Your Directors are submitting the Forty-third Annual Report of the Company together with the Audited
Financial Statements for the year ended 31st March, 2024.

FINANCIAL / OPERATIONAL RESULTS:

DURING THE YEAR UNDER REVIEW:

During the financial year 2023-24 under review, the Company has incurred Standalone Net Loss of Rs.
(3,436.96) as against loss of Rs. (7,276.86) during last fiscal year 2022-23.

During the financial year 2023-24 under review, the Company has incurred Consolidated Net Loss of Rs.
(19,545.25) as against loss of Rs. (27,467.10) during last fiscal year 2022-23.

DIVIDEND

With a view to conserve resources with the Company, the Board of Directors has decided not to
recommend any dividend for the Financial Year 2023-24.

CAPITAL ISSUE

During the financial year 2023-24, the Company has not issued shares with differential voting rights nor
granted stock options nor sweat equity. As on March 31, 2024 the paid-up Equity Share Capital of the
Company is ' 21,52,50,000/-

Of the total paid up share capital of the Company, 74.99 % is held by Promoters and Promoter Group, and
balance of 25.01 % is held by persons other than Promoters and Promoter Group out of which majority is in
dematerialized form.

DIRECTORS :

Shri A.K. Srivastava, (DIN: 02323304) as Non-Executive and Non-Independent Director, is liable to retire
by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable
provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of
Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time
being in force), being eligible has offered himself for re-appointment. Appropriate resolution for his re¬
appointment is being placed for the approval of the Members of the Company at the ensuing Annual
General Meeting. The brief resume of the Director and other related information has been appended as
Annexure-1 to the Notice convening the 43rd Annual General Meeting of the Company. The Board
recommends his re-appointment as Non-Executive and Non-Independent Director of the Company.

WOMAN DIRECTOR

In terms of Section 149(1) of Companies Act, 2013, the Company is required to have a Woman Director on
its Board. Smt. Rana Zia, Whole-time Director is re-appointed on the Board of the Company from
November 13, 2023 and hence the Company fulfills the requirements of the said section.

INDEPENDENT DIRECTORS:

• Demise of Shri Brijendra Sahay (DIN: 00017600), Independent Director of the Company

The Company was informed about the sad demise of Shri Brijendra Sahay, Independent Director (DIN-
00017600) of the Company on Wednesday, 14th February, 2024 due to ill health. He was appointed on the
Board of the Company on 29.07.2006 and the Company immensely benefitted from his vision during his
tenure. All the directors and employees of the Company convey deep sympathy, sorrow and condolences
to his family. The Disclosure regarding demise of Shri Brijendra Sahay was duly intimated under
Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to Bombay
Stock Exchange on the same day.

• Appointment of Independent Director, Shri Rajiv Kumar Lal (DIN: 07093037):

Shri Rajiv Kumar Lal, Non-Executive and Independent Director of the Company is appointed as Non¬
Executive and Independent Director in the Board Meeting held on 02.02.2024 during the Financial Year
2023-24 and submitted the Declaration of Independence as required pursuant to Section 149(7) of the
Companies Act, 2013, stating that they meet the criteria of Independence as provided in Sub -Section
149(6) and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

As per Regulation 17(1C) of SEBI (LODR) (Amendment) Regulations, 2022 the approval of the
members is required by way of Special Resolution on appointment of a person on the Board of Directors of
the Company. Therefore, the resolution for the appointment of Shri Rajiv Kumar Lal considered and
approved before the Members for their approval in the Extra-Ordinary General Meeting held on
14.03.2024.

However, after the closure of Financial Year 2023-24, he has resigned from the post of the Independent
Director of the Company w.e.f. 19th July, 2024 due to pre-occupation.

• Appointment of Independent Director, Shri Madhukar (DIN: 00558818):

After the closure of Financial Year 2023-24, Shri Madhukar, Non-Executive and Independent Director of
the Company is appointed as Non-Executive and Independent Director in the Board Meeting held on
13.08.2024 and submitted the Declaration of Independence as required pursuant to Section 149(7) of the
Companies Act, 2013, stating that they meet the criteria of Independence as provided in Sub -Section
149(6) and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

As per Regulation 17(1C) of SEBI (LODR) (Amendment) Regulations, 2022 the approval of the
members is required by way of Special Resolution on appointment of a person on the Board of Directors of
the Company. Therefore, the resolution for the appointment of Shri Madhukar is subject to the approval of
the Members in the ensuing Annual General Meeting.

The Company arranged familiarisation programmes for the Independent Directors through which they
have already been informed about their duties, rights, responsibilities and Code of Conduct including
various recent changes of the Companies Act, 2013 in the Board Meeting of the Company. The details of
familiarisation program for Independent Directors are available on the website of the Company at
www.saharaonemedia.com.

PERSONNEL:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are provided in the prescribed format and annexed herewith marked as Annexure-2 to this Report.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board has appointed M/s C.P
Shukla & Co., Company Secretaries, Lucknow, a firm of Company Secretaries in Practice, to conduct
Secretarial Audit of the Company in its Board Meeting held on 15.11.2021 for a period of 3 years for the
F.Y.s 2021-22, 2022-23 and 2023-24.

The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith marked as
Annexure- 3 to the Board Report.

INTERNAL AUDITOR:

The Company has appointed M/s Manish Kumar Agarwal & Co., Chartered Accountants, Mumbai as the
Internal Auditor for the year 2023-24.

SUBSIDIARY:

As on 31st March 2024, your Company has one subsidiary i.e Sahara Sanchaar Limited.

• Sahara Sanchaar Limited

Sahara Sanchaar Limited is a Public Limited Company incorporated on 11/12/1997 registered under
jurisdiction of Registrar of Companies, Kolkata having its Registered Office at Sahara India Sadan, 2A,
Shakespeare Sarani, Kolkata-700071. Sahara Sanchaar Limited has telecasting and broadcasting
licence.

ANNUAL FINANCIAL STATEMENTS OF THE SUBSIDIARY

The Audited Financial Statements, the Auditors' Report thereon and the Board's Report for the year ended
March 31,2024 for the Subsidiary Company are annexed along with the Annual Report.

Further, a Statement containing the salient features of our subsidiary in the prescribed format FORM
AOC-1 is appended as Annexure-4 to the Board Report.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations'). The Policy, as approved by the Board, is uploaded on the
Company's website.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company is prepared in accordance with the accounting
principles generally accepted in India, including the Accounting Standards specified under Section 133 of
the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the
Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual Financial Statements of the subsidiary and related detailed information will be kept at the
Registered Office of the Company, as also at the registered offices of the respective subsidiary company
and will be available to investors seeking information at any time.

KEY MANAGERIAL PERSONNEL (KMPS)

In terms of Section 2(51) and Section 203 of the Companies Act, 2013, Smt. Rana Zia, Whole time
Director, Shri Prakash Chandra Tripathy, Chief Financial Officer and Mrs. Apoorva Gupta, Company
Secretary are the key managerial personnel of the Company as on date of this report.

COMPOSITION OF AUDIT COMMITTEE:

The Board of Directors of the Company constituted a committee of Directors (in Compliance with
Regulations 18 of the SEBI Listing Obligation and Disclosure Requirement Regulations) known as Audit
Committee in its meeting held on 30th January 2001 and further re-constituted the same on 29th June
2002, 29th July 2006, 29th April 2008, 30th June 2009, 2nd August 2011 and 8th February 2012.

In view of the demise of Shri J. N. Roy (DIN-02132227) and Shri R.S. Rathore (DIN-02132227)
Independent Director on 12th May, 2021 and 19th January 2022 respectively, the Audit Committee has
been re-constituted in the Board Meeting dated 11.07.2022 consisting three Directors as members of
Audit Committee viz. Shri Brijendra Sahay, Shri Bibek Roy Choudhary, Shri A.K. Srivastava and the
Company Secretary acts as Secretary to the Committee in the F.Y. 2022-23.

During the Financial Year 2023-24:

The Audit Committee is re-constituted in the Board Meeting dated 02.02.2024 in view of the appointment
of Shri Rajiv Kumar Lal (DIN: 07093037 ) as an Independent Director of the Company subject to the
approval of the members of the Company in the Extra-ordinary General Meeting dated 14.03.2024.

However, in view of the sad demise of Shri Brijendra Sahay on 14.02.2024, the composition of Audit
Committee is as given hereunder as on 31st March, 2024:

Shri Bibek Roy Choudhary Chairman

Shri A.K. Srivastava Member

Shri Rajiv Kumar Lal Member

Mrs. Apoorva Gupta Secretary

After the Financial Year 2023-24:

The Composition of the Audit Committee is in Compliance with the Regulations 18 of the SEBI (Listing
Obligation and Disclosure Requirement) Regulations as well as Section 177 of the Companies Act, 2013.

After the closure of Financial Year 2023-24, Shri Rajiv Kumar Lal (DIN: 07093037) resigned from the post
of Independent Director of the Company w.e.f. 19th July, 2024 due to pre-occupation.

Shri Madhukar (DIN: 00558818) is appointed as the Independent Director of the Company in the capacity
of Additional Director in the Board Meeting dated 13.08.2024, subject to the approval of members of the
Company in the ensuing Annual General Meeting. [Regulation 17(1C) of SEBI (LODR), 2015]

Subsequently, the Audit Committee has been re-constituted in the Board Meeting dated 13.08.2024
consisting three Directors as members of Audit Committee. Presently, the composition of Audit Committee
is as follows:

Shri Bibek Roy Choudhary Chairman

Shri A.K. Srivastava Member

Shri Madhukar Member

Mrs. Apoorva Gupta Secretary

NOMINATION AND REMUNERATION COMMITTEE:

The Board of Directors of the Company constituted a committee of Directors known as Remuneration
Committee in its meeting held on 26th August, 2009 (pursuant to the requirement of Schedule XIII of
Companies Act, 1956) to deal with matters related to managerial remuneration of Company as may be
required from time to time. The Committee was re-named as “Nomination and Remuneration Committee”
pursuant to Section 178 of the Companies Act, 2013 by the Board at its meeting held on 11th August, 2014.

In view of the demise of Shri J.N. Roy (DIN-02132227) and Shri R.S. Rathore (DIN-02132227),
Independent Director on 12th May, 2021 and 19th January 2022 respectively, Shri Bibek Roy Choudhary
is appointed as Non-Executive Independent Director in the Board Meeting held on 11.07.2022 and the
Nomination and Remuneration Committee has been re-constituted in its Meeting dated 11.07.2022
consisting three Directors as its members viz. Shri Brijendra Sahay, Shri Bibek Roy Choudhary, Shri A.K.
Srivastava and Company Secretary acts as Secretary to the Committee.

During the Financial Year 2023-24:

The NRC Committee is re-constituted in the Board Meeting dated 02.02.2024 in view of the appointment
of Shri Rajiv Kumar Lal (DIN: 07093037) as an Independent Director of the Company subject to the
approval of the members of the Company in the Extra-ordinary General Meeting dated 14.03.2024.

However, in view of the sad demise of Shri Brijendra Sahay on 14.02.2024, the composition of NRC
Committee is as given hereunder as on 31st March, 2024:

Shri Bibek Roy Choudhary Chairman

Shri A.K. Srivastava Member

Shri Rajiv Kumar Lal Member

Mrs. Apoorva Gupta Secretary

After the Financial Year 2023-24:

The Composition of the NRC Committee is in Compliance with the Regulations 19 of the SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015 as well as Section 178 of the Companies Act,
2013.

After the closure of Financial Year 2023-24, Shri Rajiv Kumar Lal (DIN: 07093037) resigned from the post
of Independent Director of the Company w.e.f. 19th July, 2024 due to pre-occupation.

Shri Madhukar (DIN: 00558818) is appointed as the Independent Director of the Company in the capacity
of Additional Director in the Board Meeting dated 13.08.2024, subject to the approval of members of the
Company in the ensuing Annual General Meeting. [Regulation 17(1C) of SEBI (LODR), 2015]

Subsequently, the NRC Committee has been re-constituted in the Board Meeting dated 13.08.2024
consisting three Directors as members of NRC Committee. Presently, the composition of NRC Committee
is as follows:

Shri Bibek Roy Choudhary Chairman

Shri A.K. Srivastava Member

Shri Madhukar Member

Mrs. Apoorva Gupta Secretary

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Board of Directors of Company had constituted Share Transfer Committee on 10th March, 2000
which was later renamed as Shareholders and Investors Grievances Committee which was further
renamed as Stakeholders Relationship Committee as pursuant to Section 178 of the Companies Act,
2013 and was further re-constituted on 3rd April, 2001,30th January, 2002, 29th July, 2006, 23rd October,
2008, 21st March 2009, 24th March 2010 and 8th November 2012.

In view of the demise of Shri J.N. Roy and Shri R.S. Rathore, Independent Directors of the Company, the
Board appointed Shri Bibek Roy Choudhary as Independent Director of the Company in the Board
Meeting held on 11.07.2022 and the Committee has been re-constituted.

During the Financial Year 2023-24:

The Stakeholders Relationship Committee is re-constituted in the Board Meeting dated 02.02.2024 in
view of the appointment of Shri Rajiv Kumar Lal (DIN: 07093037) as an Independent Director of the
Company subject to the approval of the members of the Company in the Extra-ordinary General Meeting
dated 14.03.2024.

However, in view of the sad demise of Shri Brijendra Sahay on 14.02.2024, the composition of
Stakeholders Relationship Committee is as given hereunder as on 31st March, 2024:

Shri Bibek Roy Choudhary Chairman

Shri A.K. Srivastava Member

Shri Rajiv Kumar Lal Member

Mrs. Apoorva Gupta Secretary

After the Financial Year 2023-24:

The Composition of the Stakeholders Relationship Committee is in Compliance with the Regulations 20 of
the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 as well as Section 178(5) of
the Companies Act, 2013.

After the closure of Financial Year 2023-24, Shri Rajiv Kumar Lal (DIN: 07093037) resigned from the post
of Independent Director of the Company w.e.f. 19th July, 2024 due to pre-occupation.

Shri Madhukar (DIN: 00558818) is appointed as the Independent Director of the Company in the capacity
of Additional Director in the Board Meeting dated 13.08.2024, subject to the approval of members of the
Company in the ensuing Annual General Meeting. [Regulation 17(1C) of SEBI (LODR), 2015]

Subsequently, the Stakeholders Relationship Committee has been re-constituted in the Board Meeting
dated 13.08.2024 consisting three Directors as members of Stakeholders Relationship Committee.
Presently, the composition of Stakeholders Relationship Committee is as follows:

Shri Bibek Roy Choudhary Chairman

Shri A.K. Srivastava Member

Shri Madhukar Member

Mrs. Apoorva Gupta Secretary

During the period under review, the Company has not received any complaint from the
Shareholders/Investors.

The Stakeholders Relationship Committee Meetings are held whenever required in case the grievances
of investors stand unresolved by the Registrar and Share Transfer Agent of Company M/s Link Intime
India Pvt. Ltd.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The details of the vigil mechanism are mentioned in the Corporate Governance Report and also available
at website of the Company i.e., www.saharaonemedia.com.

CORPORATE SOCIAL RESPONSIBILITY:

As required under Companies Act, 2013, Corporate Social Responsibility has been formed and
constituted. However no amount has been transferred in view of loss incurred by the Company for the
Financial Year 2023-24.

WEB LINK OF ANNUAL REPORT:

As per section 92(3) of Companies Act, 2013, every company shall place a copy of the annual return on the
website of the company, if any, and the web-link of such annual return shall be disclosed in the Board's
report. Thus, the Annual return of the Company is available on
http://www.saharaonemedia.com/investors.html.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee of the Company review the composition of the Board, to
ensure that there is an appropriate mix of abilities, experience and diversity to serve the interests of the
shareholders of the Company.

In accordance to Section 178 of Companies Act, 2013, the Nomination and Remuneration Policy was
formulated to govern the terms of nomination, appointment and remuneration of Directors, Key
Managerial and Senior Management Personnel of the Company.

The Policy ensures that (a) the level and composition of remuneration is reasonable and sufficient to
attract, retain and motivate directors of the quality required to run the Company successfully; (b)
relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and (c) remuneration to directors, key managerial personnel and senior management involves a balance
between fixed and incentive pay reflecting short and long term performance objectives appropriate to the
working of the Company and its goals. The Policy has been approved by the Nomination and
Remuneration Committee and the Board. The document as approved by the Board is available on the
company website www.saharaonemedia.com.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm's length
basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act
and the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges). There
were no materially significant Related Party Transactions made by the Company during the year that
would have required Shareholder approval under the Listing Regulations.

All Related Party Transactions are placed before the Audit Committee for approval. A statement of all
Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis,
specifying the nature, value and terms and conditions of the transactions.

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is
uploaded on the Company's website.

Details of the transactions with Related Parties are provided in the accompanying financial statements.
There were no transactions during the year which would require to be reported in Form AOC.2 appended
as Annexure-5 to the Board Report.

PARTICULARS OF LOANS. INVESTMENTS. GUARANTEES AND SECURITY PROVIDED

Details of loans, guarantees, investments and security provided pursuant to the provisions of Section 186
of the Companies Act, 2013, are provided in notes forming part of the financial statements.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance Requirements, pursuant to Regulations 17 to
27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 for the period and the Companies Act, 2013.

A report on Corporate Governance along with Certificate on its Compliance appended as Annexure-6 to
the Board Report.

MECHANISM FOR EVALUATING BOARD MEMBERS

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board
in consultation with the Nomination and Remuneration Committee lays down the evaluation criteria for the
performance evaluation of Executive/Non-Executive/ Independent Directors The questionnaire of the
survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for
identifying possible paths for improvement.

The following are the criteria on the basis of which the Directors are evaluated:

1) Knowledge to perform the role.

2) Time and Level of Participation.

3) Performance of Duties and Level of Oversight.

4) Professional Conduct and Independence. Feedback on each Director is encouraged to be provided as
a part of the survey.

BOARD EVALUATION

Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should
be carried out by Independent Directors and annual performance evaluation of Independent Directors
should be carried out by other Directors to the exclusion of Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and
framework adopted by the Board. The evaluation process has been explained in the Corporate
Governance Report which forms part of the Annual Report. The Board approved the evaluation process
results as collated by the Nomination & Remuneration Committee of the Company

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Your Company Internal Financial Control System are Commensurate with the nature, size and complexity
of the Business and Operations. They are routinely tested and certified by Internal Auditor Significant Audit
Observation and the Follow up actions are reported to the Audit Committee.

STATUTORY AUDITORS:

Messrs Gupta Rustagi & Co, Chartered Accountants, Mumbai (Firm Registration No. 128701W) were
appointed as Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of the
42nd Annual General Meeting for the F.Y. 2022-23 till the conclusion of the 47th Annual General Meeting
for F.Y. 2027-28, subject to approval of the Members.

M/s Gupta Rustagi & Co, Chartered Accountants, Mumbai having ICAI Firm Registration No. 128701W
have given their consent dated 08.05.2024 to hold office from the conclusion of 42nd Annual General
Meeting until the conclusion of the 47th Annual General Meeting of the Company i.e. Financial Year 2027¬
28 at a remuneration as may be decided by the Board of Directors of the Company. The Statutory Auditors
have given a confirmation to the effect that they are eligible to continue with their appointment and that
they have not been disqualified in any manner from continuing as Statutory Auditor.

AUDITORS’ REPORT:

Messrs Gupta Rustagi & Co, Chartered Accountants, Mumbai, submitted their Audit Report for the
Financial Year 2023-24. The Auditor has qualified the following points, the reply of management to which
is as under:

1. Attention is invited to the matter of deposit of Rupees 694,027.88 Thousand to Sahara-SEBI
Refund account in the matter of dispute in respect of repayment of Optionally Fully Convertible
Debentures (OFCDs) by two group companies, namely M/s Sahara India Real Corporation Limited
& Sahara Housing Investment Corporation Limited with Security and Exchange Board of India
(SEBI).The Honourable Supreme Court of India vide its order dated 21-11-2013 had directed that
Sahara Group of Companies shall not part with movable and immovable properties and
accordingly ‘SEBI' has seized the company's Fixed Deposit and Non-Current Investment.
Subsequent to this, Hon'ble Supreme Court vide it's order dated 4th June, 2014 has directed to
defreeze the Fixed Deposit account of the company subject to condition that total proceeds would
be transferred to special account opened by the ‘SEBI'. However, the matter is pending at
Honourable Supreme Court of India; we are unable to comment on the consequential impact, if any,
of the same on the financial result of the company.

2. Material uncertainty over going concern: The company has prepared its financial statements on a
going concern basis, notwithstanding the fact that the company does not have sufficient fund to pay
its creditors, recovery from debtors is pending since long, advances given for movie production has
stuck with the parties as company is unable to invest further fund and operational performance of
the company is comparatively low in comparison to its peers. These events cast significant doubt
on the ability of the Company to continue as a going concern. The financial results do not
adequately disclose these matters.

Further, due to certain non-compliance of regulation 33 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Securities and Exchange Board of India (SEBI)
has initiated penal actions as per circular no. SEBI/HO/CFD/CMD/CIR/P/2020/12 dated January
22, 2020 (SEBI SOP Circular) and has levied fines and the trading of the shares of the company has
been suspended since long and in further action the SEBI may freeze Demat account of Promoters.

3. Attention is invited to long pending content advances of Rupees 1,91,600 Thousand given to
producers/film houses/actors for acquisition/development Film content/rights. There is substantial
delay in completion of the projects. Company's ability to materialise content advances into the film
rights for exploitation is dependent on its funding the balance commitment agreed under the
contracts. In view of the above and financial position of the company, recoverability of content
advance or its materialization into film rights is doubtful. However as per agreement, the co¬
producer has agreed to pay the entire amount and in case of default, his entire IPR and negative
rights of the movie will be transferred to the company.

4. The bank balance confirmation of bank accounts having book balance of Rupees 2129.21
Thousand as on 31-03-2024 could not be obtained as these accounts are in dormant status. Had
balance confirmations been received, there may have been additional adjustments required to the
financial result which are not determinable, at this stage.

5. The company is carrying investment in subsidiary at cost. The carrying amount of the investment in
the subsidiary exceeds the carrying amount of the subsidiary's net assets including associated
goodwill in the consolidated financial statements as on date. This situation triggers an impairment
review but company has not tested its investment in subsidiary for impairment. Had impairment
review done by the company, the loss of the company would have been higher than reported loss
and value of investment would have been lower to the extent of such impairment.

6. The licence period of the media contents television rights given in earlier years to related party
customer has expired but the company has not entered any new agreement while the contents are
still being used by the customer. The management has replied that company is in talks with the
party and fresh agreement with the party will be entered soon. Had this agreement was made; the
revenue of the company would have been higher than the reported value.

Our Reply

1. Pursuant to the order of Hon'ble Supreme Court of India Rupees. 69,40,27,883/- has been
transferred to Sahara-SEBI Refund account, though the Company is not related in any way with the
dispute. The matter is subjudice in Supreme Court and Management is fully confident that amount
is fully recoverable hence no provisioning required. As the Company is not in any way involved in
litigations the management is fully confident that amount transferred by order of Hon;ble Supreme
Court of India will be refunded back once the final order is being passed by Hon'ble Supreme Court
of India.

2. Due to demise of two of the Company's Independent directors, The Board meeting for the
December and march Quarter was adjourned sine die and intimation about the same was duly
given to stock exchange and the unsigned Results were uploaded for the disclosure purpose. The
duly convened Board meetings were held on 11.07.2022 after appointment of director. The delay
was due to unavoidable and bonafide reasons and the request letter had been sent to BSE for
granting exemption in Regulation 33 for the aforesaid period.

3. In reference to point 3: The Company is doing regular follow up of the same is being done by the
Management officials and Company is confident of recovering the same amount with interest,
hence no provisioning required.

4. The Bank Accounts become dormant because of non-compliance of KYC as the satisfaction of the
Bank. The Bank Balance is negligible amounting to Rs. 2129.21 Thousand. The Company shall
take step for closure of Bank Account and alternatively will get the KYC compliant.

5. The matter is being taken in Sahara Sanchaar Limited, the subsidiary of the Company to ensure
the Bank Confirmation Certificate after due KYC compliances as per the guidelines issued by the
RBI. Alternatively, initiate for getting the account closed, if not required.8. As intimated to Statutory
Auditor during Audit, the Company is negotiating with the customer/parties for execution of fresh
agreements for amortisation of television at a higher value which is taking time. However, the
process is expected to be completed shortly.

6. As intimated to Statutory Auditor during Audit, the Company is negotiating with the
customer/parties for execution of fresh agreements for amortisation of television at a higher value
which is taking time. However, the process is expected to be completed shortly.

DETAILS OF BOARD MEETINGS

During the financial year under review, Four meetings of the Board of Directors were held, details of which
have been provided in the Corporate Governance Report.

PUBLIC DEPOSITS:

The Company has not accepted any public deposit during the year under review.

POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has in place, Policy on Prevention, Prohibition and Redressal of Sexual Harassment for
women at workplace in accordance with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complain Committee (ICC) has
been in place to redress complaints received regarding Sexual Harassment. The policy has set guidelines
on the redressal and enquiry process that is to be followed by the complainants and ICC, while dealing
with issues related to Sexual Harassment at workplace.

PARTICULARS REQUIRED UNDER COMPANIES (ACCOUNTS) RULES, 2014:

Information required to be provided under Section 134(3) of the Companies Act, 2013 read with
Companies (Accounts) Rules, 2014. Particulars of foreign currency earnings and outgo during the year
are given as hereunder:

Foreign Currency Earnings (Accrual Basis) - ' Nil

Foreign Currency Expenditures (Accrual Basis) - ' Nil

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (c) of the Companies Act, 2013, the Directors, based on the representation
received from the operating management, confirm that:-

(a) In the preparation of the Annual Accounts, the applicable accounting standards had been followed
alongwith proper explanation relating to material departures, if any, and there is no material
departure from following the accounting Standards.

(b) They have, in selection of accounting policies, consulted the Statutory Auditors and have applied
them consistently and made judgment and estimates that are reasonable and prudent, so as to give
true and fair view of the state of affairs of the Company as at the end of the Financial Year and of the
Profit or Loss of the Company for that period.

(c) They have taken proper and sufficient care to the best of their knowledge and ability, for the
maintenance of adequate accounting records in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company and preventing and detecting fraud and
other irregularities.

(d) They have prepared the Annual Accounts on a Going Concern basis, and

(e) They have laid down internal financial controls to be followed by the Company and that such
internal financial controls are adequate and were operating effectively.

(f) They had devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems were adequate and operating effectively.

GENERAL

There have been no material changes and commitments, which can affect the financial position of the
Company between the end of the financial year and the date of this Report.

Statutory Auditors of the Company have not reported any incident related to fraud during the financial year
2023-24 under Section 143(12) of the Companies Act, 2013.

ACKNOWLEDGEMENTS:

Your Directors acknowledge with thanks the support and co-operation extended by the Investors,
Bankers, Business Associates and employees at all levels for their valuable patronage.

For and on behalf of the Board of Directors of
Sahara One Media and Entertainment Limited

A.K. Srivastava Rana Zia

(Director) (Whole Time Director)

DIN-02323304 DIN-07083262

3/214, Vibhav Khand, Flat No. 501/507,

Near Kathauta Chauraha, Chapel Road, Near Udai Clinic,

Gomtinagar, Lucknow - 226 010. Nampally, Hyderabad - 500 001.

Date: 13.08.2024
Place: Lucknow