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SAMBHAAV MEDIA LTD.

28 October 2026 | 03:31

Industry >> Printing/Publishing/Stationery

Select Another Company

ISIN No INE699B01027 BSE Code / NSE Code 511630 / SAMBHAAV Book Value (Rs.) 4.31 Face Value 1.00
Bookclosure 01/08/2024 52Week High 12 EPS 0.01 P/E 450.41
Market Cap. 105.88 Cr. 52Week Low 5 P/BV / Div Yield (%) 1.29 / 0.00 Market Lot 1.00
Security Type Other

AUDITOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

We have audited the accompanying standalone financial statements of Sambhaav Media Limited
("the Company"), which comprise the Balance Sheet as at March 31,2026, the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Statement
of Cash Flows for the year then ended, and notes to the standalone financial statements, including
a summary of material accounting policies and other explanatory information ("together read as
standalone financial statements").

In our opinion and to the best of our information and according to the explanations given to us,
the aforesaid standalone financial statements give the information required by the Companies Act,
2013 ("the Act") in the manner so required and give a true and fair view in confirmity with the Indian
Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended, ("Ind AS") and other accounting principles generally
accepted in India, of the state of affairs of the Company as at March 31, 2026, its profit and total
comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards
on Auditing ("SA" s) specified under section 143(10) of the Act. Our responsibilities under those
Standards are further described in the Auditors' Responsibilities for the Audit of the Standalone
Financial Statements section of our report. We are independent of the Company in accordance with
the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the
ethical requirements that are relevant to our audit of the standalone financial statements under the
provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in
our audit of the Standalone Financial Statements of the current period. These matters were addressed
in the context of our audit of the Standalone Financial Statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.

Key Audit Matter

How our audit addressed the key audit matter

Conversion of Preference Shares and Compulsorily
Convertible Debentures into equity shares of Gujarat
News Broadcasters Private Limited (''GNBPL'') and
measurement of the resultant investment in associate
at cost:

(Refer Note 4.1 and 4.2 to the Standalone Financial
Statements)

During the year, the Company exercised its right to
convert its existing investment in Preference Shares and
Compulsorily Convertible Debentures ("CCDs") in GNBPL,
aggregating ? 1,675.00 lakhs, into equity shares of GNBPL.
Pursuant to such conversion, the Company's resultant
shareholding, voting rights and other rights in GNBPL
give it significant influence over GNBPL. Accordingly, in
the standalone Financial Statements, the company has
accounted for this investment at cost in accordance with Ind
AS 27, Separate Financial Statement.

Our audit procedures included the following:

• Obtained an understanding of the original terms of the
Preference Shares and CCDs, and the terms governing
the right of conversion into equity shares of GNBPL,
by examining the underlying investment/shareholders'
agreements.

• Verified the Board resolutions and other corporate
approvals of the Company and of GNBPL evidencing
exercise of the conversion option and allotment of
equity shares, and traced the number and class of
shares allotted to the Company's records.

• Evaluated the basis applied by management in
determining the cost of the resulting equity investment,
including the carrying value (cost) attributed to
the Preference Shares and CCDs surrendered on
conversion, and tested the related accounting entries
for de-recognition of the Preference Shares and CCDs
and recognition of the equity investment at cost in
accordance with Ind AS 27.

This matter has been determined to be a key audit matter
on account of the significant value and non-recurring nature
of the transaction, and the degree of judgement involved in

(i) determining the cost of the resulting equity investment
on initial recognition, being the carrying value (cost) of the
Preference Shares and CCDs surrendered on conversion;

(ii) assessing whether the Company's resulting shareholding,
voting rights and other rights in GNBPL establish significant
influence for the purpose of classification and related
disclosures, including under Ind AS 24, Related Party
Disclosures; and

(iii) assessing whether any indicators of impairment exist in
respect of the investment carried at cost, GNBPL being an
unlisted entity for which no quoted market price is available,
requiring the use of valuation techniques and judgmental
inputs to estimate the recoverable amount.

• Evaluated management's assessment of significant
influence over GNBPL with reference to the
Company's resultant shareholding, voting rights,
board representation and other relevant qualitative
factors specified under Ind AS 28, and its consequential
classification and disclosure as an associate, including
as a related party under Ind AS 24.

• Assessed whether any indicators of impairment existed
in respect of the investment carried at cost and, where
indicators existed, evaluated management's estimate
of the recoverable amount, including the valuation
methodology and key assumptions used, GNBPL being
an unlisted entity.

• Assessed the adequacy and appropriateness of
the disclosures made in the Standalone Financial
Statements in accordance with Ind AS 27 and Ind AS 24.

Appropriateness of provision for expected credit loss
against trade receivables:

(Refer Notes 9 and 39 to the Standalone Financial Statements)
The Company has receivables aggregating to ? 1,577.97
lakhs as of March 31, 2026, against which the Company
has recognised a provision for expected credit loss (ECL) of
? 228.93 lakhs as on that date.

The Company assesses the provision for receivables based
on ECL model as per Ind AS 109, Financial Instruments and
carries the trade receivable balances at an amount which
approximates their realisable value.

The Company determines the ECL for each group of trade
receivables using a provision matrix based on twelve month
rolling historical credit loss experience by tenure and
applying to the receivables held at year end. Furthermore,
it includes specific reviews of customer accounts, past
experience with these customers, and considers current and
future economic and business conditions.

The appropriateness of the provision for ECL has been
determined to be a key audit matter as it is subjective due
to the high degree of judgment applied by the Company in
determining the provision matrix which requires evaluation
of various factors such as the financial condition of the
customers, historical loss rate adjusted for forward looking
information, expected future cash flows and other related
factors, and also considering the significance of the trade
receivables balances and the related estimation uncertainty.

Our audit Procedures include the following:

• Obtained an understanding and assessed the design
and operating effectiveness of the internal processes
for evaluating the recoverability of trade receivables
including collection process and the allowances for
trade receivables.

• Evaluated reasonableness of the method and
appropriateness of the management assumptions and
judgments used to determine provision for ECL against
trade receivables.

• Evaluated the simplified approach applied by the
Company to identify lifetime expected credit losses.
In doing so, obtained the schedule of receivables
ageing, enquired into aged balances and assessed
management's explanation for collectability. Also tested
the management's working for provision for expected
credit losses.

• On a test-check basis, verified receipts from debtors,
subsequent to the financial year-end against the
trade receivable balances outstanding as at March 31,
2026, with bank statements and relevant underlying
documentation,

• Checked mathematical accuracy of the Company's
computations of provision for loss allowance.

• Assessed adequacy of presentation and disclosures
made in the Standalone Financial Statements.

Information Other than the Standalone Financial Statements and Auditor's Report Thereon

The Company's Board of Directors is responsible for the preparation of the other information. The
other information comprises the information included in the Management Discussion and Analysis,
Board's Report including Annexures to Board's Report, Corporate Governance and Shareholder's
Information, but does not include the standalone financial statements and our auditor's report
thereon.

Our opinion on the standalone financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the standalone financial statements or our knowledge obtained during the course of our audit
or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this
other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements

The Company's management and Board of Directors are responsible for the matters stated in section
134(5) of the Act with respect to the preparation of these standalone financial statements that give a
true and fair view of the state of affairs(financial position), profit or loss (financial performance including
other comprehensive income), changes in equity and cash flows of the Company in accordance with
the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind
AS) specified under Section 133 of the Act.

This responsibility also includes maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding of the assets of the Company and for preventing and
detecting frauds and other irregularities; selection and application of appropriate implementation
and maintenance of accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone financial statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, management and Board of Directors are responsible
for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but
is not a guarantee that an audit conducted in accordance with SAs will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material
if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the standalone financial statements,
whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.

• Obtain an understanding of internal controls relevant to the audit in order to design audit
procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are
also responsible for expressing our opinion on whether the Company has adequate internal
financial controls system in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.

• Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company's ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the standalone financial statements or, if
such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor's report. However, future events or conditions
may cause the Company to cease to continue as a going concern.

• Evaluate the overall presentation, structure and content of the standalone financial statements,
including the disclosures, and whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually
or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user
of the standalone financial statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work;
and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.

From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the standalone financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor's report
unless law or regulation precludes public disclosure about the matter or when, in extremely rare
circumstances, we determine that a matter should not be communicated in our report because the
adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143 (3) of the Act, based on our audit we report that:

a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so
far as it appears from our examination of those books.

c. The balance sheet, the statement of profit and loss including other comprehensive income, the
cash flow statement and the statement of changes in equity dealt with by this Report are in
agreement with the books of account.

d. In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting
Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts)
Rules, 2014.

e. On the basis of the written representations received from the directors as on March 31, 2026
taken on record by the Board of Directors, none of the directors is disqualified as on March 31,
2026 from being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the
Company and the operating effectiveness of such controls, refer to our separate report in
"Annexure A". Our report expresses an unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial controls over financial reporting.

g. With respect to the other matters to be included in the Auditor's Report in accordance with
the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of
our information and according to the explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance with the provisions of section 197 read
with Schedule V to the Act.

h. With respect to the other matters to be included in the Auditors' Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best
of our information and according to the explanations given to us:

i. The Company has disclosed the impact, wherever necessary, of pending litigations on its
standalone financial position in its standalone financial statements - Refer Note 30 to the
standalone financial statements;

ii. The Company has made provision, as required under the applicable law or accounting
standards, for material foreseeable losses, if any, on long-term contracts including derivative
contracts,

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company.

iv. (a) The management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been advanced or loaned or
invested (either from borrowed funds or share premium or any other sources or kind of funds)
by the company to or in any other person or entity, including foreign entity ("Intermediaries"),
with the understanding, whether recorded in writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or invest in other persons or entities identified in
any manner whatsoever by or on behalf of the company ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The management has represented, that, to the best of its knowledge and belief, no
funds (which are material either individually or in the aggregate) have been received by the
company from any person or entity, including foreign entity ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

(c) Based on the audit procedures that have been considered reasonable and appropriate
in the circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.

v. The Company has not declared or paid dividend during the year covered by our audit.

vi. Based on our examination which included test checks and confirmation from ERP vendor,
the company, has used accounting software for maintaining its books of accounts, which
has a feature of recording audit trail (edit log) facility and the same has operated throughout
the year for all relevant transactions recorded in the software except the audit trail feature
was not available for master data changes as described in note 50 to the standalone financial
statements. Further, during the course of our audit, we did not come across any instances
of audit trail feature being tampered with in respect of the accounting software where such
feature is enabled and the audit trail has been preserved by the company as per the statutory
requirements for records retention.

2. As required by the Companies (Auditors' Report) Order, 2020 ("the Order") issued by the Central
Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure
B, a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent
applicable.

For Dhirubhai Shah & Co LLP

Chartered Accountants

FRN: 102511W/W100298

Parth S Dadawala

Partner

Membership number: 134475

UDIN: 26134475ANETMZ8714

Date: May 20, 2026

Place: Ahmedabad