2. REVIEW OF OPERATIONS AND THE STATE OF THE COMPANY''S AFFAIRS:

On Consolidated basis, the Revenue from Operations was '' 34,075.94 Lakhs for the year under review as compared to '' 30,883.87 Lakhs in the previous Financial Year; whereas, the profit before tax has been '' 13,353.89 Lakhs as compared to '' 11,815.73 Lakhs during the previous Financial Year. The Company''s profit after tax for the year under review was '' 10,141.34 Lakhs as compared to '' 8,982.52 Lakhs in the previous year.

During the year under review, on Standalone basis, the revenue from operations has been '' 33,921.72 Lakhs as compared to '' 30,697.37 Lakhs during the previous Financial Year; whereas, the profit before tax has been '' 13,411.67 Lakhs as compared to ''11,783.00 Lakhs during the previous Financial Year. The Company''s profit after tax for the year under review was '' 10,201.94 Lakhs as compared to '' 8,956.02 Lakhs in the previous Financial Year.

The Company has prepared the Financial Statements in accordance with the Companies (Indian Accounting

Standards) Rules, 2015 (Ind-AS) notified under Section 133 of the Companies Act, 2013 (the Act).

3. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relates to and date of this Report. For detailed analysis, kindly refer the Management Discussion and Analysis Report, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time (Listing Regulations), forming part of the Annual Report.

4. DIVIDEND:

The Directors, in their meeting held on February 14, 2023, 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, 2023. The interim dividend payment had an outflow of '' 378.47 Lakhs. The Directors did not recommend

a final dividend for F.Y. 2022-23. The interim dividend declared was in accordance with the Dividend Distribution Policy. The said policy is available on the website of the Company and can be accessed at https://epapercdn.sandesh.com/investors/ ii.%20Dividend%20Distribution%20Policy.pdf.

5. TRANSFER TO RESERVES:

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

6. CHANGE IN THE NATURE OF THE BUSINESS:

During the Financial Year 2022-23, there was no change in the nature of business of the Company.

7. DIRECTORS'' RESPONSIBILITY STATEMENT:

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 obtained by them, states that:

a) In the preparation of the annual accounts, 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 were adequate and operating effectively.

8. BOARD MEETINGS, BOARD OF DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES OF DIRECTORS:

a) Board Meetings:

The Board of Directors of the Company met four times during the Financial Year 2022-23. The particulars of the Board Meetings held and attendance of each Director

are detailed in the relevant section of the Corporate Governance Report annexed with this Report.

b) Appointment & Re-appointment of Directors:

Pursuant to provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mrs. Pannaben F. Patel (DIN: 00050222), retires by rotation and being eligible, offers herself for re-appointment at the 80^th Annual General Meeting (AGM'') of the Company. The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, has recommended her re-appointment. A resolution seeking approval of the Members for re-appointment of Mrs. Pannaben F. Patel forms part of the Notice of the 80^th 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 Mrs. Pannaben F. Patel are furnished in the Explanatory Statement to the Notice of the 80^th AGM.

c) Independent Directors:

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

a)	Mr. Mukeshbhai Patel	(DIN 00053892)	Independent and Non-executive Director
b)	Mr. Sandeepbhai (DIN 01211070) Singhi		Independent and Non-executive Director
c)	Mr. Sudhirbhai Nanavati	(DIN 00050236)	Independent and Non-executive Director
d)	Dr. Gauri Trivedi	(DIN 06502788)	Independent and Non-executive Director

The Company has received 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. 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 is forming 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 of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014.

d) Familiarization Program for Independent Directors:

In compliance with the requirements of the Listing Regulations, the Independent Directors have been familiarized about the Company by the Executive Directors and the Functional Heads of various Departments of the Company which includes the detailed presentations on the vision and mission of the Company, its operations, business plans, technologies and also future outlook of the industry. 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%20Familiarization%20 program%20imparted%20to%20Independent%20 Directors.pdf.

e) Resignation, Cessation and Changes in Key Managerial Personnel:

The Board of Directors had, on the recommendation of the Nomination and Remuneration Committee, at their meeting held on 26^th May, 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 27^th May, 2023 in place of Mr. Dhaval Pandya, Company Secretary and Compliance Officer of the Company, who retired on 26^th May, 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 Company. Mr. Vinay Mishra is a fellow member of the Institute of Company Secretaries of India and holds a Master Degree in Commerce with over ten years of experience in varied fields such as governance, compliance, investor relations.

Except as mentioned a bove, during the yea r under review, none of the Directors or Key Managerial Personnel has tendered resignation and no person was appointed as a Director or Key Managerial Personnel of the Company.

Further, none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of Company by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any such other statutory authority.

Pursuant to the provisions of Listing Regulations, the Company has received a certificate to that effect, issued by 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(1) 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. Executive Committee; and

6. Risk Management 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 the 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 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 the 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.%20 Nomination%20and%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 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.

k) Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on March 31, 2023 are as under:

Mr. Falgunbhai C. Patel	Chairman and Managing Director
Mr. Parthiv F. Patel	Managing Director
Mr. Sanjay Kumar Tandon	Whole-time Director & Chief Financial Officer
Mr. Dhaval Pandya	Company Secretary

9. SUBSIDIARY COMPANY, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one unlisted wholly-owned subsidiary as on March 31, 2023. There were no joint venture and associate companies during the Financial Year under review.

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 accounts 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 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 2022-23 form a part of the Annual Report and Accounts and 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 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.%20 Policy%20for%20determining%20Material%20Subsidiary.pdf. The performance and business highlights of the Subsidiary Company of the Company during the Financial Year 2022-23 are as mentioned hereunder:

Sandesh Digital Private Limited:

Sandesh Digital Private Limited (SDPL for short), 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 '' 171.52 Lakhs as compared to '' 208.06 Lakhs in previous Financial Year; whereas, total profit before tax was '' (57.78) Lakhs as compared to '' 32.73 Lakhs in previous Financial Year. Further, SDPL''s Profit after tax was '' (60.49) Lakhs as compared to '' 26.50 Lakhs in previous Financial Year.

10. CORPORATE GOVERNANCE:

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

11. AUDIT COMMITTEE AND ITS RECOMMENDATIONS:

The Audit Committee has been constituted in accordance with the provisions of the Act, Rules made thereunder and also in compliance with the provisions of Listing Regulations. The details pertaining to composition of 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.

12. AUDITORS AND AUDIT REPORTS:

a) Statutory Auditors:

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

S G D G Associates & LLP, Chartered Accountants, will complete their present term on conclusion of ensuing Annual General Meeting. The Board of Directors has, based on the recommendation of the Audit Committee, at its meeting held on May 26, 2023, proposed the appointment of Manubhai & Shah LLP (Firm Registration No. 106041W/W100136 LLPIN: AAG-0878), Chartered Accountants, as the Statutory Auditors of the Company for a term of five (5) consecutive years, to hold the office from the conclusion of 80^th AGM till the conclusion of 85^th AGM. Manubhai & Shah LLP, have consented to their appointment as Statutory Auditors and have confirmed that if appointed, their appointment will be in accordance with the provisions of section 139 read with section 141 of the Act. The proposal of their appointment is included in the Notice of 80^th AGM.

b) Auditors'' Report:

The Auditors'' Report given by S G D G Associates & LLP on the Financial Statements of the Company for the Financial Year 2022-23 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 2022-23 does not contain any qualification, reservation or adverse remarks. During the Financial Year 2022-23, 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:

PGMS and Associates has resigned as Internal Auditors of the Company with effect from November 14, 2022 due to pre-occupation. 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.

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, 2023, issued by Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad are annexed as Annexure B and Annexure C, respectively, and forms an integral part of this Report. The Secretarial Audit Report and Secretarial Compliance Report for the Financial Year 2022-23 do not contain any qualification, reservation 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 had appointed Jignesh A. Maniar & Associates, Practicing Company Secretaries, Ahmedabad, (CP No.: 6996), to conduct Secretarial Audit of the Company for the Financial Year 2022-23.

13. COST RECORDS:

Pursuant to section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the Company is required to make and maintain the cost records for the services as specified by the Central Government under sub-section (1) of section 148 of the Act. However, for the Financial Year 2022-23, the provisions relating to audit of the Cost Records is not applicable to the Company. Accordingly, the Company has been making and maintaining the Cost Records in compliance with the applicable provisions of the Act and the rules made thereunder.

14. HUMAN RESOURCE INITIATIVES AND INDUSTRIAL RELATIONS:

The Company treats its employees as most valuable assets as it knows that without good employees the best of the business plans and ideas will fail. In today''s dynamic and continuously changing business world, it is the human assets and not the fixed or tangible assets that differentiate an organization from its competitors. Improving employee efficiency and performance has always been the top most priority for the Company. The Company also aims to align human resource practices with its business goals. The performance management system enables a holistic approach to the issue of managing performance and does not limit to only an appraisal. The total number of employees on the rolls of the Company was 454 on March 31, 2023.

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 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.

24. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

Pursuant to the provisions of Act and Listing Regulations, the Board has approved and established a Vigil Mechanism and Whistle Blower Policy for the Directors and employees 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 and employees to also report the instances of leak or suspected leak of Unpublished Price Sensitive Information. 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&%20 Whistle%20Blower%20Policy.pdf.

25 CODE OF CONDUCT:

The Directors have laid down the 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 Board Members 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 of the said Code by all the Board Members and the Members of Senior Management of the Company, to whom the Code is applicable, is attached to the Corporate Governance Report.

26. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of section 92(3) of the Act, the annual return of the Company as on March 31, 2023 is available on the website of the Company and can be accessed at: https://epapercdn.sandesh.com/investors/Draft%20 Annual%20Return%20 2022-23.pdf

27. LITIGATION:

There was no material litigation outstanding as on March 31, 2023 and the details of pending litigation including tax matters are disclosed in the Financial Statements.

28. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The particulars of loans and guarantees given 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.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) IN THE PRESCRIBED FORM:

All contract / arrangement / transactions entered by the Company with related party 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 which 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 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. Members may refer to Note 40 of the Standalone Financial Statements which sets out related party disclosures pursuant to Ind AS.

30. LISTING FEES:

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.

j) Difference between amounts of valuation:

The requirement to disclose the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof, is not applicable for the period under this Report.

k) Frauds:

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

32. SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India during the year under review.

33. 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.