Your Board of Directors has the pleasure of presenting the 83^rd 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, 2026. The Consolidated performance of the Company and its subsidiary has been referred to
wherever required.

1. Financial Highlights:

The Company's financial performance, on standalone and consolidated basis, for the FY ended March 31, 2026
is summarized hereinbelow:

Figures of the previous FY have been regrouped/re-arranged wherever considered necessary

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

During the Financial Year 2025-26, the Company recorded a resilient operational performance, notwithstanding a
challenging business environment. Revenue from Operations increased significantly by 49.76% to '43,782.03 Lakhs
as against '29,234.32 Lakhs in the previous financial year. Total Revenue stood at '45,605.81 Lakhs, registering
a growth of 38.45% over '32,939.88 Lakhs reported in the previous year, primarily driven by higher operational
revenues. Operating Expenditure (excluding depreciation and finance costs) increased to '34,974.99 Lakhs from
'22,345.43 Lakhs in the previous year, largely in line with the scale of operations. Consequently, Earnings Before
Interest, Depreciation, Tax and Amortisation (EBIDTA) improved marginally to '10,630.82 Lakhs from '10,594.45
Lakhs in the previous financial year. However, the EBIDTA Margin moderated to 23.31% from 32.16%. Finance Cost
remained at a negligible level of '17.33 Lakhs as compared to '20.36 Lakhs in the previous year, while Depreciation
and Amortisation Expenses stood at '693.30 Lakhs, as against '722.31 Lakhs in FY 2024-25. The Exceptional Items
include '241.13 Lakhs towards incremental impact of gratuity on account of implementation of the new labour

codes and '39.19 Lakhs on account of profit on sale of the assets during the financial year as against '47.49 Lakhs
during the previous financial year. Accordingly, Profit Before Tax (PBT) stood at '9,718.25 Lakhs, as compared to
'9,899.27 Lakhs in FY 2024-25. The tax expense for the year amounted to '2,977.96 Lakhs, resulting in a Profit
After Tax (PAT) of '6,740.29 Lakhs, as against '7,745.66 Lakhs in the previous financial year. Consequently, the
PAT Margin stood at 15.40%, compared to 26.50% in FY 2024-25. The Company's revenue growth, operating
performance and financial management will continue to support its long-term growth objectives and create
sustainable value for all stakeholders.

Consolidated Performance

On a consolidated basis, the Group delivered notable revenue growth during the Financial Year 2025-26. Revenue
from Operations increased by 49.46% to '43,970.39 Lakhs from '29,418.38 Lakhs in the previous financial year.
Total Revenue increased by 38.19% to '45,806.96 Lakhs, as against '33,148.32 Lakhs in FY 2024-25. Operating
Expenditure (excluding depreciation and finance costs) increased to '35,332.88 Lakhs from '22,574.70 Lakhs,
reflecting the increased scale of business operations. EBIDTA stood at '10,474.08 Lakhs, as against '10,573.62
Lakhs in the previous financial year. Consequently, the EBIDTA Margin moderated to 22.87% from 31.90% in
FY 2024-25. Finance Cost remained at '17.33 Lakhs, while Depreciation and Amortisation Expenses were '700.72
Lakhs, compared to '732.02 Lakhs in the previous financial year. The Exceptional Items include '242.13 Lakhs
towards incremental impact of gratuity on account of implementation of the new labour codes and '39.19 Lakhs
on account of profit on sale of the assets during the financial year as against '47.49 Lakhs during the previous
financial year. Accordingly, Profit Before Tax (PBT) stood at '9,553.09 Lakhs, compared to '9,868.73 Lakhs in
FY 2024-25. The consolidated tax expense amounted to '2,968.76 Lakhs, resulting in a Consolidated Profit After
Tax (PAT) of '6,584.33 Lakhs, as against '7,712.15 Lakhs in the previous financial year. The PAT Margin stood at
14.97%, compared to 26.21% in FY 2024-25.

The Audited Standalone and Consolidated Financial Statements for the FY ended March 31, 2026, 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:

Your Directors have pleasure in recommending a dividend of ' 5.00/- per equity share for the financial year
ended March 31, 2026, subject to the approval of Members at the ensuing Annual General Meeting ("AGM") of
the Company. This would entail an outflow of ' 378.47 Lakhs. Upon approval of Members, it will be paid to all
the Members whose name appears in the register of members as on Friday, August 14, 2026 (being the record
date fixed for this purpose). In accordance with Regulation 43A of the Listing Regulations, the Company has
adopted a Dividend Distribution Policy and the recommendation of the dividend by the Board is in accordance
with the “Dividend Distribution Policy" of the Company and the same is available on the website under the link
https://epapercdn.sandesh.com/investors/ii.%20Dividend%20Distribution%20Policy.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 FY 2025-26, 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 2025-26, the applicable Indian Accounting Standards
("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 Directors:

As on March 31, 2026, the Company has eight (8) Directors with a 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 83^rd Annual Report.

A. Board Meetings:

The Board of Directors of the Company met four (4) times during the FY 2025-26. 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 83^rd Annual Report.

B. Change in Directors, and Key Managerial Personnel:i. Appointment, Cessation, and Change in Designation of the Directors:

a) Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company,
Shri Rahoul Rajivkumar Shah (DIN: 00054684), retires by rotation and being eligible, offers
himself for re-appointment at the 83^rd AGM of the Company. The Board of Directors, based on
the recommendation of the Nomination and Remuneration Committee, has recommended his re¬
appointment. A resolution seeking approval of the Members for the re-appointment of Shri Rahoul
Rajivkumar Shah forms part of the Notice of the 83^rd AGM. Pursuant to the provisions of Regulation
36 of the Listing Regulations and the applicable Secretarial Standards on the General Meetings, the
requisite details of Shri Rahoul Rajivkumar Shah are furnished in the Notice convening 83^rd AGM.

b) The Board, at its meeting held on May 29, 2026, based on the recommendation of the Nomination
and Remuneration Committee, approved the re-appointment of Shri Falgunbhai C. Patel (DIN:
00050174) as Managing Director designated as “Chairman and Managing Director" of the Company
for a period of 5 (five) years commencing from April 01, 2027 till March 31, 2032 (both days inclusive).
Further, pursuant to Regulation 17(6)(e) of the Listing Regulations and other applicable provisions,
the Board approved, subject to the approval of the Members of the Company at their ensuing
Annual General Meeting, for the payment of remuneration to Shri Falgunbhai C. Patel, the Chairman
& Managing Director of the Company being Promoter of the Company, notwithstanding the annual
remuneration payable to him may exceed '5 Crores or 2.5% of the net profits of the Company
calculated as per the provisions of Section 198 of the Companies Act, 2013, whichever is higher, or
the aggregate annual remuneration of all the Promoter Directors may exceed 5% of the net profits
of the Company, calculated as per the provisions of Section 198 of the Act, during the tenure of
his re-appointment for a period of five years commencing from April 01, 2027 till March 31, 2032.
The resolutions seeking approval from the Members for the reappointment of Shri Falgunbhai C.
Patel and his remuneration, as aforesaid, forms part of the Notice of the 83^rd AGM. Pursuant to the
provisions of Regulation 36 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 83^rd AGM.

c) The Board, at its meeting held on August 05, 2026, based on the recommendation of the Nomination
and Remuneration Committee, approved the continuation of directorship of Smt. Pannaben F. Patel
(DIN: 00050222) as a Non-Executive Director of the Company, notwithstanding her attaining the
age of seventy-five (75) years on October 17, 2027, pursuant to Regulation 17(1A) of the Listing
Regulations and other applicable provisions. A resolution seeking approval from the Members for
the continuation of directorship of Smt. Pannaben F. Patel, as Non-executive Director, as aforesaid,
forms part of the Notice of the 83^rd AGM. Pursuant to the provisions of Regulation 36 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 83^rd AGM.

Composition of the Board of Directors of the Company as on March 31, 2026 is as below:

Sr. Executive /

.. Name of Directors DIN .. . Designation

No. Non-executive

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 Women 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 Women Director

Non-Executive

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. To fill the vacancy caused
due to the resignation of Shri Hardik Patel, Shri Hardik Joshi has been appointed as Company Secretary
and Compliance Officer of the Company with effect from August 05, 2025.

Except as mentioned above, during the FY 2025-26, none of the Key Managerial Personnel (“KMP") has
tendered resignation, and no person was appointed as KMP of the Company.

Pursuant to the provisions of Section 203 of the Act, the KMP of the Company as on March 31, 2026,
are as under

* Appointed as Company Secretary of the Company w.e.f. August 05, 2025.

C. Independent Directors:

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

The Company has received the necessary declarations 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 the highest standards of integrity. The Corporate Governance Report, which forms part of the 83^rd 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 Non-executive Independent 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:

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 roles, rights & responsibilities, and also strategies, operations, and functions
of the Company. In accordance to 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 which can be accessed at http://epapercdn.sandesh.com/investors/Details_of_familiarization_
programmes.pdf.

E. Disqualification of the Directors:

Further, none of the Directors on the Board of the Company has 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. M. C. Gupta & Co., a Practicing Company
Secretary, and the same forms part of the 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 annexed herewith this Report and marked as Annexure A.

G. 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 the composition, roles and responsibilities, and other relevant
details of each of the above Committees.

H. 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 said
policy is also available on the website of the Company and can be accessed at https://epapercdn.sandesh.
com/investors/xv.%20Nomination%20and%20Remuneration%20Policy.pdf.

I. 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 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.

J. Pecuniary relationships or transactions of Non-executive Directors with the Company:

None of the Non-executive Directors of the Company had any pecuniary relationships or transactions with
the Company during the FY 2025-26, 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, 2026.
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 83^rd 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 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 Ind-AS and the Listing Regulations. The Consolidated Financial Statements for
the FY 2025-26 forms part of this 83^rd 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 are available on the Company's website. The financial statements of
the subsidiary of the Company are also available on the Company's website.

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 athttps://epapercdn.sandesh.com/investors/ix.%20Policy%20for%20
determining%20Material%20Subsidiary.pdf. The performance and business highlights of the Subsidiary Company
of the Company during the FY 2025-26 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 2025-26, SDPL has recorded revenue from operation of ' 209.47 Lakhs as compared to ' 205.07 Lakhs
in the previous Financial Year; whereas, total loss before tax was ' 165.16 Lakhs as compared to ' 30.54 Lakhs in
previous Financial Year. Further, SDPL recorded total loss after tax ' 155.96 Lakhs as compared to ' 33.51 Lakhs
in the previous Financial Year.

11. Amalgamation of Wholly-owned Subsidiary Company into and with the Company:

The Board of Directors in its meeting held on August 05, 2026 approved the scheme of amalgamation of Sandesh
Digital Private Limited, a Wholly-owned Subsidiary of the Company into and with the Company in accordance with
the provisions of Section 230 to Section 232 and other applicable provisions of the Act and rules made thereunder.
Such approval of amalgamation is subject to the receipt of the requisite approvals from the shareholders, National
Company Law Tribunal ("NCLT"), the stock exchanges, and/or such other statutory authorities as may be applicable.

The said amalgamation is intended to eliminate inter-company transactions and reduce administrative costs;
greater efficiencies in operations with optimum utilisation of resources and increased cost savings are expected
to flow from focused operational efforts, rationalisation, standardisation and simplification of business processes.

Since the transferor company is a wholly owned subsidiary of the Company, no consideration is proposed to be
paid, and no shares of the Company are proposed to be issued pursuant to the Scheme.

Rationale of the scheme and effects of the scheme on stakeholders, including all classes of shareholders, KMP, and
other employees of the Company and a Wholly-owned Subsidiary, and other relevant details are available in the
scheme. The said scheme is available on the website of the Company and can be accessed athttps://epapercdn.
sandesh.com/investors/Scheme of Amalgamation.pdf.

12. Corporate Governance:

A Report on Corporate Governance along with a certificate confirming compliance with the conditions of
Corporate Governance, issued by M/s. M. C. Gupta & Co., a Practicing Company Secretaries, forms part of this
83^rd Annual Report.

13. 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 the FY 2025-26,
all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

14. Auditors and Audit Reports:

a) Statutory Auditors:

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, to hold the office for a period of five (05) consecutive financial years till the conclusion of the
85^th 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 FY 2025-26 forms part of this 83^rd 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 FY 2025-26 does not contain any qualification, reservation, disclaimer,
or adverse remarks. During FY 2025-26, 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 2025¬
26. 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 in the Board Meeting held
on May 29, 2025 to hold the office of Internal Auditors from April 01, 2025 to March 31, 2026. Further, M/s. K.

C. Mehta & Co. LLP, Chartered Accountants, (LLPIN: ABB-3171, Firm Registration Number: 106237W/W100829)

re-appointed as Internal Auditors of the Company in the Board Meeting held on May 29, 2026 to hold the
office of Internal Auditors from April 1, 2026 to March 31, 2027.

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 Auditor:

In Compliance with Regulation 24A of the Listing Regulations and Section 204 of the Act, the Board at its
meeting held on May 29, 2025, based on the recommendation of the Audit Committee, has 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 the first term of five (5) consecutive
years commencing from FY 2025-26 till the FY 2029-30.

e) 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 2025-26, issued by M/s. M. C. Gupta & Co., 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 for the FY 2025-26 do not contain
any qualification, reservation, disclaimer, or adverse remarks. During FY 2025-26, 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.

15. Cost Records:

The Company is not required to comply with the requirements of maintaining the cost records specified by the
Central Government under the 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 2025-26.

16. Business Responsibility and Sustainability Report:

The Business Responsibility and Sustainability Report ("BRSR") as required under Regulation 34(2)(f) of Listing
Regulations is not applicable to the Company.

17. 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, 2026, the Company had 434 employees on its payroll.

18. 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 annexed
herewith this Report and marked as Annexure D, which is an integral part of this Report.

19. 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 83^rd Annual Report. The statements in this 83^rd 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.

20. 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 athttps://epapercdn.sandesh.com/
investors/xiii.%20CSR%20Policy.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.

21. 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".

22. Borrowing:

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

23. Insurance:

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

24. 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 83^rd 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%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 83^rd Annual Report.

25. 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 2025-26. 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 FY 2025-26.

26. 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 athttps://epapercdn.sandesh.com/investors/vii.%20Vigil%20
Mechanism%20&%20Whistle%20Blower%20Policy.pdf.

27. 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 athttps://
epapercdn.sandesh.com/investors/vi.%20Code%20of%20Conduct%20of%20Board%20of%20Directors%20
and%20Senior%20Management%20Personnel.pdf. All directors and the members of the senior management of
the Company have affirmed compliance with the said Code for the FY 2025-26. 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 forms part of this 83^rd Annual Report.

28. 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, 2026, is available on the website of the Company and can be accessed athttps://epapercdn.
sandesh.com/investors/Draft Annual Return 2025-26 1.pdf.

29. Litigation:

There was no material litigation outstanding as on March 31, 2026, and the details of pending litigation, including
tax matters, are disclosed in the Financial Statements.

30. 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 83^rd Annual
Report. During FY 2025-26, the Company has not taken any loan from the Directors and/or their relatives.

31. 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 FY 2025-26, 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 a potential conflict with the interests of the Company at large.

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 for dealing
with Related Party Transactions. The Related Party Transactions Policy is uploaded on the Company's website
and can be accessed athttps://epapercdn.sandesh.com/investors/v.%20RPT%20Policy.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 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.

32. 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 2025-26.

33. Listing Fees:

The Company confirms that it has made payment of annual listing fees for the FY 2025-26 to BSE and NSE.

34. 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 '15,00,00,000/- (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, 2026, 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 the FY 2025-26, the Company has not issued shares with or without differential voting rights
as to dividends, 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 Employee Stock Options Scheme or any other scheme during the FY 2025-26.

D. 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 2025-26, 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.

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

During the FY 2025-26, the Unpaid/Unclaimed Dividend for the Financial Year 2017-18 amounting to ' 1,54,285/-
(Rupees One Lakh Fifty-Four Thousand Two Hundred Eighty-Five Only), was 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 83^rd Annual Report for further details.

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 FY 2025-26, 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.

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, 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.

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.

Details pertaining to complaints of Sexual Harassment are mentioned below:

Kindly refer to the relevant section of the Corporate Governance Report, which forms part of this 83^rd Annual
Report, for the summary of sexual harassment complaints received and disposed of during the FY 2025-26.

I. Disclosure under the Maternity Benefit Act, 1961:

Since no event occurred during the FY 2025-26 that would attract the provisions of the Maternity Benefit
Act, 1961, the said Act was not applicable for the period under reporting.

J. 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 the FY 2025-26, 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.

K. 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 2025-26.

L. Frauds:

During the FY 2025-26, 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 Board's Report.

35. 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, 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 FY 2025-26.

For and on behalf of the Board
FALGUNBHAI C. PATEL

Date: August 5, 2026 Chairman & Managing Director

Place: Ahmedabad DIN: 00050174