Dear Members,
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 (PIS) 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:
(_ in lakhs, except per equity share data)
|
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 |
501.22 |
579.17 |
540.22 |
608.79 |
| Expenses, Exceptional Items & Tax
Expenses |
|
|
|
|
| Less: Depreciation and Amortization |
350.51 |
366.75 |
443.64 |
553.00 |
| Profit / (Loss) before Exceptional Items
& Tax |
150.71 |
212.42 |
96.58 |
55.79 |
| Expenses before share of profit in associate |
|
|
|
|
| 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 |
- |
(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 |
3454.71 |
3340.45 |
3461.17 |
3416.69 |
| Financial Year |
|
|
|
|
| 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 _] - |
0.00 |
(0.02) |
0.00 |
(0.02) |
| Discontinued Operations |
|
|
|
|
| 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 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 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 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, in terms of applicable Secretarial
Standard on justification 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, byvirtueoftheirqualification 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 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 notcallforanyfurtherclarifications 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 -explanatory. The report
is confirming compliance by anyqualification 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 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, technology absorption initiatives requiring disclosure
under the aforesaid therewerenosignificant 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
Companyduring year were in the ordinary financial 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 significantand 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 Companyincludesidentificationof 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 |
|