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Company Information

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SAMBHAAV MEDIA LTD.

23 October 2026 | 12:00

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 470.73
Market Cap. 110.65 Cr. 52Week Low 5 P/BV / Div Yield (%) 1.34 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

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

The Directors of your Company are pleased to present the 36th Annual Report to the Members with
the Audited Financial Statements for the Financial Year ended on 31 March 2026.

STATE OF AFFAIRS AND REVIEW OF OPERATIONS:

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

From TOP FM to LFM

During the year under review, the Company strategically rebranded its radio network from "TOP FM"
to "LFM" with effect from 19 March 2026. The new brand identity, "LFM", symbolizes "Laughter" and
reflects the Company's vision of delivering joyful, engaging and enriching content to its listeners.
The rebranding initiative is aimed at strengthening emotional connect with audiences through
entertainment-driven programming, humor-centric shows and relatable content experiences. The
refreshed brand positioning is expected to enhance listener engagement, improve brand recall
and expand the network's appeal across diverse demographics and geographies. The new brand is
associated with the broad marketing strategy and the Company believes that this transformation will
further reinforce its position in the evolving radio and entertainment landscape while creating long¬
term value for listeners, advertisers and stakeholders.

FINANCIAL HIGHLIGHTS:

The performance of the Company for the Financial Year 2025-26 is as under:

Standalone

Consolidated

Particulars

March 31, 2026

March 31, 2025

March 31, 2026

March 31, 2025

Revenue from Operations

3867.30

3745.25

4310.08

4187.13

Add; Other Income

136.73

189.35

107.64

155.50

Total Income

4004.03

3934.60

4417.72

4342.63

Profit / (Loss) before Finance Costs, Depreciation
& Amortization Expenses, Exceptional Items &
Tax Expenses

614.13

684.49

653.19

714.19

Less: Finance Costs

112.91

105.32

112.97

105.40

Profit/(Loss) before Depreciation & Amortization
Expenses, Exceptional Items & Tax Expenses

501.22

579.17

540.22

608.79

Less: Depreciation and Amortization

350.51

366.75

443.64

553.00

Profit / (Loss) before Exceptional Items & Tax
Expenses before share of profit in associate

150.71

212.42

96.58

55.79

Share of profit/(Loss) of Associate

-

-

2.38

-

Profit/(loss) before Exceptional Items & Tax
Expenses

150.71

212.42

98.96

55.79

Add: Exceptional Item (Income)

-

-

-

-

Profit Before Tax

150.71

212.42

98.96

55.79

Less: Tax Expenses

106.31

65.51

90.77

24.46

Profit After Tax

44.40

146.91

8.19

31.33

Profit/(Loss) from Discontinued operations

Profit/(Loss) from Discontinued operations

-

(49.82)

-

(49.82)

Tax on Profit/(Loss) from Discontinued
Operation

-

12.54

-

12.54

Profit/(Loss) from Discontinued operations

-

(37.28)

-

(37.28)

Profit/(Loss) for the year

44.40

109.63

8.19

(5.95)

Other Comprehensive Income

(34.68)

4.63

(44.18)

5.46

Total Comprehensive Income

9.72

114.26

(35.99)

(0.49)

Add: Balance Brought forward from previous
Financial Year

3454.71

3340.45

3461.17

3416.69

Profit available for Appropriation

3464.43

3454.71

3425.17

3416.20

Add: Security Premium

2,995.47

2,995.47

2,995.46

2,995.46

Add: Capital Reserve

2.28

2.28

2.28

2.28

Surplus carried to Balance Sheet

6462.18

6452.46

6422.92

6413.94

Share Capital

1,911.11

1,911.11

1,911.11

1,911.11

Net Worth

8373.29

8363.57

8353.25

8370.03

Earning Per Share [EPS]

Basic & Diluted Earnings before Exceptional
items per Equity Share [EPS] [in ?] - Continuing
Operations

0.02

0.08

0.01

0.02

Basic & Diluted Earnings before Exceptional
items per Equity Share [EPS] [in ?] -
Discontinued Operations

0.00

(0.02)

0.00

(0.02)

Basic & Diluted Earning after Exceptional items
per Equity Share [EPS] [in ?]

0.02

0.06

0.01

(0.00)

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

CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there was no change in the nature of business of the
Company. The Company continues to operate across its core media and communication verticals
including print media, television broadcasting, radio broadcasting and technology-enabled media
solutions. However, as part of its ongoing brand transformation and strategic initiatives, the Company
rebranded its radio network from "TOP FM" to "LFM" with effect from 19 March 2026. The rebranding
reflects the Company's focus on strengthening audience engagement through entertainment-driven
programming and enhancing brand visibility across markets. The said rebranding does not constitute
a change in the nature of business but represents a strategic repositioning of the Company's radio
business in line with evolving consumer preferences.

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

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

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

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

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

During the year under review, there has been no change in subsidiaries, associates and joint ventures
of your Company. Except however, consequent upon acquisition of further shares, during the year,
Gujarat News Broadcasters Private Limited has become associate of the Company w.e.f. 04 December
2025.

AMOUNT TO BE TRANSFERRED TO GENERAL RESERVES:

The Company has transferred the profit earned during the year under review to the General Reserve.
DIVIDEND:

Foreseeing the requirement of financial resources for the project execution, future growth, and in
order to create strong economic base and long-term value for the investors; your directors have
decided not to recommend any dividend for the financial year ended on 31 March 2026.

PUBLIC DEPOSITS:

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

INSURANCE:

All the existing properties of the Company are adequately insured.

DIRECTORATE:

• Pursuant to Section 152 of the Companies Act, 2013, Mr. Jagdish Pavra (DIN: 02203198), Whole
Time Director retires by rotation at the ensuing Annual General Meeting of the Company and
being eligible offers himself for reappointment.

• During the year under review, there is no change in the Board of Directors and key Managerial
Personnel of the Company except Mr. Manoj B. Vadodaria (DIN:00092053) has been reappointed
as Managing Director for a period of 3 (three) years w.e.f 28 January 2026.

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

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

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

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

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

Declaration given by Independent Directors:

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

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and SEBI Circular date 10 May 2018; an annual
performance evaluation of the members of the Board of its own individually and working of various
committees of the Board was carried out. Further in a separate meeting of the Independent Directors
held on 27 January 2026 without presence of other Directors and management, the Independent
Directors had, based on various criteria, evaluated performance of the Chairman and also performance
of the other members of the Board. Evaluation of Independent Directors was done at Board Meeting
dated 06 May, 2025 without the presence of any Independent Director. The manner in which the
performance evaluation was carried out has been explained in the Corporate Governance Report
annexed with this report.

Board and Committee Meetings:

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

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

REPORTING OF FRAUD:

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

ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION:

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

SHARE CAPITAL:

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

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

STATUTORY AUDITORS AND AUDITORS' REPORT:

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

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

The Auditors' Report for the financial year 2025-26 to the Members for the year under review by M/s.
Dhirubhai Shah & Co LLP attached to this Annual Report does not contain any qualification or adverse
remark and the report is self-explanatory and therefore do not call for any further clarifications under
Section 134(3) (f) of the Act.

COST AUDIT:

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

COMPANY SECRETARIAL AUDITORS AND SECRETARIAL AUDITOR'S REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed Mr. Umesh
Ved, Practicing Company Secretary (Membership No. 4411) of M/s. Umesh Ved & Associates, to
undertake the Secretarial Audit of the Company for the year 2025-26. The report of the Secretarial
Auditor is annexed herewith as "Annexure B". The report of the secretarial auditor does not contain
any qualification or adverse remark and is self-explanatory. The report is confirming compliance by
the Company of all the provisions of applicable corporate laws.

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

Pursuant to the SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023,
as updated on January 30, 2026 and as amended from time to time the Company has obtained
an Annual Secretarial Compliance Report from M/s. Umesh Ved & Associates, Practicing Company
Secretaries, Ahmedabad which is available on the Company's website at www.sambhaav.com under
'Investor' segment.

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended from time to time, the Members of the Company at the 35th Annual General Meeting
have approved the appointment of M/s. Umesh Ved & Associates, Practicing Company Secretaries
(Peer Reviewed Firm - Firm Registration No. 6564/2025), as Secretarial Auditor of the Company for a
term of five (5) consecutive years, commencing from FY 2025-26 to FY 2029-30.

AUDIT COMMITTEE:

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

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with
Section 177(9) of the Act and Regulation 22 of SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Vigil Mechanism (Whistle Blower Policy) for the
employees of the Company. The objective behind such policy is to establish a redressal forum,
which addresses all concerns raised on questionable practices and through which the Directors and
employees can raise instances of unethical behavior, actual or suspected fraud or violation of the
Company's code of conduct to the management. No Personnel have been denied access to the Audit
Committee. The details of the Whistle Blower Mechanism are explained in the Corporate Governance
Report and such policy is available on the Company's website at
www.sambhaav.com under 'Investor'
segment. During the year under review, the company has not received any whistle blower complaint.

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

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

During the Financial Year 2025-26,

a. number of complaints of sexual harassment received in the year - NIL

b. number of complaints disposed off during the year - NIL

c. number of cases pending for more than ninety days - NIL

CONFIRMATION TO THE COMPLIANCE RELATING TO THE MATERNITY BENEFITS ACT, 1961

During the year review, Company has complied with the provisions relating to the Maternity Benefits
Act, 1961.

MONITORING AND PREVENTION OF INSIDER TRADING:

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

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

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology
absorption and foreign exchange earnings and outgo are provided below:

Conservation of Energy and Technology Absorption: The Company remains committed to the
efficient utilization and conservation of energy across its operations. Energy conservation continues
to be an integral part of the Company's operational philosophy and sustainability initiatives. Various
measures have been adopted to ensure optimum utilization of energy resources, including continuous
monitoring of energy consumption, maintenance of energy-efficient systems and equipment, and
implementation of best operational practices aimed at reducing energy wastage. All energy-consuming
equipment and infrastructure are subjected to regular monitoring and preventive maintenance to
enhance efficiency and ensure responsible usage of resources. The Company continuously evaluates
opportunities for improving energy efficiency and remains committed to adopting environmentally
sustainable practices in its operations. Considering the nature of the Company's business activities,
there were no significant technology absorption initiatives requiring disclosure under the aforesaid
provisions during the year under review. The Company, however, continues to explore and adopt
appropriate technological solutions and digital tools to enhance operational efficiency, productivity
and service delivery wherever feasible.

Foreign Exchange Earnings and Outgo: During the financial year under review, the Company did
not have any foreign exchange earnings or outgo. In view of the nature of the Company's operations,
no further particulars are required to be disclosed under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

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

As regards investments by the Company, the details of the same are provided under Note No. 4
forming part of the notes to financial statements of the Company for the financial year 2025-26.
Details of loans given to other persons covered under Section 186 of the Companies Act, 2013 are
given in the Note No. 35 of the notes to the standalone financial statements.

RELATED PARTY TRANSACTIONS:

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

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

INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

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

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

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

MATERIAL CHANGES:

No material change has taken place after 31 March 2026 and till the date of this report.

EMPLOYEES:

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

PARTICULARS OF EMPLOYEES:

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

COMPLIANCE WITH SECRETARIAL STANDARDS:

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

COMPLIANCE WITH ACCOUNTING STANDARDS IND AS:

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

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

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

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

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

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

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

ANNUAL RETURN:

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

CREDIT RATING:

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

RISK MANAGEMENT & RISK MANAGEMENT POLICY:

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Your Company does not fall within the Top 1000 Companies by market capitalization at the stock
exchanges i.e. BSE Limited and National Stock Exchange of India Ltd. during the financial year 2025¬
26 and previous financial year 2024-25 and therefore in terms of SEBI Circular dated 10 May 2021;
the requirement of filing and publishing Business Responsibility and Sustainability Report is not
applicable to your Company.

APPRECIATIONS AND ACKNOWLEDGEMENTS:

Your Directors place on record their deep appreciation to employees at all levels for their hard work,
dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled
the Company to become resilient and meaningful player in the media industry. Your Directors would
also like to places on record its appreciation for the support and cooperation your Company has been
receiving from its Stakeholders, Corporations, Government Authorities, Joint Venture partners and
others associated with the Company. The Directors also take this opportunity to thank all Investors,
Clients, Vendors, Banks, Financial Institutions, Government and Regulatory Authorities and Stock
Exchanges, for their continued support. Your directors also wish to record their appreciation for the
continued co-operation and support received from the Consultants and Advisors. Your Company
looks upon them as partners in its progress and has shared with them the rewards of growth. It will
be the Company's endeavor to build and nurture strong links with the business based on mutuality of
benefits, respect for and cooperation with each other, consistent with consumer interests.

Date: 20 May 2026 For and on behalf of the Board of Directors

Place: Ahmedabad of Sambhaav Media Limited

(CIN: L67120GJ1990PLC014094)

Manoj B. Vadodaria

Chairman & Managing Director
DIN: 00092053