Sandesh Ltd

To the Members,

THE SANDESH LIMITED

Your Board of Directors has the pleasure of presenting the 81^st 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, 2024. The Consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. Financial Highlights:

The Company's financial performance (standalone and consolidated) for the year ended March 31,2024 is summarized below:

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

a. Standalone performance:

During the year under review, on standalone basis, the revenue from operations was ? 32,018.84 Lakhs as compared to ? 33,921.72 Lakhs in the previous FY; whereas, the profit before tax was ? 24,087.82 Lakhs as compared to ? 13,411.67 Lakhs during the previous FY. The Company's profit after tax for the year under review was ? 18,869.19 Lakhs as compared to ? 10,201.94 Lakhs in the previous FY.

b. Consolidated performance:

During the year under review, on consolidated basis, the revenue from operations was ? 32,208.83 Lakhs

as compared to ? 34,075.94 Lakhs in the previous FY; whereas, the profit before was ? 24,078.49 Lakhs as compared to ? 13,353.89 Lakhs in the previous FY. The Company's profit after tax for the year under review was ? 18,858.57 Lakhs as compared to ? 10,141.34 Lakhs in the previous FY.

The Audited Standalone and Consolidated Financial Statements for the FY ended March 31, 2024, 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").

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.

The Directors, in their meeting held on February 10, 2024, have declared an interim dividend at the rate of 50% i.e. ? 5/- per Equity Share of Face Value of ? 10/- each, during the Financial Year ended March 31, 2024. The interim dividend payment had an outflow of ? 378.47 Lakhs. The Directors did not recommend a final dividend for F.Y. 2023-24.

The interim dividend declared was in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy of the Company, in terms of Regulation 43A of the Listing Regulations, is available on the website of the Company and can be accessed at https://epapercdn. sandesh.com/investors/ii.%20Dividend%20Distribution%20 Policy.pdf.

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.

The Board of Directors of the Company does not propose to transfer any amount to the Reserves for the year under review.

During the Financial Year 2023-24, there was no change in the nature of business of the Company.

Pursuant to sections 134(3)(c) and 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 year ended March 31, 2024, the applicable accounting standards 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 as at the end of the Financial Year 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, 2024, the Company has eight (8) Directors with an optimum combination of Executive and NonExecutive Directors including two women directors. The Board comprises five (5) Non-Executive Directors, out of which four (4) are Independent Directors. The detailed composition of the Board of Directors of the Company is given in the Corporate Governance Report which is forming part of this Report.

A. Board Meetings:

The Board of Directors of the Company met four (4) times during the Financial Year 2023-24. The particulars of the Board Meetings held and the attendance of each Director are detailed in the relevant section of the Corporate Governance Report forming part of this Report.

B. Change in Directors and Key Managerial Personnel:

i. Appointment, Cessation, and Change in

Designation of the Directors:

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Shri Parthiv F. Patel (DIN: 00050211), retires by rotation and being eligible, offers himself for re-appointment at the 81^st Annual General Meeting ("AGM") of the Company. The Board of Directors, based on the recommendation of the

Nomination and Remuneration Committee, has recommended his reappointment. A resolution seeking approval of the Members for the reappointment of Shri Parthiv F. Patel forms part of the Notice of the 81^st AGM.

The Board of Directors of the Company had, upon recommendation of the Nomination and Remuneration Committee, appointed Shri Sanjay Kumar Tandon (DIN: 00055918), as an Additional Director and also Whole Time Director of the Company, liable to retire by rotation, for a term of five (5) years, effective from September 15, 2020. In the 77^th AGM, the Members of the Company confirmed the appointment of Shri Sanjay Kumar Tandon as a Whole Time Director for the period of five (5) years from September 15, 2020, to September 14, 2025. As the term of Shri Sanjay Kumar Tandon will expire on September 14, 2025, the Board of Directors of the Company, upon recommendation of the Nomination and Remuneration Committee, has recommended the reappointment of Shri Sanjay Kumar Tandon as a Whole Time Director for a further period of five (5) years with effect from September 15, 2025. A resolution seeking approval of the Members for the reappointment of Shri Sanjay Kumar Tandon as a Whole Time Director cum Chief Financial Officer of the Company forms part of the Notice of the 81^st AGM.

The Board of Directors of the Company had, upon recommendation of the Nomination and Remuneration Committee, appointed Dr. Gauri Trivedi (DIN: 06502788), as an Additional Director and also Independent Director of the Company, for a term of five (5) years, effective from September 15, 2020. In the 77^th AGM, the Members of the Company confirmed the appointment of Dr. Gauri Trivedi as an Independent Director for the period of five (5) years from September 15, 2020 to September 14, 2025. As the term of Dr. Gauri Trivedi will expire on September 14, 2025, the Board of Directors of the Company, upon recommendation of the Nomination and Remuneration Committee, has recommended the reappointment of Dr. Gauri Trivedi for the second term of five (5) consecutive years with effect from September 15, 2025. A resolution seeking approval of the Members for the reappointment of Dr. Gauri Trivedi forms part of the Notice of the 81^st AGM.

Pursuant to the provisions of Regulation 36(3) of the Listing Regulations and the applicable Secretarial Standards on the General Meetings,

the requisite details of Mr. Parthiv F. Patel, Mr. Sanjay Kumar Tandon, and Dr. Gauri Trivedi are furnished in the Notice convening 81^st AGM.

The second and final term from April 01, 2019, to March 31, 2024 (both days inclusive) of Shri Mukesh Mangalbhai Patel (DIN: 00053892), Shri Sudhir Nanavati (DIN: 00050236) and Shri Sandeep Mohanraj Singhi (DIN: 01211070), Independent Directors of the Company, was expired on March 31, 2024 (after the closure of business hours) and accordingly, they ceased to be Independent Directors of the Company.

Based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors of the Company, the Members of the Company approved the special resolutions for appointment of Shri Bijal Hemant Chhatrapati (DIN: 02249401), Shri Keyur Dhanvantlal Gandhi (DIN: 02448144), and Shri Sudhin Bhagwandas Choksey (DIN: 00036085) as Independent Directors (Non-executive) of the Company for five (5) consecutive years with effect from April 01,2024 till March 31,2029 with the requisite majority through the postal ballot process completed on March 22, 2024.

Shri Bijal Hemant Chhatrapati, Shri Keyur Dhanvantlal Gandhi, and Shri Sudhin Bhagwandas Choksey had given their consent for appointment and confirmed that they meet the criteria of independence as defined under the provisions of the Companies Act, 2013 and the Listing Regulations. The declarations have been obtained from them that they are not debarred from holding the office of Director by virtue of any order passed by the Securities and Exchange Board of India or any other such authority.

ii. Appointment and Cessation of the Key Managerial Personnel:

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at their meeting held on May 26, 2023, approved the appointment of Mr. Vinay Kumar Mishra (FCS 11464) as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company effective from May 27, 2023 in place of Mr. Dhaval Pandya, Company Secretary and Compliance Officer of the Company, who retired on May 26, 2023 after a distinguished career of fourteen years with the Company. The Board placed on record its sincere appreciation for the contribution made by Mr. Dhaval Pandya during his tenure with the

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2024, are as under:

Company. Mr. Vinay Mishra is a fellow member of the Institute of Company Secretaries of India and holds a Master's Degree in Commerce with over ten years of experience in varied fields such as governance, compliance, and investor relations.

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at their meeting held on November 08, 2023, approved the appointment of Mr. Hardik Patel (ACS 55828) as the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company effective from November 08, 2023 in place of Mr. Vinay Kumar Mishra, Company Secretary and Compliance Officer of the Company, who has tendered his resignation from the post of

Company Secretary and Compliance Officer of the Company with effect from August 19, 2023. The Board placed on record its sincere appreciation for the contribution made by Mr. Vinay Kumar Mishra during his short tenure with the Company. Mr. Hardik Patel is an associate member of the Institute of Company Secretaries of India and holds a Bachelor's Degree in Commerce. He has more than five years of experience in the domain of corporate secretarial work, compliance, and investor relations.

Except as mentioned above, during the year under review, none of the Key Managerial Personnel has tendered resignation and no person was appointed as a Key Managerial Personnel of the Company.

C. Independent Directors:

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

* Ceased to Independent Director of the Company with effect from March 31,2024.

# Appointed as an Independent Director of the Company with effect from April 01,2024.

The Company has received the necessary declaration 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 highest standards of integrity. The Corporate Governance Report which forms part of the 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 Independent Non-Executive 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:

I n 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 detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the industry. The details of familiarization programs extended to the Independent Directors are also disclosed on the Company's website and can be accessed at: https://epapercdn. sandesh.com/investors/x.%20Details%20of%20 Familiarization%20program%20imparted%20to%20 Independent%20Directors.pdf.

E. Disqualification of the Directors:

Further, none of the Directors on the Board of the Company have 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. Jignesh A. Maniar & Associates, Practicing Company Secretaries, and the same forms the part of 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 given in Annexure A annexed with this Report.

G. Board Committees:

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 details of the composition of each of the above Committees, their respective roles and responsibilities.

H. Nomination and Remuneration Policy:

In terms of sections 178(3) and 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 appointment and remuneration of directors, key managerial personnel and senior management. The said Policy includes criteria for determining qualifications, positive attributes, and independence of a director. The Nomination and Remuneration Policy relating to the remuneration of directors, key managerial personnel, senior management, and other employees is framed with the objective of attracting, retaining, and motivating talent. The salient features of the policy are provided in the Corporate Governance Report. The said policy is also available on the website of the Company and can be accessed at https://epapercdn. sandesh.com/investors/xv.%20Nomination%20 and%20Remuneration%20Policy.pdf.

I. Annual Performance Evaluation by the Board: Pursuant to the provisions of the Act read with 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 the 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. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report, which is forming part of this Report.

J. Pecuniary relationships or transactions of Nonexecutive Directors with the Company:

None of the Non-executive Directors of the Company had any pecuniary relationships or transactions with the Company during the Financial Year under review 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, 2024.

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 of the Companies (Accounts) Rules, 2014, 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 Annual Report, which may be read in tandem with this Annual Report.

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 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 accounting standards and the Listing Regulations. The Consolidated Financial Statements for the Financial Year 2023-24 form a part of the 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 is available on the Company's website and can be accessed at https:// sandesh.com/investor-relations. The financial statements of the subsidiary of the Company, are available on the Company's website and can be accessed at https://sandesh. com/investor-relations.

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 at https://epapercdn.sandesh. com/investors/ix.%20Policv%20for%20determining%20 Material%20Subsidiary.pdf. The performance and business highlights of the Subsidiary Company of the Company during the Financial Year 2023-24 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 year under review, SDPL has recorded revenue from operation of ? 211.10 Lakhs as compared to ? 171.52 Lakhs in the previous Financial Year; whereas, total loss before tax was ? 9.33 Lakhs as compared to ? 57.78 Lakhs in previous Financial Year. Further, SDPL's loss after tax was ? 10.62 as compared to ? 60.49 Lakhs in the previous Financial Year.

A Report on Corporate Governance along with a certificate confirming compliance with the conditions of Corporate Governance, issued by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, forms a part of this Annual Report.

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 Listing Regulations. The details pertaining to the composition of the Audit Committee are provided in the Corporate Governance Report. During the Financial Year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

a) Statutory Auditors:

M/s. S G D G & Associates LLP (Firm Registration No. W100188 LLPIN: AAI-3248) Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company for a term of five (5) consecutive years, at the 75^th AGM held on September 28, 2018, to hold the office up to the conclusion of 80^th AGM. Accordingly, M/s. S G D G & Associates LLP, Chartered Accountants, completed its term at the conclusion of the 80^th AGM.

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, in place of retiring Auditors M/s. S G D G & Associates LLP (Firm Registration No. W100188 LLPIN: AAI-3248), Chartered Accountants, Ahmedabad to hold office for a period of five (05) years from the conclusion of the 80^th AGM till the conclusion of the 85^th AGM.

M/s. Manubhai & Shah LLP, have consented to their appointment as Statutory Auditors and have confirmed that their appointment is in accordance with the provisions of section 139 read with section 141 of the Act.

The Members may note that the requirement to place the matter relating to the appointment of auditors

for ratification by Members at every AGM has been done away with by the Companies (Amendment) Act, 2017 with effect from May 07, 2018. Accordingly, no resolution is being proposed for ratification of the appointment of statutory auditors at the 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 Financial Year 202324 forms part of the 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 Financial Year 2023-24 does not contain any qualification, reservation, disclaimer, or adverse remarks. During the Financial Year 2023-24, the 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. Further, the Auditors of the Company have not reported any incident of fraud to the Audit Committee of the Company in the Financial Year under review. The Directors have reviewed the Auditor's Report.

c) Internal Auditors:

The Company has appointed BDO India Limited Liability Partnership (LLPIN: AAB-7880) as the Internal Auditors of the Company in the Board Meeting held on November 14, 2022. 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 Audit Report:

Secretarial Audit Report in Form MR-3 pursuant to the provisions of Section 204 of the Act read with applicable rules of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and the Secretarial Compliance Report pursuant to the provisions of Regulation 24A of the Listing Regulations for the Financial Year ended on March 31,2024, issued by M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad are annexed as Annexure B and Annexure C, respectively, and form an integral part of this Report. The Secretarial Audit Report and Secretarial Compliance Report for the Financial Year 2023-24 do not contain any qualification, reservation, disclaimer, or adverse remarks. During the year, 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.

e) Secretarial Auditor:

In terms of section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors appointed M/s. Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad, (CP No.: 6996), to conduct a Secretarial Audit of the Company for the Financial Year 2023-24.

The Company is not required to comply with the requirements of maintaining the cost records specified by the Central Government under 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 Financial Year under review.

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 31,2024, the Company had 451 employees on its payroll.

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 provided in Annexure D, which is an integral part of this Report.

A detailed chapter on 'Management Discussion and Analysis' pursuant to Regulation 34 of Listing Regulations forms part of this Annual Report. The statements in this 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 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.

The Company has constituted a Corporate Social Responsibility Committee pursuant to the applicable provisions of the Act. The Committee is constituted to manage and overview 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 at: https://epapercdn. sandesh.com/investors/xiii.%20CSR%20Policy.pdf. The Annual Report on Corporate Social Responsibility activities is annexed herewith as Annexure E and forms an integral part of this Report.

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".

Particulars of borrowing are more particularly given in the Financial Statements of the Company which may be read in conjunction with this Report.

For the Financial Year 2023-24 under review, Credit Analysis and Research Limited, a credit rating agency, has granted a

rating of CARE AA, stable (Double-A) assigned to the longterm bank facilities. Further, it has granted the CARE A1+ (A one Plus) rating assigned to short-term facilities.

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

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 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%20 Policy.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 the Annual Report.

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 is commensurate with the size and scale of the business operations of the Company for the Financial Year under review. 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 financial year under review.

Pursuant to the provisions of the Act and 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 at: https://epapercdn.sandesh.com/ investors/vii.%20Vigil%20Mechanism%20&%20Whistle%20 Blower%20Policy.pdf.

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 at: https://epapercdn. sandesh.com/investors/vi.%20Code%20of%20Conduct%20 of%20Board%20of%20Directors%20and%20Senior%20 Management%20Personnel.pdf. All directors and the members of the senior management of the Company have affirmed compliance with the said Code for the Financial Year under review. 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.

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 31,2024, is available on the website of the Company and can be accessed at: https://epapercdn.sandesh.com/ investors/Draft%20Annual%20Return%20 2023-24.pdf

There was no material litigation outstanding as on March 31,2024, and the details of pending litigation including tax matters are disclosed in the Financial Statements.

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 Annual Report. During the year under review, the Company has not taken any loan from the Directors or their relatives.

30. 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 the Financial Year under review, 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 potential conflict with the interests of the Company at large.

In line with the provisions of the Act and 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 at https://epapercdn.sandesh.com/investors/v.%20RPT%20 Policy.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 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.

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 year under review.

The Company confirms that it has made payment of annual listing fees for the Financial Year 2023-24 to BSE Limited and National Stock Exchange of India Limited.

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 Crores comprising 1,50,00,000 equity shares having a face value of ? 10/- each. The Paid-up Equity Share Capital of the Company as on March 31, 2024, was ? 7.57 Crores comprising 75,69,421 equity shares having a face value of ? 10/- each. During the Financial Year under review, 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 Financial Year under review.

D. Receipt of Remuneration or Commission by Managing Director(s) / Whole Time Director from a subsidiary of the Company:

No remuneration or commission was paid to the Managing Director(s) or Whole Time Director from the subsidiary of the Company for the Financial Year under review. Hence, 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 of the Company.

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

During the year under review, the Unpaid / Unclaimed Dividend for the Financial Year 2015-16 amounting to

? 3,62,280/-, was transferred to the Investor Education and Protection Fund in compliance with the provisions of sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended. For further details kindly refer to the relevant section of the Corporate Governance Report.

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 year under review, 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.

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. Accordingly, no disclosure is required under section 67(3) of the Act read with Rule 16(4) of 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. For the summary of sexual harassment complaints received and disposed of during the year under review, kindly refer to the relevant section of the Corporate Governance Report. The Company has not received any such complaint during the Financial Year under review.

I. Application or proceeding pending under Insolvency and Bankruptcy Code, 2016:

No application has been made under the Insolvency and Bankruptcy Code and hence, the requirement to disclose the details of an application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the Financial Year is not applicable. Further, there was no instance of a one-time settlement with any Bank or Financial Institution.

J. 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 period under this Report.

K. Frauds:

employees, the details of which would need to be mentioned in the report of the Board.

34. Acknowledgment:

The Directors place on record their sincere appreciation for the valuable contribution and dedicated services by 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 Financial Year.

During the financial year under review, 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

ANNEXURE-A TO THE BOARD'S REPORT

[Pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

1. The ratio of remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

2. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2023-24:

$ Remuneration paid in Financial Year 2023-24 (for part of the year) is not comparable with remuneration for Financial Year 2022-23 and hence not stated.

# Mr. Vinay Kumar Mishra and Mr. Hardik Patel was not holding position of Key Managerial Personnel during the Financial Year 2022-23 hence it is not comparable with that of the remuneration paid during the Financial Year 2023-24 (for part of the year).

3. The percentage increase in the median remuneration of employees in the financial year: 2.39%

4. The number of permanent employees on the rolls of Company: 451

5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

- Average increase in remuneration of employees excluding KMPs: 14.34%

- Average increase in remuneration of KMPs: (15.25%)

- Increase in salary of Key Managerial Personnel is decided based on the Company's performance, individual performance, inflation, prevailing industry trends and benchmarks.

6. Key parameters for any variable component of remuneration availed by the directors: The variable component of remuneration availed by the directors is based on the profitability of the Company.

7. Affirmation that the remuneration is as per the Remuneration Policy of the Company: It is confirmed that the remuneration is as per the Remuneration Policy of the Company.

8. The statement containing particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(? in Lakhs)

Notes :

1. Remuneration includes salary, performance bonus, long term incentives, allowances, and perqusites.

Form No. MR-3

(For the Financial Year ended 31^st March, 2024)

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

THE SANDESH LIMITED (CIN: L22121GJ1943PLC000183)

Sandesh Bhavan, Lad Society Road,

B/h. Vastrapur Gam, P.O. Bodakdev,

Ahmedabad - 380054 (Gujarat - India)

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by THE SANDESH LIMITED (CIN: L22121GJ1943PLC000183) (hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and to the extent the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024 ('Audit Period') according to the applicable provisions of:

i. The Companies Act, 2013 ('the Act') and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

iii. The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings (Not applicable to the Company during the Audit Period);

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments thereof;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereof;

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments thereof (Not applicable as the Company has not issued any further share capital during the Audit Period);

d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the Audit Period);

e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and amendments thereof (Not applicable to the Company during the Audit Period);

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 and amendments thereof, regarding the Companies Act and dealing with client (Not applicable to the Company during the Audit Period);

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021 and amendments thereof (Not applicable to the Company during the Audit Period); and

h) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 (Not applicable to the Company during the Audit Period);

vi. The following laws are applicable specifically to the Company and we report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof, on test-check basis, and according to the information and explanations provided by the management of the Company, the Company has complied with:

a) The Press and Registration of Books Act, 1867 and Rules made thereunder;

b) The Delivery of Books and Newspapers (Public Libraries) Act, 1954 and Rules made thereunder;

c) The Working Journalists and Other Newspaper Employees (Conditions of Service) and Miscellaneous Provisions Act, 1955 and rules made thereunder;

d) Uplinking / downlinking policy / guidelines issued by Ministry of Information and Broadcasting;

We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards with regard to Meeting of Board of Directors (SS-1), General Meetings (SS-2) and Dividend (SS- 3) issued by The Institute of Company Secretaries of India.

ii. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, and amendments thereof.

iii. The Listing Agreements entered into by the Company with the BSE Limited and National Stock Exchange of India Limited read with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

iv. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors

and Independent Directors. There was no change in the composition of the Board of Directors that took place during the Audit Period.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were usually sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings of the Board were carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines etc.

We further report that during the Audit Period there was no event/action having a major bearing on the Company's affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

To,

The Sandesh Limited

Sandesh Bhavan, Lad Society Road,

B/h. Vastrapur Gam, P.O. Bodakdev,

Ahmedabad - 380054

We have examined:

(a) all the documents and records made available to us and explanation provided by The Sandesh Limited ("the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) the website of the listed entity,

(d) any other document/filing, as may be relevant, which has been relied upon to make this ceritication,

for the financial year ended March 31,2024 ("Review Period") in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include:

(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendments from time to time (hereinafter referred to as LODR);

(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 and amendments from time to time; (Not Applicable for the period under review)

(c) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendments from time to time;

(d) The Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018 and amendments from time to time; (Not Applicable for the period under review)

(e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and amendments from time to time; (Not Applicable for the period under review)

(f) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and amendments from time to time; (Not Applicable for the period under review)

(g) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments from time to time;

(h) The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and amendments from time to time; and circulars/ guidelines issued thereunder;

and based on the above examination and considering the relaxation granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, and based on the above examination, we hereby report that, during the Review Period:

a) The listed entity has complied with the provisions of the above Regulations and circulars/guidelines issued thereunder, except in respect of matters specified below:

b) The listed entity has taken the following actions to comply with the observations made in previous reports:

c) We hereby report that, during the review period the compliance status of the listed entity with the following requirements:

* Observations/Remarks by PCS are mandatory if the Compliance status is provided as 'No' or 'NA'

Assumptions & Limitations of scope and Review:

1. Compliance of the applicable laws and ensuring the authenticity of documents and information furnished, are the responsibilities of the management of the listed entity.

2. Our responsibility is to certify based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

3. We have not verified the correctness and appropriateness of financial Records and Books of Accounts of the listed entity.

4. This report is solely for the intended purpose of compliance in terms of Regulation 24A(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and is neither an assurance as to the future viability of the Listed Entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the Listed Entity.

INFORMATION PERTAINING TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO AS PROVIDED UNDER SECTION 134(3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

1) Steps taken or impact on conservation of energy: Though the operations of the Company are not energy intensive, efforts are made for conservation of energy in an on-going basis. The Company is not using DG set but used alternate power lines, if mains fail. The Company has installed capacitor banks and filters for improvement in power factor. Other energy conservation measures taken include using of LED type illuminants in majority and highly efficient screw compressor. Further, machineries are kept in power off mode during non-productive hours. The Company has also installed 278 KVP solar power plant which generates approx. 750 to 1100 units daily depending upon the weather conditions.

2) Steps taken for utilization of alternate sources of energy: The Company has already commenced use of LED lights to reduce energy consumption. Further, the Company has installed high efficiency lighting fixtures and old high power consumption light fittings have been replaced by low power consumption light fittings.

3) Capital Investment on energy conservation equipment: The Company has installed Solar Power Plant for generating clean energy premises of the Registered Office of the Company, which will help to produce 278 kilowatt peak power, and thereby ensuring effective energy conservation. After installation of solar plant at Ahmedabad, there has been significant reduction in power consumption. The Company intends to install Solar Power Plant at other locations, if feasible, to generate more clean energy.

1) Efforts made towards technology absorption: Not applicable

2) Benefits derived: Not applicable

3) Details of technology imported in last three years:

a. Details of technology imported: Not applicable

b. Year of import: Not applicable

c. Whether the technology been fully absorbed: Not applicable

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not applicable

4) Expenditure incurred on Research and Development: Not applicable

During the Financial Year under review, there was no foreign exchange earnings and foreign exchange outgo were ? 8,036.15 Lakhs.

The Board of Directors ("the Board" for short) of the Company has adopted a CSR Policy which lays down the guidelines and mechanism for undertaking various programs for the development of the society. The Policy also indicates the activities to be undertaken by the Company within the broad framework of Schedule VII to the Act, as in force and as amended from time to time which includes the promotion of education, providing preventive healthcare & sanitation, creating livelihoods for the community, supporting the community in times of natural calamities, providing monetary support to the deserving students etc.

* Ceased to be the Member of the Committee w.e.f. March 31,2024

# Appointed as the Member of the Committee w.e.f. April 1,2024

(a) Composition of Committee: https://epapercdn.sandesh.com/investors/I.%20Composition%20of%20CSR%20Committee.pdf

(b) CSR Policy: https://epapercdn.sandesh.com/investors/xiii.%20CSR%20Policy.pdf

(c) CSR projects approved by the Board: https://epapercdn.sandesh.com/investors/Details of%20CSR%20Activities.pdf

Not Applicable

(e) CSR amount spent or unspent for the Financial Year:

(f) Excess amount for set-off, if any:

7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

If Yes, enter the number of Capital assets created/ acquired: Not Applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

9. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per sub-section (5) of section 135: Not Applicable