Directors Report of Madhya Pradesh Today Media Ltd.

Mar 31, 2025

Your Directors are pleased to present the 15^th Annual Report of the Company along with
financial statement for the financial year ended 31^st March, 2025. Further, in compliance
with Companies Act, 2013 the Company has made all requisite disclosures in the Board
Report with Objective of accountability and transparency in its operations and to make
you aware about its performance and future prospective.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial Year ended 31^st March,
2025 is summarized below:

(Amount In Lakhs)

Particulars	2024-25	2023-24
Revenue from operation	2196.56	2155.70
Other Income	54.91	20.36
Total Revenue	2224.47	2176.06
Depreciation & amortization expenses	85.76	85.49
Net Profit Before Exceptional Items & Tax	362.54	361.62
Net Profit Before Tax	375.75	360.25
Tax Expenses:
Current Tax	95.89	97.73
Deferred Tax	-38.99	9.89
Tax for earlier years/written back	-	-
Net Profit After Tax	318.85	252.63
Profit for the period from continued operations	318.85	252.63
Earning Per Shares (EPS):
Basic	6.98	5.53
Diluted	6.98	5.53

2. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is a
Part of Annual Report. Consolidated Financial Statement is not applicable to the
Company.

3. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS

The sales and other income for the year ended 31^st March, 2025 were Rs.2196.56 Lakhs
as against Rs. 2176.06 Lakhs in the previous year. The Operating Profit before Taxation
(PBT) amounted to Rs. 375.75 Lakhs as against Rs. 360.25 Lakhs in previous year. Total
Income/Profit after Tax (PAT) amounted to Rs. 318.85 Lakhs as against Rs. 252.63
Lakhs in previous year.

4. SHARE CAPITAL:

During the year under review, the Company has not issued shares with differential
voting rights nor granted stock options nor sweat equity.

• Disclosure regarding issue of equity shares with differential rights

All the equity shares issued by the Company carry similar voting rights and the
Company has not issued any equity shares with differential voting rights during
the financial year under review.

• Buy Back of Securities

The Company has not bought back any of its securities during the financial year
under review.

• Sweat Equity

The Company has not issued any Sweat Equity Shares during the financial year
under review.

• Bonus Shares

No Bonus Shares were issued during the financial year under review.

• Employees Stock Option Plan

The Company has not provided any Stock Option Scheme to the employees during the
financial year.

5. DIVIDEND:

During the year under review, the Company has not issued any dividend to its
Members of the Company.

6. TRANSFER TO GENERAL RESERVE:

The Board of Directors does not propose to transfer any amount to the reserves.

7. STATEMENT OF UTILISATION OF FUND RECEIVED FROM INITIAL PUBLIC
OFFERING (IPO)

Company has fully Utilized Proceeds from Initial Public Offer ("IPO") hence there is
no unutilized proceeds left.

8. SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of Section 129 of the Companies
Act, 2013 is not applicable.

9. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the Company''s operations in future.

10. LISTING ON STOCK EXCHANGES

The Equity shares of the Company are listed on SME Emerged Platform of National
Stock Exchange of India Limited. The Company has paid the annual listing fees for the
financial year 2025-2026.

11. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on March 31, 2025 is available on the Company''s website epaper.pradeshtoday.com

12. REPORTING OF FRAUDS BY AUDITOR:

Reporting of frauds by auditors During the year under review, neither the statutory
auditors nor the secretarial auditor has reported to the audit committee, under Section
143 (12) of the Companies Act, 2013, any instances of fraud committed against the
Company by its officers or employees, the details of which would need to be mentioned
in the Board''s report.

13. SECRETARIAL STANDARDS OF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board
of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company
Secretaries of India and approved by the Central Government.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with
respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. That in the preparation of the annual accounts, the applicable accounting standard had
been followed along with proper explanation relating to material departures

ii. That 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 at the end of the
financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of
adequate accounting records in accordance with the provision of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

v. That the directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.

vi. That the directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating

15. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the
Company confirming that they meet the criteria of independence as specified under
Section 149(6) of the Companies Act, 2013 read with schedules and rules issued
thereunder. They have also confirmed that they meet the requirements of "Independent
Director" as mentioned under Regulation 16(1)(b) of the SEBI (Listing Obligation and
Disclosure Requirement) Regulation, 2015.

Pursuant to Data Bank Notification relating to IICA dated 22nd October, 2019
Companies (Accounts) Amendments Rules, 2019, Companies (Creation and
Maintenance of Databank of Independent Directors) Rules, 2019 and Companies
(Appointment and Qualification of Directors) Fifth Amendment Rules, 2019, all the
existing Independent Directors have registered themselves with Indian Institute of
Corporate Affairs.

In the opinion of the Board, the independent directors are, individually, person of
integrity and possess relevant expertise and experience.

16. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company''s Independent Directors held their meeting on 14.02.2025, without the
attendance of Non-Independent Directors and members of the management. All
Independent Directors were present at the meeting.

17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition of Board of Directors:

During the period under review, the Board of Directors of the Company duly
constituted as per provisions of the Companies Act, 2013.

As on 31^st March, 2025, The Board of company consists of Four (4) Directors. The
composition and category of Directors are as follows:

Sr.	Name of the Director	DIN	Designation
1.	Mr. Hradayesh kumar dixit	03146320	Managing Director
2.	Mr. Kaustubh Dixit	07219025	Promoter Director
3.	Mr. Shantanu Dixit (w.e.f.27th June 2025.)	03146408	Additional Director (whole Time Director)
4.	Mr. Nitin Maheshwari	07860370	Independent Non-Executive Director.
5.	Ms. Gunjan Kaur Duggal	08151517	Independent Non-Executive Director.

Frequency and Quorum at these Meetings were in conformity with the provisions of the
Companies Act, 2013 and the "Listing Regulation" and the listing agreements entered
into by the company with the Stock Exchange. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015.

The following changes were made in the Board of Directors and Key Managerial
Personnel of the company.

* Mr. Shantanu Dixit, appointed as an additional (whole Time Director) w.e.f. 27^th
June, 2025 your requested to re-appoint himself in the ensuing annual general
meeting

* Re-appointment of Mr. Hradayesh Kumar Dixit, Chief Executive Officer and
Managing Director (CEO & MD), for a period of 03 (Three) years from July 5, 2025
to July 4, 2028 subject shareholders'' approval in the ensuing Annual General
Meeting.

Retirement by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Kaustubh Dixit (DIN:
7219025), Director of the Company is liable to retire by rotation at the forthcoming
Annual General Meeting and being eligible, offered himself for re-appointment.

The Board confirms that none of the Directors of the Company is disqualified from
being appointed as Director in terms of Section 164 of the Companies Act, 2013 and
necessary declaration has been obtained from all the Directors in this regard.

Pecuniary relationship or transactions with the Company During the year under
review, the Non-Executive Directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting fees, commission, and
reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board/ Committee(s) of the Company.

During the year under review, the Company does not have any Holding or
Subsidiary Company. Therefore, no Managing Director or Whole time Director has
received such Remuneration or commission and the provisions is not applicable.

Committees of the Board:

As per the applicable provisions of the Companies Act, 2013 and as per
Corporate Governance provisions as per Listing Obligations & Disclosure
requirements (LODR) Regulations, 2015, the company has three Committees of
the Board.

There are currently three Committees of the Board, as follows:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders'' Relationship Committee

A) ''AUDIT COMMITTEE''

The Committee has formed audit committee in line with the provisions of section
177 of the Companies Act, 2013.Audit Committee meeting is generally held for the
purpose of recommending the half yearly and yearly financial result. Additional
meeting is held for the purpose of reviewing the specific item included in terms of
reference of the Committee

During the year under review, Audit Committee met 3 (Three) times viz on May
30, 2024, September 5, 2024 and November 14, 2024.

The composition of the Committee and the details of meetings attended by its
members are given below:

S. No.	Name of Committee Member	Category	Designation	No. of meetings attended
1.	Mr. Nitin Maheshwari	Independent Director	Chairman	3
2.	Mrs. Gunjan Kaur Duggal	Independent Director	Member	3
3.	Mr. Kaustubh Dixit	Non-Executive Director	Member	3

The Statutory Auditors of the Company are invited in the meeting of the Committee
wherever requires. Chief Financial Officer of the Company is a regular invitee at
the Meeting. Recommendations of Audit Committee have been accepted by the
Board wherever/whenever given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle
Blower Policy. The policy enables the employees to report to the management
instances of unethical behaviour actual or suspected fraud or violation of
Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to
report genuine concerns or grievances and provide for adequate safe guards against
victimization of the Whistle Blower who avails of such mechanism and also
provides for direct access to the Chairman of the Audit Committee in exceptional
cases. The functioning of vigil mechanism is reviewed by the Audit Committee
from time to time. None of the Whistle blowers has been denied access to the Audit
Committee of the Board.

The Whistle Blower Policy of the Company is available on the website of the
Company epaper.pradeshtoday.com

B) NOMINATION AND REMUNERATION COMMITTEE''

The Company has formed Nomination and Remuneration committee in line with
the provisions of Section 178 of the Companies Act, 2013. Nomination and
Remuneration Committee meetings are generally held for identifying the persons
who are qualified to become Directors and may be appointed in senior management
and recommending their appointments and removal.

During the year under review, 1 (One) Meeting of Nomination and Remuneration
Committee was held on February 14, 2025. The composition of the Committee and
the details of meetings attended by its members are given below:

S. No.	Name of Committee Member	Category	Designation	No. of meetings attended
1.	Mr. Nitin Maheshwari	Independent Director	Chairman	1
2.	Mrs. Gunjan Kaur Duggal	Independent Director	Member	1
3.	Mr. Kaustubh Dixit	Non-Executive Director	Member	1

Nomination and Remuneration Policy:

In accordance with Section 134(3) of the Act, the amended Policy is also uploaded
on the Company''s website at epaper.pradeshtoday.com

C) STAKEHOLDERS RELATIONSHIP COMMITTEE''

Pursuant to the provisions of section 178 of the Companies Act, 2013, the Company
has constituted Stakeholder''s Grievance & Relationship Committee mainly to focus
on the redressal of Shareholders'' / Investors'' Grievances, if any, like Transfer /
Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual
Report; Dividend Warrants; etc.,

During the year under review, 1 (One) Meeting of Stakeholders Relationship
Committee was held on February 14, 2025.

The composition of the Committee and the details of meetings attended by its
members are given below:

S. No.	Name of Committee Member	Category	Designation	No. of meetings attended
1	Mrs. Gunjan Kaur Duggal	Independent Director	Chairman	1
2	Mr. Nitin Maheshwari	Independent Director	Member	1
3	Mr. Kaustubh Dixit	Non-Executive Director	Member	1

During the year, the Company had not received any complaints from the
Shareholders. There was no complaint pending as on March 31, 2025.

18. STATUTORY AUDITOR:

At the 13^th AGM held on Saturday the September 30, 2023, Members appointed
M/s. S. N. Gadiya & Co., Chartered Accountants, (Firms Registration No.002052C),
Indore, as Statutory Auditors of the Company, for a period of five years from the
conclusion of the 13th AGM till the conclusion of the 18thAGM. Pursuant to the
provisions of Section 40 of the Companies Amendment Act, 2017, which was
notified on May 7, 2018, Members are not required to ratify appointment of
Statutory Auditors at every AGM. Pursuant to the provisions of Sections 139(1) and
141 of the Act, the Company has received Certificate from M/s. S. N. GADIYA &
CO., Chartered Accountants, certifying that if they are appointed as Auditors, their
appointment would be as per the conditions prescribed by the said Sections.

19. SECRETARIAL AUDITOR

The Company has appointed M/s. HSPN And Associates LLP (Formerly known as
HS Associates), Practicing Company Secretaries, as Secretarial Auditor of the
Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to
issue Secretarial Audit Report as per the prescribed format under rules in terms of
Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Their report
is appended to this Annual Report as Annexure A to Director''s Report.

Further, the Board has appointed M/s. HSPN & Associates LLP, Practicing Company
Secretary to conduct Secretarial Audit of the Company for a period of 5 years i.e.
from FY2025-26 to 2029-30, subject to approval of the Members at the ensuing AGM.

20. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 & the rules
made there under (including any statutory modification(s) or re-enactment(s)
thereof, for the time being in force), the board of directors of the company on
recommendation of Audit Committee, at their meeting held on May 30 2024 had
appointed M/s. Tanishq Tharani & Co, Chartered Accountants of India, having
membership number 029091C, as Internal Auditors to conduct Internal Audit for
the financial year 2024-25.

21. Explanation or comments on Qualifications, Reservations or Adverse Remarks or
Disclaimers made by the Auditors and the Practicing Company Secretary in their
Reports:

The auditor''s report for the financial year 2024 - 25 does not contain any
qualifications, reservation or adverse remark. The Auditor''s Report is enclosed with
the financial statements in this Annual Report.

Observations of Secretarial Auditor:

(a) The Company has received Show Cause Notice dated 12^th June, 2024 from
National Stock Exchange of India Limited (NSE) for Violation of Regulation 6(1)
of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 i.e.,
with regards to same default of Non-appointment of Company Secretary for the
interim period between 22^nd September, 2023 to 5^th March, 2024. National Stock
Exchange of India Limited (NSE) vide its Show Cause Notice, levied a penalty
of Rs. 76,700/- (Rs. 65,000 GST 18%).

Board''s Reply: The Company filed application on 20^th June, 2024, for waiver of
penalty of Rs. 76,700 which was levied by the NSE vide their letter dated 12^th June,
2024. The waiver application was rejected by NSE vide their communication on 15^th
August, 2024. Thereafter, the Company paid the said penalty of Rs. 76,700/ - (Rs.
65,000 GST 18%) to the NSE on 21^st August, 2024. The matter is now closed from
the Company''s side.

22. CORPORATE GOVERNANCE:

Since the Company is listed on SME Emerge Platform of NSE, by virtue of Regulation
15 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("
LODR") the compliance with the corporate governance provisions as specified in
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 are not applicable to the Company. Hence, Corporate
Governance Report does not form part of this Annual Report.

23. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY
BENEFIT ACT 1961:

The

Company has complied with the provisions of the Maternity Benefit Act, 1961, and
during the year, there was no claim for maternity benefits by any woman employee.
The Company continues to comply with the provisions of the Maternity Benefit Act,
1961, The Company remains committed to fostering an inclusive and supportive
workplace for its women employees.

24. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND
PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in
terms of Section 125 of the Companies Act, 2013.

25. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-
enactment(s) for the time being in force).

26. PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each whole-time director and key managerial personnel
(KMP) to the median of employee''s remuneration as per section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 Forms part of the Boards report
(Annexure B).

There have been no employees other than Managing Director, CFO and CS who is
drawing the remuneration as specified in Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, therefore the required details are
not provided in this report.

27. DISCLOSURE OF SEXUAL HARSSEMENT OF WOMEN AT WORKPLACE:

The Company has adopted a policy on prevention, prohibition and redressal of sexual
harassment at the workplace in line with the provisions of the Sexual Harassment of
Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules
there under for prevention and redressal of complaints of sexual harassment at
workplace.

During the year and under review the Company has not received any complaints on
sexual harassment.

The details as required under the law for the compliant is provided below:

Number of complaints of sexual harassment received in the year;	Number of complaints disposed off during the year	Number of cases pending for more than ninety days
NIL	NIL	NIL

28. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company.

29. INTERNAL FINANCIAL CONTROLS

The Company''s internal control systems are commensurate with the nature of its
business and the size and complexity of its operations. These are routinely tested and
certified by Statutory Auditors. Significant audit observations and follow up actions
thereon are reported to the Audit Committee.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER
SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT
OF BOARD OF DIRECTORS) RULES, 1988:

(A) Conservation of energy: -

i. The steps taken or impact on conservation of energy:

Use of Energy efficient LED lights at office area, Street light and shop floor and
parking area at all offices, branches and units.

Avoiding use of Elevators to conserve Electric Energy.

ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii. The capital investment on energy conversation equipment''s: N.A.

(B) Technology absorption:

i. The efforts made towards technology absorption: N.A.

ii. The benefits derived like product improvement, cost reduction product
development or import substitution:

In respect of Newspaper, Company has explored the possibilities to increase its
circulation sales and reduction is cost.

iii. In case of imported technology (imported during the last three years reckoned
from the beginning of the financial year):

(a) No technology has been imported during previous three financial years.

(b) The year on 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

iv. The expenditure incurred on Research and Development:

No expenditure exclusively on Research and Development has been incurred
during

Foreign exchange earnings and out-go are set out below:

Particulars	Financial year	Financial year
	ended on March	ended on March
	31, 2025 (in INR (in	31, 2024 (in INR (in
	Lakhs)	Lakhs)
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

(Including capital goods and other expenditure)

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES

There were no transactions entered into with related parties as defined under
Companies Act, 2013 during the year were in the ordinary course of business and on an
arm''s length basis, and did not attract provisions of Section 188 of Companies Act, 2013
relating to approval of shareholders. There have been no material related party
transactions undertaken by the Company under Section 188 of the Companies Act, 2013
and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of
Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts)
Rules 2014 - ''AOC-2''.

32. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:

During the Year, The Company has not given any loans or not made any investments.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

There no material changes and commitments affecting the financial position of the
Company between the end of the financial year of the Company to which the financial
statements relate and the date of the report.

34. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS
PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance
and as well as that of its Committees and individual Directors, including the Chairman
of the Board. The exercise was carried out through a structured evaluation process
covering various aspects of the Boards functioning such as composition of the Board &
committees, experience & competencies, performance of specific duties & obligations,
governance issues etc. Separate exercise was carried out to evaluate the performance of
individual Directors including the Board Chairman who were evaluated on parameters
such as attendance, contribution at the meetings and otherwise, independent judgment,
safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and
that of the Chairman and the Non-Independent Directors were carried out by the
Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.

35. RISK MANAGEMENT POLICY:

The Company has laid down sufficient procedures about risk assessment and its
elimination and/or its minimization.

The Company has adopted a Policy on Risk Management, to ensure sustainable
business growth with stability and to promote a pro-active approach in reporting,
evaluating and resolving risks associated with the Company''s business. In order to
achieve the key objective, this Policy establishes a structured and disciplined approach
to Risk Management, in order to guide decisions on risk related issues.

The Company''s management systems, organizational structures, processes, standards,
code of conduct, Internal Control and Internal Audit methodologies and processes that
governs how the Company conducts the business of the Company and manages
associated risks.

36. OTHER DISCLOSURES:

The Board of Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the financial year
2024-2025.

1. Deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any
scheme.

4. The Company does not have any Employees'' Stock Option Scheme.

5. The Company does not have any scheme of provision of money for the purchase of its
own shares by employees or by trustees for the benefit of employees.

6. The Company has not received any complaints under Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company''s operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

9. There was no change in the nature of business of the Company, during the year under review.

37. RATING:

Company has not been taken Credit Rating from any credit Rating Agency.

38. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as
stipulated under Regulation 34 (e) of the SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 is annexed to this Report.

39. POLICIES:

The Company seeks to Promote Highest levels of ethical standards in the normal
business transactions guided by the value system. The SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for
Listed Companies. The Policies are reviewed periodically by the Board and are updated
based on the need and compliance as per the applicable laws and rules and as amended
from time to time. The policies are available on the website of the Company at
epaper.pradeshtoday.com

40. CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read
with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding corporate social
responsibility do not apply to the company for the period under review.

41. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant of the provisions of the Companies Act, 2013 and as per regulation 17(10) of
the SEBI (LODR) Regulation, 2015, the Company has devised a policy containing criteria
for evaluating the performance of the independent. Non-Executive and Executive
Directors, Board and committees. Feedback was sought by way of structured
questionnaire covering various aspects of the Boards functioning, such as adequacy of
the composition of the Board and its committee, Board culture, execution and
performance of specific duties, obligations and governance. The manner in which
evolution has been carried out in the Corporate Governance report, forming part of this
Annual Report.

42. FAMILIARISATION PROGRAMME FOR DIRECTORS:

Upon appointment of a new Independent Director, the Company issues a formal Letter
of Appointment, which sets out in detail, inter-alia, the terms and conditions of
appointment, their duties, responsibilities and expected time commitments. The terms
and conditions of their appointment are disclosed on the Company''s website.

The Board members are provided with the necessary documents, presentation, reports
and policies to enable them to familiarize with the Company''s procedures and practices.
Periodic presentations are made at the meetings of Board and its Committees, on
Company''s performance. Detailed presentations on the Company''s businesses and
updates on relevant statutory changes and important laws are also given in the meetings

The policy on Company''s familiarization program for Independent Directors is posted
on Company''s website at epaper.pradeshtoday.com

43. INSOLVENCY AND BANKRUPTCY CODE:

During the year, there was no application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 hence the requirement to disclose the details of
application made or proceeding pending at the end of financial year is not applicable.

44. DISCLOSURE UNDER RULE 8(5)(XII) OF THE COMPANIES (ACCOUNTS) RULES,
2014:

During the year, there were no instances where your Company required the
valuation for one time settlement or while taking the loan from the Banks or
Financial institutions. The requirement to disclose the details of difference between
amount of valuation done at the time of onetime settlement and valuation done
while taking loan from the Banks and Financial Institutions along with the reasons
thereof is also not applicable.

45. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing
the Company''s objectives, expectations or forecasts may be forward looking within the
meaning of applicable securities laws and regulations. Actual results may differ
materially from those expressed in the statement. Important factors that could influence
the Company''s operation include global and domestic demand and supply conditions
affecting selling prices of Raw Materials, Finished Goods, input availability and prices,
changes in government regulations, tax laws, economic developments within and
outside the country and various other factors.

46. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for assistance and co-operation
received from the financial institutions, banks, Government authorities, customers,
vendors and members during the year under review. Your Directors also wish to place
on record their deep sense of appreciation for the committed services by the executives,
staff and workers of the Company.

On Behalf of Board of Directors
Sd/-

Hradayesh Kumar Dixit
Managing Director
DIN: 03146320

Place: Bhopal

Date: 04^th September, 2025

---

Mar 31, 2024

Your Directors are pleased to present the 14^th Annual Report of the Company along with financial statement for the financial year ended 31^st March, 2024. Further, in compliance with Companies Act, 2013 the Company has made all requisite disclosures in the Board Report with Objective of accountability and transparency in its operations and to make you aware about its performance and future prospective.

1. FINANCIAL RESULTS:

The financial performance of the Company for the financial Year ended 31^st March, 2024 is summarized below:

(Amount In Lakhs)
Particulars	2023-24	2022-23
Revenue from operation	2155.70	2181.37
Other Income	20.36	20.77
Total Revenue	2176.06	2202.14
Depreciation & amortization expenses	85.49	88.94
Net Profit Before Exceptional Items & Tax	361.62	347.33
Net Profit Before Tax	360.25	346.54
Tax Expenses:
Current Tax	97.73	92.78
Deferred Tax	9.89	3.80
Tax for earlier years/written back	-	6.09
Net Profit After Tax	252.63	243.88
Profit for the period from continued operations	252.63	243.88
Earning Per Shares (EPS):
Basic	5.53	5.34
Diluted	5.53	5.34

2. BUSINESS PERFORMANCE/STATE OF COMPANY AFFAIRS

The sales and other income for the year ended 31^st March, 2024 were Rs. 2176.06 Lakhs as against Rs. 2202.14 Lakhs in the previous year. The Operating Profit before Taxation (PBT) amounted to Rs. 360.25 Lakhs as against Rs. 346.54 Lakhs in previous year. Total Income/Profit after Tax (PAT) amounted to Rs. 252.63 Lakhs as against Rs. 243.88 Lakhs in previous year.

3. SHARE CAPITAL:

During the year under review, the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity.

4. DIVIDEND:

During the year under review, the Company has not issued any dividend to its Members of the Company.

5. TRANSFER TO GENERAL RESERVE:

The Board of Directors does not propose to transfer any amount to the reserves.

6. STATEMENT OF UTILISATION OF FUND RECEIVED FROM INITIAL PUBLIC OFFERING (IPO)

Company has fully Utilized Proceeds from Initial Public Offer ("IPO") hence there is no unutilized proceeds left.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provisions of Section 129 of the Companies Act, 2013 is not applicable.

8. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company''s operations in future.

9. LISTING ON STOCK EXCHANGES

Listing on stock exchanges The Company''s shares are listed on the National Stock Exchange of India Limited.

10. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website epaper.pradeshtoday.com

11. REPORTING OF FRAUDS BY AUDITOR:

Reporting of frauds by auditors During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

12. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the financial year, the Board had met 6 (Six) times on May 30, 2023, September 06, 2023, September 21, 2023, November 10, 2023, February 14, 2024, March 6, 2024. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

13. SECRETARIAL STANDARDSOF ICSI:

The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (c) of Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. That in the preparation of the annual accounts, the applicable accounting standard had been followed along with proper explanation relating to material departures

ii. That 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 at the end of the financial year and of the Profit or Loss of the Company for that period.

iii. That the Directors have taken proper and sufficient care for the maintenances of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Directors have prepared the Annual accounts on a going concern basis.

v. That the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating

15. DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

A separate meeting of Independent Directors was held on February 14, 2024 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

16. COMMITTEES OF THE BOARD:

As per the applicable provisions of the Companies Act, 2013 and as per Corporate Governance provisions as per Listing Obligations & Disclosure requirements (LODR) Regulations, 2015, the company has three Committees of the Board.

There are currently three Committees of the Board, as follows:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders'' Relationship Committee

Details of all the Committees along with their charters, composition and meetings held during the year, as under:

''AUDIT COMMITTEE''

The Committee has formed audit committee in line with the provisions of section 177 of the Companies Act, 2013.Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial result. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the Committee

During the year under review, Audit Committee met 3 (Three) times viz on May 30, 2023 September 6, 2023 and November 10, 2023.

The composition of the Committee and the details of meetings attended by its members are given below:

S. No.	Name of Committee Member	Category	Designation	No. of meetings attended
1.	Mr. Nitin Maheshwari	Independent Director	Chairman	3
2.	Mrs. Gunjan Kaur Duggal	Independent Director	Member	3
3.	Mr. Kaustubh Dixit	Non-Executive Director	Member	3

The Statutory Auditors of the Company are invited in the meeting of the Committee wherever requires. Chief Financial Officer of the Company is a regular invitee at the Meeting. Recommendations of Audit Committee have been accepted by the Board wherever/whenever given.

Vigil Mechanism:

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behaviour actual or suspected fraud or violation of Company''s Code of Conduct.

Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board.

The Whistle Blower Policy of the Company is available on the website of the Company epaper.pradeshtoday.com

NOMINATION AND REMUNERATION COMMITTEE''

The Company has formed Nomination and Remuneration committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meetings are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removal.

During the year under review, 1 (One) Meeting of Nomination and Remuneration Committee was held on February 14, 2024. The composition of the Committee and the details of meetings attended by its members are given below:

S. No.	Name of Committee Member	Category	Designation	No. of meetings attended
1.	Mr. Nitin Maheshwari	Independent Director	Chairman	1
2.	Mrs. Gunjan Kaur Duggal	Independent Director	Member	1
3.	Mr. Kaustubh Dixit	Non-Executive Director	Member	1

Nomination and Remuneration Policy:

In accordance with Section 134(3) of the Act, the amended Policy is also uploaded on the Company''s website at epaper.pradeshtoday.com

STAKEHOLDERS RELATIONSHIP COMMITTEE''

Pursuant to the provisions of section 178 of the Companies Act, 2013, the Company has constituted Stakeholder''s Grievance & Relationship Committee mainly to focus on the

redressal of Shareholders'' / Investors'' Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Share Certificates; Non-receipt of Annual Report; Dividend Warrants; etc.,

During the year under review, 1 (One) Meeting of Stakeholders Relationship Committee was held on February 14, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

S. No.	Name of Committee Member	Category	Designation	No. of meetings attended
1	Mrs. Gunjan Kaur Duggal	Independent Director	Chairman	1
2	Mr. Nitin Maheshwari	Independent Director	Member	1
3	Mr. Kaustubh Dixit	Non-Executive Director	Member	1

During the year, the Company had not received any complaints from the Shareholders. There was no complaint pending as on March 31, 2024.

17. Explanation or comments on Qualifications, Reservations or Adverse Remarks or Disclaimers made by the Auditors and the Practicing Company Secretary in their Reports

The auditor''s report for the financial year 2023-24 does not contain any qualifications, reservation or adverse remark. The Auditor''s Report is enclosed with the financial statements in this Annual Report.

Observations of Secretarial Auditor:

a) During the interim period of 22^nd September, 2023 to 5^th March, 2024, there was a Noncompliance of Section 203 of Companies Act, 2013 read with Rule 8A of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 for Nonappointment of Company Secretary.

Board''s Reply: The Board of Directors of the Company appointed Company Secretary w.e.f. 6^th March, 2024 and the default has been made good.

b) During the Financial Year, Company received Show Cause Notice dated 11^th March, 2024 from National Stock Exchange of India Limited (NSE) for Violation of Regulation 6(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 i.e., with regards to Non-appointment of Company Secretary for the quarter ended 31^st December, 2023. National Stock Exchange of India Limited (NSE) vide its Show Cause Notice, levied a penalty of Rs. 11,800/- (Rs. 10,000 GST 18%).

Board''s Reply: The Board of Directors of the Company appointed Company Secretary w.e.f. 6^th March, 2024 and the default has been made good. Further, the Company paid

the said penalty amount to NSE on 12^th March, 2024. The matter is now closed from the Company''s side.

c) Further the Company received Show Cause Notice dated 12^th June, 2024 from National Stock Exchange of India Limited (NSE) for Violation of Regulation 6(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 i.e., with regards to same default of Non-appointment of Company Secretary for the interim period between 22^nd September, 2023 to 5^th March, 2024. National Stock Exchange of India Limited (NSE) vide its Show Cause Notice, levied a penalty of Rs. 76,700/- (Rs. 65,000 GST 18%).

Board''s Reply: The Company filed application on 20^th June, 2024, for waiver of penalty of Rs. 76,700 which was levied by the NSE vide their letter dated 12^th June, 2024. The waiver application was rejected by NSE vide their communication on 15^th August, 2024. Thereafter, the Company paid the said penalty of Rs. 76,700/- (Rs. 65,000 GST 18%) to the NSE on 21^st August, 2024. The matter is now closed from the Company''s side.

18. STATUTORY AUDITOR:

At the 13^th AGM held on Saturday the September 30, 2023, Members appointed M/ s. S. N. Gadiya & Co., Chartered Accountants, (Firms Registration No.002052C), Indore, as Statutory Auditors of the Company, for a period of five years from the conclusion of the 13^th AGM till the conclusion of the 18^thAGM. Pursuant to the provisions of Section 40 of the Companies Amendment Act, 2017, which was notified on May 7, 2018, Members are not required to ratify appointment of Statutory Auditors at every AGM. Pursuant to the provisions of Sections 139(1) and 141 of the Act, the Company has received Certificate from M/s. S. N. GADIYA & CO., Chartered Accountants, certifying that if they are appointed as Auditors, their appointment would be as per the conditions prescribed by the said Sections.

19. INTERNAL AUDITOR:

The Company has appointed M/ s. Tanishq Tharani & Co., Chartered Accountants, Indore as Internal Auditor of the Company for the financial year 2023-24.

20. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

21. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of Listing Regulations, the Company has appointed M/s. HSPN & Associates, LLP, Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial year 2023-2024.

The Secretarial Audit Report (MR-3) signed by Mrs. Uravshi Rathi (ACS:21874), Partner, HSPN & Associates, LLP, Company Secretaries for the year ended on 31st March, 2024 is self-explanatory and is annexed herewith.

22. PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

23. PARTICULARS OF EMPLOYEES:

The ratio of the remuneration of each whole-time director and key managerial personnel (KMP) to the median of employee''s remuneration as per section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 Forms part of the Boards report (Annexure B).

24. DISCLOSURE OF SEXUAL HARSSEMENT OF WOMEN AT WORKPLACE:

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace.

During the year and under review the Company has not received any complaints on sexual harassment.

25. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

26. INTERNAL FINANCIAL CONTROLS

The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory Auditors. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

27. STOCK CODES/SYMBOL:

NSE: MPTODAY

Listing fees as applicable have been paid for the financial year 2023-24.

28. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 217(1) COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

(A) Conservation of energy: -

i. The steps taken or impact on conservation of energy:

Use of Energy efficient LED lights at office area, Street light and shop floor and parking area at all offices, branches and units.

Avoiding use of Elevators to conserve Electric Energy.

ii. The steps taken by the Company for utilizing alternate sources of energy: N.A.

iii. The capital investment on energy conversation equipment''s: N.A.

(B) Technology absorption:

i. The efforts made towards technology absorption: N.A.

ii. The benefits derived like product improvement, cost reduction product development or import substitution:

In respect of Newspaper, Company has explored the possibilities to increase its circulation sales and reduction is cost.

iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

No technology has been imported during previous three financial years.

iv. The expenditure incurred on Research and Development:

No expenditure exclusively on Research and Development has been incurred during

29. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Kaustubh Dixit (DIN: 07219025) Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The Board of Directors of the Company commends his re-appointment.

During the year Mr. Shantanu Dixit, (DIN: 03146408) has resigned from the position of Whole Time Director of the Company w.e.f., 6^th September, 2023 and continued to act as Chief Financial Officer (CFO) designated as KMP of the company.

During the year Mr. Anuj Agarwal, (ACS: 38980) resigned from the position of Company Secretary & Compliance Officer of the company w.e.f., 21^st September, 2023.

Further during the year Ms. Megha Neema, (ACS: 39643) appointed as Company Secretary & Compliance Officer of the company w.e.f., 6^th March, 2024.

Pecuniary relationship or transactions with the Company During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There were no transactions entered into with related parties as defined under Companies Act, 2013 during the year were in the ordinary course of business and on an arm''s length basis, and did not attract provisions of Section 188 of Companies Act, 2013 relating to approval of shareholders. There have been no material related party transactions undertaken by the Company under Section 188 of the Companies Act, 2013 and hence, no details have been enclosed pursuant to clause (h) of subsection (3) of Section 134 of Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 - ''AOC-2''.

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the Year, The Company has not given any loans or not made any investments.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There no material changes and commitments affecting the financial position of the Company between the end of the financial year of the Company to which the financial statements relate and the date of the report.

33. POLICY ON DIRECTORS APPOINTMENT, REMUNERATION & BOARDS PERFORMANCE:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non-Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

34. RISK MANAGEMENT POLICY:

The Company has laid down sufficient procedures about risk assessment and its elimination and/or its minimization.

The Company has adopted a Policy on Risk Management, to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the Company''s business. In order to achieve the key objective, this Policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Company''s management systems, organizational structures, processes, standards, code of conduct, Internal Control and Internal Audit methodologies and processes that governs how the Company conducts the business of the Company and manages associated risks.

35. OTHER DISCLOSURES:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the financial year 20232024.

1. Deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

4. The Company does not have any Employees'' Stock Option Scheme.

5. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

6. The Company has not received any complaints under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

7. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

8. No fraud has been reported by the Auditors to the Audit Committee or the Board.

36. RATING:

Company has not been taken Credit Rating from any credit Rating Agency.

37. MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

The Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (e) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is annexed to this Report.

38. POLICIES:

The Company seeks to Promote Highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, mandates formulation of certain policies for Listed Companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company at epaper.pradeshtoday.com

39. CORPORATE SOCIAL RESPONSIBILITY:

The Provisions of Section 134(3) (o) and Section 135 of the Companies Act, 2013 read with Rule 8 of Companies (CSR Policy) Rules, 2014 regarding corporate social responsibility do not apply to the company for the period under review.

40. PERFORMANCE EVALUATION OF THE BOARD:

Pursuant of the provisions of the Companies Act, 2013 and as per regulation 17(10) of the SEBI (LODR) Regulation, 2015, the Company has devised a policy containing criteria for evaluating the performance of the independent. Non-Executive and Executive Directors, Board and committees. Feedback was sought by way of structured questionnaire covering various aspects of the Boards functioning, such as adequacy of the composition of the Board and its committee, Board culture, execution and performance of specific duties, obligations and governance. The manner in which evolution has been carried out in the Corporate Governance report, forming part of this Annual Report.

41. FAMILIARISATION PROGRAMME FOR DIRECTORS:

Upon appointment of a new Independent Director, the Company issues a formal Letter of Appointment, which sets out in detail, inter-alia, the terms and conditions of appointment, their duties, responsibilities and expected time commitments. The terms and conditions of their appointment are disclosed on the Company''s website.

The Board members are provided with the necessary documents, presentation, reports and policies to enable them to familiarize with the Company''s procedures and practices. Periodic presentations are made at the meetings of Board and its Committees, on Company''s performance. Detailed presentations on the Company''s businesses and updates on relevant statutory changes and important laws are also given in the meetings

The policy on Company''s familiarization program for Independent Directors is posted on Company''s website at epaper.pradeshtoday.com

42. CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operation include global and domestic demand and supply conditions affecting selling prices of Raw Materials, Finished Goods, input availability and prices, changes in government regulations, tax laws, economic developments within and outside the country and various other factors.

43. ACKNOWLEDGEMENTS:

Your Directors would like to express their appreciation for assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.