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Company Information

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MADHYA PRADESH TODAY MEDIA LTD.

23 October 2026 | 03:31

Industry >> Entertainment & Media

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ISIN No INE105Y01019 BSE Code / NSE Code / Book Value (Rs.) 104.14 Face Value 10.00
Bookclosure 29/09/2025 52Week High 53 EPS 6.51 P/E 6.38
Market Cap. 18.98 Cr. 52Week Low 34 P/BV / Div Yield (%) 0.40 / 0.00 Market Lot 2,000.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

Your Directors are pleased to present the 15th Annual Report of the Company along with
financial statement for the financial year ended 31st March, 2025. Further, in compliance
with Companies Act, 2013 the Company has made all requisite disclosures in the Board
Report with Objective of accountability and transparency in its operations and to make
you aware about its performance and future prospective.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial Year ended 31st March,
2025 is summarized below:

(Amount In Lakhs)

Particulars

2024-25

2023-24

Revenue from operation

2196.56

2155.70

Other Income

54.91

20.36

Total Revenue

2224.47

2176.06

Depreciation & amortization expenses

85.76

85.49

Net Profit Before Exceptional Items & Tax

362.54

361.62

Net Profit Before Tax

375.75

360.25

Tax Expenses:

Current Tax

95.89

97.73

Deferred Tax

-38.99

9.89

Tax for earlier years/written back

-

-

Net Profit After Tax

318.85

252.63

Profit for the period from continued operations

318.85

252.63

Earning Per Shares (EPS):

Basic

6.98

5.53

Diluted

6.98

5.53

2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a
Part of Annual Report. Consolidated Financial Statement is not applicable to the
Company.

3. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS

The sales and other income for the year ended 31st March, 2025 were Rs.2196.56 Lakhs
as against Rs. 2176.06 Lakhs in the previous year. The Operating Profit before Taxation
(PBT) amounted to Rs. 375.75 Lakhs as against Rs. 360.25 Lakhs in previous year. Total
Income/Profit after Tax (PAT) amounted to Rs. 318.85 Lakhs as against Rs. 252.63
Lakhs in previous year.

4. SHARE CAPITAL:

During the year under review, the Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity.

• Disclosure regarding issue of equity shares with differential rights

All the equity shares issued by the Company carry similar voting rights and the
Company has not issued any equity shares with differential voting rights during
the financial year under review.

• Buy Back of Securities

The Company has not bought back any of its securities during the financial year
under review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the financial year
under review.

• Bonus Shares

No Bonus Shares were issued during the financial year under review.

• Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees during the
financial year.

5. DIVIDEND:

During the year under review, the Company has not issued any dividend to its
Members of the Company.

6. TRANSFER TO GENERAL RESERVE:

The Board of Directors does not propose to transfer any amount to the reserves.

7. STATEMENT OF UTILISATION OF FUND RECEIVED FROM INITIAL PUBLIC
OFFERING (IPO)

Company has fully Utilized Proceeds from Initial Public Offer ("IPO") hence there is
no unutilized proceeds left.

8. SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of Section 129 of the Companies
Act, 2013 is not applicable.

9. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company's operations in future.

10. LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on SME Emerged Platform of National
Stock Exchange of India Limited. The Company has paid the annual listing fees for the
financial year 2025-2026.

11. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the Company's website
epaper.pradeshtoday.com

12. REPORTING OF FRAUDS BY AUDITOR:

Reporting of frauds by auditors During the year under review, neither the statutory
auditors nor the secretarial auditor has reported to the audit committee, under Section
143 (12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned
in the Board's report.

13. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board
of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company
Secretaries of India and approved by the Central Government.

14. DIRECTORS RESPONSIBILITY STATEMENT:

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

i. That in the preparation of the annual accounts, the applicable accounting standard had
been followed along with proper explanation relating to material departures

ii. That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the company at the end of the
financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

v. That the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.

vi. That the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating

15. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as specified under
Section 149(6) of the Companies Act, 2013 read with schedules and rules issued
thereunder. They have also confirmed that they meet the requirements of "Independent
Director" as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015.

Pursuant to Data Bank Notification relating to IICA dated 22nd October, 2019
Companies (Accounts) Amendments Rules, 2019, Companies (Creation and
Maintenance of Databank of Independent Directors) Rules, 2019 and Companies
(Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, all the
existing Independent Directors have registered themselves with Indian Institute of
Corporate Affairs.

In the opinion of the Board, the independent directors are, individually, person of
integrity and possess relevant expertise and experience.

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company's Independent Directors held their meeting on 14.02.2025, without the
attendance of Non-Independent Directors and members of the management. All
Independent Directors were present at the meeting.

17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board of Directors:

During the period under review, the Board of Directors of the Company duly
constituted as per provisions of the Companies Act, 2013.

As on 31st March, 2025, The Board of company consists of Four (4) Directors. The
composition and category of Directors are as follows:

Sr.

Name of the Director

DIN

Designation

1.

Mr. Hradayesh kumar dixit

03146320

Managing Director

2.

Mr. Kaustubh Dixit

07219025

Promoter Director

3.

Mr. Shantanu Dixit
(w.e.f.27th June 2025.)

03146408

Additional Director (whole
Time Director)

4.

Mr. Nitin Maheshwari

07860370

Independent Non-Executive
Director.

5.

Ms. Gunjan Kaur Duggal

08151517

Independent Non-Executive
Director.

Frequency and Quorum at these Meetings were in conformity with the provisions of the
Companies Act, 2013 and the "Listing Regulation" and the listing agreements entered
into by the company with the Stock Exchange. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015.

The following changes were made in the Board of Directors and Key Managerial
Personnel of the company.

* Mr. Shantanu Dixit, appointed as an additional (whole Time Director) w.e.f. 27th
June, 2025 your requested to re-appoint himself in the ensuing annual general
meeting

* Re-appointment of Mr. Hradayesh Kumar Dixit, Chief Executive Officer and
Managing Director (CEO & MD), for a period of 03 (Three) years from July 5, 2025
to July 4, 2028 subject shareholders' approval in the ensuing Annual General
Meeting.

Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Kaustubh Dixit (DIN:
7219025), Director of the Company is liable to retire by rotation at the forthcoming
Annual General Meeting and being eligible, offered himself for re-appointment.

The Board confirms that none of the Directors of the Company is disqualified from
being appointed as Director in terms of Section 164 of the Companies Act, 2013 and
necessary declaration has been obtained from all the Directors in this regard.

Pecuniary relationship or transactions with the Company During the year under
review, the Non-Executive Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission, and
reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board/ Committee(s) of the Company.

During the year under review, the Company does not have any Holding or
Subsidiary Company. Therefore, no Managing Director or Whole time Director has
received such Remuneration or commission and the provisions is not applicable.

Committees of the Board:

As per the applicable provisions of the Companies Act, 2013 and as per
Corporate Governance provisions as per Listing Obligations & Disclosure
requirements (LODR) Regulations, 2015, the company has three Committees of
the Board.

There are currently three Committees of the Board, as follows:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders' Relationship Committee

A) 'AUDIT COMMITTEE'

The Committee has formed audit committee in line with the provisions of section
177 of the Companies Act, 2013.Audit Committee meeting is generally held for the
purpose of recommending the half yearly and yearly financial result. Additional
meeting is held for the purpose of reviewing the specific item included in terms of
reference of the Committee

During the year under review, Audit Committee met 3 (Three) times viz on May
30, 2024, September 5, 2024 and November 14, 2024.

The composition of the Committee and the details of meetings attended by its
members are given below:

S.

No.

Name of Committee
Member

Category

Designation

No. of

meetings

attended

1.

Mr. Nitin
Maheshwari

Independent

Director

Chairman

3

2.

Mrs. Gunjan Kaur
Duggal

Independent

Director

Member

3

3.

Mr. Kaustubh Dixit

Non-Executive

Director

Member

3

The Statutory Auditors of the Company are invited in the meeting of the Committee
wherever requires. Chief Financial Officer of the Company is a regular invitee at
the Meeting. Recommendations of Audit Committee have been accepted by the
Board wherever/whenever given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle
Blower Policy. The policy enables the employees to report to the management
instances of unethical behaviour actual or suspected fraud or violation of
Company's Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to
report genuine concerns or grievances and provide for adequate safe guards against
victimization of the Whistle Blower who avails of such mechanism and also
provides for direct access to the Chairman of the Audit Committee in exceptional
cases. The functioning of vigil mechanism is reviewed by the Audit Committee
from time to time. None of the Whistle blowers has been denied access to the Audit
Committee of the Board.

The Whistle Blower Policy of the Company is available on the website of the
Company
epaper.pradeshtoday.com

B) NOMINATION AND REMUNERATION COMMITTEE'

The Company has formed Nomination and Remuneration committee in line with
the provisions of Section 178 of the Companies Act, 2013. Nomination and
Remuneration Committee meetings are generally held for identifying the persons
who are qualified to become Directors and may be appointed in senior management
and recommending their appointments and removal.

During the year under review, 1 (One) Meeting of Nomination and Remuneration
Committee was held on February 14, 2025. The composition of the Committee and
the details of meetings attended by its members are given below:

S.

No.

Name of

Committee

Member

Category

Designation

No. of
meetings
attended

1.

Mr. Nitin
Maheshwari

Independent Director

Chairman

1

2.

Mrs. Gunjan Kaur
Duggal

Independent Director

Member

1

3.

Mr. Kaustubh
Dixit

Non-Executive

Director

Member

1

Nomination and Remuneration Policy:

In accordance with Section 134(3) of the Act, the amended Policy is also uploaded
on the Company's website at
epaper.pradeshtoday.com

C) STAKEHOLDERS RELATIONSHIP COMMITTEE'

Pursuant to the provisions of section 178 of the Companies Act, 2013, the Company
has constituted Stakeholder's Grievance & Relationship Committee mainly to focus
on the redressal of Shareholders' / Investors' Grievances, if any, like Transfer /
Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual
Report; Dividend Warrants; etc.,

During the year under review, 1 (One) Meeting of Stakeholders Relationship
Committee was held on February 14, 2025.

The composition of the Committee and the details of meetings attended by its
members are given below:

S.

No.

Name of

Committee

Member

Category

Designation

No. of

meetings

attended

1

Mrs. Gunjan Kaur
Duggal

Independent

Director

Chairman

1

2

Mr. Nitin
Maheshwari

Independent

Director

Member

1

3

Mr. Kaustubh
Dixit

Non-Executive

Director

Member

1

During the year, the Company had not received any complaints from the
Shareholders. There was no complaint pending as on March 31, 2025.

18. STATUTORY AUDITOR:

At the 13th AGM held on Saturday the September 30, 2023, Members appointed
M/s. S. N. Gadiya & Co., Chartered Accountants, (Firms Registration No.002052C),
Indore, as Statutory Auditors of the Company, for a period of five years from the
conclusion of the 13th AGM till the conclusion of the 18thAGM. Pursuant to the
provisions of Section 40 of the Companies Amendment Act, 2017, which was
notified on May 7, 2018, Members are not required to ratify appointment of
Statutory Auditors at every AGM. Pursuant to the provisions of Sections 139(1) and
141 of the Act, the Company has received Certificate from M/s. S. N. GADIYA &
CO., Chartered Accountants, certifying that if they are appointed as Auditors, their
appointment would be as per the conditions prescribed by the said Sections.

19. SECRETARIAL AUDITOR

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as
HS Associates), Practicing Company Secretaries, as Secretarial Auditor of the
Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to
issue Secretarial Audit Report as per the prescribed format under rules in terms of
Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report
is appended to this Annual Report as
Annexure A to Director's Report.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company
Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e.
from FY2025-26 to 2029-30, subject to approval of the Members at the ensuing AGM.

20. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules
made there under (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), the board of directors of the company on
recommendation of Audit Committee, at their meeting held on May 30 2024 had
appointed M/s. Tanishq Tharani & Co, Chartered Accountants of India, having
membership number 029091C, as Internal Auditors to conduct Internal Audit for
the financial year 2024-25.

21. Explanation or comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Auditors and the Practicing Company Secretary in their
Reports:

The auditor's report for the financial year 2024 - 25 does not contain any
qualifications, reservation or adverse remark. The Auditor's Report is enclosed with
the financial statements in this Annual Report.

Observations of Secretarial Auditor:

(a) The Company has received Show Cause Notice dated 12th June, 2024 from
National Stock Exchange of India Limited (NSE) for Violation of Regulation 6(1)
of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 i.e.,
with regards to same default of Non-appointment of Company Secretary for the
interim period between 22nd September, 2023 to 5th March, 2024. National Stock
Exchange of India Limited (NSE) vide its Show Cause Notice, levied a penalty
of Rs. 76,700/- (Rs. 65,000 GST 18%).

Board's Reply: The Company filed application on 20th June, 2024, for waiver of
penalty of Rs. 76,700 which was levied by the NSE vide their letter dated 12th June,
2024. The waiver application was rejected by NSE vide their communication on 15th
August, 2024. Thereafter, the Company paid the said penalty of Rs. 76,700/ - (Rs.
65,000 GST 18%) to the NSE on 21st August, 2024. The matter is now closed from
the Company's side.

22. CORPORATE GOVERNANCE:

Since the Company is listed on SME Emerge Platform of NSE, by virtue of Regulation
15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("
LODR") the compliance with the corporate governance provisions as specified in
regulations 17 to 27 and clauses (b) to (i) of sub regulation (2) of Regulation 46 and
Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate
Governance Report does not form part of this Annual Report.

23. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY
BENEFIT ACT 1961:

The

Company has complied with the provisions of the Maternity Benefit Act, 1961, and
during the year, there was no claim for maternity benefits by any woman employee.
The Company continues to comply with the provisions of the Maternity Benefit Act,
1961, The Company remains committed to fostering an inclusive and supportive
workplace for its women employees.

24. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.

25. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-
enactment(s) for the time being in force).

26. PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each whole-time director and key managerial personnel
(KMP) to the median of employee's remuneration as per section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 Forms part of the
Boards report
(Annexure B).

There have been no employees other than Managing Director, CFO and CS who is
drawing the remuneration as specified in Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, therefore the required details are
not provided in this report.

27. DISCLOSURE OF SEXUAL HARSSEMENT OF WOMEN AT WORKPLACE:

The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
there under for prevention and redressal of complaints of sexual harassment at
workplace.

During the year and under review the Company has not received any complaints on
sexual harassment.

The details as required under the law for the compliant is provided below:

Number of complaints
of sexual harassment
received in the year;

Number of complaints
disposed off during the
year

Number of cases pending
for more than ninety days

NIL

NIL

NIL

28. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.

29. INTERNAL FINANCIAL CONTROLS

The Company's internal control systems are commensurate with the nature of its
business and the size and complexity of its operations. These are routinely tested and
certified by Statutory Auditors. Significant audit observations and follow up actions
thereon are reported to the Audit Committee.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER
SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988:

(A) Conservation of energy: -

i. The steps taken or impact on conservation of energy:

Use of Energy efficient LED lights at office area, Street light and shop floor and
parking area at all offices, branches and units.

Avoiding use of Elevators to conserve Electric Energy.

ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii. The capital investment on energy conversation equipment's: N.A.

(B) Technology absorption:

i. The efforts made towards technology absorption: N.A.

ii. The benefits derived like product improvement, cost reduction product
development or import substitution:

In respect of Newspaper, Company has explored the possibilities to increase its
circulation sales and reduction is cost.

iii. In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year):

(a) No technology has been imported during previous three financial years.

(b) The year on 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

iv. The expenditure incurred on Research and Development:

No expenditure exclusively on Research and Development has been incurred
during

Foreign exchange earnings and out-go are set out below:

Particulars

Financial year

Financial year

ended on March

ended on March

31, 2025 (in INR (in

31, 2024 (in INR (in

Lakhs)

Lakhs)

Foreign Exchange Earnings

Nil

Nil

Foreign Exchange Outgo

Nil

Nil

(Including capital goods and other expenditure)

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

There were no transactions entered into with related parties as defined under
Companies Act, 2013 during the year were in the ordinary course of business and on an
arm's length basis, and did not attract provisions of Section 188 of Companies Act, 2013
relating to approval of shareholders. There have been no material related party
transactions undertaken by the Company under Section 188 of the Companies Act, 2013
and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of
Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules 2014 - 'AOC-2'.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

During the Year, The Company has not given any loans or not made any investments.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

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

34. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS
PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its Committees and individual Directors, including the Chairman
of the Board. The exercise was carried out through a structured evaluation process
covering various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties & obligations,
governance issues etc. Separate exercise was carried out to evaluate the performance of
individual Directors including the Board Chairman who were evaluated on parameters
such as attendance, contribution at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the
Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.

35. RISK MANAGEMENT POLICY:

The Company has laid down sufficient procedures about risk assessment and its
elimination and/or its minimization.

The Company has adopted a Policy on Risk Management, to ensure sustainable
business growth with stability and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the Company's business. In order to
achieve the key objective, this Policy establishes a structured and disciplined approach
to Risk Management, in order to guide decisions on risk related issues.

The Company's management systems, organizational structures, processes, standards,
code of conduct, Internal Control and Internal Audit methodologies and processes that
governs how the Company conducts the business of the Company and manages
associated risks.

36. OTHER DISCLOSURES:

The Board of Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the financial year
2024-2025.

1. Deposits covered under Chapter V of the Companies Act, 2013.

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

3. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.

4. The Company does not have any Employees' Stock Option Scheme.

5. 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.

6. The Company has not received any complaints under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company's operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

9. There was no change in the nature of business of the Company, during the year under review.

37. RATING:

Company has not been taken Credit Rating from any credit Rating Agency.

38. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

The Management's Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 (e) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 is annexed to this Report.

39. POLICIES:

The Company seeks to Promote Highest levels of ethical standards in the normal
business transactions guided by the value system. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for
Listed Companies. The Policies are reviewed periodically by the Board and are updated
based on the need and compliance as per the applicable laws and rules and as amended
from time to time. The policies are available on the website of the Company at
epaper.pradeshtoday.com

40. CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read
with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding corporate social
responsibility do not apply to the company for the period under review.

41. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant of the provisions of the Companies Act, 2013 and as per regulation 17(10) of
the SEBI (LODR) Regulation, 2015, the Company has devised a policy containing criteria
for evaluating the performance of the independent. Non-Executive and Executive
Directors, Board and committees. Feedback was sought by way of structured
questionnaire covering various aspects of the Boards functioning, such as adequacy of
the composition of the Board and its committee, Board culture, execution and
performance of specific duties, obligations and governance. The manner in which
evolution has been carried out in the Corporate Governance report, forming part of this
Annual Report.

42. FAMILIARISATION PROGRAMME FOR DIRECTORS:

Upon appointment of a new Independent Director, the Company issues a formal Letter
of Appointment, which sets out in detail, inter-alia, the terms and conditions of
appointment, their duties, responsibilities and expected time commitments. The terms
and conditions of their appointment are disclosed on the Company's website.

The Board members are provided with the necessary documents, presentation, reports
and policies to enable them to familiarize with the Company's procedures and practices.
Periodic presentations are made at the meetings of Board and its Committees, on
Company's performance. Detailed presentations on the Company's businesses and
updates on relevant statutory changes and important laws are also given in the meetings

The policy on Company's familiarization program for Independent Directors is posted
on Company's website at
epaper.pradeshtoday.com

43. INSOLVENCY AND BANKRUPTCY CODE:

During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of
application made or proceeding pending at the end of financial year is not applicable.

44. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES,
2014:

During the year, there were no instances where your Company required the
valuation for one time settlement or while taking the loan from the Banks or
Financial institutions. The requirement to disclose the details of difference between
amount of valuation done at the time of onetime settlement and valuation done
while taking loan from the Banks and Financial Institutions along with the reasons
thereof is also not applicable.

45. CAUTIONARY STATEMENT

Statements in the Board's Report and the Management Discussion & Analysis describing
the Company's objectives, expectations or forecasts may be forward looking within the
meaning of applicable securities laws and regulations. Actual results may differ
materially from those expressed in the statement. Important factors that could influence
the Company's operation include global and domestic demand and supply conditions
affecting selling prices of Raw Materials, Finished Goods, input availability and prices,
changes in government regulations, tax laws, economic developments within and
outside the country and various other factors.

46. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for assistance and co-operation
received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review. Your Directors also wish to place
on record their deep sense of appreciation for the committed services by the executives,
staff and workers of the Company.

On Behalf of Board of Directors
Sd/-

Hradayesh Kumar Dixit
Managing Director
DIN: 03146320

Place: Bhopal

Date: 04th September, 2025