Directors Report of Panorama Studios International Ltd.

Mar 31, 2025

The Board of Directors hereby submits the 45th Annual Report on the business and operations of the Company together
with the audited financial statements for the financial year ended March 31st, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY: (Amount in Lakhs)

Particulars	Standalone		Consolidated
	F Y 2025	F Y 2024	F Y 2025	F Y 2024
Revenue from Operation	34807.19	40370.91	36415.26	43959.83
Revenue from other Income	600.97	589.88	427.09	462.84
Total Revenue	35408.16	40960.79	36842.35	44422.67
Profit before Tax	5439.21	5652.12	5364.08	5228.21
Tax Expenses	1393.82	1454.99	1389.94	1406.29
Profit/Loss after Tax for the year	4045.39	4197.13	3974.14	3821.92

1. RESULT HIGHLIGHTS:

Our company continues to be actively engaged in Entertainment, Media, and Film Production as its principal business.
I am pleased to report that we have made considerable progress over the past year, despite facing some challenges.

For the financial year ending March 31, 2025, we achieved a Consolidated Profit After Tax of Rs. 3974.14 lakhs, which
is an improvement over the previous year''s Consolidated Profit of Rs. 3821.92 lakhs as of March 31, 2024. This growth
underscores the effectiveness of our strategic initiatives and the resilience of our core business operations.

2. DIVIDEND:

The Board the Board of Directors, in its meeting held on June 02, 2025, has recommended a dividend of 10% i.e. Re.
0.20/- per equity shares of the company on face value Rs. 2/- (after sub-division) per fully paid-up equity share of the
company, for the financial year ended March 31, 2025. This dividend proposal is now subject to your approval of
shareholders at ensuing Annual General Meeting to be held on 30.09.2025 , and if dividend approved by the
shareholders at the ensuing Annual General Meeting to be held on 30.09.2025, will be paid within 30 days from the
date of the Annual General Meeting.

In alignment with our commitment to creating value for our shareholders, this dividend reflects our confidence in the
company''s financial stability and future growth prospects.

Our company adheres to a well-defined Dividend Distribution Policy, which is in compliance with Regulation 43A of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("LODR"). This policy ensures transparency and consistency in the distribution of profits to our shareholders. For more
details, the Dividend Distribution Policy is available on our company''s website at [email protected].

Unclaimed Dividend:

Section 124 of the Companies Act, 2013 mandates that companies transfer dividend that has been unclaimed for a
period of seven (7) years from the unpaid dividend account to the Investor Education & Protection Fund (IEPF). In
accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within seven
years, will be transferred to the IEPF

Details of Unclaimed Dividend as on 31.03.2025:

Year	Type	Account No	Date of Declaration	Due Date for transfer to IEPF
2024	Final	121805002910	30.09.2024	30.09.2031

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund:

In accordance with the provisions of Sections 124 and other applicable provisions, if any, of the Act, read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter
referred to as "IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in
force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to
the Unpaid Dividend Account and all shares in respect of which dividend has not been paid or claimed for seven
consecutive years or more is required to be transferred to the Investor Education and Protection Fund ("IEPF")
maintained by the Central Government.

Tho Hofailc nf nnrlaimoH Hnn’HonHc onniht cliar''oc hr''ancf-or^rorl TJhPTh aro ac

Year	Amount of unclaimed dividend transferred (Rs.)
2023-2024 (Final)	4.97.043

3. BOARD OF DIRECTORS:

The composition of the Board during the year has been in full compliance with the provisions of Regulation 17 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well
as the Companies Act, 2013. This ensures that our governance framework remains robust and in alignment with
regulatory requirements.

Under the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the
Company, Mr. Sanjeev Joshi (DIN:01131895 ) retires by rotation at the forthcoming Annual General Meeting and, being
eligible, offers himself for re-appointment. The proposal regarding his re-appointment is placed for before
Shareholders for approval

Necessary information under the SEBI Listing Regulations and Secretarial Standard 1 (SS-1) issued by the Institute of
Company Secretaries of India (ICSI) regarding directors to be appointed and re-appointed at the forthcoming Annual
General Meeting is given in the Annexure to the Notice convening the Annual General Meeting

None of your Company''s directors is disqualified from being appointed as directors, as specified in Section 164(1) and
Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

4. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria
of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the Company and in
the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing
Regulations and are independent of the management.

Mr. Sandeep Kumar Sahu, Mrs. Rekha Agarwal, Mr. Vinesh Keshrimal Shah , the Independent Directors of our
company, have confirmed their compliance with all the conditions of Independent Directorship as specified in sub¬
section (6) of Section 149 of the Companies Act, 2013, along with the associated rules and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Board has duly noted these confirmations.

Moreover, in accordance with the requirements of the Companies Act, 2013, all our Independent Directors are
registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

Their adherence to these statutory requirements underscores our commitment to maintaining the highest standards of
governance and transparency. The Board recognizes the invaluable contributions of our Independent Directors and
their ongoing dedication to the company''s success.

5. FORMAL ANNUAL EVALUATION:

Under the provisions of the Act and SEBI Listing Regulations, the Independent Directors evaluated the performance
of the Board as a whole, as well as the Chairman and the Non-Independent Directors. This exercise was carried out
following the Company''s Nomination and Remuneration Policy within the framework of applicable laws

The Board carried out an annual evaluation of its performanceand also evaluated the working of its committees and
individual directors, including the Chairman of the Board. The performance evaluation of all the directors was carried
out by the Nomination and Remuneration Committee. The questionnaire and the evaluation process were reviewed in
line with the SEBI guidance note on Board evaluation dated 5th January 2017 and suitably aligned with the
requirements.

The purpose of the Board''s evaluation is to achieve consistent improvements in the Company''s governance at the
Board level with the participation of all concerned in an environment of harmony. The Board acknowledges its
intention to establish and follow ''best practices'' in Board governance to fulfil its fiduciary obligations to the Company.
The Board believes that the evaluation will lead to a closer working relationship among Board members, greater
efficiency in using the Board''s time, and increased effectiveness as a governing body.

The Annual Performance Evaluation process has been designed in such a manner which helps to measure effectiveness
of the entire Board, its Committees, Chairperson and Individual Directors. Such processes help in ensuring overall
performanceof the Board and demonstrates a high level of Corporate Governance Standards.

Sr. No.	Performance evaluation of	Key Performance areas/evaluation criteria
1	Board as a whole	A) Adequacy of the composition and quality of the Board. B) Time devoted by the Board to the Company''s long-term strategic issues. C) Quality and transparency of Board discussions. D) Execution and performance of specific duties, obligations, and governance.
2	Committees	A) Performance of the responsibilities as outlined in the charter and applicable laws and regulations. B) Composition in terms of size, skills/expertise and experience, if appropriate to perform its responsibilities. C) Independence of the committee from the Board, and its contribution to decisions of the Board.
3	Chairperson	A) Effectiveness of leadership and ability to steer the meetings B) Creating a cohesive environment to allow open and fair discussion C) Ability to keep shareholders'' interests in mind D) Guidance/ support to management outside Board/ Committee meetings.
4	Individual Directors	A) Understanding and knowledge of the Company and the sector it operate; in and staying abreast of the issues, trends, risks, opportunities and competition affecting the Company. B) Exercising the independent judgement and voicing opinion freely without any influence. C) Level of engagement and contribution to Board deliberations.

Considering the Company''s success in most spheres and the value delivered to all its stakeholders, the Directors have
been diligent, sincere, and consistent in performing their duties. The Directors expressed their satisfaction with the
evaluation process.

6. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY:

The Company is committed to maintaining transparency and adherence to best practices in the appointment and
remuneration of Directors. Our policies regarding Directors'' appointment and remuneration, including the criteria for
determining qualifications, positive attributes, and the independence of Directors, are aligned with the provisions of
Section 178(3) of the Act and the SEBI Listing Regulations, PSIL has a Nomination and Remuneration policy in place.
These policies have been carefully crafted and adopted by the Board to ensure that we attract and retain highly
qualified individuals who contribute positively to the Company''s success.

These policies are available for review on our company''s website via this link: www.ainvest.co.in.

Furthermore, I would like to affirm that the remuneration paid to our Directors is fully compliant with the terms laid
out in the Nomination and Remuneration Policy of the Company. This policy is designed to ensure fairness and
alignment with both the strategic objectives of the Company and the expectations of our stakeholders.

We believe that our approach to Directors'' appointment and remuneration continues to uphold the highest standards
of governance and supports the long-term success of the Company.

7. TRAINING AND ORIENTATION FOR INDEPENDENT DIRECTORS:

Company has place a strong emphasis on ensuring that our Independent Directors are well-equipped to fulfill their
roles effectively. Every new Independent Director who joins our board participates in a comprehensive orientation
program designed to familiarize them with the company''s strategy, operations, and functions. During this program,
our Executive Directors and senior managerial personnel present detailed overviews of the company''s strategy,
operations, product and service offerings, markets, software delivery, organizational structure, finance, human
resources, technology, quality management, facilities, and risk management practices.

In addition to the initial orientation, the company also organizes specialized workshops for the benefit of our Directors
and Independent Directors. These workshops have covered crucial topics such as:

• How to review, verify, and study financial reports,

• Corporate Governance practices,

• Provisions under the Companies Act, 2013,

• SEBI Insider Trading Regulation, 2015.

These programs are designed to enhance the Directors'' understanding of their responsibilities and to ensure that they
remain well-informed about the latest regulatory and governance practices.

8. CORPORATE GOVERNANCE:

In line with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we have
dedicated a separate section in this Annual Report to outline the Corporate Governance practices followed by the
Company. This section provides a detailed account of our adherence to governance standards and practices that
uphold transparency, accountability, and ethical conduct, Corporate Governance Report is annexed herewith as
Annexure - XI

Additionally, we have included a certificate from a Statutory Auditors of the company annexed in the Board Report as
Annexure - VIII confirming our compliance with these regulations. This certificate serves as an affirmation of our
commitment to maintaining the highest standards of corporate governance.

We believe that strong governance practices are fundamental to building and sustaining trust with our stakeholders
and ensuring the long-term success of the Company.

9. DIRECTORS:

m Tho RnarH At KA/TP nf tho nmnam? Hnrirwr tho financial yciar wac ac fnllnaA^c*

Sr. No. Directors Designation Date of Date of

Appointment Resignation

1. Mr. Kumar Mangat Pathak Managing Director 31-12-2018 NA

2. Mr. Abhishek Pathak Executive Director 31-12-2018 NA

3. Mr. Sanjeev Joshi Executive Director 05-07-2022 NA

4. Mr. Sandeep Kumar Sahu Non-Executive Independent Director 29-12-2021 NA

5. Mrs. Rekha Agarwal Non-Executive Independent Director 29-12-2021 NA

6. Mr. Vinesh Keshrimal Shah Non-Executive Independent Director 06-09-2024 NA

7. Mr. Ravindra Appa Auti Chief Financial Officer (CFO) 31-12-2018 NA

8. Mr. Yatin Vilas Chaphekar Company Secretary (CS) 05-12-2023 NA

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Seven (08) meetings of the Board of Directors were held during the financial year 2024-2025. The details of which are
given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any
two meetings was within the period prescribed by the Companies Act, 2013. These were held on the following dates
are as 31^st May, 2024, 03^rd June, 2024, 28^th June, 2024, 14^th August 2024, 06^th September 2024, 15^th November 2024, 03^rd
December 2024 and 13^th February 2025.

11. COMMITTEES OF THE BOARD:

The Board Committees play a crucial role in the governance structure of the Company. All the committees of the
Company have been constituted to deal with specific areas/activities as mandated by applicable regulations, which
concern the Company and need a closer review.

Committees are a sub-set of the board, deriving their authority from the powers delegated to them by the board. The
boards were enabled to delegate its authority to committees under the Companies Act, 1956.

However, with the raising of the benchmark of corporate governance, the Companies Act, 2013 prescribes the
constitution of certain additional committees. On similar lines, the revised Clause 49 of the Listing Agreement also
requires listed entities to constitute these committees.

The following statutory Committees constituted by the Board function according to their respective roles and defined
scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee, and

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the
Report on Corporate Governance, which forms a part of this Annual Report.

The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the
Company has adopted a Code of Conduct for its Non-Executive Directors which includes Code of Conduct for
Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.

12. MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN CONDUCTED BY THE BOARD O]
ITS OWN PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors, and Committees was conducted i
accordance with the provisions of the Companies Act and the Listing Regulations.

The Board''s performance was evaluated after seeking input from all Directors, based on criteria such as boar
composition and structure, the effectiveness of board processes, information flow, and overall functioning.

The performance of the Committees was assessed by the Board after obtaining input from committee members
focusing on criteria such as the composition of committees and the effectiveness of committee meetings. These criteri
were broadly aligned with the guidance note on board evaluation issued by the Securities and Exchange Board of Indi
(SEBI) on January 5, 2017.

The Chairman of the Board held one-on-one meetings with the Independent Directors (IDs), while the Chairman of th
Nomination and Remuneration Committee (NRC) conducted similar meetings with Executive and Non-Executive
Non-Independent Directors.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board a
a whole, and the Chairman of the Company was evaluated, taking into account the views of the Executive Directo
and Non-Executive Directors (NEDs).

The NRC reviewed the performance of individual Directors based on criteria such as their contribution to Board an
committee meetings, preparedness on issues to be discussed, and meaningful and constructive input during meetings
The overall performance of the Board was also discussed in the subsequent Board meeting.

The evaluation process reinforced the Board''s confidence in the Company''s ethical standards, the cohesiveness amon;
Board members, the Board''s and management''s flexibility in navigating various challenges, and the openness of th
management in sharing strategic information with the Board.

13. CHANGE IN DIRECTORS AND KMP DURING THE YEAR:

During the year under review, there have been no changes in the composition of the Board of Directors or the Key
Managerial Personnel (KMP):

Sr. No.	Name of Directors & KMP	Designation	Appointment	Resignation
1.	Ms. Khushboo Vasidev	Independent Director	NA	05 April, 2024
2.	Mr. Vinesh K Shah	Independent Director	06 September, 2024	NA

14. DISCLOSURE BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies
Act, 2013 and specified under Regulation 16(1) (b) of the LODR Regulation, 2015 in respect of their position as an
"Independent Director" of Company.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the
Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms
that all the Independent Directors have given declarations and further confirms that they meet the criteria of
Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

15. INDEPENDENT DIRECTORS DECLARATIONS:

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

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary (Except the position of Independent Director on board
of Material Subsidiary as per the requirements of applicable regulations and laws) or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or Associate
company, or their promoters, or directors, during the two immediately preceding financial years or during the
current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the
Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent.
or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives —

• holds or has held the position of a key managerial personnel or is or has been employee of the company or its
holding, subsidiary or associate company in any of the three financial years immediately preceding the financial
year in which he is proposed to be appointed;

• is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the
financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or
cost auditors of the company or its holding, subsidiary or associate company; or

16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

• As Company has declared its First dividend in FY 2023-2024 and no need to transfer its unpaid dividend to investor
education and protection fund seen 7 Year has not been pass from the date of declaration. The provisions of Section
125(5) of the Companies Act, 2013 do not apply on the company.

17. RESERVES:

During the financial year 2024-25, The Board of Directors has decided to retain to transfer a certain amount to our
reserves. "In line with the Company''s prudent financial management practices, an amount of Rs.17,566.15 (Figure
in lakhs) In has been transferred to the General Reserve during the year. This transfer reflects the Company''s strong
operational performance and commitment to maintaining a robust financial foundation for future growth."

"The Company continues to maintain a strong balance sheet with healthy reserves. During the year, Rs. Rs.17,566.15
(Figure in lakhs) was appropriated to the General Reserve from the current year''s profits. This move not only
reinforces the Company''s internal financial strength but also ensures greater resilience against future uncertainties
and economic cycles."

"Our disciplined approach to capital allocation is evident in the consistent reinforcement of our reserves. The
transfer of Rs. 17,566.15 (Figure in lakhs) to reserves this year signifies our long-term focus on sustainability and
shareholder value creation."

18. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S
AFFAIR:

Panorama Studios International, with its subsidiaries and associates, is a diversified film studio with various business
segments such as Production, Distribution, Music Label, Talent Management, Advertisement, Syndication,
Equipment rental and Line production.

Panorama Studios stands as a powerhouse in the Indian film industry, offering a comprehensive array of film related
verticals under a single roof. With a diverse portfolio encompassing Project Development, Production, Post¬
production, Distribution, Music, Equipment Rental and Publicity design, Panorama Studio is a one-stop destination
for all things cinema.

Notably, Panorama is the Studio which is operating successfully in the given six major verticals, making it a
formidable player in the realm of filmmaking Founded by Kumar Mangat Pathak, the company has established itself
as a prominent producer of Bollywood films in India.

Throughout the year, Panorama Studios International Limited continued to strengthen its position in the industry,
focusing on delivering high-quality entertainment content.

19. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company does not change the nature of business of company as the company engaged in the business of
Entertainment, Film Distribution, Media and Film Production business during the financial year.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

No material changes and commitments which can affect the financial position of the company occurred between the
end of the financial year of the company and the date of this report.

Internal Financial Control and Its Adequacy.

In compliance with the provisions of the Companies Act, 2013, and to ensure the integrity and reliability of financial
reporting, the Board of Directors has adopted the following policy on Internal Financial Control (IFC) and its
adequacy.

The Board has adopted robust policies and procedures to ensure the orderly and efficient conduct of the Company''s
business operations. These measures include:

Accuracy and reliability of financial reporting
Compliance with applicable laws and regulations
Safeguarding of assets

Prevention and detection of frauds and errors
Efficient and effective operations

This policy applies to all departments and functions within the organization and encompasses all financial
transactions and reporting processes.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

The company has two subsidiary companies (Panorama Studios Private Limited and Panorama Music Private
Limited) and two Limited Liability Partnership (LLP) as on 31ST March 2025 Panorama Studios Private Limited is
the material subsidiary of Panorama Studios International Limited w.e.f. 31^st March, 2019, as its transactions during
the year were exceeds 10% of the consolidated net worth of Panorama Studios International Limited in immediately
preceding accounting year.

In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company
and all its subsidiaries, associates and joint ventures has been prepared and this forms part of the Integrated Report.
Further, the report on the performance and financial position of each subsidiary, associate and joint venture and
salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this Report as Annexure -
1 in this Board''s Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with
the SEBI Listing Regulations the audited Financial Statements, including the consolidated financial statements and
related information of the Company and financial statements of the subsidiary companies are available on the website
of the Company at www.ainvest.co.in,www.panoramastudios.in .

22 DEPOSITS:

During the year under review, the Company has not accepted any deposits from public in terms of the Companies
Act, 2013. Further, no amount on account of principal or interest on deposits from public was outstanding as on the
date of the balance sheet.

23. STATUTORY AUDITORS:

Members of the Company at the AGM held on September 30th, 2024, approved the appointment of M/s. S I G M
A C & CO FRN - 116351W Peer Reviewed Firm of Mumbai as a Statutory Auditors of the company to hold the
office from the conclusion of the 44th Annual General Meeting until the conclusion of the 49th Annual General
Meeting of the Company to be held in the year 2029 at such remuneration plus applicable taxes and reimbursement
of out-of-pocket expenses in connection with the Audit as may be mutually agreed between the Board of Directors
of the Company and the Auditors." The Auditors has audited the financials of the company for the financial year
2024-25.

The report of the Statutory Auditor forms part of this Integrated Report and Annual Accounts 2024-25. The said
report does not contain any qualification, reservation, adverse remark or disclaimer.

24. SECRETARIAL AUDITORS:

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable
provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5
years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other
applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the
SEBI Listing Regulations.

SECRETARIAL AUDIT REPORT

Nitesh Chaudhary & Associates, Practicing Company Secretary, Mem. No. F-10010; COP-16275, a peer review
certificate no. 2008/2022 , was appointed as Secretarial Auditor of your Company to conduct a Secretarial Audit of
records and documents of the Company for F.Y. 2025. The Secretarial Audit Report confirms that the Company has
complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non¬
compliances except the following observations. The Company is required to annex to the Board''s Report, the
Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice, The Secretarial Audit
Report is Annexed herewith as Annexure - IV (Panorama Studios International Limited) and Secretarial Audit Report
is Annexed herewith as Annexure - IV (A) for material subsidiary (Panorama Studios Private Limited).

During the course of audit, Secretarial Auditor observed the following non-compliances and management
clarification on the Observations:

1. Non-compliance under Regulation 33 of SEBI (LODR) Regulations, 2015:

o Issue: The Company delayed submitted the audited financial results for the quarter and year ended
on 31^st March 2024 within the stipulated time frame, it was submitted on 31^st May, 2024 instead of
30^th May 2024 there was a delay of 1 day.

o Penalty: BSE Ltd. (the Stock Exchange) has imposed a penalty of Rs.5,900/- including GST on the
Company.

2. Non-compliance under Regulation 19(1)/19(2) of SEBI (LODR) Regulations, 2015:

o Issue: The Company has also received notice of non-Compliance under Regulation 19(1) /19(2) Non¬
compliance with the constitution of nomination and remuneration committee.

o Penalty Impose : BSE Ltd. (the Stock Exchange) has imposed a penalty of Rs.33040/- including GST
on the Company.

o Action taken : The Company has informed us that the company has filed Clarification to BSE on
28.03.2025 and also filed waiver application in this regard to BSE on 07.04.2025 The total fine levied
on company is Rs.33040 The waiver Application fees paid by the company is Rs.11800/-Including
GST , however this waiver application is still pending with BSE.

Management''s Clarification:

1. Non-compliance under Regulation 33 of SEBI (LODR) Regulations, 2015: Regarding the delay in the
submission of the financial results under Regulation 33 of SEBI (LODR) Regulations, 2015, the management
has provided the following clarification:

• Reason for Delay: The delay was due to Chief Financial Officer of the Company is not available for the
meeting due to unavoidable situations and therefore the Board of Directors of the Company has adjourned
the meeting. This caused a delay of one day in the submission of the Audited Financial results for the quarter
and year ended 31st March, 2024.

• Action Taken: The Company paid the penalty of ?5,900/- including GST. The management has confirmed
that there were no further actions taken beyond the payment of this penalty.

2. Non-compliance under Regulation 19(1)/19(2) of SEBI (LODR) Regulations, 2015: Regarding received
notice of non-Compliance under Regulation 19(1)/19(2) Non-compliance with the constitution of nomination
and remuneration committee of SEBI (LODR) Regulations, 2015, the management has provided the following
clarification:

• Reason for Delay: There is no delay the company has filed Clarification on 28.03.2025 in that they mention
that Mr. Anant Chourasia (DIN: 09305661) Non-executive Independent director of the company has resign
from office of Directors w.e.f from 01.08.2024, however as per the provision of Regulation 19(2) chairperson
of the listed entity, whether executive or non-executive, may be appointed as a member of the Nomination
and Remuneration Committee and shall not chair such Committee, as per the provision and to fill the gap of
composition of committee the company appointed Mr. Kumar Mangat Rajaram Pathak (Chairman and
Managing director) of the company as member of Nomination and remuneration committee, further the
company has appoint Mr. Vinesh Keshrimal Shah (DIN: 01435818) who has appointed as independent
director of the company on 06th September 2024 appointed him as member of Nomination and remuneration
committee and filed the reconstitution of committee on bse dated 15.11.2024 till the appointment of Mr.
Vinesh Keshrimal Shah (DIN: 01435818) as member of committee , Mr. Kumar Mangat Rajaram Pathak
Chairman and Managing director of the company acted as member of committee however the company
while filing of Corporate governance report for the month of December 2024 file only the appointment of Mr.
Vinesh Keshrimal Shah (DIN: 01435818) as member of committee w.e.f 15.11.2024 apart from clarification the
company has filed waiver application in this regard to BSE on 07.04.2025 The total fine levied on company is
Rs.33,040/- The waiver Application fees paid by the company is Rs.11,800/-Including GST , however this
waiver application is still pending with BSE .

• Action Taken: the company has filed waiver application in this regard to BSE on 07.04.2025 Application fees
paid by the company is Rs.11,800/-Including GST .

Ramesh Chandra Bagdi, Proprietor of Ramesh Chandra Bagdi & Associates M. No. F8276, C. P No. 2871, PR No:
1560/2021, was appointed as Secretarial Auditor of Panorama Studios Private Limited "PSPL", material Subsidiary
of the Company to conduct a Secretarial Audit of records and documents of the "PSPL", material Subsidiary for F.Y.
2025. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules,
Regulations and Guidelines and that there were no deviations or non-compliances except the following observations.
The Secretarial Audit Report is Annexed herewith as Annexure - IV (A) (Panorama Studios Private Limited) i.e.
material subsidiary.

During the year below observation is find by the Practicing Company Secretaries appointed for these subsidiaries
along with management comments and clarifications:

The Company has not filed Form DPT -3 in respect of the financial year ended 31.03.2024. The Company has not filed
form MGT - 14 for and Board resolution passed for appointment of secretarial auditor.

Reply: The Company admitted to complying with this regulation henceforth.

The Company has not complied with the provisions of section 186 of the act.

Reply: The Company is in the process of regularising the loans given to the related parties and other parties.

The Company has not appointed Independent Directors as required under section 149 (4) of the Act. The Constitution
of Audit Committee and Nomination Remuneration Committee are not as per requirement of Section 177 and 178 of
the Act.

Reply: The Company is in process of appointing the Independent Directors as required under the Companies Act,
2013 (Act). Post appointment of Independent Directors, the Company will reconstitute the Audit Committee and
Nomination Remuneration Committee as per requirement of Section 177 and 178 of the Act

Systems and Compliance:

Your Company has devised and implemented proper systems to ensure compliance with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India. These systems are deemed adequate and are
operating effectively.

It Means That your company has establish an operational framework that ensures adherence to the mandatory
governance practices laid out by the Institute of Company Secretaries of India (ICSI) Such as:

SS-1: Meetings of the Board of Directors
SS-2: General Meetings

Proper System Includes:

Documented policies and SOPs: For issuing meeting notices, recording minutes, maintaining registers, quorum rules,
and item numbering

Automated reminders and agendas: To ensure statutory timelines are met (e.g., issuing notices, circulating agendas,
announcing meeting time / place).

Minute -taking protocols: Specifying contents like start/end times, venue, attendance, and proper signatures as
required under SS-1/SS-2

Register maintenance: Up-to-date attendance registers, statutory registers, membership, directorship, etc., preserved
as per SS-1 and SS-4

Validation: Adequacy & Effectiveness

Audits: Regular secretarial audits, often by a practicing Company Secretary, assess compliance with SS-1 and SS-2,
as part of financial-year reporting.

Board reviews: Directors typically confirm —via board resolutions— that systems are adequate and functioning
throughout the year.

Remedial actions: Where gaps are found-like missing signatures, unnumbered minutes— corrective steps are
adopted swiftly, reducing risks such as statutory penalties from ROC.

Conclusion:

Despite the noted observations, the Company has taken corrective actions where necessary. The management has
addressed the identified issues, and the overall compliance status remains satisfactory. The systems in place for
compliance with Secretarial Standards are robust and effective.

We appreciate the cooperation extended by the management and staff during the audit.

25. INTERNAL AUDITOR:

ANPM & Co. LLP, Chartered Accountants, (FRN. W100264) who was appointed as an Internal Auditor of the
Company from the financial year 2024-25 to up to 2026-27 has submitted a report based on the internal audit
conducted during the year under review.

26. COST AUDITORS:

Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost
Auditor and cost accounts and records are not required to maintain by the company.

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of
frauds committed in the company by its officers or employees, to the Audit Committee under Section 143(12) of the
Act details of which needs to be mentioned in this Report.

27. GOODS AND SERVICE TAX:

The Goods and Services tax (GST) is a significant reform in the tax structure of the country in the national market for
goods and services and is expected to have a favourable impact on the economy in spite of the implementation
challenges, the company has registered itself in Goods and Services tax (GST). The GST Number of company
27AAMCA9685Q1ZG.

28. CHANGE IN THE SHARE CAPITAL:

The changes in the company''s capital structure during the year under review:

1. Authorized Share Capital: There were changes in the Authorized Share Capital of the Company due to sub
division of equity shares from the face value of Rs.10 Per share to Rs. 2 Per share.

2. Sub Division of Equity Shares: pursuant to the Sub division of Equity Shares of the Company, all the
Authorized, Issued, Subscribed and Paid up Equity Shares of face value of Rs. (Rupees Ten Only) each
existing on the record date to be fixed by the Board of Directors of the Company (which shall include any
Committee thereof), shall stand sub divided into 05 (Five) Equity Shares of face value of Rs. 2/--(Two Rupee)
each fully paid up. The details are as given below.

Particulars	Pre-Subdivision		Post Subdivision
	No. of Shares	Face Value each Eq. Shares	No. of Shares	Face Value each Eq. Shares
Authorized	1,60,00,000	Rs.10	8,00,00,000	Rs. 2
Paid-up	1,37,22,750	Rs.10	6,86,13,750	Rs. 2
Subscribed	1,37,22,750	Rs.10	6,86,13,750	Rs. 2

3. Paid-Up Capital Changes:

Due to Following Event Paid-Up Share capital of the company has been change in financial Year 2024-2025

• The change in paid-up capital as on May 24, 2024, due to allotment of Equity shares pursuant to
conversion of warrants in to Equity Shares, as the warrant holders exercised their rights of conversion
of their 3,76,000 equity warrants into equity shares, the Company allotted 3,76,000 equity shares to
warrant holders who paid the balance 75% of the issue price (Rs. 205.50 per share) for converting
their warrants into equity shares.

• The change in Paid-up share capital of the company again change on July 02,024, due to sub-division
of equity shares from the face value of Rs.10/- per share to Rs. 2/- per share, The shareholder of the
company has approve the Sub-division of Equity Shares of the Company due to that all the
Authorized, Issued, Subscribed and Paid-up Equity Shares of face value of Rs. 10/- (Rupees Ten
Only) each existing on the record date to be fixed by the Board of Directors of the Company (which
shall include any Committee thereof), shall stand sub-divided into 05 (Five) Equity Shares of face
value of Rs. 2/-(Two Rupee) each fully paid up.

• The change in Paid-up share capital of the company on November 04^th and November 11^th 2024 due
to warrant holders to exercise their rights of conversion of their 2,50,000 equity warrants into equity
shares and 2,15,000 equity warrants into equity shares, the Company allotted 12,50,000 and 10,75,000
Issued of Rs. 2/- face value Pursuant to conversion of Warrants into Equity Shares equity shares to
warrant holders who paid the balance 75% of the issue price (Rs. 205.50 per share) for converting
their warrants into equity shares .

4. Conversion of Warrants During the Year:

• On May 24, 2024, the Company allotted 3,76,000 equity shares to warrant holders who paid the
balance 75% of the issue price (?205.50 per share) for converting their warrants into equity shares.

The Preferential Allotment Committee approved the conversion of 3,76,000 Warrants (Equity
Convertible Warrants) into 3,76,000 equity shares of Rs. 10/- each face value fully paid up, at a price
of Rs. 274/- per share including premium of Rs. 264/- per share, upon receipt of warrant conversion
exercise amount i.e. 75% (Rs. 205.50/- per warrant) and conversion application by warrant holders,
the committee 3,76,000 equity shares pursuant to conversion of warrants in ratio of 1 warrant
converted into 1 equity shares, as per terms approved by shareholders through resolution passed in
the EOGM held on 24th January, 2024 and SEBI Guidelines for Preferential Issue.

• On November 04, 2024, the Company allotted 12,50,000 equity shares to warrant holders who paid
the balance 75% of the issue price (Rs. 205.50 per share) for converting their warrants into equity
shares:

The Preferential Allotment Committee approved the conversion of 250,000 Equity Convertible
Warrants of face value Rs. 10/- each, originally issued at a price of Rs. 274/- per warrant (including
a premium of Rs. 264/- each), into 12,50,000 equity shares of face value Rs. 2/- each, fully paid up.
This conversion was carried out upon receipt of the warrant conversion exercise amount (75% of the
issue price, equivalent to Rs. 205.50 per warrant), the committee allotted 12,50,000 equity shares
pursuant to conversion of warrants in ratio of 1 warrant of Rs. 10/- face value converted into 5 equity
shares of Rs. 2/- face value, as per the terms previously approved by the Board and shareholders
through resolutions passed at the EOGM held on January 24, 2024, and subsequent approval on July
2, 2024, for sub-division of the face value of equity shares from Rs. 10/- each to Rs. 2/- each, in
compliance with SEBI Guidelines for Preferential Issues.

• On November 11, 2024, the Company allotted 10,75,000 equity shares to warrant holders who paid
the balance 75% of the issue price (Rs. 205.50 per share) for converting their warrants into equity
shares:

The Preferential Allotment Committee approved the conversion of 2,15,000 Equity Convertible
Warrants of face value Rs. 10/- each, originally issued at a price of Rs. 274/- per warrant (including
a premium of Rs. 264/- each), into 10,75,000 equity shares of face value Rs. 2/- each, fully paid up.
This conversion was carried out upon receipt of the warrant conversion exercise amount (75% of the
issue price, equivalent to Rs. 205.50 per warrant), the committee allotted 10,75,000 equity shares
pursuant to conversion of warrants in ratio of 1 warrant of Rs. 10/- face value converted into 5 equity
shares of Rs. 2/- face value, as per the terms previously approved by the Board and shareholders
through resolutions passed at the EOGM held on January 24, 2024, and subsequent approval on July
2, 2024, for sub-division of the face value of equity shares from Rs. 10/- each to Rs. 2/- each, in
compliance with SEBI Guidelines for Preferential Issues.

This summary reflects the capital restructuring activities involving equity share allotments Pursuant
to conversions of warrant during the period under review.

5. Utilisation of the Proceeds from Preferential Issue of Equity Share Pursuant to Convertible Warrants:

The company has received two warrant conversion requests on November 04, 2024 and on November 11, 2024
accordingly the company has filed Statement of Deviation or Variation for the quarter ended 31^st December 2024 on
BSE:

The utilizations of funds raised have been mentioned hereunder:

	Statement of Deviation or Variation
Name of listed entity	Panorama Studios International Ltd
Mode of Fund Raising	Preferential issue of 15,41,000 warrants to Non-promoters and Promoter and promoter group on board meeting dated 29.02.2024 upon receipt the warrant Application/ subscription money @ 25% (Rs. 68.50/ - per warrant subscription money) Out of which. 4,65,000 Warrants convertible into Equity Shares during the quarter December, 2024. upon receipt of warrant conversion exercise amount i.e. 75% (Rs. 205.50/- per warrant) and conversion application by warrant holders:
Date of Raising Funds	During the quarter December, 2024 Preferential Allotment Committee approved the conversion of 250,000 Equity Convertible Warrants dated 04.11.2024 of face value Rs. 10/ - each, originally issued at a price of Rs. 274/- per warrant (including a premium of Rs. 264/- each), into 12,50,000 equity shares of face value Rs. 2/- each, fully paid up. This conversion was carried out upon receipt of the warrant conversion exercise amount (75% of the issue price, equivalent to Rs. 205.50 per warrant), the committee allotted 12,50,000 equity shares pursuant to conversion of warrants in ratio of 1 warrant of Rs. 10/- face value converted into 5 equity shares of Rs. 2/- face value, as per the terms previously approved by the Board and shareholders through resolutions passed at the EOGM held on January 24, 2024, and subsequent approval on July 2, 2024, for sub-division of the face value of equity shares from Rs. 10/ - each to Rs. 2/- each, in compliance with SEBI Guidelines for Preferential Issues. AND During the quarter December, 2024 Preferential Allotment Committee approved the conversion of 2,15,000 Equity Convertible Warrants dated 11.11.2024 of face value Rs. 10/- each, originally issued at a price of Rs. 274/- per warrant (including a premium of Rs. 264/- each), into 10,75,000 equity shares of face value Rs. 2/- each, fully paid up. This conversion was carried out upon receipt of the warrant conversion exercise amount (75% of the issue price, equivalent to Rs. 205.50 per warrant), the committee allotted 10,75,000 equity shares pursuant to conversion of warrants in ratio of 1 warrant of Rs. 10/- face value converted into 5 equity shares of Rs. 2/- face value, as per the terms previously approved by the Board and shareholders through resolutions passed at the EOGM held on January 24, 2024, and subsequent approval on July 2, 2024, for sub-division of the face value of equity shares from Rs. 10/ - each to Rs. 2/- each, in compliance with SEBI Guidelines for Preferential Issues.

		Date of Allotment of Warrants into Equity Shares:
		Date of Allotment			Convertible Warrants into equity		Balance 75% Amount Received (Towards exercise price 75% i.e. at 205.50/- per warrant for conversion)			No. of Eq. Shares Issued of Rs. 2/- face value Pursuant to conversion of Warrants into Equity Shares
		04.11.2024			2,50,000		5,13,75,000/-			12,50,000
		11.11.2024			2,15,000		4,41,82,500/-			10,75,000
Total Amount Raised on Conversion of warrants into equity shares	9,55,57,500/-
Report filed for Quarter ended	31st December, 2024
Monitoring Agency	Not Applicable
Monitoring Agency Name, if applicable
Is there a Deviation / Variation in use of funds raised	No
If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the shareholders	NA
If Yes, Date of shareholder Approval	NA
Explanation for the Deviation / Variation	NA
Comments of the Audit Committee after review	NA
Comments of the auditors, if any	NA
Objects for which funds have been raised and where there has been a deviation, in the following table
Original Object			Modified Object, if any	Original Allocation		Modified Allocation		Funds Utilized	Amount of Deviation/ Variation for the quarter according to applicable object		Remarks, if any
To raise further capital in order to meet the funding and business requirements of the Company including in relation to, and for [funding the business growth, capital expenditure, expansion			Not Applicable	4,65,000 (Conversion of warrant into equity)		Not Applicable		Rs. 9,55,57,500/-	Nil		NA

plans including investments in subsidiaries, Investment in good business entities either the same kind of business or other business, Investment in any company for creating group/associate companies, investment in any kind of Securities of any other company, exploring new initiatives, acquisition of business by making Investment or acquisition of stake in entities/ acquisition of companies as subsidiary for further expansion and diversification of the Business model, purchase any kind of property (Office premises/Factory/Godown/Land , etc.) for the company, Inter body corporate loans in the requirements of business, utilization for working capital, and other general corporate purposes] by way of fresh issue for cash and / or for consideration other than cash (including share swap).				Utilized til! 31st December, 2024.
General Corporate Purposes
Deviation or variation could mean: (a) Deviation in the objects or purposes for which the funds have been raised or (b) Deviation in the amount of funds actually utilized as against what was originally disclosed or (c) Change in terms of the contract referred to in the fund-raising document 1. e. prospectus, letter of offer, etc.

29. SWEAT EQUITY, BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:

During the year under review, the Company has not issued any sweat equity shares or bonus shares. Further, the

Company has not granted any stock options or implemented any stock option schemes for its employees.

30. MAJOR EVENTS AND CHANGES DURING THE YEAR:

During the year under review, major events occurred during the F.Y. 2024-2025 as under:

• During the year the company has taken the approve of shareholders of the company for sub-division of equity
shares from the face value of rs.10/- per share to Rs. 2/- per share in its extra ordinary General Meeting dated
July 02, 2024 accordingly the consent of member of company is granted to company for sub dividing the Equity
Shares of the Company, such that Equity Share having nominal value of Rs.10/-(Rupees Ten Only) be sub¬
divided into 05 (Five)Equity Shares face value of Rs. 2/-(Rupee Two Only) each fully paid-up.

• During the year the company has purchase its own office premises situated at Unit No 2202, 2203 and 2204 on
22th Floor in a building knows as "Signature" CTS N0. 737/9/1,2A/1,A, Village Oshiwara, Andheri West,
Mumbai -400058 and shifting from From its existing Registered Office address: office No. 1003 & 1004, 10th
Floor (West Side), Lotus Grandeur, Off Veera Desai Road, Andheri (W), Mumbai: 400053 To Unit No. 2202, 2203,
2204, Signature, Off Veera Desai Road, Andheri (W) Mumbai - 400053 with effect from 04th December, 2024.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014,
relating to conservation of energy and technology absorption, are not applicable to the Company during the year
under review.

A) Foreign Exchange Earning and Outgo.

Particulars	2024-25
Foreign Exchange Earnings	3,889.60
Foreign Exchange Outgo	NIL

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

CORPORATE SOCIAL RESPONSIBILITY (CSR) provisions are applicable on the Company for F.Y. 2024-25, as per
the profitability and size of company, the company has complied with the requirements of provisions of CSR, Driven
by a deep sense of responsibility and compassion, PSIL has embraced strategic initiatives focused on empowering
communities under its CSR Philosophy. From environmental stewardship to fostering social inclusion, from
promoting education to facilitating vertical social mobility, PSIL CSR initiatives are committed to create a positive
and lasting impact in the communities we serve.

At Panorama Studios International limited, we believe that true growth is meaningful only when it is shared.
Through our CSR initiatives, we strive to create a lasting impact on communities and contribute to a brighter, more
inclusive future.

PSIL''s CSR initiatives are governed by a board-driven policy aligned In accordance with the provisions of Section
135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the
Company has constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy outlining
the framework for undertaking CSR activities in line with the areas specified under Schedule VII of the Act.

The CSR policy of the Company provides guidelines for the selection, implementation and monitoring of activities
as well as for CSR planning, budgeting, impact assessment of CSR interventions.

PSIL remains committed to contributing proactively and positively to an equitable and developed future for all its
stakeholders

As part of our CSR initiatives, the Company has formulated a CSR Policy, which is available on the Company''s
website at the following link: https://www.ainvest.co.in/investors.html#para8.pdf. This policy has been developed
in accordance with the provisions of the Companies Act, 2013, and the relevant rules.

The Annual Report on the CSR activities for the financial year 2024-25 is annexed herewith as Annexure - XII to this
report.

33. ORDER OF COURTS:

The Company is not subject to any legal proceedings or claims that would have a material or adverse effect on its
going concern status, operations, or financial condition.

34. SECRETARIAL STANDARDS:

During the period under review, the Company has complied with the applicable Secretarial Standards notified by
the Institute of Company Secretaries of India. The Company has also undertaken an audit for FY 2024-25, in line with
SEBI circular no. CIR/CFD/CMD/l/27/2019 dated 8^th February 2019, for all applicable compliances, in line with the
SEBI Listing Regulations and circulars/guidelines. The Annual Secretarial Compliance Report will be submitted to

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Workplace Harassment and Maternity Benefit Disclosures:

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, and in compliance with Section 134 of the
Companies Act, 2013, the Company provides the following disclosures regarding workplace harassment and
maternity benefits:

i) . Prevention of Sexual Harassment (POSH) at Workplace:

No such cases were filed during the financial year 2024-25 under sexual harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013. Exide ensures a safe, respectful and inclusive workplace, especially
for women, through a clear Sexual Harassment Redressal Policy that provides accessible, fair and confidential
complaint resolution. The key features are: Zero Tolerance Approach , Gender-Neutral Scope , Protection Against
Retaliation, Confidentiality Assurance In addition of the above the company has constituted "Internal Complaints
Committee" as per Section 4 of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal)
Act, 2013.

A. Number of complaint filed during the financial year 2024-25: NIL

B. Number of complaint disposed during the financial year 2024-25: NIL

C. Number of complaint pending as on end of the financial year 2024-25: NIL

ii) . Compliance with the Maternity Benefit Act, 1961:

The Company confirms that it has complied with all provisions of the Maternity Benefit Act, 1961, including payment
of maternity leave, medical benefits, and other entitlements to eligible employees during the year.

The Board affirms its commitment to creating a safe, respectful, and supportive workplace environment for all
employees, and continuous efforts are made to strengthen policies and awareness programs in line with applicable
laws and best practices.

36. CODE OF CONDUCT:

We follow a comprehensive Code of Conduct that articulates expected standards of behaviour across the workplace.
It outlines the principles and standards that guide our leadership team and employees in their day-to-day operations.
The key features are: Compliance with Laws and Policies, Conflict of Interest Management Anti-Corruption and Fair''
Competition, Public and Social Media Communication, Reporting and Disciplinary Action.

The Board of Directors has approved a Code of Conduct that is applicable to all members of the board and employees
in their day-to-day business operations. The Company upholds a policy of "Zero Tolerance" against bribery,
corruption, and unethical behavior in any form. The Board has established directives to counter such actions
effectively. The Code of Conduct is available on the Company''s website at www.ainvst.co.in.

This code outlines the standard procedures for business conduct that directors and designated employees are
expected to follow in their dealings, particularly concerning integrity in the workplace, business practices, and
interactions with stakeholders. It provides guidance through examples on the expected behaviour of employees in
various situations and details the reporting structure for such matters, the certificate for adherence to the code of
conduct pursuant to regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 is
annexed as Annexure - IX of the board report.

All board members and senior management personnel have confirmed their compliance with the code. Additionally,
all management staff have received appropriate training in this regard.

37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company, is in compliance of Section 186 of Companies Act, 2013 and the Loans, guarantees or investments are
under the limit passed by the shareholders by passing a special resolution to increase the limit specified under section
186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company, is in compliance of Section 188 of Companies Act, 2013, The Company has engaged in material
individual transactions with its related parties during the financial year 2024-25. These transactions are under the
limit passed by shareholders by passing a special resolution for increasing the limit prescribed under Section 188 of
the Companies Act, 2013, and were neither in the ordinary course of business nor undertaken on an arm''s length
basis.

The details of these related parties and the transactions have been disclosed in Point No. 37 of the Notes to Accounts
in the Consolidated Financial Results of the Company, where full disclosure, including the names of the related
parties, has been provided.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form
AOC - 2 as attached as in this Board''s Report.

39. MANAGERIAL REMUNERATION:

The Company has paid managing remuneration to the Managing Director, Executive Director, and Key Managerial
Personnel (KMP), as disclosed in the Notes to the Accounts of the financial results. These payments comply with the
prescribed and permissible limits set forth in the Companies Act, 2013, and the applicable rules.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 is
annexed as Annexure - V to Board Report.

40. CORPORATE GOVERNANCE CERTIFICATE:

The Corporate Governance certificate from the auditor, regarding compliance with the conditions of corporate
governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been
annexed with the report. The Company is committed to maintaining the highest standards of Corporate Governance
and adhering to the Corporate Governance requirements set by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate
Governance, along with a certificate from the Statutory Auditors confirming adherence to these provisions, is
included and forms part of the Annual Report as Annexure -XI.

41. MANAGEMENT DISCUSSION & ANALYSIS:

In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Management Discussion and Analysis Report forms part of the Annual Report and provides an overview
of the Company''s performance, industry trends, opportunities, risks, and outlook.

42. RISK MANAGEMENT POLICY:

The Risk Management Policy of the Company provides the framework of Enterprise Risk Management by
describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the
external environment and continuous monitoring of internal risk factors.

The Board of Directors believes that no significant risk factors currently threaten the existence of the Company.

During the year, the Directors have implemented an adequate risk management policy designed to address
potential risks. The Company actively manages, monitors, and reports on principal risks and uncertainties that
could impact its ability to achieve its strategic objectives. The Audit Committee and the Board of Directors
periodically review these risk management procedures.

The Company''s Risk Management System (RMS) encompasses its management systems, organizational structures,
processes, standards, code of conduct, and behavior, ensuring a comprehensive and effective approach to risk
management.

43. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In accordance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company is required to conduct a familiarization program for Independent Directors (IDs). This program is
designed to familiarize them with their roles, rights, and responsibilities within the Company, the nature of the
industry in which the Company operates, and the Company''s business model. The familiarization is carried out
through various initiatives to ensure that Independent Directors are well-informed and equipped to effectively fulfill
their duties.

44. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

In accordance with the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil
Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or suspected
fraud, or violation of the Company''s code of conduct.

The mechanism provides for adequate safeguards against victimization of employees and Directors who avail of the
mechanism. The Vigil Mechanism is overseen by the Audit Committee and ensures direct access to the Chairperson
of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is available on the Company''s website at: http: / /www.ainvest.co.in/investors.html#para11

45. EXTRACT OF ANNUAL RETURNS:

In terms of the provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of Companies (Management and
Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31 March 2025 is placed
on the website of the Company and can be accessed at www.ainvest.co.in.

46. DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them,
your Directors make the following statements in terms of Section 134(3)(c) of the Act:

• That, in the preparation of the annual financial statements, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

• That the Directors have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent 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 of the Company for that period;

• That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in line with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

• That the Directors have prepared the annual accounts on a going-concern basis;

• That proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively, and

• That systems to ensure compliance with the provisions of all applicable laws were in place, adequate, and
operating effectively.

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2024¬
25 was in accordance with the Nomination & Remuneration Policy of the Company.

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to
remuneration and other details as required under the Act and the above Rules are as under.

Disclosures under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ("Rules"), relating to the remuneration and other details as required The
percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the
financial year 2024-2025, ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for the financial year 2024-2025. Attached as Annexure V.

48. CFO CERTIFICATION:

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification, as required under Regulation
17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, has been appended to this report. CFO Certificate annexed as Annexure - VIII to Board Report.

49. PREVENTION OF INSIDER TRADING:

The Company has in place a Code of Conduct for Prevention of Insider Trading ("Code of Conduct") which provides
a framework for dealings in securities by Designated Persons of the Company as required by the listed Companies
pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). Trading window closure
notice is disseminated to all the directors and designated persons and to concerned stock exchanges in advance.
Violations of the policy, if any, are appropriately acted on and reported to the SEBI/Stock Exchanges. The Company
also maintains a Structured Digital Database, as required under the SEBI PIT Regulations and has also implemented
an online application for approving pre-clearances to insiders, who intend to trade in the securities of the Company.

The Company Secretary is appointed as the Compliance Officer by the Board to ensure compliance and effective
implementation of the PIT Regulations. Reports on matters related to these regulations are reported to the Audit
Committee, wherever required.

Further, the Company has implemented and is in compliance with the provisions of Regulation 3 and Regulation 5
of the SEBI (Prohibition of Insider Trading) Regulations, 2015, including maintenance of the Structured Digital
Database (SDD) as prescribed by SEBI.

50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceeding pending in the name of the company
under the Insolvency Bankruptcy Code, 2016.

51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial
Institutions.

On behalf of the Directors of the Company, I would like to express our deep appreciation to our shareholders,
customers, business partners, vendors, bankers, financial institutions, and academic institutions for their invaluable
support throughout the year.

Finally, we extend our heartfelt gratitude to all our employees and their families for their significant contributions,
which have been instrumental in shaping the Company into what it is today.

For and on behalf of the Board
Panorama Studios International Limited

Date: 06^th September 2025 Sd/ Sd/-

Place: Mumbai Kumar Mangat Pathak Abhishek Pathak

Managing Director Director

DIN:00299630 DIN - 00700868

---

Mar 31, 2024

The Board of Directors hereby submits the 44th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2024.

FINANCIAL PERFORMANCE OF THE COMPANY:				(Amount	in Lakhs)
	Particulars	Standalone		Consolidated
		F Y 2024	F Y 2023	F Y 2024	F Y 2023
	Revenue from Operation	40370.91	29050.99	43959.83	37148.38
	Revenue from other Income	589.88	465.60	462.84	499.58
	Total Revenue	40960.79	29516.49	44422.67	37647.96
	Profit before Tax	5652.12	5348.29	5228.21	4941.94
	Tax Expenses	1454.99	1379.92	1406.29	1408.68
	Profit/Loss after Tax for the year	4197.12	3968.37	3821.93	3533.26

1. RESULT HIGHLIGHTS:

Our company continues to be actively engaged in Entertainment, Media, and Film Production as its principal business. I am pleased to report that we have made considerable progress over the past year, despite facing some challenges.

For the financial year ending March 31, 2024, we achieved a Standalone Profit After Tax of Rs. 4,197.12 lakhs, which is an improvement over the previous year''s Standalone Profit of Rs. 3,968.37 lakhs as of March 31, 2023. This growth underscores the effectiveness of our strategic initiatives and the resilience of our core business operations.

However, it is also important to address that on a consolidated basis, the company reported a Loss of Rs. 3,821.93 lakhs for the year ended March 31, 2024, compared to a consolidated profit of Rs. 3,533.26 lakhs for the previous year ending March 31, 2023. This loss is reflective of the challenging market conditions and certain extraordinary items that impacted our financial results.

Despite this, I am confident in our ability to overcome these challenges. There have been no significant or material events that would impact the company''s status as a going concern or disrupt our operations in the future. Our fundamentals remain strong, and we are well-positioned to continue our growth trajectory.

2. DIVIDEND:

The Board the Board of Directors, in its meeting held on May 31, 2024, has recommended a dividend of 10% i.e. Re.

0.20/- per equity shares of the company on face value Rs. 2/- (after sub-division) per fully paid-up equity share of the company, for the financial year ended March 31, 2024. This dividend proposal is now subject to your approval.

In alignment with our commitment to creating value for our shareholders, this dividend reflects our confidence in the company''s financial stability and future growth prospects.

Our company adheres to a well-defined Dividend Distribution Policy, which is in compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"). This policy ensures transparency and consistency in the distribution of profits to our shareholders. For more details, the Dividend Distribution Policy is available on our company''s website at [email protected].

3. BOARD OF DIRECTORS:

The composition of the Board during the year has been in full compliance with the provisions of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well as the Companies Act, 2013. This ensures that our governance framework remains robust and in alignment with regulatory requirements.

In accordance with Section 152 of the Companies Act, 2013, Mr. Abhishek Kumar Mangat Pathak, our Executive Director, will retire by rotation at the upcoming Annual General Meeting. I am pleased to inform you that Mr. Abhishek Kumar Mangat Pathak, being eligible, has offered himself for re-appointment. The Board has reviewed his performance and contributions, and I am happy to share that the Board has recommended his re-appointment.

Furthermore, I would like to assure you that none of the Directors are disqualified from appointment or reappointment under Section 164 of the Companies Act, 2013. This is also confirmed in the Auditors'' Report, which reflects our commitment to maintaining the highest standards of corporate governance.

As required under Regulation 36(3) of the Listing Regulations with the stock exchanges, detailed information regarding the Directors proposed for appointment or re-appointment has been provided in the notice of the Annual General Meeting. I encourage you to review this information as you consider the proposed appointments.

4. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:

Mr. Sandeep Kumar Sahu, Mrs. Rekha Agarwal, Mrs. Khushboo Vasudev, and Mr. Anant Chourasia, the Independent Directors of our company, have confirmed their compliance with all the conditions of Independent Directorship as specified in sub-section (6) of Section 149 of the Companies Act, 2013, along with the associated rules and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has duly noted these confirmations. Moreover, in accordance with the requirements of the Companies Act, 2013, all our Independent Directors are registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

Their adherence to these statutory requirements underscores our commitment to maintaining the highest standards of governance and transparency. The Board recognizes the invaluable contributions of our Independent Directors and their ongoing dedication to the company''s success.

5. FORMAL ANNUAL EVALUATION:

As part of our commitment to maintaining high standards of governance, we conducted a comprehensive annual evaluation of the Board of Directors, individual Directors, and Committees in accordance with the provisions of the Companies Act, 2013, and the SEBI Listing Regulations.

The evaluation process was thorough and inclusive, with the Board assessing its own performance based on various criteria, including board composition and structure, effectiveness of board processes, and the quality of information and functioning. Inputs were sought from all Directors to ensure a holistic and accurate evaluation.

Similarly, the performance of our Committees was evaluated by the Board, with input from committee members. The criteria for this evaluation focused on aspects such as the composition of committees and the effectiveness of committee meetings. These criteria are aligned with the guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board held one-on-one meetings with the Independent Directors, while the Chairman of the Nomination and Remuneration Committee (NRC) conducted individual meetings with the Executive Directors. Additionally, in a separate meeting of the Independent Directors, the performance of Non-Independent Directors, the Board as a whole, and the Chairman of the Company were evaluated, taking into account the perspectives of the Executive Director and Non-Executive Directors.

The NRC also reviewed the performance of individual directors based on criteria such as their contribution to Board and committee meetings, preparedness on issues to be discussed, and the quality of their contributions and inputs during meetings.

Following these evaluations, the Board convened to discuss the performance of the Board, its committees, and individual Directors. The evaluation process reinforced the Board''s confidence in the ethical standards upheld by the Company, the cohesiveness among Board members, the flexibility of the Board and management in navigating challenges, and the openness of management in sharing strategic information with the Board.

This rigorous evaluation process is crucial for ensuring that the Board and its Committees continue to function effectively and in the best interests of all stakeholders.

6. DIRECTORS'' APPOINTMENT AND REMUNERATION POLICY:

The Company is committed to maintaining transparency and adherence to best practices in the appointment and remuneration of Directors. Our policies regarding Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, and the independence of Directors, are aligned with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. These policies have been carefully crafted and adopted by the Board to ensure that we attract and retain highly qualified individuals who contribute positively to the Company''s success.

These policies are available for review on our company''s website via this link: www.ainvest.co.in.

Furthermore, I would like to affirm that the remuneration paid to our Directors is fully compliant with the terms laid out in the Nomination and Remuneration Policy of the Company. This policy is designed to ensure fairness and alignment with both the strategic objectives of the Company and the expectations of our stakeholders.

We believe that our approach to Directors'' appointment and remuneration continues to uphold the highest standards of governance and supports the long-term success of the Company.

7. TRAINING AND ORIENTATION FOR INDEPENDENT DIRECTORS:

Company has place a strong emphasis on ensuring that our Independent Directors are well-equipped to fulfil their roles effectively. Every new Independent Director who joins our Board participates in a comprehensive orientation program designed to familiarize them with the company''s strategy, operations, and functions. During this program, our Executive Directors and senior managerial personnel present detailed overviews of the company''s strategy, operations, product and service offerings, markets, software delivery, organizational structure, finance, human resources, technology, quality management, facilities, and risk management practices.

In addition to the initial orientation, the company also organizes specialized workshops for the benefit of our Directors and Independent Directors. These workshops have covered crucial topics such as:

• How to review, verify, and study financial reports,

• Corporate Governance practices,

• Provisions under the Companies Act, 2013,

• SEBI Insider Trading Regulation, 2015.

These programs are designed to enhance the Directors'' understanding of their responsibilities and to ensure that they remain well-informed about the latest regulatory and governance practices.

8. CORPORATE GOVERNANCE:

In line with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we have dedicated a separate section in this Annual Report to outline the Corporate Governance practices followed by the Company. This section provides a detailed account of our adherence to governance standards and practices that uphold transparency, accountability, and ethical conduct, Corporate Governance Report is annexed herewith as Annexure - XI

Additionally, we have included a certificate from a Statutory Auditors of the company annexed in the Board Report as Annexure - VIII confirming our compliance with these regulations. This certificate serves as an affirmation of our commitment to maintaining the highest standards of corporate governance.

We believe that strong governance practices are fundamental to building and sustaining trust with our stakeholders and ensuring the long-term success of the Company.

9. DIRECTORS:

• The Board & KMP of the Company during the financial year was as follows:

	Sr. No.	Directors	Designation	Date of Appointment	Date of Resignation
	1.	Mr. Kumar Mangat Pathak	Managing Director	31-12-2018	NA
	2.	Mr. Abhishek Pathak	Executive Director	31-12-2018	NA
	3.	Mr. Sanjeev Joshi	Executive Director	05-07-2022	NA
	4.	Mrs. Khushboo Vasudev	Non-Executive Independent Director	05-04-2019	05-04-2024
	5.	Mr. Sandeep Kumar Sahu	Non-Executive Independent Director	29-12-2021	NA
	6.	Mrs. Rekha Agarwal	Non-Executive Independent Director	29-12-2021	NA
	7.	Mr. Anant Chourasia	Non-Executive Independent Director	28-12-2023	01-08-2024
	8.	Mr. Ravindra Appa Auti	Chief Financial Officer (CFO)	31-12-2018	NA
	9.	Mr. Kapil Purohit	Company Secretary (CS)	05-07-2021	30-08-2023
	10.	Mr.Yatin Vilas Chaphekar	Company Secretary (CS)	05-12-2023	NA

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Ten (10) meetings of the Board of Directors were held during the financial year 2023-2024. The details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. These were held on the following dates are as 30^th May, 2023, 14^th August, 2023, 28^th August, 2023, 28^th October 2023, 14^th November 2023, 05^th December 2023, 18^th December 2023, 28^th December 2023,14^th February 2024 and 29^th February 2024.

11. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee, and

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors which includes Code of Conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.

12. MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN CONDUCTED BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors, and Committees was conducted in accordance with the provisions of the Companies Act and the Listing Regulations.

The Board''s performance was evaluated after seeking input from all Directors, based on criteria such as board composition and structure, the effectiveness of board processes, information flow, and overall functioning.

The performance of the Committees was assessed by the Board after obtaining input from committee members, focusing on criteria such as the composition of committees and the effectiveness of committee meetings. These criteria were broadly aligned with the guidance note on board evaluation issued by the Securities and Exchange Board of India (SEBI) on January 5, 2017.

The Chairman of the Board held one-on-one meetings with the Independent Directors (IDs), while the Chairman of the Nomination and Remuneration Committee (NRC) conducted similar meetings with Executive and Non-Executive, NonIndependent Directors.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole, and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and Non-Executive Directors (NEDs).

The NRC reviewed the performance of individual Directors based on criteria such as their contribution to Board and committee meetings, preparedness on issues to be discussed, and meaningful and constructive input during meetings. The overall performance of the Board was also discussed in the subsequent Board meeting.

The evaluation process reinforced the Board''s confidence in the Company''s ethical standards, the cohesiveness among Board members, the Board''s and management''s flexibility in navigating various challenges, and the openness of the management in sharing strategic information with the Board.

13. CHANGE IN DIRECTORS AND KMP DURING THE YEAR:

During the year under review, there is following changes took place in Board of Directors and KMP of the Company
	Sr. No.	Name of Directors & KMP	Designation	Appointment	Resignation
	1.	Mr. Anant Chourasia***	Non-Executive - Independent Director	28th December 2023	01St August 2024
	2.	Mrs. Khushboo Vasudev#	Non-Executive - Independent Director	05th April 2019	05th April 2024
	3.	Mr. Kapil Maheshchandra Purohit*	Company Secretary (CS)	05th July, 2021	30Th August 2023
	4.	Mr. Yatin Vilas Chaphekar**	Company Secretary (CS)	05th December 2023	NA

*Mr. Kapil Maheshchandra Purohit who was appointed as Company Secretary & Compliance officer of the company w.e.f. 05^th July, 2021 was tender his resignation w.e.f. 30^th August, 2023.

**In Place of Mr. Kapil Maheshchandra Purohit the company has appointed Mr. Yatin Vilas Chaphekar as company secretary and compliance officer of the company w.e.f. 05^th December 2023.

***Mr. Anant Chourasia (DIN- 09305661) has appointed as Non-Executive - Independent Director of the Company w.e.f. 28^th December 2023 who has tender his resignation as Non-Executive - Independent Director of the company w.e.f. 01^St August 2024.

#Mrs. Khushboo Vasudev (DIN- 08415000) has ceased to be Independent Director of the Company due to completion of her terms of appointment w.e.f. the close of business hours on 05th April 2024, consequent to end of her five years'' term as an Independent Director.

14. DISCLOSURE BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and specified under Regulation 16(1) (b) of the LODR Regulation, 2015 in respect of their position as an "Independent Director" of Company.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure Requirements) Regulations,

2015.

15. INDEPENDENT DIRECTORS DECLARATIONS:

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

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary (Except the position of Independent Director on board of

Material Subsidiary as per the requirements of applicable regulations and laws) or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or Associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives —

• holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

• is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company. as no dividend has been declared during the year.

17. RESERVES:

The Company pleased to report that during the financial year 2023-24, the company has made a prudent decision to transfer a certain amount to our reserves. This action reflects our commitment to strengthening our financial position and ensuring that we are well-prepared for future opportunities and challenges.

The transfer to reserves underscores our dedication to maintaining financial stability and supporting the company''s longterm growth strategy.

18. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR:

Panorama Studios International Limited is a leading company in the Media & Entertainment industry, primarily engaged in the production and distribution of films. Founded by Kumar Mangat Pathak, the company has established itself as a prominent producer of Bollywood films in India.

Throughout the year, Panorama Studios International Limited continued to strengthen its position in the industry, focusing on delivering high-quality entertainment content.

19. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company does not change the nature of business of company as the company engaged in the business of Entertainment, Film Distribution, Media and Film Production business during the financial year.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

No material changes and commitments which can affect the financial position of the company occurred between the end of the financial year of the company and the date of this report.

Internal Financial Control and Its Adequacy.

The Board has adopted robust policies and procedures to ensure the orderly and efficient conduct of the Company''s business operations. These measures include strict adherence to the Company''s policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures. These controls are designed to provide reasonable assurance regarding the achievement of the Company''s objectives, ensuring both operational efficiency and compliance with applicable laws and regulations.

21. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company has two subsidiary companies (Panorama Studios Private Limited and Panorama Music Private Limited) and two Limited Liability Partnership (LLP). Panorama Studios Private Limited is the material subsidiary of Panorama Studios International Limited w.e.f. 31^st March, 2019, as its transactions during the year were exceeds 10% of the consolidated net worth of Panorama Studios International Limited in immediately preceding accounting year.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 is attached as Annexure - 1 in this Board''s Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

22 DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

23. STATUTORY AUDITORS:

The Company''s Statutory Auditor''s M/s. S S R C A & Co., Chartered Accountants (F.R.No. 108726W) who was

appointed as the Statutory Auditors of the company in terms of Section 139 of the Companies Act, 2013 from the conclusion of 39^th AGM till the conclusion of the 44^th Annual General Meeting to be held in the year 2024. The Auditors has audited the financials of the company for the financial year 2023-24.

The standalone and the consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review.

The Statutory Auditors were present in the last Annual General Meeting of the Company.

24. SECRETARIAL AUDIT REPORT:

Nitesh Chaudhary & Associates, Practicing Company Secretary,Mem. No. F-10010; COP-16275, a peer review certificate no. 2008/2022 , was appointed as Secretarial Auditor of your Company to conduct a Secretarial Audit of records and documents of the Company for F.Y. 2024. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or noncompliances except the following observations. The Secretarial Audit Report is Annexed herewith as Annexure - IV (Panorama Studios International Limited) and Secretarial Audit Report is Annexed herewith as Annexure - IV (A) for material subsidiary (Panorama Studios Private Limited).

During the course of audit, Secretarial Auditor observed the following non-compliances and management clarification on the Observations:

1. Non-compliance under Regulation 33 of SEBI (LODR) Regulations, 2015:

o Issue: The Company delayed submitted the audited financial results for the quarter and year ended on 31^st March 2023 within the stipulated time frame, it was submitted on 31^st May, 2023 instead of 30^th May 2023 there was a delay of 1 day.

o Penalty: BSE Ltd. (the Stock Exchange) has imposed a penalty of ?5,900/- including GST on the Company.

2. Non-compliance under Regulation 23(9) of SEBI (LODR) Regulations, 2015:

o Issue: The Company delayed submitted the disclosure of Regulation 23(9) i.e. Related party Transaction details for Half Year ended on 30.09.2023, there was a delay of 3 days.

o Penalty: BSE Ltd. (the Stock Exchange) has imposed a penalty of ?5,900/- including GST on the Company.

1. Non-compliance under Regulation 23(9) of SEBI (LODR) Regulations, 2015:

o Issue: The Company delayed submitted the disclosure of Regulation 23(9) i.e. Related party Transaction details for Half Year ended on 30.09.2023, there was a delay of 3 days.

o Penalty: BSE Ltd. (the Stock Exchange) has imposed a penalty of ?17,900/- including GST on the Company

o .

2. Non-compliance under Regulation 6(1) of SEBI (LODR) Regulations, 2015:

o Issue: There was a delay in appointing a qualified Company Secretary as the Compliance Officer for the quarter and half year ended 30th September 2023.

o Penalty: BSE Ltd. has imposed a penalty of ?5,900/- including GST on the Company.

o Action Taken: The Company has informed us that the SOP fine of ?5,900/- including GST was paid on 23rd February 2024. No further actions or penalties have been reported.

Management''s Clarification:

1. Non-compliance under Regulation 33 of SEBI (LODR) Regulations, 2015: Regarding the delay in the submission of the financial results under Regulation 33 of SEBI (LODR) Regulations, 2015, the management has provided the following clarification:

• Reason for Delay: The delay was due to some pending account confirmations from vendors/parties which were received late. This caused a delay of one day in the submission of the Audited Financial results for the quarter and year ended 31st March, 2023.

• Action Taken: The Company paid the penalty of ?5,900/- including GST. The management has confirmed that there were no further actions taken beyond the payment of this penalty.

2. Non-compliance under Regulation 23(9) of SEBI (LODR) Regulations, 2015: Regarding the delay in the submission of the Related Party Transaction Disclosure under Regulation 23(9) of SEBI (LODR) Regulations, 2015, the management has provided the following clarification:

• Reason for Delay: The delay was due to some pending account confirmations from vendors/parties which were received late. This caused a delay of three day in the submission of the disclosure of Related Party Transaction for the quarter and half year ended 30th September 2023.

• Action Taken: The Company paid the penalty of ?17,700/- including GST on 2nd January 2024. The management has confirmed that there were no further actions taken beyond the payment of this penalty.

2. Non-Compliance Under Regulation 6(1) of SEBI (LODR) Regulations, 2015: Delay in Appointing a Qualified Company Secretary as the Compliance Officer

• Reason for Delay: The delay in appointing a qualified Company Secretary and Compliance Officer occurred due to the challenge of finding a competitive and knowledgeable candidate. The high demand for Company Secretaries, coupled with a lower availability of suitable candidates, resulted in the Company facing difficulties in making the appointment in a timely manner. Consequently, there was a delay of one day in the appointment.

• Action Taken: The Company addressed this non-compliance by promptly paying the Standard Operating Procedure (SOP) fine of ?5,900/- (including GST) on 23rd February 2024. No further actions or penalties have been reported.

Ramesh Chandra Bagdi, Proprietor of Ramesh Chandra Bagdi & Associates M. No. F8276, C. P No. 2871, PR No: 1560/2021, was appointed as Secretarial Auditor of Panorama Studios Private Limited "PSPL", material Subsidiary of the Company to conduct a Secretarial Audit of records and documents of the "PSPL", material Subsidiary for F.Y. 2024. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances except the following observations. The Secretarial Audit Report is Annexed herewith as Annexure - IV (A) (Panorama Studios Private Limited) i.e. material subsidiary.

During the year below observation is find by the Practicing Company Secretaries appointed for these subsidiaries along with management comments and clarifications:

The Company has not filed Form DPT -3 in respect of the financial year ended 31.03.2023. The Company has not filed form MGT - 14 for and Board resolution passed for appointment of secretarial auditor.

Reply: The Company admitted to complying with this regulation henceforth.

The Company has not complied with the provisions of section 185 & 186 of the act.

Reply: The Company is in the process of regularising the loans given to the related parties and other parties.

The Company has not appointed Independent Directors as required under section 149 (4) of the Act. The Constitution of Audit Committee and Nomination Remuneration Committee are not as per requirement of Section 177 and 178 of the Act.

Reply: The Company is in process of appointing the Independent Directors as required under the Companies Act, 2013 (Act). Post appointment of Independent Directors, the Company will reconstitute the Audit Committee and Nomination Remuneration Committee as per requirement of Section 177 and 178 of the Act

The company has taken unsecured loan from person other than Directors and Companies

Reply: During the year under review the Company has not taken any loans from persons other than Directors and Companies. However the Company is in the process of regularising the past loan taken from persons other than Directors and Companies.

Systems and Compliance:

Your Company has devised and implemented proper systems to ensure compliance with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India. These systems are deemed adequate and are operating effectively.

Conclusion:

Despite the noted observations, the Company has taken corrective actions where necessary. The management has addressed the identified issues, and the overall compliance status remains satisfactory. The systems in place for compliance with Secretarial Standards are robust and effective.

We appreciate the cooperation extended by the management and staff during the audit.

25. INTERNAL AUDITOR:

M/s Arvind Baid & Associates, Chartered Accountants, (FRN. 137526W) who was appointed as an Internal Auditor of the Company from the financial year 2021-22 to up to 2023-24 has submitted a report based on the internal audit conducted during the year under review.

26. COST AUDITORS:

Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor and cost accounts and records are not required to maintain by the company.

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

27. GOODS AND SERVICE TAX:

The Goods and Services tax (GST) is a significant reform in the tax structure of the country in the national market for goods and services and is expected to have a favourable impact on the economy in spite of the implementation challenges, the company has registered itself in Goods and Services tax (GST). The GST Number of company 27AAMCA9685Q1ZG.

28. CHANGE IN THE SHARE CAPITAL:

The changes in the company''s capital structure during the year under review:

1. Authorized Share Capital: There were no changes in the Authorized Share Capital of the Company during the year.

2. Equity Shares: The Company did not issue equity shares with differential rights concerning dividend, voting, or other matters.

3. Paid-Up Capital Changes:

o The paid-up capital of the Company changed due to the allotment of 9,00,000 equity shares at a price of ?274 (including a premium of ?264) on a preferential basis to a non-promoter. o The Company also allotted 15,41,000 equity convertible warrants on a preferential basis, each convertible into equity shares, at a price of ?274 per warrant (including a premium of ?264), in one or more tranches, to both promoter and non-promoter categories.

4. Conversion of Warrants:

o 3. After the audit period and post-March 31, 2024, the Company received request/application from warrant holders to exercise their rights of conversion of their 3,76,000 equity warrants into equity shares. o 4. On May 24, 2024, the Company allotted 3,76,000 equity shares to warrant holders who paid the balance 75% of the issue price (?205.50 per share) for converting their warrants into equity shares.

This summary reflects the capital restructuring activities involving equity share allotments and warrant conversions during the period under review.

5. Utilisation of The Proceeds From Preferential Issue Of Equity Share and equity Convertible Warrants:

Company has receipt the Share Application money of Rs. 24,66,00,000/- (Rupees Twenty-Four Crore Sixty-Six Lakh Only) in the Preferential Shares bank account of the company, from 9 proposed allottees (Equity Shares Allottees) out of 10 Proposed Equity Shares Allottees, the Board of Directors allotted 9,00,000 (Nine Lakh) equity shares of Rs. 10/- each face value fully paid up, at a price of Rs. 274/- per share including premium of Rs. 264/- per share and;

Receipt the warrant Application/subscription money @ 25% (Rs. 68.50/- per warrant subscription money) of warrants Issue Price Rs. 274/- each including premium of Rs. 264/-, of Rs. 10,55,58,500/- (Rupees Ten Crores Fifty-Five Lakh Fifty-Eight Thousand Five Hundred Only) in the Preferential Shares bank account of the company, from 25 proposed allottees (Warrant Allottees) out of 25 Proposed Warrant Allottees, the Board of Directors allotted 15,41,000 (Fifteen Lakh Forty-One Thousand) warrants (equity convertible warrants), on receipt of Rs. 68.50/- per warrant @25% of issue price aggregating to Rs. 10,55,58,500/- ,The board of directors of the company on its meeting dated 29th February, 2024 has allotted the above equity share and equity convertible warrant after the receiving the Application and subscription money , The company has also file its statement of variation and deviation Statement of deviation(s) or variation(s) under Regulation 32 of SEBI (LODR) Regulations, 2015 for the quarter and year ended 31st March, 2024 on BSE.

	The utilizations of funds raised have been mentioned hereunder:
	Statement of Deviation or Variation
	Name of listed entity			Panorama Studios International Ltd
	Mode of Fund Raising			A ) Preferential issue of 15,41,000 warrants to Non-promoters and Promoter and promoter group on board meeting dated 29.02.2024 upon receipt the warrant Application/subscription money @25% (Rs. 68.50/- per warrant subscription money) of warrants Issue Price Rs. 274/- each including premium of Rs. 264/-, of Rs. 10,55,58,500/- (Rupees Ten Crores Fifty-Five Lakh Fifty-Eight Thousand Five Hundred Only) in the Preferential Shares bank account of the company as per terms approved by shareholders through resolution passed in the EOGM held on 24th January, 2024 and SEBI Guidelines for Preferential Issue and the details of allotment of warrants. B ) Preferential issue of 9,00,000 equity share upon receipt the Share Application money of Rs. 24,66,00,000/ - (Rupees Twenty-Four Crore Sixty-Six Lakh Only) in the Preferential Shares bank account of the company equity shares of Rs. 10/- each face value fully paid up, at a price of Rs. 274/- per share including premium of Rs. 264/-per share, as per terms approved by shareholders through resolution passed in the EOGM held on 24thJanuary, 2024.
	Date of Raising Funds			During the quarter March, 2024 the Company has allotted ) Preferential issue of 15,41,000/-Warrants convertible into equity On board meeting dated 29.02.2024 And Preferential issue of 9,00,000 equity share upon receipt the Share Application money of Rs. 24,66,00,000/- (Rupees Twenty-Four Crore Sixty-Six Lakh Only) on board meeting dated 29.02.2024. Date of Allotment of Warrants into Equity Shares:
					Date of Allotment	Convertible Warrants	At price 25% of Rs.274/-	Consideratio n received
					29.02.2024	15,41,000	68.50/-	10,55,58,500/-
					Date of Allotment	equity share	At Price	Consideratio n received
					29.02.2024	900,000	274	24,66,00,000/-
	Total Amount Raised on Preferential issue of warrant and Preferential issue of equity shares			Total 15,41,000 Warrants allotted by the Company during quarter March, 2024 and has received Rs. 10,55,58,500/- And Total 900,000 equity share allotted by the Company during quarter March, 2024 and has received Rs. 24,66,00,000/-
	Report filed for Quarter ended			31St March, 2024
	Monitoring Agency			Not Applicable
	Monitoring Agency Name, if applicable			-
	Is there a Deviation / Variation in use of funds raised			No
	If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the shareholders			NA
	If Yes, Date of shareholder Approval			NA
	Explanation for the Deviation / Variation			NA
	Comments of the Audit Committee after review			NA
	Comments of the auditors, if any			NA
	Objects for which funds have been raised and where there has been a deviation, in the following table

	Original Object	Modified Object, if any	Original Allocation	Modified Allocation	Funds Utilized	Amount of Deviation/ Variation for the quarter according to applicable object	Remarks, if any
	To raise further capital in order to meet the funding and business requirements of the Company including in relation to, and for [funding the business growth, capital expenditure, expansion plans including investments in subsidiaries, Investment in good business entities either the same kind of business or other business, Investment in any company for creating group/ associate companies, investment in any kind of Securities of any other company, exploring new initiatives, acquisition of business by making Investment or acquisition of stake in entities/ acquisition of companies as subsidiary for further expansion and diversification of the Business model, purchase any kind of property (Office premises/Factory/Godown/Land , etc.) for the company, Inter body corporate loans in the requirements of business, utilization for working capital, and other general corporate purposes] by way of fresh issue for cash and / or for consideration other than cash (including share swap).	Not Applicable	15.41.000 (Preferential issue warrant) 900.000 (Preferential issue of equity share )	Not Applicable Not Applicable	Rs. 10,55,58,500/- utilized till 31st March, 2024. Rs. 24,66,00,000/- utilized till 31st March, 2024.	Nil	NA
	General Corporate Purposes
	Deviation or variation could mean: (a) Deviation in the objects or purposes for which the funds have been raised or (b) Deviation in the amount of funds actually utilized as against what was originally disclosed or (c) Change in terms of the contract referred to in the fund-raising document 1. e. prospectus, letter of offer, etc.

29. SWEAT EQUITY, BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:

The company has not issued any sweat equity shares or bonus shares, nor has it provided any stock option schemes to its employees during the year under review.

30. MAJOR EVENTS AND CHANGES DURING THE YEAR:

During the year under review, major events occurred during the F.Y. 2023-2024 as under:

• During the period under review, the company has conducted EOGM on 24^th January, 2024 for shareholders'' approval for issue and allotment 10,00,000 equity shares of face value ?10 each in dematerialized form on a preferential allotment basis to non-promoters. These shares were issued in one or more tranches at a price of ?274 (including a premium of ?264), as per the applicable regulations of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the company allotted 9,00,000 equity shares through preferential issue at price of ?274 (including a premium of ?264) on a preferential basis to nonpromoters, as company didn''t received allotment money from one of proposed allottee for 1,00,000 Eq. Shares therefore the allotment was made for 9,00,000 Eq. Shares only.

• The Company has issued and allotted 15,41,000 (fifteen lakh forty-one thousand) equity convertible warrants in dematerialized form on a preferential basis in one or more tranches. These warrants were allotted to both the promoter and non-promoter categories, referred to as the "proposed allottee," at a price of ?274 (including a premium of ?264) per warrant. The price was determined in accordance with the applicable regulations of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as may be modified or re-enacted from time to time ("SEBIICDR regulations"). Each warrant is convertible into equity shares of the Company.

• During the year, the paid-up share capital of the Company increased from ^12,44,67,500 to ^13,34,67,500 due to the allotment of 9,00,000 equity shares on a preferential basis to a non-promoter of the Company.

Additionally, post-March 31, 2024, the Company received application/request letter from warrant holders for the conversion of their 3,76,000 Convertible Equity Warrants into equity shares. The warrant holders submitted the required forms and paid the balance amount of 75% of the issue price, aggregating to ?7,72,68,000, for the conversion of 3,76,000 Convertible Equity Warrants into equity shares. On May 24, 2024, the Company allotted 3,76,000 equity shares to these warrant holders, who had paid the balance 75% of the issue price, which amounted to ?205.50 per share, pursuant to the conversion of warrants. These allotments were made to both the Promoter Group and Nonpromoter categories.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of

energy and technology absorption prescribed by the rules are not applicable to our company.

	A) Foreign Exchange Earning and Outgo.		(Rs. In Lakhs)
		Particulars	2023-24
		Foreign Exchange Earnings	5299.93
		Foreign Exchange Outgo	23,898.37

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

CORPORATE SOCIAL RESPONSIBILITY (CSR) provisions are applicable on the Company for F.Y. 2023-24, as per the profitability and size of company, the company has complied with the requirements of provisions of CSR, The Company firmly believes that long-term success is rooted in maintaining the overall well-being of society as a core value and purpose. Our primary objective is to engage in meaningful work that delivers measurable outcomes and has a significant impact on society. The Company''s vision is to contribute to creating a society where quality healthcare, education, and livelihood opportunities come together to build an equitable future for all families and communities. For us, Corporate Social Responsibility (CSR) is not merely an obligation; it is a commitment to transforming Bharat into a stronger and healthier nation.

The Company endeavors to make a positive contribution especially to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives.

The CSR Committee of the Board of Directors of the Company oversees the implementation of CSR Policy of the Company and spending of the CSR amount accordingly.

As part of our CSR initiatives, the Company has formulated a CSR Policy, which is available on the Company''s website at the following link: https://www.ainvest.co.in/investors.html#para8.pdf. This policy has been developed in accordance with the provisions of the Companies Act, 2013, and the relevant rules.

The Annual Report on the CSR activities for the financial year 2023-24 is annexed herewith as Annexure - XII to this report.

33. ORDER OF COURTS:

The Company is not subject to any legal proceedings or claims that would have a material or adverse effect on its going concern status, operations, or financial condition.

34. SECRETARIAL STANDARDS:

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

No such cases were filed during the financial year 2023-24 under sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. In addition of the above the company has constituted "Internal Complaints Committee" as per Section 4 of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

A. Number of complaint filed during the financial year 2023-24: NIL

B. Number of complaint disposed during the financial year 2023-24: NIL

C. Number of complaint pending as on end of the financial year 2023-24: NIL

36. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct that is applicable to all members of the board and employees in their day-to-day business operations. The Company upholds a policy of "Zero Tolerance" against bribery, corruption, and unethical behaviour in any form. The Board has established directives to counter such actions effectively. The Code of Conduct is available on the Company''s website at www.ainvst.co.in.

This code outlines the standard procedures for business conduct that directors and designated employees are expected to follow in their dealings, particularly concerning integrity in the workplace, business practices, and interactions with stakeholders. It provides guidance through examples on the expected behaviour of employees in various situations and details the reporting structure for such matters, the certificate for adherence to the code of conduct pursuant to regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 is annexed as Annexure - IX of the board report.

All board members and senior management personnel have confirmed their compliance with the code. Additionally, all management staff have received appropriate training in this regard.

37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company, is in compliance of Section 186 of Companies Act, 2013 and the Loans, guarantees or investments are under the limit passed by the shareholders by passing a special resolution to increase the limit specified under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company, is in compliance of Section 188 of Companies Act, 2013, The Company has engaged in material individual transactions with its related parties during the financial year 2023-24. These transactions are under the limit passed by shareholders by passing a special resolution for increasing the limit prescribed under Section 188 of the Companies Act, 2013, and were neither in the ordinary course of business nor undertaken on an arm''s length basis.

The details of these related parties and the transactions have been disclosed in Point No. 33 of the Notes to Accounts in the Consolidated Financial Results of the Company, where full disclosure, including the names of the related parties, has been provided.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 as attached as in this Board''s Report.

39. MANAGERIAL REMUNERATION:

The Company has paid managing remuneration to the Managing Director, Executive Director, and Key Managerial Personnel (KMP), as disclosed in the Notes to the Accounts of the financial results. These payments comply with the prescribed and permissible limits set forth in the Companies Act, 2013, and the applicable rules.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 is annexed as Annexure - V to Board Repot.

40. CORPORATE GOVERNANCE CERTIFICATE:

The Corporate Governance certificate from the auditor, regarding compliance with the conditions of corporate governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been annexed with the report. The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements set by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance, along with a certificate from the Statutory Auditors confirming adherence to these provisions, is included and forms part of the Annual Report as Annexure -XI.

41. MANAGEMENT DISCUSSION & ANALYSIS:42. RISK MANAGEMENT POLICY:

The Board of Directors believes that no significant risk factors currently threaten the existence of the Company.

During the year, the Directors have implemented an adequate risk management policy designed to address potential risks. The Company actively manages, monitors, and reports on principal risks and uncertainties that could impact its ability to achieve its strategic objectives. The Audit Committee and the Board of Directors periodically review these risk management procedures.

The Company''s Risk Management System (RMS) encompasses its management systems, organizational structures, processes, standards, code of conduct, and behavior, ensuring a comprehensive and effective approach to risk management.

43. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In accordance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to conduct a familiarization program for Independent Directors (IDs). This program is designed to familiarize them with their roles, rights, and responsibilities within the Company, the nature of the industry in which the Company operates, and the Company''s business model. The familiarization is carried out through various initiatives to ensure that Independent Directors are well-informed and equipped to effectively fulfil their duties

44. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of establishment of such mechanism have been disclosed on the website.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chief Ethics Counsellor / Chairman of the Audit Committee of Directors of the Company for Redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

45. EXTRACT OF ANNUAL RETURNS:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as Annexure -

III. Additionally, the full annual return in the form of MGT 7 is available on the Company''s website at www.ainvest.co.in.

46. DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Company''s IFCs were adequate and effective during F.Y.2023-24.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(A) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper

explanation relating to material departures;

(B) the directors have selected such accounting policies and applied them consistently and made judgments and estimates

that are reason a Secretarial 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 and loss of the company for that period;

(C) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(D) the directors have prepared the annual accounts on a going concern basis;

(E) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

(F) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

47. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are as under.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2023-2024, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2023-2024. Attached as Annexure V.

48. CFO CERTIFICATION:

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification, as required under Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been appended to this report. CFO Certificate annexed as Annexure - VIII to Board Report.

49. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the directors and designated employees of the company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceeding pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

51 DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial Institutions.

52. ACKNOWLEDGEMENTS:

On behalf of the Directors of the Company, I would like to express our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions, and academic institutions for their invaluable support throughout the year.

Finally, we extend our heartfelt gratitude to all our employees and their families for their significant contributions, which have been instrumental in shaping the Company into what it is today.

---

Mar 31, 2023

The Board of Directors hereby submits the 43^rd Annual report of the business and operations of the Company together with the audited financial statements for the financial year ended March 31^st, 2023.

FINANCIAL PERFORMANCE OF THE COMPANY:

(Lakhs)
Particulars	Standalone		Consolidated
	FY-2023	FY-2022	FY-2023	FY-2022
Revenue from Operation	29050.99	875.66	37148.38	8291.26
Revenue from other Income	465.60	238.11	499.58	959.89
Total Revenue	29516.49	1113.77	37647.96	9251.15
Profit before Tax	5348.29	281.72	4941.94	(106.04)
Tax Expenses	1379.92	31.33	1408.68	22.25
Profit/Loss after Tax for the year	3968.37	250.39	3533.26	(128.29)

1. RESULT HIGHLIGHTS:

The company continues to be engaged in Entertainment, Media & Film Production as its Principal Business.

The bottom line has also shown Standalone Profit (after tax) for the year ended 31.03.2023 Rs. 250.39/- as compared to Standalone profit of last year as on 31.03.2022 Rs. 3968.37/-. The company has consolidated profit for the year ended 31.03.2023 Rs. 128.29/- and previous year 31.03.2022 loss of Rs. 128.29 /- Further, there are no significant and material events impacting the going concern status and Company''s operations in future.

2. DIVIDEND:

During the year the company earned minimal profits hence the directors have not recommended any dividend.

3. BOARD OF DIRECTORS:

The Composition of the Board during the year was as per the provisions of Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the Companies Act, 2013.

During the year Pursuant to Section 152 of the Companies Act, 2013 Mr. Abhishek Pathak, Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Board has recommended his re-appointment.

None of the Directors are disqualified for appointment/ re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditors'' Report.

As required under Regulation 36(3) of the Listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appointment has been given in the notice of Annual General Meeting.

4. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:

Mr. Sandeep Kumar Sahu, Mrs. Rekha Agarwal and Mrs. Khushboo Vasudev, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in sub-section (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the SEBI (LODR) Regulations, 2015 and the same have been noted by the Board. All the Independent Directors are also registered with the databank maintained by the IICA as per the requirement of the Companies Act, 2013.

5. FORMAL ANNUAL EVALUATION:

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the guidance note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-on-one meetings with the IDs and the Chairman of the NRC had one-on-one meetings with the Executive Directors.

In a separate meeting of IDs, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company were evaluated, taking into account the views of the executive director and NEDs.

The NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and the Board as a whole.

In the Board meeting that followed the meeting of the IDs and meeting of the NRC, the performance of the Board, its committees and individual Directors was also discussed.

The evaluation process endorsed the Board''s confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the board.

6. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION:

The policies of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is available on the website on this link: www.ainvest.co.in

The policy of the Company on directors'' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

7. TRAINING OF INDEPENDENT DIRECTORS:

Every new independent director of the Board attended an orientation program to familiarize the new inductees with the strategy, operations and functions of our company, the executive directors / senior managerial personnel make presentations to the inductees about the company''s strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

The Company has organized the following workshops for the benefit of Directors and Independent Directors:

(a) a program on how to review, verify and study the financial reports;

(b) a program on Corporate Governance;

(c) provisions under the Companies Act, 2013; and

(d) SEBI Insider Trading Regulation, 2015.

Further, at the time of appointment of an independent director, the company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

8. CORPORATE GOVERNANCE:

As per the directions of SEBI and the Bombay Stock Exchange Limited, accordingly the company has been adhering to the directions and guidelines as required. The report on the Code of Corporate Governance is annexed separately in this annual report.

9. DIRECTORS:

• The Board & KMP of the Company during the financial year was as follows:

Sr. No.	Directors	Designation	Date of Appointment	Date of Resignation
1.	Mr. Kumar Mangat Pathak	Managing Director	31-12-2018	NA
2.	Mr. Abhishek Pathak	Executive Director	31-12-2018	NA
3.	Mr. Sanjeev Joshi	Executive Director	05-07-2022	NA
4.	Mrs. Khushboo Vasudev	Non-Executive Independent Director	05-04-2019	NA
5.	Mr. Sandeep Kumar Sahu	Non-Executive Independent Director	29-12-2021	NA
6.	Mrs. Rekha Agarwal	Non-Executive Independent Director	29-12-2021	NA
7.	Mr. Ravindra Appa Auti	Chief Financial Officer (CFO)	31-12-2018	NA
8.	Mr. Kapil Purohit	Company Secretary (CS)	05-07-2021	NA

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Seven (7) meetings of the Board of Directors were held during the financial year 2022-2023. The details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. These were held on the following dates are as 08^th April, 2022, 31^st May, 2022, 05^th September, 2022, 13^th August, 2022, 03^rd September, 2022, 15^th November, 2022, 14^th February, 2023.

11. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following statutory Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee, and

• Stakeholders Relationship Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the Report on Corporate Governance, which forms a part of this Annual Report.

The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the Company has adopted a Code of Conduct for its Non-Executive Directors which includes Code of Conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.

12. BOARD EVALUATION:

Reg. 17 of SEBI (LODR) Regulations, 2015 of mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors.

Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

13. MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors and Committees were conducted in accordance with the provisions of the Act and the Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The above criteria are broadly based on the guidance note on board evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

The Chairman of the Board had one-to-one meetings with the IDs and the Chairman of the NRC had one-to-one meetings with the Executive and Non-Executive, Non-Independent Directors.

In a separate meeting of IDs, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of the Executive Director and NEDs.

The NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. and the Board as a whole.

In the Board meeting that followed the meeting of the IDs and meeting of the NRC, the performance of the Board, its committees and individual Directors was also discussed.

The evaluation process endorsed the Board''s confidence in the ethics standards of the Company, cohesiveness amongst the Board members, flexibility of the Board and management in navigating the various challenges faced from time to time and openness of the management in sharing strategic information with the Board.

14. CHANGE IN DIRECTORS AND KMP DURING THE YEAR:

During the year under review, there is following changes took place in Board of Directors and KMP of the Company:

Sr. No.	Name of Directors & KMP	Designation	Appointment	Resignation
1	Mr. Sanjeev Joshi	Executive Director	05th July, 2022	NA

Mr. Sanjeev Joshi (DIN: 01131895) was appointed as the Additional Director in the category of Executive Director of the company w.e.f 5^th July, 2022 and the Board of Director has proposed his confirmation from Additional Director to Executive Director in the 42^nd Annual General Meeting of the company was held on 30^th September, 2022.

15. DISCLOSURE BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and specified under Regulation 16(1) (b) of the LODR Regulation, 2015 in respect of their position as an "Independent Director" of Company.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms that all the Independent Directors have given declarations and further confirms that they meet the criteria of Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

16. INDEPENDENT DIRECTORS DECLARATIONS:

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

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or Associate

company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives —

• holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

• is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

17. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

18. RESERVES:

The Directors have not proposed to transfer any amount to Reserves during the year.

19. BRIEF DESCRIPTION OF THE COMPANY''S WORKING DURING THE YEAR/STATE OF COMPANY''S AFFAIR:

Panorama Studios International Limited is a leading Company in the Media & Entertainment Industry, engaged in the business of Production and Distribution of films. The Company is producer of Bollywood films in the country.

20. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company does not change the nature of business of company as the company engaged in the business of Entertainment, Film Distribution, Media and Film Production business during the financial year with the alteration in the main object of the company memorandum of association.

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

No material changes and commitments which can affect the financial position of the company occurred between the end of the financial year of the company and the date of this report.

Internal financial control and its adequacy.

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosures.

22. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The company has two subsidiary companies (Panorama Studios Private Limited and Panorama Music Private Limited) and two Limited Liability Partnership (LLP). Panorama Studios Private Limited is the material subsidiary of Panorama Studios International Limited hold»g2w .©fflSlU March, 2019 as its transactions during the year were

exceeds 10% of the consolidated net worth of Panorama Studios International Limited in immediately preceding accounting year.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the subsidiary companies in Form AOC-1 in this Board''s Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the Company, consolidated financial statements together with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2.

24. DEPOSITS:

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the Balance Sheet.

25. STATUTORY AUDITORS:

The Company''s Statutory Auditor''s M/s. S. S. Rathi & Co., Chartered Accountants (Firm Registration No.: 0108726W) who was appointed as the Statutory Auditors of the company in terms of Section 139 of the Companies Act, 2013 from the conclusion of 39^th AGM till the conclusion of the 44^th Annual General Meeting to be held in the year 2024. The Auditors has audited the financials of the company for the financial year 2022-23.

Your standalone and the consolidated financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers.

The Statutory Auditors of the Company have not reported any fraud to the Audit Committee of Directors as specified under section 143(12) of the Act, during the year under review.

The Statutory Auditors were present in the last AGM.

26. SECRETARIAL AUDIT REPORT:

Nitesh Chaudhary & Associates, Practicing Company Secretary (Mem. No. F-10010; COP-16275), was appointed as Secretarial Auditor of your Company to conduct a Secretarial Audit of records and documents of the Company for F.Y. 2023. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

The Secretarial Audit Report contain two observation remarks as follows:

1. Non-compliance under Regulation 33 of SEBI (LODR) Regulations 2015, for submission of Audited Results for the quarter and year ended 31.03.2022 for which BSE Ltd. (Stock Exchange) has imposed Penalty of Rs. 5900/- including GST on the Company.

2. Non-compliance under Regulation 33 of SEBI (LODR) Regulations 2015, for submission of Audited Results for the half year ended 30.09.2023 for which BSE Ltd. (Stock Exchange) has imposed Penalty of Rs. 5900/- including GST on the Company.

Management Clarification on the Secretarial Auditors Observations: The management has verified and confirmed with the Account and compliance department about this delay in submission of financial results with BSE Limited under Regulation 33 of SEBI (LODR) Regulations 2015, the Account and compliance department has informed for Audited Financial as on 31.03.2023 some account confirmations were received by company very late therefore the result submission was filed delayed by one day, and at the time of submission of half year ended 30.09.2023financial result on BSE Portal there was some technical log-in issue therefore the results were filed next day.

As per the requirements of Listing Regulations, Practicing Company Secretaries of the material unlisted subsidiaries of the Company have undertaken secretarial audits of subsidiaries for F.Y. 2023. The Secretarial Audit

Reports of such subsidiaries confirms that they have complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non-compliances.

The Secretarial Audit Reports of the unlisted material subsidiaries viz. Panorama Studios Private Limited have been annexed to this Report.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

27. INTERNAL AUDITOR:

M/s Arvind Baid & Associates, Chartered Accountants, who was appointed as an Internal Auditor of the Company from the financial year 2021-22 to upto 2023-24 has submitted a report based on the internal audit conducted during the year under review.

28. COST AUDITORS:

Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost Auditor and cost accounts and records are not required to maintain by the company.

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

29. GOODS AND SERVICE TAX:

The Goods and Services tax (GST) is a significant reform in the tax structure of the country in the national market for goods and services and is expected to have a favourable impact on the economy in spite of the implementation challenges, the company has registered itself in Goods and Services tax (GST).

30. CHANGE IN THE SHARE CAPITAL:

During the year under review, there were no changes observed in the Authorized Share Capital of the Company. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

31. SWEAT EQUITY, BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:

The company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.

32. MAJOR EVENTS AND CHANGES DURING THE YEAR:

During the year under review, major events occurred during the F.Y. 2022-2023 as under:

During the period under review, the company has subscribed 12,75,000 Equity Shares at price of Rs. 10/ - each of Panorama Music Private Limited on Private Placement basis. However, Panorama Studios International Limited holding total 15,30,000 equity shares (2,55,000 equity shares previously subscribed) i.e. 51% holding of Panorama Music Private Limited and Panorama Music private Limited become subsidiary of Panorama Studios International Limited.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company.

34. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As the company does not have net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any financial year, the disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is not applicable.

However, the Subsidiary Company Panorama Studios Private Limited fall under the provision of Section 135 of the Companies Act, 2013 with profit of more than 5 cores. The Subsidiary Company of the Company has its own CSR policy and Committee to regulate the activities under the Corporate Social Responsibility and has paid Rs. 6,00,000/-(Rupees Six Lakh Only) to RVG Educational Foundation (Formally known as Rajasthan Vidyarthi Griha), at 57, Lallubhai Shamaldas Marg, Andheri (W), Mumbai 400 058 as a CSR expenditure on receipt dated 30^th August, 2022.

Therefore, your company has not framed any policy and any expenditure on the CSR. The Board regular monitor and assure that the subsidiary company Panorama Studios Private Limited do comply the provisions under Section 135 for spending at least 2% of the average net profit as a CSR expenditure.

35. ORDER OF COURT:

The company is not subject to any legal proceedings and claims which will have a material or adverse effect on the going concern status or company''s operations or financial conditions.

36. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

No such cases were filed during the financial year 2022-23 under sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013. In addition of the above the company has constituted "Internal Complaints Committee" as per Section 4 of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013.

A. Number of complaint filed during the financial year 2022-23: NIL

B. Number of complaint disposed during the financial year 2022-23: NIL

C. Number of complaint pending as on end of the financial year 2022-23: NIL

37. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the members of the board and all employees in the course of day to day business operations of the company. The company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the board has laid down the directives to counter such acts. The code has been posted on the company''s website www.ainvst.co.in

The code lays down the standard procedure of business conduct which is expected to be followed by the directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The code gives guidance through examples on the expected behaviour from an employee in a given situation and the reporting structure.

All the board members and the senior management personnel have confirmed compliance with the code. All Management Staff were given appropriate training in this regard.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, guarantees or investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The company has material individual transactions with its related parties which are covered under section 188 of the Companies Act, 2013, which are not in the ordinary course of business and not undertaken on an arm''s length basis during the financial year 2022-23.

The details of related parties have disclosed in the point no. 33 of notes to accounts of consolidated financial result of the company in which the full disclosure rpitg mme$f ofyplated party has provided.

40. MANAGERIAL REMUNERATION:

The company has paid managing remuneration to the managing director, executive director and KMP the same has been disclosed in the notes to the account of financial result.

Payment made to the directors and management is as per the prescribed & permissible limit given in the Companies Act, 2013 and rules thereon.

41. CORPORATE GOVERNANCE CERTIFICATE AND MANAGEMENT DISCUSSION & ANALYSIS:

The Corporate Governance certificate from the auditor regarding compliance of conditions of corporate governance as stipulated by SEBI (LODR) Regulations, 2015 has been annexed with the report.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015, report on the Corporate Governance, along with a certificate from the Statutory Auditors of the Company on compliance with the provisions is annexed and forms part of the Annual Report.

42. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on board meeting and general meeting.

43. RISK MANAGEMENT POLICY:

The Board of Directors of the company are of the view that currently no significant risk factors are present which may threaten the existence of the company.

During the year, your directors have an adequate risk management policy in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company''s management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).

44. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In terms of Reg. 25(7) of the SEBI (LODR) Regulations, 2015 the company is required to conduct the familiarisation programme for independent directors (IDs) to familiarise them about their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company, etc., through various initiatives.

45. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

The Company has a Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of establishment of such mechanism have been disclosed on the website.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company''s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chief Ethics Counsellor / Chairman of the Audit Committee of Directors of the Company for Redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

46. EXTRACT OF ANNUAL RETURNS:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return is annexed as Annexure -III and also available on company website in form of MGT 7 (www.ainvest.co.in)

47. DIRECTORS'' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls (IFCs) and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of IFCs over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the Audit Committee of Directors, the Board is of the opinion that the Company''s IFCs were adequate and effective during FY23.

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(A) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(B) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(C) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(D) the directors have prepared the annual accounts on a going concern basis;

(E) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

(F) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

48. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are as under.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-2023, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-2023. Attached as Annexure V.

49. CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.

50. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the directors and designated employees of the company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the company and during the period when the Trading Window is closed. The Board is responsible for the implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

51. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceeding pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

52. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has no one-time settlement of Loans taken from Banks and Financial Institutions.

53. ACKNOWLEDGEMENTS:

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.

Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is.