Equity Shares of Rs.10/- each)

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

During the year under review, the income from operations has increased by 10.12% i.e. from Rs. 31318.22 Lacs to Rs. 34488.84 Lacs, as compared to the previous Financial Year. Circulation revenue increased by 14.41% i.e. Rs. 1114.11 Lacs during the year from Rs. 7730.73 Lacs to Rs. 8844.84 Lacs. Advertisement Revenue increased by 11.21% i.e. Rs. 2100.13 Lacs during the year from Rs.18735.10 Lacs to Rs. 20835.23 Lacs.

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. The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report.

3. Dividend & transfer to reserve:

Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per equity share of Rs.10/- each), for the Financial Year ended March 31, 2015 (In previous Financial Year dividend was declared @ 40% i.e. Rs. 4.00 per equity share of Rs. 10/- each). The proposed dividend payment would entail an outflow of Rs. 364.41 Lacs including Dividend Tax. Further, the Board has recommended a transfer of Rs. 7000.00 Lacs to the general reserve and an amount of Rs. 668.72 Lacs is retained as surplus in the Statement of Profit and Loss.

4. Transfer of Amounts to Investor Education and Protection Fund:

The Company had declared dividend for the Financial Year 2006-07 and amount became due was transferred to the Investor Education and Protection Fund. The unpaid/unclaimed dividend for the financial year 2007-2008 will be due for transfer to the "Investor Education & Protection Fund" established by the Central Government.

5. Directors' Responsibility Statement:

Your Company's Directors make the following statement pursuant to Section 134(3)(c) and in terms of sub-section (5) of Section 134 of the Companies Act, 2013 (the Act) which is to the best of their knowledge and belief and according to the information and explanations obtained by them:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed to the extent applicable to the Company and there are no material departures in the adoption of the applicable Accounting Standards;

(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 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 and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis; and

(e) The Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively

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

6. Board independence:

The provisions of section 149(6) of the Act and the clause 49 of the Listing Agreement with Stock Exchanges, provides the definition of 'independent director' and based on the confirmations received from the Independent Directors under the provisions of section 149(7) of the Act and on evaluation of the relationships disclosed, the following Non-Executive Directors are considered as Independent Directors:

a) Shri Mukeshbhai Patel (DIN 00053892)

b) Shri Sandeepbhai Singhi (DIN 01211070)

c) Shri Shreyasbhai Pandya (DIN 00050244)

d) Shri Sudhirbhai Nanavati (DIN 00050236)

7. Board Meetings, Board of Directors, Key Managerial Personnel & Committees of Directors:

a) Board meetings:

The Board of Directors of the Company met four (4) times during the Financial Year 2014-15 and the gap intervening between two (2) meetings of the Board of Directors is as prescribed in the applicable provisions of the Act. The Corporate Governance Report contains the details of the Board Meetings held during the Financial Year under review.

b) Appointment & Re-appointment

Smt. Pannaben F. Patel (DIN 00050222) retires by rotation and being eligible, offer herself for re-appointment at the ensuing Annual General Meeting of the Company.

Your Directors recommend that the resolutions relating to the appointment of Smt. Pannaben F. Patel (who is liable to retire by rotation), as Director and appointment of Shri Yogesh Jani as Whole Time Director, liable to retirement by rotation, be passed. Pursuant to the provisions of Clause 49 of the Listing Agreement, brief resumes of both the Directors are furnished along with the Explanatory Statement to the Notice to the Annual General Meeting of the Company.

Pursuant to the provisions of section 161(1) of the Act and the Articles of Association of the Company, the Board of Directors of your Company, based on the recommendation of the Nomination & Remuneration Committee, appointed Shri Yogesh Jani as an Additional Director (designated as Whole Time Director) of the Company effective August 11, 2015 and he shall hold office up to the date of the ensuing Annual General Meeting. Accordingly, his candidature for appointment as a Whole Time Director of the Company is included at Item No. 5 and Item No. 6 of the Notice to the Annual General Meeting. Shri Yogesh Jani is designated as the Key Managerial Personnel pursuant to the provisions of section 203 of the Act.

Pursuant to the provisions of sections 149, 150 and 152 of the Act, read with the Companies (Appointment and qualification of Directors) Rules, 2014 along with Schedule IV of the Act and the approval of the Members in 71st Annual General Meeting, the following Non-executive & Independent Directors can hold office for a term of five consecutive years on the Board of Directors of your Company:

1. Shri Mukeshbhai Patel (DIN 00053892)

2. Shri Sandeepbhai Singhi (DIN 01211070)

3. Shri Shreyasbhai Pandya (DIN 00050244)

4. Shri Sudhirbhai Nanavati (DIN 00050236)

The above Non-executive & Independent Directors shall not be liable to retire by rotation.

c) Declarations from Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under the provisions of section 149(7) of the Act, that they meet the criteria of independence as laid down in section 149(6) of the Act.

d) Familiarization Program

In terms of the provisions of clause 49 of the Listing Agreement with the Stock Exchanges, the Independent Directors have been familiarized on the Board of the Company by the functional heads of various departments of the Company which includes detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the entire industry. Details of familiarization programs extended to the Non-executive & Independent Directors are also disclosed on the Company website from time to time at http://www.sandesh.com/Footer/pdf/board_of_directord/ Familiarization%20Program.pdf.

e) Resignation, Cessations and Changes in Directors and Key Managerial Personnel

Shri Falgunbhai C. Patel, Chairman & Managing Director, Shri Parthiv F. Patel, Managing Director Mr. Sanjay Kumar Tandon, Chief Financial Officer and Mr. Dhaval Pandya, Company Secretary of the Company were designated as "Key Managerial Personnel" of the Company pursuant to section 2(51) and section 203 of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. None of the Directors and Key Managerial Personnel of the Company has resigned during the financial year under review.

f) Details of remuneration to directors:

The information relating to remuneration of the Directors as required under the provisions of section 197(12) of the Act, is given in Annexure D.

g) Board Committees

The Company has the following Committees of the Board of Directors:

1. Audit Committee;

2. Stakeholders Relationship Committee;

3. Corporate Social Responsibility Committee; and

4. Nomination and Remuneration Committee

The Report of Corporate Governance contains the details of the composition of each of the above Committees, their respective role and responsibilities.

h) Nomination and Remuneration Policy

In terms of the provisions of section 178(4) of the Act, the Board of your Company has, on recommendation of the Nomination & Remuneration Committee, framed and adopted a policy for selection and appointment of directors, senior management and their remuneration. The contents of the said policy are provided in the Corporate Governance Report.

i) Annual Performance Evaluation by the Board

Pursuant to the provisions of the Act and clause 49 of the Listing Agreement with the stock exchanges, the Board has carried out an annual evaluation of its performance, the Directors individually as well as the evaluation of the working of its Committees and the findings were shared individually with the Board Members as well as the Chairman of the Company. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

8. Corporate Governance:

Your Company has been practicing the principles of good corporate governance. A detailed report on corporate governance is available as a separate section in this Annual Report. Certificate of M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad, regarding compliance with the conditions stipulated in the provisions of clause 49 of the Listing Agreement with the stock exchanges is provided separately under this Annual Report.

9. Audit Committee and its Recommendations:

The Audit Committee has been constituted in accordance with the provision of the Act and the Rules made thereunder and also in compliance with the provisions of clause 49 of the Listing Agreement and more details on the Committee are provided in the Corporate Governance Report. During the year all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company. The Composition of the Audit Committee is as described in the Corporate Governance Report.

10. Auditors and Audit Reports:

a) Statutory Auditors:

The Company's statutory auditors M/s. Manubhai & Shah (Formerly known as Manubhai & Co.), (Firm Registration No.106041W) Chartered Accountants, Ahmedabad who retire at the ensuing Annual General Meeting, have confirmed their eligibility and willingness to accept office, if their appointment is ratified. The Company has received a certificate from M/s. Manubhai & Shah, the Statutory Auditors to the effect that their appointment, if made, would be in accordance with the limits specified under the Act and that, they meet the criteria of independence. The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith. The Auditors' Report for the Financial Year 2014-15 does not contain any qualification, reservation or adverse remarks.

The Audit Committee and the Board of Directors recommend the appointment of M/s. Manubhai & Shah, the Statutory Auditors, subject to annual ratification by the shareholders at every Annual General Meeting and at such remuneration as may be fixed by the Board of Directors of the Company on the recommendation of the Audit Committee.

b) Auditors' Report:

There are no qualifications, reservations or adverse remarks made by M/s. Manubhai & Shah, the Statutory Auditors in their report for the Financial Year ended March 31, 2015 and the Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review.

c) Secretarial Auditors:

Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit has been carried out by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad. The Report of the Secretarial Audit in Form MR-3 for the Financial Year ended March 31, 2015 is annexed as

Annexure A to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

11. Particulars of Employees:

The information required pursuant to the provisions of section 197 (12) of the Act read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure D to this Report.

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

The particulars as prescribed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out in Annexure C.

13. Management Discussion and Analysis Report:

A detailed chapter on 'Management Discussion and Analysis'; pursuant to the provisions of clause 49 of the Listing Agreement, is annexed and forms part of this Annual Report. (Within the limits set by the Company's competitive position)

14. Material changes and commitments affecting the financial position of the Company:

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

15. Corporate Social Responsibility Initiatives:

Your Company has constituted a Corporate Social Responsibility Committee. The Committee is constituted to manage and overview the Corporate Social Responsibility program of the Company. The Corporate Social Responsibility Policy approved by the Board which is available at the website of the Company at the link: http://www.sandesh.com/Footer/pdf/CSR%20Policy.pdf. The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure B.

16. Insider Trading Regulations:

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, your Company has formulated a Code of Conduct for regulating, monitoring and reporting of trading in shares of the Company by the insiders. The Company has adopted a Code of Conduct for Prohibition of Insider Trading in order to regulate trading in the shares of the Company by the Directors and designated employees of the Company.

Further, the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 were notified by the Securities and Exchange Board of India on January 15, 2015 which became effective from May 15, 2015. The new Regulations regulate trading by insiders and also seek to prohibit insider trading. With the coming into force of the said Regulations, a revised Code was adopted by the Company. The Company has also prescribed a Code of practices and procedures of fair disclosures of unpublished price sensitive information and both Codes are in accordance with the said Regulations. The said Codes have been uploaded on the website of the Company.

17. Risk Management:

The Board of Directors of the Company has framed and adopted a policy on Risk Management of the Company. The Company has identified various risks and also has mitigation plans for each risk identified and it has a comprehensive Risk Management system which ensures that all risks are timely defined and mitigated in accordance with the Risk Management Policy.

18. Internal Control Systems and adequacy of Internal Financial Controls:

Your Company has an adequate system of the internal controls to ensure that all its assets are protected against loss from unauthorised use or disposition and further that those transactions are authorised, promptly recorded and reported correctly. Adequate internal financial controls with respect to financial statements are in place. The Company has documented policies and guidelines for this purpose. Its Internal Control System has been designed to ensure that the financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

The internal audit and the management review supplement the process implementation of effective internal control. The Audit Committee of the Board deals with accounting matters, financial reporting and internal controls and regularly interacts with the Statutory Auditors, Internal Auditors and Management in dealing with matters within its terms of reference. No reportable material weakness in the design or implementation was observed during the financial year under review.

19. Vigil Mechanism / Whistle Blower Policy

The Board has approved and established a Whistle Blower Policy for the Directors and employees of the Company to report their genuine concerns and its details are explained in the Report of the Corporate Governance. The Whistle Blower Policy is available on the website of the Company to report any genuine concerns about unethical behavior, any actual or suspected fraud or violation of Company's Code of Conduct.

20. Code of Conduct

The Board has laid down the Code of Conduct for all Board Members and the members of the senior management of the Company. The said Code is also placed on the website of the Company. All Board Members and the members of the senior management of the Company have affirmed compliance with the said Code for the financial year under review. The Certificate from the Chairman & Managing Director affirming compliance of the said Code by all the Board Members and the members of senior management of the Company, to whom the Code is applicable, is attached to the Corporate Governance Report.

21. Extract of Annual Return:

Pursuant to the provisions of section 92(3) of the Act, the extract of the Annual Return (MGT-9) is annexed herewith as Annexure E as a part of this Report.

22. Litigation:

There was no material litigation outstanding as on March 31, 2015 and the details of pending litigation including tax matters are disclosed in the Financial Statements.

23. Particulars of Loans, Guarantees and Investments u/s 186 of the Companies Act:

The particulars of loans and guarantees given and the investments made under the provisions of section 186 of the Act are given separately in the Financial Statements of the Company read with the Notes to Accounts which may be read in conjunction with this Report.

24. Particulars of loans, advances, investments outstanding during the financial year:

The Company is not required to make disclosure on particulars relating to loans, advances and investments outstanding during the Financial Year under the provisions of clause 32 of the Listing Agreement as it has not made any such loans, advances, investments during the financial year under review.

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

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. All related party transactions are placed before the Audit Committee as also the Board for review and approval. In line with the provisions of the Act and the Listing Agreement, the Company has formulated a Policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions and abridged Related Party Transactions Policy is uploaded on the Company's website and can be accessed at http://www.sandesh.com/Footer/pdf/RPT%20Policy.pdf.During the year, there were no material related party transactions. The Register under section 189 of the Act is maintained and particulars of transactions are entered in the Register, wherever applicable. Further, suitable disclosure as required by the Accounting Standards (AS18) has been given in the Notes to the Financial Statements. As there were no materially significant related party transactions entered into by the Company with the related parties during the financial year under review, the details of the related party transactions as required under section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, as prescribed in Form AOC-2 of the said Rules is not applicable to the Company.

26. Listing Fees:

The Company confirms that it has paid the annual listing fees for the Financial Year 2015-16 to BSE Limited, Mumbai and National Stock Exchange of India Limited, Mumbai.

27. Statutory Disclosures:

The Company has made disclosures in this Report for the items prescribed in section 134(3) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the financial year under review. Further, no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the Financial Year under review:

a) Public Deposits (Deposit from the public falling within the ambit of section 73 of the Act and the Rules made thereof): The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise: The Authorised Share Capital of the Company comprises of 1500000 equity shares of Rs. 10/- each. The paid up equity share capital of the Company as on March 31, 2015 was Rs. 756.94 Lacs comprising of 7569421 equity shares of Rs. 10/- each. During the Financial Year under review, the Company has not issued shares with differential voting rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme: Your Company has not issued any shares including sweat equity shares to employees of the company under any scheme during the Financial Year under review.

d) Neither the Managing Director(s) nor the Whole-time Director(s) of the Company receive any remuneration or commission from any of its subsidiaries: Your Company does not have any subsidiary and hence, requirement as to disclosure of receipt of remuneration or commission by the Managing Director(s) / Whole Time Director(s) from any of subsidiaries of the Company does not arise.

e) Details of significant and material orders passed by the Regulators / Courts / Tribunals impacting the going concern status and the Company's operations in future: There are no significant material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

f) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (SHWWA): During the Financial Year under review, there were no cases filed pursuant to the SHWWA and rules made thereof.

28. Acknowledgments:

Your Directors place on record their sincere appreciation of all the employees of the Company for their valuable contribution and dedicated service. Your Directors express their sincere thanks to the esteemed readers, viewers and customers of the Company for their continued patronage. Your Directors also immensely thanks all the shareholders, bankers investors, agents, business associates, service providers, vendors and all other stakeholders for their continued and consistent support to the Company during the financial year.

For and on behalf of the Board of Directors

Falgunbhai C. Patel

Date : May 26, 2015 Chairman & Managing Director

Place : Ahmedabad (DIN 00050174)

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Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 71st Annual Report and the Audited Accounts for the financial year ended March 31, 2014.

1. FINANCIAL HIGHLIGHTS:-

(Rs. In Lacs)

Particulars 2013-14 2012-13

Gross Profit of the Company 8347.11 9657.75 before providing for

Less :

Depreciation 783.88 814.21

Taxation 2242.35 2295.33

Managing Directors'' Remunerations 740.16 785.73

3766.39 3895.27

Net Profit 4580.72 5762.48

Add : Last year''s carried 2103.01 694.77 forward balance 6683.73 6457.25

APPROPRIATION

Proposed Dividend 302.78 302.78

Taxation 51.46 51.46

Transfer to General Reserve 4000.00 4000.00

Balance carried forward to 2329.49 2103.01 Balance Sheet 6683.73 6457.25

DIVIDEND

40% on 7569421 Equity Shares 302.78 302.78 of Rs.10/- each (Last year 40% on 7569421 Equity Shares of Rs. 10/- each)

2. REVIEW OF OPERATION:-

During the year under review, income from operations has increased by 2.07%, i.e. Rs. 31311.71 Lacs from Rs. 30,675.87 Lacs as compared to the previous Financial Year. Circulation revenue increased by 7.88% i.e. Rs. 564.91 Lacs during the Year from Rs. 7165.82 Lacs to Rs. 7730.73 Lacs. Advertisement revenue increased by 5.79% i.e. Rs. 1071.61 Lacs during the Year from Rs. 17717.49 Lacs to Rs. 18735.10 Lacs.

3. MODERNIZATION SCHEME:-

Your Company is conscious of modernizing production, process and has been continuous upgrading equipments, plants & machineries. During the year under review your Company has spent Rs. 106.85 Lacs (previous year Rs. 343.00 Lacs) in modernization of plants & machineries.

4. DIVIDEND:-

Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per equity share of Rs. 10/- each), for the Financial Year ended March 31, 2014 (In previous Financial Year, dividend was declared @ 40% i.e. Rs. 4 per equity share). The proposed Dividend payment would entail an outflow of Rs. 354.24 Lacs including Dividend Tax.

5. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:-

The Company had declared dividend for the Financial Year 2005-06 and amount became due was transferred to the Investor Education and Protection Fund. The unpaid/unclaimed dividend for the financial year 2006-07 will be due for transfer to the "Investor Education & Protection Fund" established by the Central Government.

7. INVESTMENTS:-

The investment portfolio of your Company has remained the same during the year i.e. Rs. 15891.60 Lacs, as compared to the previous year.

8. BORROWING:-

The Company has been sanctioned limit of Rs. 9500 Lacs which is inclusive of cash credit, letter of credit and buyers'' credit. However, your Company uses the borrowed funds very judiciously and it uses its internal cash generations to invest in the business.

9. CREDIT RATING:-

India''s premier credit rating agency "Credit Analysis and Research Limited" has reaffirmed rating of CARE AA-[Double A Minus] assigned to the long term bank facilities. Further, it has reaffirmed the CARE A1 [A one Plus] rating assigned to short term facilities.

10. DIRECTORS:-

Pursuant to the provisions of Clause 49 of the Listing Agreements with the Stock Exchanges, Your Company has, appointed Shri Mukeshbhai Patel, Shri Sudhirbhai Nanavati, Shri Shreyasbhai Pandya and Shri Sandeep Singhi as Independent Directors of the Company. The Company has received declarations from the said Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under the said Clause 49. In accordance with the provisions of Section 149(4) and proviso to Section 152(5) of the Companies Act, 2013, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the ensuing Annual General Meeting of the Company.

During the year under review, Shri Parthiv F. Patel (DIN: 00050211), retire by rotation, and being eligible offered himself for reappointment. A brief resume, details of expertise and other directorships/committee memberships of the Director, form part of the Notice of the Annual General Meeting of the Members of the Company. Further, during the year under review, Shri Yogesh Jani (DIN: 06495782) had resigned as Director of the Company.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:-

As required under the provisions of Section 217(2AA) of the Companies Act, 1956, your Directors'' Report that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

12. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:-

The employees of the Company are most valuable assets and your Company aims to align human resource practices with its business goals. Performance Management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. Your Company takes pride of its highly motivated and committed team of employees. The employees performed to their full potential and contributed to the growth and development of the Company.

13. PARTICULARS OF EMPLOYEES:-

In terms of provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may inspect the same at the Registered Office of the Company or write to the Company Secretary for a copy.

14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:-

The information required under the provisions of section 217(1)(e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, as amended from time to time, forms part of this report and is annexed hereto as Annexure A to this Report.

15. PUBLIC DEPOSITS:-

Your Company has not invited or accepted any deposits from the public within the meaning of Section 58-A of the Companies Act, 1956, during Financial Year 2013-14. There were no over dues on account of either principal or interest on public deposits as at the year end. The Company may propose to invite and accept deposits from the Members and the public in accordance with Sections 73 to 76 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014, as one of the modes to meet the fund requirements in the future. Attention of the Members is invited to the relevant item in the Notice of the Annual General Meeting and the Explanatory Statement thereto.

16. INSURANCE:-

All the significant properties and insurable interest of the Company, including building, plant and machinery and stocks are adequately insured.

17. AUDITORS:-

M/s. Manubhai & Shah (Formerly M/s. Manubhai & Co.), Chartered Accountants, Ahmedabad, (Firm Registration Number 106041W), who are the Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them to audit the accounts of the Company and they would hold office from the conclusion of ensuing Annual General Meeting to the conclusion of the fourth consecutive Annual General Meeting (subject to ratification of the appointment by the Members at every Annual General Meeting held after ensuing Annual General Meeting)

M/s. Manubhai & Shah has, under the provisions of section 139(1) of the Companies Act, 2013 and the Rules framed thereunder, furnished a certificate of their eligibility and consent for re-appointment.

The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

18. COST AUDIT:-

Pursuant to the directives of the Ministry of Corporate Affairs, the Company is required to submit a Compliance Report in respect of its printing and publication business. The Board of Directors of the Company has appointed M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad as the Cost Auditor of the Company. Status of submission of Compliance Report for Printing and Publication Business for the financial year 2012-13 is: (a) Date of actual filing: 23.09.2013 (b) Due date of filing: 30.09.2013.

19. AUDIT COMMITTEE:-

The Audit Committee constituted in accordance with the provisions of Clause 49 of the Listing Agreement with the Stock Exchanges, reviewed, inter alia, 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.

20. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:-

As required under the Listing Agreement with the Stock Exchanges, the reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors'' Report. A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of the Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed to the report on Corporate Governance.

21. CORPORATE SOCIAL RESPONSIBILITY: -

Your directors have constituted Corporate Social Responsibility Committee comprising Shri Falgunbhai C. Patel as the Chairman and Shri Mukeshbhai Patel and Shri Shreyasbhai Pandya as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board of Directors, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the said Policy and also recommending the amount to be spent on permissible activities under Corporate Society Responsibility.

22. DONATION:-

During the year under review, the Company has made donation of Rs. 30 Lacs for charitable and other purposes.

23. APPRECIATION:-

Your Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers at all levels, who have largely contributed to the efficient management of the Company.

24. ACKNOWLEDGEMENTS:-

Your Company continues to occupy a place of respect amongst stakeholders, most of all our valuable readers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from advertising agents, selling agents, vendors and stakeholders including banks, Central and State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.



By Order of the Board of Directors, For, THE SANDESH LIMITED

FALGUNBHAI PATEL CHAIRMAN & MANAGING DIRECTOR

Registered Office: "Sandesh Bhavan", Lad Society Road, B/h. Vastrapur Gam, P.O. Bodakdev, Ahmedabad - 380054

Date: 29/05/2014 Place: Ahmedabad

---

Mar 31, 2013

To the Members,

The Directors have pleasure in presenting the 70th Annual Report and the Audited Accounts for the financial year ended March 31, 2013.

1. FINANCIAL HIGHLIGHTS:-

(Rs. In Lacs)

Particulars 2012-13 2011-12

Gross Profit of the Company before providing for 9657.75 7180.45

Less :

Depreciation 814.21 654.10

Taxation 2295.33 1946.47

Managing Directors'' Remunerations 785.73 664.67

3895.27 3265.24

Net Profit 5762.48 3915.21

Add : Last year''s carried forward balance 694.77 1126.52

6457.25 5041.73

APPROPRIATION

Proposed Dividend 302.78 298.53

Taxation 51.46 48.43

Transfer to General Reserve 4000.00 4000.00

Balance carried forward to Balance Sheet 2103.01 694.77

6457.25 5041.73

DIVIDEND

40% on 7569421 Equity Shares of Rs.10/- each 302.78 298.53

(Last year 35% on 8529421 Equity Shares of Rs.10/- each)

Note: Previous year''s figures are recast/rearranged, wherever necessary.

2. REVIEW OF OPERATION:-

During the year under review, income from operations has increased by 12.68%, i.e. Rs.30,672.43 Lacs from Rs.27,220.37 Lacs as compared to the previous Financial Year.

3. BUYBACK OF SHARES:-

During the year under review, the Company has bought back 960000 Equity Shares of Rs. 10/- at the price of Rs. 302/- aggregating to Rs. 2899.20 Lacs (Rupees Twenty Eight Crore Ninety Nine Lacs Twenty Thousand Only) pursuant to regulation 5(1) and 8(1) of extant Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998, (including its amendments) through Tender Offer route. Pursuant to the said buyback the paid up share capital of the Company stands reduced from 8529421 Equity Shares to 7569421 Equity Shares.

4. MODERNIZATION SCHEME:-

Your Company is conscious of modernizing production, process and has been continuous upgrading equipments, plants & machineries. During the year under review your Company has spent Rs. 343.00 Lacs (previous year Rs. 17.74 Lacs) in modernization of plants & machineries.

5. DIVIDEND:-

Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per equity share of Rs. 10/- each), for the Financial Year ended March 31, 2013 (In previous Financial Year, dividend was declared @ 35% i.e. Rs. 3.50 per equity share). The proposed Dividend payment would entail an outflow of Rs. 354.24 Lacs including Dividend Tax.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:-

The Company had not declared any dividend for the Financial Year 2004-05 and hence, no amount became due to be transferred to the Investor Education and Protection Fund. The unpaid/unclaimed dividend for the financial year 2005-06 will be due for transfer to the "Investor Education & Protection Fund" established by the Central Government.

7. AUDIT COMMITTEE:-

The Audit Committee constituted in accordance with the provisions of Clause-49 of the Listing Agreement, reviewed, inter alia, 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.

8. INVESTMENTS:-

The investment portfolio of your Company has gone upto Rs. 158.91 Crore as on 31st March, 2013 as compared to Rs. 145.88 Crore during the previous year. During the current year, your Company has increased its investment marginally in Applewoods Estate Private Limited from Rs. 145.07 Crore to Rs. 158.05 Crore.

9. BORROWING:-

The Company has been sanctioned limit of Rs. 115 Crore which is inclusive of cash credit, letter of credit and buyers credit. However, your Company uses the borrowed funds very judiciously & it uses its internal cash generations to invest in the business.

10. CREDIT RATING:-

India''s premier credit rating agency "Credit Analysis and Research Limited" has reaffirmed rating of CARE AA-[Double A Minus] assigned to the long term bank facilities. Further, it has reaffirmed the CARE A1 [A one Plus] rating assigned to short term facilities.

11. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:-

We treat our employees as most valuable assets. Your Company aims to align human resource practices with business goals. Performance Management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. Your Company takes pride of its highly motivated and committed team of employees. The employees performed to their full potential and contributed to the growth and development of the Company.

12. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:-

As required under the Listing Agreement with the Stock Exchanges, the reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors'' Report. A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of the Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the report on Corporate Governance.

13. PARTICULARS OF EMPLOYEES:-

In terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors'' Report. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:-

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure A and forms part of this Report.

15. COST AUDIT:-

Pursuant to the directives of the Ministry of Corporate Affairs, the Company is required to submit a Compliance Report in respect of its printing and publication business. The Board has appointed M/s. Dalwadi & Associates, Cost Accountants, Ahmedabad as the Cost Auditor of the Company. Status of submission of Compliance Report for Printing and Publication Business for the financial year 2011-12 is: (a) Date of actual filing: 22nd September, 2012 (b) Due date of filing: 30th September, 2012.

16. PUBLIC DEPOSITS:-

Your Company has not accepted or invited any deposits from public within the meaning of Section 58-A of the Companies Act, 1956, during the year under review.

17. INSURANCE:-

All the significant properties and insurable interest of the Company, including building, plant and machinery and stocks are adequately insured.

18. ALTERATION OF ARTICLES:-

The Company had inserted Article 99 in the Articles of Association of the Company pursuant to execution of the Shareholders Agreement and the Share Subscription Agreement with M/s. Bennett Coleman & Company Limited in order to incorporate their respective rights and obligations under the said Agreements. The objectives of the said Agreements have been fulfilled and it is no longer required to have the provisions under Article 99 incorporated in the Articles of Association. Hence, it is desirable to delete the Article 99 of the Articles of Association of the Company and for the same we seek your support in confirming the deletion of Article 99 of the Articles of Association.

19. DIRECTORS:-

During the year under review, Smt. Pannaben Patel and Shri Sudhir Nanavati, Directors of the Company, retire by rotation, and being eligible offered themselves for re-appointment. Further, during the year under review, Hon''ble Justice Dr. Jitendra Bhatt (Retd.) and Shri Ravindra Dhariwal had resigned as Director of the Company.

Shri Sandeep Singhi and Shri Yogesh Jani appointed as additional directors by the Board have been proposed to be appointed as ''Director'' in the forthcoming Annual general meeting. The Company has received notices in writing from members proposing their candidature for the office of ''Director''.

In the Board Meeting held on 12th February, 2013, the Board had on the recommendations of the Remuneration Committee, subject to the approval of shareholders in the forthcoming General Meeting, appointed Shri Yogesh Jani, as Whole-time Director of the Company for a term of five years effective from 12th February, 2013 to 11th February, 2018. Your Directors commend the resolutions for the appointment and payment of remuneration of Shri Yogesh Jani for your approval.

In the Board Meeting held on 27th May, 2013, the Board had on the recommendations of the Remuneration Committee, subject to the approval of shareholders in the forthcoming General Meeting, re-appointed Shri Parthiv Patel, as Managing Director of the Company for a term of five years effective from 1st August, 2013 to 31st July, 2018. Your Directors commend the resolutions for the appointment and payment of remuneration of Shri Parthiv Patel for your approval.

A brief resume, details of expertise and other directorships/committee memberships by the above mentioned Directors, form part of the Notice of 70th Annual General Meeting of the Members of the Company.

20. DIRECTORS'' RESPONSIBILITY STATEMENT:-

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors'' Report that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

21. AUDITORS:-

The Statutory Auditors, M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, (Firm Registration Number 106041W), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

22. APPRECIATION:-

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of the Company.

23. DONATION:-

During the year under review, the Company has made donation of Rs. 30.32 Lacs for charitable and other purpose.

24. ACKNOWLEDGEMENTS:-

Your Company continues to occupy a place of respect amongst stakeholders, most of all our valuable readers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from advertising agents, selling agents, vendors and stakeholders including banks, Central & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

Registered Office:- By Order of the Board of Directors,

"Sandesh Bhavan", Lad Society Road, For, THE SANDESH LIMITED

B/h. Vastrapur Gam, P. O. Bodakdev,

Ahmedabad-380054

Date : 27/05/2013 FALGUNBHAI PATEL

Place : Ahmedabad CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2012

The Directors have pleasure in presenting the 69th Annual Report and the Audited Accounts for the financial year ended March 31, 2012.

1. FINANCIAL RESULTS

(Rs. in lacs)

Particulars 2011-12 2010-11

Gross Profit of the Company before providing for 7,180.45 7,625.23

Less :

Depreciation 654.10 692.76 Taxation 1,946.47 1,866.16

Managing Director Remuneration 664.67 675.87

3,265.24 3,234.79

Net profit 3,915.21 4,390.44

Add : Last year's carried forward balance 1,126.52 1,133.92

5.041.73 5,524.36

Appropriation :-

Proposed Dividend 298.53 341.18

Tax on Dividend 48.43 56.66

Transfer to General Reserve 4,000.00 4,000.00

Balance carried to Balance Sheet 694.77 1,126.52

5.041.73 5,524.36

Dividend

35% on 8529421 Equity Shares of Rs.10/- each 298.53 -

40% on 8529421 Equity Shares of Rs. 10/- each - 341.18

Note: Previous year's figures are recast/rearranged, wherever necessary.

2. REVIEW OF OPERATIONS

Though the operating income has grown by 12.41%, PBT has fallen by 6.31% from Rs. 6256.60 lacs in previous year to Rs. 5861.68 lacs due to increased cost of news print & other input costs.

There is an increase in net advertisement revenue by 4.64% and net revenue of the circulation has also increased by 5.01% compared to the previous Financial Year. Despite of increase of 12.41% in income from operations, your Company has reported profit before taxation at Rs. 5861.68 Lacs compared to Rs. 6256.60 Lacs in the previous year, resulting net decrease of 6.31% after absorbing increased cost of the raw materials by 15.59% compared to the previous year.

3. CANCELLATION OF FORFEITED SHARES

During the year under review, in terms of Article 27A of the Articles of Association of the Company, the Board of Directors of the Company had approved in their Meeting held on 03rd day of February, 2012, that 8,800 (Eight Thousand Eight Hundred) Equity Shares of Rs. 10/- each issued at Premium of Rs. 90/- per Equity Share, forfeited for non-payment of the Call Money of Rs. 5/- per Equity Share and the Premium of Rs. 45/- per Equity Share, would not be re-issued and hence, the said forfeited Equity Shares should be cancelled. Accordingly, said 8800 forfeited equity shares were cancelled, and the forfeited amount of Rs. 44,000/- (Rupees Forty Four Thousand only) received on account of the part payment on 8800 forfeited Equity Shares was transferred from the "Share Capital Account" to the "Capital Reserve Account" in the Books of Accounts of the Company.

4. MODERNIZATION SCHEME

The Company has invested Rs. 693.37 Lacs in modernization of plant & machineries and buildings.

5. DIVIDEND

Your Directors are pleased to recommend dividend of 35% (Rs. 3.50 per equity share of Rs. 10/- each), for the Financial Year ended March 31, 2012 (In previous Financial Year, dividend was declared @ 40% i.e. Rs. 4.00 per equity share). The proposed Dividend payment would entail an outflow of Rs. 346.96 Lacs including Dividend Tax.

6. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of section 205A(5) of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund established by the Central Government.

7. 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.

8. INVESTMENTS

The aggregate investments including the investments made in the securities of Applewoods Estate Pvt. Ltd. amounting to Rs. 14506.72 Lacs, amounted to Rs. 14588.55 Lacs as on March 31, 2012 as compared to investments of Rs. 9283.30 Lacs in the previous year.

9. CREDIT RATING

The Company has achieved AA Rating for long terms and A1 for short term (highest rating for short term paper) by India's premier credit rating agency "Credit Analysis and Research Limited". This reflects the sound business practices, efficient management practices and the strong brand image of the Company.

10. INFORMATION TECHNOLOGY

Your Company has initiated implementation of Enterprise Resource Planning (SAP) integrating all functions including of purchase, accounting, finance and sales/distribution, production etc., to enhance the business efficiencies, strengthen the internal controls and provide accurate management information reports.

11. BORROWING

The Company has availed the cash credit facilities to meet its day-to-day working capital requirements from its Banker during the Financial Year under review and its outstanding balance is Rs. 4098.99 Lacs as on March 31, 2012. In addition to this Company has an outstanding short term loan of Rs. 2000 Lacs as on March 31, 2012.

12. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS

The Company has implemented effective Human Resource systems which starts from defining the complete job profile, performance planning and goal-setting and takes it forward into performance review discussions, feedback and development. The systems are business-linked, highly objective and fully transparent and help the Company to ensure high level of employee satisfaction and stability. Relations with the employees continued to be cordial throughout the year. Your Directors place on record their sincere appreciation for the efforts, dedication and active participation of the employees in all initiatives during the year.

13. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Listing Agreement with the Stock Exchanges, the reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors' Report. A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of the Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the report on Corporate Governance.

14. PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors' Report. However, having regard to the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

15. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure A and forms part of this Report.

16. PUBLIC DEPOSITS

Your Company has not accepted or invited any deposits from public within the meaning of Section 58-A of the Companies Act, 1956, during the year under review..

17. INSURANCE

All the properties and insurable interest of the Company, including building, plant and machinery and stocks are adequately insured.

18. DIRECTORS

During the year under review, Shri Shreyas V. Pandya & Shri Mukesh M. Patel, Directors of the Company retire by rotation, and being eligible offer themselves for re-appointment.

19. DIRECTORS' RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors report that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and there are no material departure from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

20. AUDITORS

The Statutory Auditors, M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, (Firm Registration Number 106041W), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

21. APPRECIATION

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of the Company.

22. DONATION

During the year under review, the Company has made donation of Rs. 30.72 Lacs for charitable and other purpose.

23. ACKNOWLEDGEMENTS

Your Company continues to occupy a place of respect amongst stakeholders, most of all our valuable readers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from advertising agents, selling agents, vendors and stakeholders including banks, Central & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

Registered Office:- By Order of the Board of Directors,

"Sandesh Bhavan", Lad Society Road, For, THE SANDESH LIMITED

B/h. Vastrapur Gam, P. 0. Bodakdev,

Ahmedabad-380054

Date : 24/05/2012 FALGUNBHAI PATEL

Place : Ahmedabad CHAIRMAN & MANAGING DIRECTOR

---

Mar 31, 2011

The Directors have pleasure in presenting the 68th Annual Report and the Audited Accounts for the financial year ended March 31, 2011.

1. FINANCIAL RESULTS (Rs. in Lacs)

Particulars 2010-11 2009-10

Gross Profit of the Company before providing for 7,625.23 6,714.84

Less :

Depreciation 692.76 542.26

Taxation 1,866.16 1,863.58

Managing Director Remuneration 675.87 605.77

3,234.79 3,011.61

Net Profit 4,390.44 3,703.23

Add: Last years carried forward balance 1,133.92 1,230.06

5,524.36 4933.29

APPROPRIATIONS:-

Proposed Dividend 341.18 255.88

Tax on Dividend 56.66 43.49

Transfer to General Reserve 4000 3500

Balance carried to Balance Sheet 1,126.52 1,133.92

5,524.36 4,933.29

DIVIDEND :

@ 40 % on 8529421 equity shares of Rs.10/- each 341.18 --

@ 30 % on 8529421 equity shares of RS.10/- each -- 255.88

Note: Previous years figures are recast/rearranged, wherever necessary.

2. REVIEW OF OPERATION

There is an increase in net advertisement revenue by 27% and net revenue of the circulation has also increase by 4.50% compared to the previous Financial Year. The income for the operations was Rs. 23,333.79 Lacs compared to the income for the operations of Rs. 22,541.58 Lacs of the previous year.

3. MODERNIZATION SCHEME

The Company has invested Rs. 837.74 Lacs in modernization of plant & machineries & buildings.

4. DIVIDEND

Your Directors are pleased to recommend dividend of 40% (Rs. 4.00 per equity share of Rs. 10/- each), for the Financial Year ended March 31, 2011 (In previous Financial Year, dividend was declared @ 30% i.e. Rs. 3.00 per equity share). The proposed Dividend payment would entail an outflow of Rs. 397.84 Lacs including Dividend Tax.

5. 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.

6. INVESTMENTS

The aggregate investments including the investments made in the securities of Applewoods Estate Pvt. Ltd. amounting to Rs.8211.25 Lacs, total investments Rs. 8482.68 Lacs as on March 31, 2011 as compared to investments of Rs. 765.04 Lacs in the previous year.

7. BORROWING

The Company has been using its internal cash generations to invest in the businesses of the Company. The Company has availed the cash credit facilities to meet its day-to-day working capital requirements from its Banker during the Financial Year under review and its outstanding balance is Rs. 783.44 Lacs as on March 31, 2011. In addition to this Company has an outstandings short term loan of Rs. 1,146.36 lacs against fixed deposits as on March 31, 2011.

8. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS

The Company has implemented a new Performance Management system for all the employees. The new system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. It starts from defining the complete job profile, performance planning and Goal-setting and takes it forward into performance review discussions, feedback and development. The new system is business-linked, highly objective and fully transparent. During the Financial year, the industrial relations between the employees and management were calm and composed.

9. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

As required under the Listing Agreement with the Stock Exchanges, the reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors Report. A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of the Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the report on Corporate Governance.

10. PARTICULARS OF EMPLOYEES

In terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219 (1)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

11. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure A and forms part of this Report.

12. PUBLIC DEPOSITS:

Your Company has not accepted or invited any deposits from public within the meaning of Section 58-A of the Companies Act, 1956, during the year under review.

13. INSURANCE

All the properties and insurable interest of the Company, including building, plant and machinery and stocks are adequately insured.

14. DIRECTORS

The Board inducted Shri Jitendra N. Bhatt and Smt. Pannaben Patel to the Board. We seek your support in confirming their appointment as Director liable to retire by rotation.

During the year under review, Shri Sudhir Nanavati & Shri Ravindra Dhariwal, Directors of the Company retire by rotation, and being eligible offer themselves for re-appointment.

During the current financial year 2011-12, the term of Shri Falgunbhai Patel, as the Managing Director of the company will expire on March 31, 2012 and he will be re-appointed for a further period of 5 years from April 01, 2012 to March 31, 2017, subject to approval of the shareholders in the ensuing Annual General Meeting of the Company.

15. DIRECTORS RESPONSIBILITY STATEMENT

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors Report that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

16. AUDITORS

The Statutory Auditors, M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

17. APPRECIATION

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of the Company.

18. DONATION

During the year under review, the Company has made donation of Rs. 33.02 Lacs for charitable and other purpose.

19. ACKNOWLEDGEMENTS

Your Company continues to occupy a place of respect amongst stakeholders, most of all our valuable readers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from advertising agents, selling agents, vendors and stakeholders including banks, Central & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

By Order of the Board of Directors,

Date : May 19, 2011 FALGUNBHAI PATEL

Place: Ahmedabad Chairman & Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the 67th Annual Report and the Audited Accounts for the financial year ended March 31, 2010.

1. FINANCIAL RESULTS :-

(Rs. in Lacs) Particulars 2009-10 2008-09 Gross Profit of the Company before providing for 6714.84 4843.35 Less : Depreciation 542.26 514.62 Taxation 1863.58 1127.12 Managing Director Remuneration 605.77 420.94 3011.61 2062.68 Net Profit 3703.23 2780.67 Add: Last years carried forward balance 1230.06 1752.91 4933.29 4533.58 APPROPRIATIONS:- Proposed Dividend 255.88 259.43 Tax on Dividend 43.49 44.09 Transfer to General Reserve 3500.00 3000.00 Balance carried to Balance Sheet 1133.92 1230.06 4933.29 4533.58 DIVIDEND : @ 30% on 8529421 equity shares of Rs.10/- each 255.88 - @ 30% on 8647614 equity shares of RS.10/- each - 259.43

Note: Previous years figures are recast/rearranged, wherever necessary.

2. REVIEW OF OPERATION :-

There is an increase in net advertisement revenue by 7.52% and net revenue of circulation has also increased by 5.47% compared to the previous Financial Year. During the year under review, the turnover of the Company is Rs. 22541.58 Lacs & the Net Profit is Rs. 3703.23 Lacs as compared to the turnover of Rs. 28868.93 Lacs and the Net Profit of Rs. 2780.67 Lacs in the previous year; hence, the Net Profit of the Company is increased by 33.18% as compared to the previous year.

3. MODERNIZATION SCHEME :-

The Company has invested Rs. 2307.53 Lacs in modernization of plant & machineries at all publication centers. With new machines, the Company is capable of printing all color newspaper with supplements. The quality of the printing of newspaper and the efficiency of production division of the Company has improved.

4. DIVIDEND :-

Your Directors are pleased to recommend dividend of 30% (Rs. 3.00 per equity share of Rs. 10/- each), for the Financial Year ended March 31, 2010 (In previous Financial Year, dividend was declared @ 30% i.e. Rs. 3.00 per equity share). The proposed Dividend payment would entail an outflow of Rs. 299.37 Lacs including Dividend Tax.

5. AUDIT COMMITTEE :-

The audit Committee constituted in accordance with Qause-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.

6. INVESTMENTS :-

The aggregate investments including the investments made earlier in the Tax-free and other Bonds is Rs. 838.08 Lacs as on March 31, 2010 as compared to investments of Rs. 1441.18 lacs in the previous year.

7. BUY-BACK OF SHARES :-

The Company had announced the buyback of fully paid up equity shares of Rs. 10/- each of the Company, not exceeding 10,85,000 equity shares, from the existing owners/ beneficial owners of equity shares from the open market through stock exchange in accordance with Section 77A, 11kk and 77B of the Companies Act, 1956 and SEBI (Buy-back of Securities) Regulations, 1998 at a price not exceeding Rs.180/- per share payable in cash for an aggregate amount not exceeding Rs. 1,953 Lacs. The Buyback Offer opened on April 16, 2009 and closed on November 30, 2009. The Company has bought back 118193 equity shares at an aggregate consideration of Rs. 187.93 Lacs. All shares bought back were extinguished and no share is pending for extinguishment.

8. BORROWING :-

The Company has been using its internal cash generations to invest in the businesses of the Company. The Company has availed the cash credit facilities to meet its day-to-day working capital requirements from its Banker during the Financial Year under review and its outstanding balance is Rs. 2443.45 Lacs as on March 31, 2010.

9. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS :-

The Company has engaged leading global Human Resource consultancy Ma Foi Consulting Solutions Ltd., now, known as Ma Foi Randstand, for advising the Company on its Human Resource Initiatives. The focus of the Company is around areas of performance management, reward and recognition, career opportunities, learning and development, policies amongst others. A new Organization Structure has been planned to take care of the Human Resource needs of the Company. The proposed Structure would have balanced focus on Human Resource Management and Human Resource Development aspects and will put in place competency based Human Resource systems and practices.

During the Financial Year, the industrial relations between the management and the employees continued to remain cordial and peaceful. The Board appreciates the efforts of management, administrative and editorial staff members and other employees and all other well-wishers for the joint efforts put for the growth and development of the Company.

10. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS :-

As required under the Listing Agreement with the Stock Exchanges, the reports on "Corporate Governance" as well as "Management Discussion and Analysis" are attached and forms part of the Directors Report.

A Certificate from the Statutory Auditors of the Company regarding compliance of conditions of the Corporate Governance as stipulated under Clause-49 of the Listing Agreement is annexed to the report on Corporate Governance.

11. PARTICULARS OF EMPLOYEES :-

In terms of provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are set out in the Annexure to the Directors Report. However, having regard to the provisions of Section 219 (l)(b)(iv) of the Companies Act, 1956, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitLed thereto. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

12. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:-

AdditionaL information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(l)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as Annexure-"A" and forms part of this Report.

13. PUBLIC DEPOSITS :-

The Company has repaid the entire amount of the Fixed Deposits of Rs. 3.91 Lacs to the respective holders of the Deposits including the interest accrued thereon during the Financial Year under review. The Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date nor any amount remained unclaimed or unpaid.

14. INSURANCE :-

All the properties and insurable interest of the Company, including building, plant and machinery and stocks are adequately insured.

15. DIRECTORS :-

During the year under review, Shri Shreyasbhai V. Pandya & Shri Mukeshbhai M. Patel, Directors of the Company retire by rotation, and being eligible offer themselves for reappointment.

16. DIRECTORS RESPONSIBILITY STATEMENT :-

As required under the provisions of Section 217 (2AA) of the Companies Act, 1956, your Directors Report that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the profit of the Company for the year under review;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 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.

17. AUDITORS : -

The Statutory Auditors, M/s. Manubhai & Co., Chartered Accountants, Ahmedabad, retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The Notes on accounts and observations of the Auditors in their report on the Accounts of the Company are self-explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

18. APPRECIATION :-

The Directors wish to place on record their appreciation of the devoted services of the workers, staff and the officers who have largely contributed to the efficient management of the Company.

19. DONATION :-

During the year under review, the Company has made donation of Rs. 28.44 Lacs for charitable and other purpose.

20. ACKNOWLEDGEMENTS :-

Your Company continues to occupy a place of respect amongst stakeholders, most of all our valuable readers. Your Directors would like to express their sincere appreciation for assistance and co-operation received from advertising agents, selling agents, vendors and stakeholders including banks, Central & State Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors take this opportunity to place on record their gratitude and appreciation for the committed services of the employees at all levels of the Company.

By Order of the Board of Directors, Date : April 20, 2010 FALGUNBHAI C. PATEL Place : Ahmedabad Chairman & Managing Director