To,

The Members,

Sambhaav Media Limited

The Directors take pleasure in presenting the Twenty Eighth Annual Report of your Company together with Audited Financial Statements for the year ended March 31, 2018.

STATE OF AFFAIRS OF THE COMPANY Financial Highlights

The financial performance of your Company for the year ended March 31, 2018 is summarized below:

(Rs. in Lakhs, except per equity share data)

Notes:

(1) The above figures are extracted from the standalone and consolidated financial statements as per Indian Accounting Standards.

(2) Equity Shares are at par value of Rs. 1 per share.

(3) The Company has made allotment of 14690000 equity shares to the promoter and promoter group and 13500000 equity shares to the non-promoter (public) on 05.03.2018 and on 16.03.2018 respectively upon conversion of warrants issued on preferential basis at an issue price of Rs. 5 per share including premium of Rs. 4 per share. Earnings per Share (EPS) has therefore been adjusted and calculated in accordance with Indian Accounting Standards (AS) 33 - Earnings per Share.

Review of Operations

During the year under review, Sambhaav Media Limited has completed the work of installation of Global Positioning System (GPS) for total 8000 buses of Gujarat State Road transport Corporation. Further the company is successfully operating and maintaining the same by which the revenue generation is boost up. The Company is also looking forward for the similar project for the other states.

As informed in earlier meeting, the Company has received the Letter of Intent (LOI) for FM Radio Channels for 13 cities consisting of Bhavnagar, Jamnagar, Bharuch, Godhra, Mehsana, Veraval, Porbandar and Junagadh 8 cities of Gujarat & Poonch, Leh, Bhaderwah, Kargil, and Kathua 5 cities of Jammu & Kashmir. The company has already invested Rs. 2192.55 Lakhs towards machineries etc. for the same over and above one-time license fees of Rs. 1753 Lakhs.

With regard to financial performance during the year, the revenue for financial year March 31, 2018 stood at Rs. 4035.07 Lakhs as against Rs. 3296.70 Lakhs in the previous year which shows rise in revenue of Rs. 738.37 due to improvement of performance in all the segments. After providing for depreciation and net taxation of Rs. 376.24 Lakhs & Rs. 151.35 Lakhs respectively, the net profit of the Company for the year under review was placed at Rs. 414.91 Lakhs as against Rs. 346.09 Lakhs in the previous year.

There will be further improvement in profitability in the next financial year due to generation of Revenue from FM Radio Channels.

There are no material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

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

The performance of the wholly owned subsidiary company, M/s. VED Technoserve India Private Limited is found satisfactory during the year under review in implementing and maintaining the Public Entertainment System of GSRTC Projects of your Company. As per Section 129 (3) of the Companies Act, 2013 and Regulation 33 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Directors have pleasure in attaching the consolidated financial statements prepared in accordance with the applicable accounting standards with this report.

In terms of proviso to Section 129(3) and rule 8(1) of the Companies (Accounts) Rules, 2014, the silent features and financial position of the subsidiary companies are enclosed as “Annexure A” with this report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements are available on our website at www.sambhaavnews.com. The audited financial statements of the subsidiary company are available for inspection at the Company’s registered office at Ahmedabad, India. Copies of the annual accounts of the subsidiary company will also be made available to the investors of the Company upon request.

DIVIDEND

As a matter of sound accounting practice and management philosophy; your Directors are of the opinion to make sound economic base for the Company and in order to conserve the resources; do not recommend any dividend for the year under review.

PUBLIC DEPOSITS

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

INSURANCE

All the existing properties of the Company are adequately insured.

DIRECTORATE

During the year Ms. Seema G Saxena - Woman Director has been appointed as an Independent Director at the 27^th Annual General Meeting of the Company.

Pursuant to Section 152 of the Companies Act, 2013, Mr. Manoj B Vadodaria, (DIN: 00092053) Director of the Company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

During the year, Mr. Kalpesh R Pandya - CFO, had resigned from the Company on August 31, 2017 and Mr. Sachin Kotak has been appointed as CFO with effect from February 13, 2018.

Except as mentioned here in above, there is no other change in the Board of Directors and Key Managerial Personnel of the Company during the year.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed under sub-section 6 of section 149 of the Companies Act, 2013 and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

In a separate meeting of Independent Directors held 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 Board as a whole and various Board Committees. A report on such evaluation done by Independent Directors was taken on record by the Board and further, the Board had in compliance with the requirements of Companies Act, 2013 evaluated performance of all Independent Directors based on various parameters including attendance, contribution etc.

BOARD AND AUDIT COMMITTEE MEETINGS

During the year under review four (4) Board Meetings and 4 (four) Audit 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, in relation to the Annual Financial Statements for the Financial Year 2017-18, your Directors confirm that :

a) The Financial Statements of the Company comprising of the Balance Sheet as on March 31, 2018 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made for the same;

b) Accounting policies selected were applied consistently and the judgments and estimates related to the financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018, and of the profit of the Company for the year ended on that date;

c) Proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act,to safeguard the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Requisite Internal financial controls were laid down and that such financial controls are adequate and operating effectively; and

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ALTERATION OF ARTICLE OF ASSOCIATION

During the year under review the Company has not altered articles of association.

SHARE CAPITAL

During the year under review the Company has made allotment of 14690000 equity shares to the promoter and promoter group on 05.03.2018 and 13500000 equity shares to the non-promoter (public) on 16.03.2018 upon conversion of warrants issued on preferential basis at an issue price of Rs. 5 per share including premium of Rs. 4 per share.

The issued and paid up capital of the Company after the above said allotments stood at Rs. 19,11,10,840 comprising of 191110840 equity shares of Rs. 1 each.

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 Securities and Exchange Board of India (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.

Disclosure in terms of Schedule V (Part II) (Section II) (B) (iv) (IV) of the Companies Act, 2013 are mentioned in Corporate Governance Report as a part of this report.

STATUTORY AUDITORS AND AUDITORS’ REPORT:

M/s. Dhirubhai Shah & Co, Chartered Accountants, Ahmedabad (FRN: 102511W), retires at the ensuing Annual General Meeting and is eligible for re-appointment. The Company has received a certificate from them that their re-appointment, if approved by the shareholders, would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The members are requested to appoint auditors to hold office until the conclusion of the next Annual General Meeting of the Company.

There is no qualification, reservation or any adverse remark or disclaimer in the audit report of M/s. Dhirubhai Shah & Co.

SECRETARIAL AUDITORS’ 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, of M/s. Umesh Ved & Associates, Practicing Company Secretary (Membership No 4411), to undertake the Secretarial Audit of the Company to conduct secretarial audit for the year 2017-18. The report of the Secretarial Auditor is annexed herewith as “Annexure B”. The report of the secretarial auditor is self-explanatory and confirming compliance by the Company of all the provisions of applicable corporate laws.

The observations made in the Secretarial Audit Report are more of procedural delay due to administrative and operational reasons. With regard to the cases for Income Tax Demand for Rs. 48.88 Lacs, the said amount is shown as contingent liability in note no. 35 of the notes to financial statements.

AUDIT COMMITTEE

The Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, reviewed the financial results and financial statements, audit process, internal control system, scope of internal audit and compliance of related regulations as prescribed under Section 177 of the Companies Act, 2013 and Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Composition and terms of reference of the audit committee is more specifically given in the Corporate Governance Report as a part of the Boards’ Report.

VIGIL MECHANISAM (WHISTLE BLOWER POLICY)

The company has established Vigil Mechanism (Whistle Blower Policy) in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct. The detail of the Whistle Blower Mechanism is explained in the Corporate Governance Report and the policy adopted is available on the Company’s website at www.sambhaavnews.com under the link “Policies”.

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

Your Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder. There was no complaint on sexual harassment during the year under review.

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

There is no foreign exchange earnings and outgo during the year under review. Conservation of energy has always been of immense importance to your Company and all the equipments consuming energy have been placed under continuous and strict monitoring. In view of the nature of the operations, no report on the other matters is required to be made under section 134 (3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014.

DISCLOSURES UNDER RULE 8 (5) OF COMPANIES (ACCOUNTS) RULES, 2014:

There is no change in subsidiary, associate and joint venture companies during the year under review.

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

Details of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

In terms of Regulation 23 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has adopted policy on dealing with related party transactions. All related party transactions that were entered into by the Company during the financial year were in the ordinary course of business and were at arm’s length basis. There is no material significant related party transaction made by the Company with its Directors, Promoters, Key Managerial Personnel or their relative exceeding the limit prescribed under Section 188 (1) of the Companies Act, 2013 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014, and therefore disclosure in the prescribed form AOC-2 is not applicable.

The policy on related party transactions as approved by the Board is available on the website of the company www.sambhaavnews.com under the link “Policies”.

INTERNAL FINANCIAL CONTROL

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 continually upgrades these systems. The internal control system is supplemented by extensive internal audits, conducted by independent firms of chartered accountants.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Though not mandatory under Law, your Company, as a part of Clean India Campaign, is voluntarily participating a campaign, namely “My Own Street” to spread awareness of environmental protection and cleanliness by encouraging people to participate and make habit to keep the society clean. This initiative is well appreciated by all.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of Securities and Exchange Board of India (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 and policy on appointment and remuneration of Directors and KMPs are given in the Corporate Governance Report as a part to the Boards’ Report..

MATERIAL CHANGES

No material changes have taken place since the closure of the financial accounts up to the date of the report, which may substantially affect the financial performance, or the statement of the Company.

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.

SECRETARIAL STANDARDS

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India and approved by the Central Government.

DISCLOSURES IN TERMS OF RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in the “Annexure C” to this Report.

CREDIT RATING

Brickwork Ratings India Pvt Ltd has reaffirmed the rating as “A4 ” for the Company’s short-term credit facilities and “BB ” (stable) for long-term credit facilities. While India Ratings and Research Pvt Ltd has assigned the rating as “A4 ” for the Company’s shortterm credit facilities and “BB ” (stable) for long-term credit facilities.

EXTRACT OF THE ANNUAL RETURN

The extract of annual return in the prescribed form MGT-9 for the Financial Year March 31, 2018 is attached with the Directors’ Report as “Annexure D”.

ACKNOWLEDGMENTS

Your Board takes this opportunity to place on record its appreciation for the dedication and commitment of employees shown at all levels which have contributed to the success of your Company. Your Directors also express their gratitude for the valuable support and co-operation extended by various Governmental authorities, including Ministry of Information and Broadcasting, Department of Telecommunication, Ministry of Corporate Affairs, banks, financial Institutions, viewers, vendors and service providers.

Date: May 30, 2018 For and on behalf of the Board of Directors

Place: Ahmedabad Kiran B Vadodaria

Chairman & Managing Director

DIN: 00092067