Directors Report of Crystal Business System Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting the 31^st Annual Report on the business and operations
of your Company along with the Annual Audited Financial Statements for the financial year ended
31^st March, 2025.

Financial Summary of the Company

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

Particulars	Year ended 31.03.2025 (In Lacs)	Year ended 31.03.2024 (In lacs)
Income (Gross)	1760.94	1555.67
Expenditure	1625.02	1500.36
Profit/(Loss) before Exceptional and extraordinary Items and tax	135.92	55.31
Less:- Tax Expense
Current Tax/Mat	40.83	15.75
Deferred Tax Adjustment-Cr/Dr)	-3.15	-1.53
Tax Adjustments for Earlier Year	7.54	0.09
Profit/ (Loss) after Tax	90.55	33.61

Dividend

No dividend was declared for the current financial year by the company.

Reserves

The Company has not transferred any amount from the statement of profit and loss to general reserve
during the year under review.

Brief description of the Company’s working during the year

During the year, the net revenue from operations of your Company increased from Rs. 1541.00 Lakhs
to Rs. 1722.38 Lakhs.

The Company has recorded a Net Profit of Rs. 90.55 Lakhs in the financial year ended 31st March,
2025.

Change in the nature of business

The Company is engaged in the business of launching television channels, for the news, films, music,
serial, and others programmes and to carry on the business of T.V. News, films, music, serials and
feature agency on a worldwide network having stringers, special correspondence, and representatives
at different centers and other allied activities and there has been no change in the nature of business
during the year under review by the Company.

Significant & Material Orders Passed by the Regulators or Courts or Tribunals
Impacting the Going Concern Status of the Company

The following order has been passed by the Regulators or Courts or Tribunals

1. SEBI has passed an order on 29th May 2025, regarding YouTube in the scrip of Sadhna
Broadcast Limited-WTM/AN7ISD/ISD-SEC-1/28226/2023-24 on violation of provisions of
Securities and Exchange Board of India Act, 1992 (hereinafter referred to as “SEBI Act”) and
various regulations framed thereunder including SEBI (Prohibition of Fraudulent and
Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (hereinafter
referred to as “PFUTP Regulations where it has imposed debarment ranging from 2 to 5 years
and monetary penalties between ?10 lakh and ?2 crore against the following
individuals/entities."

i. Promoters of Crystal Business System Limited (formerly known as Sadhna Broadcast
Limited) i.e. GAURAV GUPTA, POOJA AGGARWAL, SHREYA GUPTA, SAURABH
GUPTA.

ii. Director of Crystal Business System Limited (formerly known as Sadhna Broadcast Limited)

i.e. Arpan Gupta.

2. A demand order has been received from the Office of the CGST, Delhi North, dated 19th
November 2024, imposing a monetary demand of ?9,58,96,469/- along with an equivalent penalty
amounting to ?9,58,96,469/- for wrongly availed in violation of provisions of rules 2(1), 3(1), 9(1)
and 9(6) of the CENVAT Credit Rules, 2004 read with Finance Act, 1994 and Section 174 of the
CGST Act, 2017.

Material changes and commitments, if any, affecting the financial position of the
Company which have occurred between the end of the financial year of the Company
to which the financial statements relate and the date of the report.

The board of directors in its meeting held on 22^nd January 2025, has decided to change the name
of the company Sadhna Broadcast limited to Crystal Business System Limited as it will bring in
novelty and creativity to the existing name as a step towards revamping of the company.

Further the same was approved by the members in the EGM held on 27^th March, 2025 with special
Resolution. The same was approved by the Registrar of Companies on dated 01^st May 2025, all the
necessary formalities have been completed with the related regulatories.

Details of Subsidiary/Joint Venture/ Associate Companies

During the year under review, the Company has no Subsidiary/Joint Venture/ Associate Company.

Performance and financial position of each of the subsidiaries, associates and joint
venture companies included in the consolidated financial statement

The Company has no subsidiaries, associates and joint venture companies so this point is not
applicable on the Company.

Details in Respect of Frauds Reported by Auditors under Sub-Section (12) Of Section
143 other than those which are Reportable to The Central Government

Auditors have not reported any frauds during the year under review.

Public Deposits

During the year under review, the Company has not accepted any deposit under Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations 2015,
a separate exercise was carried out to evaluate the performance of individual Directors including
the Chairman of the Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the interest of the Company. The
performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent Directors was carried out by the
Independent Directors. The Board also carried out annual performance evaluation of the working
of its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee. The
Directors expressed their satisfaction with the evaluation process.

Particulars of Loans, Guarantees or Investments under Section 186 of the Companies
Act 2013

The Company has given Loan or Guarantee or made Investment under Section 186 within the limits
specified under Sec 186(2) of the Companies Act 2013.

Particulars of Contracts or Arrangements with Related Parties

All material related party transactions that were entered into during the financial year were on an
arm’s length basis and were in the ordinary course of business. There are no materially significant
related party transactions made by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons which may have a potential conflict with the interest of the
Company at large. Form No. AOC-2 marked Annexure ‘A’ is annexed to this report containing
disclosure of related party transactions under Section 188 of the Companies Act, 2013.

Share Capital

During the year under review, there is no change in Authorized Capital of the Company:

Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights so no disclosure is required as per
rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014.

A. Issue of sweat equity shares

Company has not issued sweat equity shares, so no disclosure is required as per rule
8(13) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of employee stock options

Company has not issued employee stock options, so no disclosure is required as per rule
12(9) of the Companies (Share Capital and Debentures) Rules 2014.

C. Provision of money by Company for purchase of its own share by employees or by
trustee for the benefit of employees.

Company has not made any provision for purchase of its own share by employees or by
trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the
Companies (Share Capital and Debentures) Rules 2014.

Annual Return

As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed thereunder,
the extract of the Annual Return of the Company for the financial year 2024-25 is available on the
website of the Company.

Board of Directors and Key Managerial Personnel

While selecting Directors, the Company looks for an appropriate balance of skills, experience,
independence and knowledge to enable them discharge their respective duties and responsibilities
effectively. The Company has laid down a clear Policy on remuneration of Directors, Key Managerial
Personnel and other employees.

The Board of the Company was duly constituted in accordance with the provisions of the Companies
Act, 2013. As on the date of report, the Board of Director’s consists of Four (4) Directors and One
(1) CFO and One (1) CS.

1. Mr. Bal Mukund Tiwari (Managing Director);

2. Mr. Arpan Gupta (Non-Executive and Non-Independent Director);

3. Ms. Vandana Birla (Non-Executive and Independent Director);

4. Mr. Vinod Aggarwal (Non-Executive and Independent Director);

5. Ms. Sonia Sharma (CFO);

6. Mr. Hobin Duggal (Company Secretary and Compliance Officer)

? In accordance with the requirements of the Companies Act, 2013 and Articles of Association
Mr. Bal Mukund Tiwari (Director) (DIN-02566683), retires by rotation in the ensuing AGM
and being eligible offers himself for re-appointment.

Change in Company Secretary & Compliance Officer

? Mr. Hobin Duggal (Membership Number: A55624) resigned from the position of Company
Secretary and Compliance Office w.e.f 09th May, 2024.

? Further, Mr. Hobin Duggal (Membership Number: A55624) has been appointed by Board of
Director in their meeting held on 10^th June, 2024 as Company Secretary and Compliance
Officer w.ef 10^th June, 2024.

Performance Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations 2015,
a separate exercise was carried out to evaluate the performance of individual Directors including the
Chairman of the Board who were evaluated on parameters such as level of engagement and
contribution and independence of judgment thereby safeguarding the interest of the Company. The
performance evaluation of the Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent Directors was carried out by the
Independent Directors. The Board also carried out annual performance evaluation of the working of
its Audit, Nomination and Remuneration as well as Stakeholders Relationship Committee. The
Directors expressed their satisfaction with the evaluation process.

Declaration by an Independent Director(s) and re-appointment, if any

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under sub-section (6) of
Section 149 of the Companies Act, 2013.

Number of Meetings of the Board of Directors

The Board of Directors consisted of Four Directors including two Independent Directors during
the period under review.

During the 12 months’ period ended 31^st March, 2025, 11 (Eleven) Board Meetings were held on

09.05.2024, 27.05.2024, 10.06.2024, 08.07.2024, 08.08.2024, 29.08.2024, 13.11.2024,

10.01.2025, 13.01.2025, 27.01.2025, 28.02.2025.

Committees of the Board

Following are the three committees constituted by the Board:

1. Audit Committee.

2. Shareholders and Investor Grievance Committee.

3. Nomination & Remuneration Committee.

The composition of Committees are as follows:

1. Audit Committee

The Audit Committee as on the year ended stands as follows:

• Mr. Arpan Gupta (Non-Executive & Non-Independent Director)

• Mrs. Vandana Birla (Non-Executive & Independent Director)

• Mr. Vinod Aggarwal (Non -Executive Independent Director)

The constituted Audit Committee also meets the requirements under Section 177 of the Companies
Act, 2013.

The Chairperson of the Committee is Ms. Vandana Birla, an Independent Director nominated by the
Board.

The terms of reference of the Audit Committee, inter alia, include overseeing financial reporting
process, reviewing the financial statements and recommending appointment of Auditors.

During the year under review, the Committee met Six times on 27.05.2024, 08.07.2024, 08.08.2024,
23.09.2024, 13.11.2024 and 27.01.2025. The gap between two meetings did not exceed one hundred
twenty days. The necessary quorum was present for all the meetings.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee as on the year ended stands as follows:

Mr. Arpan Gupta (Non-Executive & Non-Independent Director)

Ms. Vandana Birla (Non-Executive & Independent Director)

Mr. Vinod Aggarwal (Non -Executive Independent Director)

The constituted Nomination and Remuneration Committee also meets the requirements under Section
178 of the Companies Act, 2013.

The Chairman of the Committee is Ms. Vandana Birla, an Independent Director nominated by the
Board.

The Committee’s scope of work includes identifying the persons who are qualified to become
directors and who may be appointed in senior management and recommend to the Board their

appointment and removal and carry out evaluation of every director’s performance, deciding on
remuneration and policy matters related to remunerations of Directors and laying guidelines for
remuneration package or compensation.

The Committee has formulated a Nomination and Remuneration Policy relating to the appointment
and remuneration for the directors, key managerial personnel and other employees.

During the year under review, the Committee met Twice on 10.06.2024 and 23.09.2024.

3. Stakeholders Relationship Committee (SRC):

The Stakeholders Relationship Committee as on the year ended stands as follows:

Mr. Arpan Gupta (Non-Executive & Non-Independent Director),

Ms. Vandana Birla (Non-Executive & Independent Director) and
Mr. Vinod Aggarwal (Non -Executive Independent Director).

The constituted Stakeholders Relationship Committee also meets the requirements under Section 178
of the Companies Act, 2013.

The Committee inter alia approves issue of duplicate share certificates and oversees and reviews all
matters connected with the securities transfer. The Committee also looks into redressal of
shareholder’s complaints like transfer/transmission of shares, non- receipt of Annual Report, non¬
receipt of declared dividends, etc. During the year, nil complaints were received from investors in
respect of share transfers.

During the year under review, the Committee met once on 15.04.2024.

Management Discussions and Analysis Report

The Management Discussion and Analysis Report forms part of this Annual Report in compliance
with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as Annexure ‘B’.

Corporate Governance

The Company believes that the essence of Corporate Governance lies in the phrase “Your
Company”. It is “Your” Company because it belongs to you- “the Shareholders”. The Chairperson
and Directors are “Your” fiduciaries and trustees. Their objective is to take the business forward
in such a way that it maximizes “Your” long term value. Your Company is committed to
benchmark itself with global standards in all areas including highest standards of Good Corporate
Governance. Besides adhering to the prescribed Corporate Governance practices as per SEBI
(LODR) Regulations 2015, the Company also endeavors to share information with its stakeholders
openly and transparently on matters which have a bearing on its economic and reputational interest.

The Corporate Governance Report of the Company is annexed to this report as Annexure-‘C’.

Details of Establishment of Vigil Mechanism/ Whistle Blower Policy for Directors
and Employees

In order to ensure that the activities of the Company and its employees are conducted in a fair and
transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical
behavior, the Company has adopted a vigil mechanism policy. This policy is has been uploaded on
the website of the Company- www.sadhna.com

Auditors

? Statutory Auditor

• M/s. BAS & Co. LLP, Chartered Accountants, (having FRN 323347E/E300008) as

Statutory Auditors of the Company to hold the office until the conclusion of 35^th Annual
General Meeting and at such remuneration as may mutually be agreed upon between the
auditors and the Board of Directors of the Company.”

The Company has received letter from them to the effect that their appointment, if made,
would be within the prescribed limits under Section 139(2) of the Companies Act, 2013 and
that they are not disqualified for such appointment within the meaning of Section 139 (1) of
the said Act.

? Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. V Kumar and Associates (CP No.:10438, M.No.: 8976), Company
Secretaries to undertake the secretarial audit of the Company. Mr. Vivek Kumar, Practicing
Company Secretary, proprietor of M/s V Kumar & Associates, recommended by the board to
be appointed as Secretarial Audit of the Company in the ensuing AGM, for a term of 5 (five)
consecutive years commencing from AGM to be held in calendar year 2025 till the conclusion
of AGM of the Company to be held in the calendar year 2030.

? Internal Auditor

In terms of compliance of Section 138 of the Act read with the Companies (Accounts) rules,
2014, the Board of Directors on the recommendation of Audit Committee approved the
appointment of M/S A D Goyal & Associates, Chartered Accountant (Firm Registration
No. 0031058N) as its Internal Auditors of the Company for the financial year 2023-24 to
financial year 2027-28.

Auditors’ Report

All Observations made in the Independent Auditors’ Report and Notes forming part of the Financial
Statements are self-explanatory and qualifications, reservations or adverse remarks related to deposits
have been made by the Statutory Auditors in the said Report.

The following observation has been made by the Auditor:

1. The Company has not complied with the provisions of the EPF Act, ESI Act, and the Payment of
Gratuity Act, and has not made the required contributions under these statutes.

Management Reply: The management acknowledges the non-compliance and is in the process of
evaluating the necessary steps to obtain the required registrations and ensure compliance with
applicable employee benefit laws.

2. This non-compliance is also not in accordance with the recognition and measurement principles
Of Ind AS 19 - Employee Benefits.

Management Reply: The financial impact of the above qualification is presently unascertained due
to the absence of historical employee data and pending assessment of potential liabilities. However,
management believes that the impact, while material, does not have a pervasive effect on the financial
position of the Company.

Secretarial Audit Report

A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been
annexed to this Report as Annexure-D. The Secretarial Audit Report contain a reservation,
qualification or adverse remark.

The following instances where recorded in secretarial audit report:

I. SEBI has taken following actions against Crystal Business System Limited (Formally
Known as Sadhna Broadcast Limited).

i. SEBI by Confirmatory Order in the matter of Stock Recommendations using
YouTube in the scrip of Sadhna Broadcast Limited-WTM/AN/ISD/ISD-SEC-
1/28226/2023-24 on violation of provisions of Securities and Exchange Board of
India Act, 1992 (hereinafter referred to as “SEBI Act”) and various regulations
framed thereunder including SEBI (Prohibition of Fraudulent and Unfair Trade
Practices Relating to Securities Market) Regulations, 2003 (hereinafter referred
to as “PFUTP Regulations”.

ii. SEBI by Confirmatory Order in the matter of Stock Recommendations using
YouTube in the scrip of Sadhna Broadcast Limited-WTM/AN/ISD/ISD-SEC-
1/29722/2023-24 on violation of provisions of Securities and Exchange Board of
India Act, 1992 (hereinafter referred to as “SEBI Act”) and various regulations
framed thereunder including SEBI (Prohibition of Fraudulent and Unfair Trade
Practices Relating to Securities Market) Regulations, 2003 (hereinafter referred
to as “PFUTP Regulations”.

Management Reply: "The Board wishes to inform that, with respect to the aforementioned
instance, SEBI has passed an order on 29th May 2025, imposing debarment ranging from 2 to
5 years and monetary penalties between ?10 lakh and ?2 crore against the following
individuals/entities."

iii. Promoters of Crystal Business System Limited (formerly known as Sadhna Broadcast
Limited) i.e. GAURAV GUPTA, POOJA AGGARWAL, SHREYA GUPTA, SAURABH
GUPTA.

iv. Director of Crystal Business System Limited (formerly known as Sadhna Broadcast Limited)

i.e. Arpan Gupta.

II. During the period under review the Company has complied with the provisions of the Act,
Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following
observations:

i. The Company has not submitted the Statement on Impact of Audit Qualifications /
Declaration of Unmodified Audit Report in the prescribed XBRL format as mandated
under SEBI under Para (D) of Section III-A of Chapter III of SEBI Master Circular No.
SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023.

Management Reply: The Company confirms that the required Statement/Declaration in XBRL
mode has been duly submitted on 5th June 2024 through the BSE Listing Centre utility. The
Company is committed to ensuring full compliance with all regulatory requirements and has
taken steps to strengthen its internal processes to avoid any such non-compliance in future
filing.

ii. The Company submitted the financial results for the period ended March 31, 2024, under
Regulation 33 of SEBI (LODR) Regulations, 2015, without the Statement of Impact of
Audit Qualifications in the prescribed PDF format under Regulation 33 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

Management Reply: The Company acknowledges the oversight in the initial submission of
financial results for the period ended March 31, 2024, and has since submitted the revised and
complete documents, including the Statement of Impact of Audit Qualifications, in the required
PDF and XBRL formats on June 24, 2024.

iii. The Company’s website was not updated with the requisite information as mandated under
the said regulation under Regulation 46 of SEBI LODR Regulations, 2015.

Management Reply: The Company assures that it will take all necessary steps to ensure that
the website is fully functional and updated timely with all required disclosures such as
materiality policy, names of designated officials, latest shareholding pattern, financial results,
and other relevant information in the future

iv. The Company disclosed a material event related to an order dated November 19, 2024, on
December 4, 2024, resulting in a delay beyond the prescribed 24-hour timeline, as required

under Regulation 30 of SEBI (LODR) Regulations, 2015 read with SEBI Circulars dated
July 11 and July 13, 2023.

Management Reply: The Company has replied to the advisory letter on 5 th May, 2025. The
Company has taken note of the observations in the advisory letter, submitted the necessary
clarifications, and has implemented internal process improvements for timely and accurate
disclosures going forward.

v. The Company disclosed the outcome of the Board Meeting held on February 28, 2025,
with a delay of approximately 45 minutes beyond the stipulated timeline of 30 minutes, as
prescribed under Regulation 30(6) of SEBI (LODR) Regulations, 2015.

Management Reply: The Company has replied to BSE on 04th March, 2025. As the delay was
inadvertent and occurred due to internal coordination challenges. The Company has reviewed
its internal processes and implemented corrective measures to ensure strict adherence to
regulatory timelines for future disclosures.

vi. The Company has not complied with the provisions of the EPF Act, ESI Act, and the
Payment of Gratuity Act, and has not made the required contributions under these statutes.

Management Reply: The management acknowledges the non-compliance and is in the process
of evaluating the necessary steps to obtain the required registrations and ensure compliance
with applicable employee benefit laws.

Shifting of Registered Office

During the year under review, the Company has not shifted its registered office.

Corporate Social Responsibility

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are
not attracted to the Company yet the Company has been, over the years, pursuing as part of its
corporate philosophy, an unwritten CSR policy voluntarily which goes much beyond mere
philanthropic gestures and integrates interest, welfare and aspirations of the community with those
of the company itself in an environment partnership for inclusive development.

Independent Director

Independent Directors of the company have additionally met 2 times in the financial year 2024-25,
including for:-

(a) To review the performance of non-independent Directors and the Board as a whole,

(b) To review the performance of Board taking into account the views of executive and non¬
executive directors;

(c) To assess the quality, quantity and timeliness of flow of information between the company
management and the Board which is necessary for the Board to effectively and reasonably
perform their duties.

Declaration by an Independent Director(s)

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under sub-section (6) of
Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.

Conservation of energy, technology absorption and foreign exchange earnings and
outgo

The details of conservation of energy, technology absorption, foreign exchange and outgo are as
follows:

A. Conservation of energy

Company is not engaged in any manufacturing or processing activity, as such particulars required
to be given in terms of Section 134(3) (m) of the Companies Act, 2013 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding
conservation of energy are not applicable.

B. Technology absorption

Company is not engaged in any manufacturing or processing activity, as such particulars required
to be given in terms of Section 134(3) (m) of the Companies Act, 2013 read with Companies
(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding
Technology absorption are not applicable.

C. Foreign exchange earnings and outgo

There has been no expenditure and/or earning in foreign exchange.

Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, the name and other particulars of the employees, whose remuneration falls within the
purview of the said rule, are required to be set out in the Annexure to the Directors Report. However,
during the year under review or any part thereof, the company did not employ any person with
remuneration falling within the purview as prescribed under the rule.

Disclosures Pertaining to the Sexual Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013

The Company is committed towards promoting the work environment that ensures every employee
is treated with dignity and respect and afforded equitable treatment irrespective of their gender,
race, social class, caste, creed, religion, place of origin, sexual orientation, disability or economic
status. Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the Company has adopted a Policy on prevention of sexual
harassment at workplace (‘POSH Policy’). Periodic sessions were also conducted to apprise
employees, Internal Complaint Committee and build awareness on the subject matter. Our key focus
is to create a safe, respectful and inclusive workplace which fosters professional growth for each
employee.

During the financial year under review, there were no complaints received pursuant to the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Disclosure under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, there was no application made by the Company of any
proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

Details of Maternity Benefit to be Provided by The Company in the Directors’ Report for the
Year 2024-2025 Under The Maternity Benefit Act, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act,
1961. All eligible women employees have been extended the statutory benefits prescribed under the
Act, including paid maternity leave, continuity of salary and service during the leave period, and
post-maternity support such as nursing breaks and flexible return-to-work options, as applicable.

The Company remains committed to fostering an inclusive and supportive work environment that
upholds the rights and welfare of its women employees in accordance with applicable laws.

Details in Respect of Adequacy of Internal Financial Controls with reference to the
Financial Statement

The company has adequate internal financial control system commensurate with the size of the
company and the nature of its business with regards to purchase of fixed assets. The activities of the
company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various
procedures for ensuring the orderly and efficient conduct of its business, including adherence to
company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors,
the accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are based
on the following parameters:

Familiarity with Policies and Procedures - the related policies and procedures and the changes
thereto, if any, are communicated to the employees at the time of joining and it is ensured that such
person understands the policies or procedures correctly.

Accountability of Transactions-There is a proper delegation of authorities and responsibilities so
as to ensure accountability of any transaction.

Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness
of information, reconciliation procedure and multiple checking at different level have been adopted.
To avoid human error, computer software is extensively used.

Retention and Filing of Base Documents - All the source documents are properly filed and stored
in a safe manner. Further, important documents, depending upon their significance are also
digitized.

Segregation of Duties-It is ensured that no person handles all the aspects of a transaction. To avoid
any conflict of interest and to ensure propriety, the duties have been distributed at different levels.

Timeliness-It is also ensured that all the transactions are recorded and reported in a timely manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company from
time to time. There has also been proper reporting mechanism implemented in the organization for
reporting any deviation from the procedures.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

Since there was no unpaid/unclaimed dividend which is required to be deposited to IEPF, so the
provisions of Section125 of the Companies Act, 2013, do not apply.

Risk Management Policy

Company has implemented proper risk management policy including identification therein of
element of risk.

Director’s Responsibility Statement

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

? In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any.

? 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.

? The Directors have taken proper and sufficient care for the maintenance of adequate accounting
records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting fraud and other irregularities.

? The Directors have prepared the annual accounts on a going concern basis.

? The Directors have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively.

? The Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

Acknowledgement

Your Directors wish to place on record and acknowledge their appreciation for the continued
support and co-operation received from Government agencies and the shareholders. Your Directors
also record their appreciation for the total dedication of employees at all levels.

By Order of the Board
For Crystal Business System Limited

Date: 27^th August, 2025

(Formerly known as Sadhna Broadcast Limited)

Date: New Delhi

Sd/- Sd/-

Arpan Gupta Bal Mukund Tiwari

Director Managing Director

DIN: 03498884 DIN: 02566683

---

Mar 31, 2024

Your Directors take pleasure in presenting the 30^th Annual Report on the business and
operations of your Company along with the Annual Audited Financial Statements for the
financial year ended 31^st March, 2024.

Financial Summary of the Company

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

Particulars	Year ended 31.03.2024 (In Lacs)	Year ended 31.03.2023 (In lacs
Income (Gross)	1555.67	2024.46
Expenditure	1500.36	1958.82
Profit/(Loss) before Exceptional and extraordinary Items and tax	55.31	65.64
Less:- Tax Expense
Current Tax/Mat	15.75	21.73
Deferred Tax Adjustment-Cr/Dr)	-1.53	14.02
Tax Adjustments for Earlier Year	0.09	0.24
Profit/ (Loss) after Tax	33.61	(11.84)

Dividend

No dividend were declared for the current financial year by the company.

Reserves

The Company has not transferred any amount from the statement of profit and loss to general
reserve during the year under review.

Brief description of the Company''s working during the year

During the year, the net revenue from operations of your Company reduced from Rs. 1894.21
Lakhs to Rs. 1541 Lakhs.

The Company has recorded a Net Profit of Rs. 33.61 Lakhs in the financial year ended 31st
March, 2024.

Change in the nature of business

The Company is engaged in the business of launching television channels, for the news, films,
music, serial, and others programmes and to carry on the business of T.V. News, films, music,
serials and feature agency on a worldwide network having stringers, special correspondence,
and representatives at different centers and other allied activities and there has been no change
in the nature of business during the year under review by the Company.

Significant & Material Orders Passed by the Regulators or Courts or

Tribunals Impacting the Going Concern Status of the Company

No significant and material orders were passed by any Regulator(s) or Court(s) or Tribunal(s)
which would impact the going concern status of the Company.

Material changes and commitments, if anv. affecting the financial
position of the Company which have occurred between the end of the

financial year of the Company to which the financial statements
relate and the date of the report.

No material changes and commitment affecting the financial position of the company have
occurred between the end of the financial year to which this financial statements relate and
the date of this report.

Details of Subsidiarv/Ioint: Venture/ Associate Companies

During the year under review, the Company has no Subsidiary/Joint Venture/ Associate
Company.

Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement

The Company has no subsidiaries, associates and joint venture companies so this point is not
applicable on the Company.

Details in Respect of Frauds Reported bv Auditors under Sub-Section
f!21 Of Section 143 other than those which are Reportable to The
Central Government

Auditors have not reported any frauds during the year under review.

Public Deposits

During the year under review, the Company has not accepted any deposit under Section 73
of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

Performance Evaluation.

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations
2015, a separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board who were evaluated on parameters such as level of
engagement and contribution and independence of judgment thereby safeguarding the
interest of the Company. The performance evaluation of the Independent Directors was
carried out by the entire Board. The performance evaluation of the Chairman and the Non
Independent Directors was carried out by the Independent Directors. The Board also carried
out annual performance evaluation of the working of its Audit, Nomination and
Remuneration as well as Stakeholders Relationship Committee. The Directors expressed
their satisfaction with the evaluation process.

Particulars of Loans. Guarantees or Investments under Section 186
of the Companies Act 2013

The Company has given Loan or Guarantee or made Investment under Section 186 within the
limits specified under Sec 186(2) of the Companies Act 2013.

Particulars of Contracts or Arrangements with Related Parties

All material related party transactions that were entered into during the financial year were on
an arm''s length basis and were in the ordinary course of business. There are no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with the
interest of the Company at large. Form No. AOC-2 marked Annexure ‘A'' is annexed to this
report containing disclosure of related party transactions under Section 188 of the Companies
Act, 2013.

Share Capital

During the year under review, there is no change in Authorized Capital of the Company:

Issue of equity shares with differential rights

Company has not issued any equity shares with differential rights so no disclosure is required
as per rule 4(4) of the Companies (Share Capital and Debentures) Rules 2014.

A. Issue of sweat equity shares

Company has not issued sweat equity shares, so no disclosure is required as per
rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.

B. Issue of employee stock options

Company has not issued employee stock options, so no disclosure is required as per
rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.

C. Provision of money by Company for purchase of its own share by employees
or by trustee for the benefit of employees.

Company has not made any provision for purchase of its own share by employees or by
trustee for the benefit of employees so no disclosure is required as per Rule 16(4) of the
Companies (Share Capital and Debentures) Rules 2014.

Annual Return

As per the requirements of Section 92(3) of the Companies Act, 2013 and Rules framed
thereunder, the extract of the Annual Return of the Company for the financial year 2023-24
is available on the website of the Company.

Board of Directors and Kev Managerial Personnel

While selecting Directors, the Company looks for an appropriate balance of skills, experience,
independence and knowledge to enable them discharge their respective duties and
responsibilities effectively. The Company has laid down a clear Policy on remuneration of
Directors, Key Managerial Personnel and other employees.

The Board of the Company was duly constituted in accordance with the provisions of the
Companies Act, 2013. As on the date of report, the Board of Director''s consists of Four (4)
Directors and One (1) CFO and One (1) CS.

1. Mr. Bal Mukund Tiwari (Managing Director);

2. Mr. Arpan Gupta (Non-Executive and Non-Independent Director);

3. Mrs. Sakshi Wadhwa (Non-Executive and Independent Director);

4. Mr. Vinod Aggarwal (Non-Executive and Independent Director);

5. Ms. Sonia Sharma (CFO);

6. Mr. Hobin Duggal (Company Secretary and Compliance Officer)

? Mrs. Vandana Birla (DIN 10100507) was appointed as Additional Director (Non-Executive
Independent) w.e.f. 31^st May, 2023, regularization of whom is done in 29^th Annual General
Meeting.

? Mrs. Pooja Aggarwal resigned from the position of Chief Executive Officer citing personal
reasons w.e.f. 07th February, 2024.

? In accordance with the requirements of the Companies Act, 2013 and Articles of
Association Mr. Arpan Gupta (Non-executive Director) (DIN-03498884), retires by
rotation in the ensuing AGM and being eligible offers himself for re-appointment.

Change in Company Secretary & Compliance Officer

? Mr. Hobin Duggal (Membership Number: A55624) resigned from the position of Company
Secretary and Compliance Office w.e.f 09th May, 2024.

? Further, Mr. Hobin Duggal (Membership Number: A55624) has been appointed by Board
of Director in their meeting held on 10^th June, 2024 as Company Secretary and
Compliance Officer w.ef 10^th June, 2024.

Performance Evaluation of Board

Pursuant to the provisions of the Companies Act, 2013 and as per SEBI (LODR) Regulations
2015, a separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board who were evaluated on parameters such as level of
engagement and contribution and independence of judgment thereby safeguarding the interest
of the Company. The performance evaluation of the Independent Directors was carried out by
the entire Board. The performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Board also carried out annual
performance evaluation of the working of its Audit, Nomination and Remuneration as well as
Stakeholders Relationship Committee. The Directors expressed their satisfaction with the
evaluation process.

Declaration bv an Independent Directorfsl and re-appomtment. if
anv

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under sub-section (6)
of Section 149 of the Companies Act, 2013.

Number of Meetings of the Board of Directors

The Board of Directors consisted of Four Directors including two Independent Directors
during the period under review.

During the 12 months period ended 31^st March, 2024, 09 (Nine) Board Meetings were held
on 10.04.2023, 22.05.2023, 31.05.2023, 07.07.2023, 10.08.2023, 21.08.2023, 19.10.2023,
07.11.2023, 07.02.2024.

Committees of the Board.

Following are the three committees constituted by the Board:

1. Audit Committee.

2. Shareholders and Investor Grievance Committee.

3. Nomination & Remuneration Committee.

The composition of Committees are as follows:

1. Audit Committee

The Audit Committee as on the year ended stands as follows:

• Mr. Arpan Gupta (Non-Executive & Non-Independent Director)

• Mrs. Vandana Birla (Non-Executive & Independent Director)

• Mr. Vinod Aggarwal (Non -Executive Independent Director)

However, the following changes occurred:

? On 31^st May, 2023, Mrs. Sakshi Wadhwa (Non-Executive & Independent Director) resigned
from the company and consequently Mrs. Vandana Birla (Non -Executive Independent
Director) became the member of the committee.

The constituted Audit Committee also meets the requirements under Section 177 of the
Companies Act, 2013.

The Chairman of the Committee is Mrs. Vandana Birla, an Independent Director nominated by
the Board.

The terms of reference of the Audit Committee, inter alia, include overseeing financial reporting
process, reviewing the financial statements and recommending appointment of Auditors.

During the year 4(Four) Audit Committee Meetings were held.

2. Nomination and Remuneration Committee

The Nomination and Remuneration Committee as on the year ended stands as follows:

Mr. Arpan Gupta (Non-Executive & Non-Independent Director)

Mrs. Vandana Birla (Non-Executive & Independent Director)

Mr. Vinod Aggarwal (Non -Executive Independent Director)

However, the following changes occurred:

? On 31^st May, 2023, Mrs. Sakshi Wadhwa (Non-Executive & Independent Director) resigned
from the company and consequently Mrs. Vandana Birla (Non -Executive Independent
Director) became the member of the committee.

The constituted Nomination and Remuneration Committee also meets the requirements under
Section 178 of the Companies Act, 2013.

The Chairman of the Committee is Mrs. Vandana Birla, an Independent Director nominated by
the Board.

The Committee''s scope of work includes identifying the persons who are qualified to become
directors and who may be appointed in senior management and recommend to the Board their
appointment and removal and carry out evaluation of every director''s performance, deciding
on remuneration and policy matters related to remunerations of Directors and laying
guidelines for remuneration package or compensation.

The Committee has formulated a Nomination and Remuneration Policy relating to the
appointment and remuneration for the directors, key managerial personnel and other
employees.

During the year 2(Two) Nomination and Remuneration Committee Meetings were held.

3. Stakeholders Relationship Committee (SRC):

The Stakeholders Relationship Committee as on the year ended stands as follows:

Mr. Arpan Gupta (Non-Executive & Non-Independent Director),

Mrs. Vandana Birla (Non-Executive & Independent Director) and
Mr. Vinod Aggarwal (Non -Executive Independent Director).

However, the following changes occurred:

? On 31^st May, 2023, Mrs. Sakshi Wadhwa (Non-Executive & Independent Director) resigned
from the company and consequently Mrs. Vandana Birla (Non -Executive Independent
Director) became the member of the committee.

The constituted Stakeholders Relationship Committee also meets the requirements under
Section 178 of the Companies Act, 2013.

The Committee inter alia approves issue of duplicate share certificates and oversees and
reviews all matters connected with the securities transfer. The Committee also looks into
redressal of shareholders complaints like transfer/transmission of shares, non- receipt of
Annual Report, non-receipt of declared dividends, etc. During the year, nil complaints were
received from investors in respect of share transfers.

During the year 3 (Three) Stakeholders Relationship Committee Meetings were held.

Management Discussions and Analysis Report

The Management Discussion and Analysis Report forms part of this Annual Report in
compliance with Regulation 34 of SEBI (LODR) Regulations, 2015 and is annexed marked as
Annexure ‘B''.

Corporate Governance

The Company believes that the essence of Corporate Governance lies in the phrase “Your
Company”. It is “Your” Company because it belongs to you-“the Shareholders”. The
Chairperson and Directors are “Your” fiduciaries and trustees. Their objective is to take the
business forward in such a way that it maximizes “Your” long term value. Your Company is
committed to benchmark itself with global standards in all areas including highest standards
of Good Corporate Governance. Besides adhering to the prescribed Corporate Governance
practices as per SEBI (LODR) Regulations 2015, the Company also endeavors to share
information with its stakeholders openly and transparently on matters which have a bearing
on its economic and reputational interest.

The Corporate Governance Report of the Company is annexed to this report as Annexure-
‘C''.

Details of Establishment of Vigil Mechanism/ Whistle Blower Policy

for Directors and Employees

In order to ensure that the activities of the Company and its employees are conducted in a fair
and transparent manner by adoption of highest standards of professionalism, honesty, integrity
and ethical behavior, the Company has adopted a vigil mechanism policy. This policy is has been
uploaded on the website of the Company- www.sadhna.com

Auditors

? Statutory Auditor

• M/s. BAS & Co. LLP, Chartered Accountants, (having FRN 323347E/E300008) as

Statutory Auditors of the Company to hold the office from the conclusion of 26^th Annual
General Meeting until the conclusion of 30^th Annual General Meeting and at such
remuneration as may mutually be agreed upon between the auditors and the Board of
Directors of the Company.”

• Further, It is proposed to re- appoint M/s. BAS & Co. LLP, Chartered Accountants, as
Statutory Auditors of the Company in the ensuing Annual General Meeting to hold the
office from the conclusion of this Annual General Meeting until the conclusion of 35^th
Annual General Meeting and at such remuneration as may mutually be agreed upon
between the auditors and the Board of Directors of the Company.”

The Company has received letter from them to the effect that their appointment, if made,
would be within the prescribed limits under Section 139(2) of the Companies Act, 2013
and that they are not disqualified for such appointment within the meaning of Section
139 (1) of the said Act.

? Secretarial Auditor

M/s. V Kumar and Associates, Company Secretaries (FCS: 8976, COP No.:10438), are the

Secretarial Auditor of the Company to undertake the Secretarial Audit under the provisions of
Section 204 of the Companies Act, 2013.

? Internal Auditor

M/s A D Goyal & Associates, Chartered Accountant (Firm Registration No. 0031058N) as

Internal Auditors of the Company in the ensuing Annual General Meeting to hold the office from
F.Y. 2023-2024 to F.Y. 2027-2028 and at such remuneration as may mutually be agreed upon
between the auditors and the Board of Directors of the Company.

Auditors* Report

All Observations made in the Independent Auditors'' Report and Notes forming part of the
Financial Statements are self-explanatory and qualifications, reservations or adverse remarks
related to deposits have been made by the Statutory Auditors in the said Report.

Secretarial Audit Report:

A copy of Secretarial Audit Report as provided by Company Secretary in Practice has been
annexed to this Report as Annexure-D. The Secretarial Audit Report contain a reservation,
qualification or adverse remark.

Shifting of Registered Office

During the year under review, the Company has not shifted its registered office.

Corporate Sacral Responsibility

Even though the provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the Company yet the Company has been, over the years,
pursuing as part of its corporate philosophy, an unwritten CSR policy voluntarily which goes
much beyond mere philanthropic gestures and integrates interest, welfare and aspirations
of the community with those of the company itself in an environment partnership for
inclusive development.

Independent Director

Independent Directors of the company have additionally met 2 times in the financial year
2023-24, including for:-

(a) To review the performance of non-independent Directors and the Board as a whole,

(b) To review the performance of Board taking into account the views of executive and
non-executive directors;

(c) To assess the quality, quantity and timeliness of flow of information between the
company management and the Board which is necessary for the Board to effectively and
reasonably perform their duties.

Peolaratfon. bv an Independent DfrectorfsT

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of Independence as prescribed under sub-section (6)
of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015.

Conservation of energy, technology absorption and foreign exchange
earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange and outgo
are as follows:

A. Conservation of energy

Company is not engaged in any manufacturing or processing activity, as such particulars
required to be given in terms of Section 134(3) (m) of the Companies Act, 2013 read with
Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988,
regarding conservation of energy are not applicable.

B. Technology absorption

Company is not engaged in any manufacturing or processing activity, as such particulars
required to be given in terms of Section 134(3) (m) of the Companies Act, 2013 read with
Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988,
regarding Technology absorption are not applicable.

C. Foreign exchange earnings and outgo

There has been no expenditure and/or earning in foreign exchange.

Employees

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, the name and other particulars of the employees, whose remuneration falls within
the purview of the said rule, are required to be set out in the Annexure to the Directors Report.
However during the year under review or any part thereof, the company did not employ any
person with remuneration falling within the purview as prescribed under the rule.

Details fn Respect of Adequacy of Internal Financial Controls with
reference to the Financial Statement

The company has adequate internal financial control system commensurate with the size of the
company and the nature of its business with regards to purchase of fixed assets. The activities of
the company do not involve purchase of inventories and sale of goods and services.

For the purposes of effective internal financial control, the Company has adopted various
procedures for ensuring the orderly and efficient conduct of its business, including adherence to
company''s policies, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information.

To ensure adequacy of internal financial controls, the procedures adopted by the Company are
based on the following parameters:

Familiarity with Policies and Procedures - the related policies and procedures and the changes
thereto, if any, are communicated to the employees at the time of joining and it is ensured that
such person understands the policies or procedures correctly.

Accountability of Transactions-There is a proper delegation of authorities and responsibilities so
as to ensure accountability of any transaction.

Accuracy & Completeness of Financial Statements/ Reports - For accuracy and completeness of
information, reconciliation procedure and multiple checking at different level have been adopted.
To avoid human error, computer software are extensively used.

Retention and Filing of Base Documents - All the source documents are properly filed and stored
in a safe manner. Further, important documents, depending upon their significance are also
digitized.

Segregation of Duties-It is ensured that no person handles all the aspects of a transaction. To
avoid any conflict of interest and to ensure propriety, the duties have been distributed at different
levels.

Timeliness-It is also ensured that all the transactions are recorded and reported in a timely
manner.

The procedures are also reviewed by the Statutory Auditors and the Directors of the Company
from time to time. There has also been proper reporting mechanism implemented in the
organization for reporting any deviation from the procedures.

Transfer of Unclaimed Dividend to Investor Edlucation, and
Protection Fund

Since there was no unpaid/unclaimed dividend which is required to be deposited to IEPF, so
the provisions of Section125 of the Companies Act, 2013, do not apply.

Risk Management Policy

Company has implemented proper risk management policy including identification therein
of element of risk.

Director''s Responsibility Statement

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

? In the preparation of the annual accounts, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any.

? 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.

? The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities.

? The Directors have prepared the annual accounts on a going concern basis.

? The Directors have laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and were operating effectively.

? The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such system were adequate and operating effectively.

A ckn. ct wl e d ge m e nf:

Your Directors wish to place on record and acknowledge their appreciation for the continued
support and co-operation received from Government agencies and the shareholders. Your
Directors also record their appreciation for the total dedication of employees at all levels.

By Order of the Board

Date: 29th August, 2024 For Sadhna Broadcast Limited

Date: New Delhi

^Sd/- Sd/-

Arpan Gupta _Bal Mukund Tiwari

Director Managing Director

DIN:^03498884 DIN:02566683

^{Add: 5/6}, ^{2nd Floor}, Address: HNO. 450, Vrindavan,
^{Left Side West Patel Na}g^ar R_aman Rati, ps-Vrindavan,

^{New Delhi-110008} Tehsil- Mathura, Distt- Mathura,

Uttar Pradesh- 281121