Baweja Studios Ltd

Dear Stakeholders,

Your Director's are pleased to present their 23^rd Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended March 31, 2024.

1. FINANCIAL RESULTS:

The Financial highlights for the year ended March 31, 2024 are summarized below:

2. BUSINESS OVERVIEW

During the year under review, the Company recorded a total income of Rs. 6,51,328.06 (in Thousands) as compared to Rs. 7,62,830.50 (in Thousands) in previous year registering decrease of 14.62%.

The Company has earned a profit for the year of Rs. 82,226.58 (in Thousands) as compared to profit of Rs. 79,691.15 (in Thousands) during the previous year, registering increase of 3.18%.

3. REVIEW OF BUSINESS OPERATIONS, STATE OF COMPANY'S AFFAIRS AND FUTURE PROSPECTS:

The Company operates in business of producing, buying, selling, trading, importing, exporting, exploiting, conducting, managing, developing, exhibiting sponsoring presenting feature films, video films, television films, advertising firms, documentary films, cartoon films, animation films, animation films, television and interest software's, cable television, satellite radio programs, other entertainment events, shows concerts, dramas, plays also running studios, set theatres, entertainment parks, concerts halls.

4. CHANGE IN NATURE OF BUSINESS

During the financial year under review, there was no changes in the nature of its business.

5. SHARE CAPITAL

As at March 31, 2024, the Authorized Share Capital of the Company is Rs. 20,00,00,000/- divided into 2,00,00,000 Equity Shares of Rs.10/- each.

The paid-up Equity Share Capital as on 31^st March, 2024 is Rs. 18,42,70,010 divided into 1,84,27,001 equity shares of Rs.10/- each.

6. INITIAL PUBLIC OFFER (IPO) & LISTING OF SHARES ON NSE SME EMERGE PLATFORM

The Company vide Prospectus dated February 01, 2024 issued its securities via Initial Public Offering and on February 06, 2024 the Company's Securities were listed on NSE SME (Emerge) Platform.

The company made an Initial Public Offering (IPO) of 54,00,000 Equity Shares of Rs. 10 each vide Prospectus dated August 01, 2016, for cash @ price of Rs. 180 per equity share by way of fresh issue of 40,00,000 of Equity Shares of Rs. 10 each and an Offer for Sale by selling shareholders of 14,00,000 of Equity Shares of Rs. 10 each;

Pursuant to the IPO as aforesaid, 1,84,27,001 equity shares of 10/- each of the company were listed at NSE SME (Emerge) Platform.

The public issue was subscribed 4.20 times in the retail category, 2.17 times in QIB category and 1.08 times in the NII category.

7. DIVIDEND

Due to conservation of resources for future expansion your Director's have not recommended any dividend on the Equity Shares for the financial year under review. Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), top one thousand listed entities based on market capitalization shall formulate a dividend distribution policy. The Company is outside the purview of top one thousand listed entities. In view of this formulation of a dividend distribution policy is not applicable to the Company.

8. TRANSFER TO RESERVES

During the year under review the Board of Directors of your Company has decided not to transfer any amount to reserves.

9. STATEMENT OF DEVIATION AND VARIATION OF ISSUE PROCEEDS UNDER REGULATION 32 OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

There were no deviation or variation on utilization of proceeds of Initial Public Offer (IPO) from the purpose and objects stated in the Prospectus dated February 01, 2024.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors and Key Managerial Personnel of the Company as on the date of this report are as under:

Changes in the Board of Director and Key Managerial Personnel of the Company during the year and till the date of this report are as under:

Mr. Harjaspal Singh Baweja (DIN: 02663271) has resigned as an Additional Director of the Company w.e.f. April 10, 2023 due to personal reasons.

Ms. Amreetaa Roy Panneriy (DIN: 08372470) was appointed as an Additional Independent Director w.e.f. March 14, 2023 pursuant to Section 149, 152 and 161 of Companies Act, 2013 for a period of 5 years and whose office shall not be liable to retire by rotation. The appointment of Ms. Amreetaa Roy Panneriy was regularised as Independent Director by the members of the Company at the Extra Ordinary General Meeting held on April 03, 2023.

Mr. Yatin Gupta (DIN: 02807063) was appointed as an Additional Independent Director w.e.f. March 14, 2023 pursuant to Section 149, 152 and 161 of Companies Act, 2013 for a period of 5 years and whose office shall not be liable to retire by rotation. The appointment of Mr. Yatin Gupta was regularised as Independent Director by the members of the Company at the Extra Ordinary General Meeting held on April 03, 2023.

Mr. Anil Rustgi (DIN: 01636964) was appointed as an Additional Independent Director w.e.f. March 24, 2023 pursuant to Section 149, 152 and 161 of Companies Act, 2013 for a period of 5 years and whose office shall not be liable to retire by rotation. The appointment of Mr. Anil Rustgi was regularised as Independent Director by the members of the Company at the Extra Ordinary General Meeting held on April 03, 2023.

Mr. Amar Raut resigned as a CFO of the Company w.e.f. May 31, 2024.

Mr. Nikunj Shyamsunder Bagdi was appointed as a CFO of the Company w.e.f. June 01, 2024.

The NRC identifies and ascertains the integrity, professional qualification, areas of expertise and experience of the person, who is proposed to be appointed as a director and appropriate recommendation is made to the Board with respect to his / her appointment to maintain balance, ensure effective functioning of the Board and ensure orderly succession planning. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise and hold highest standards of integrity.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

11. RETIREMENT BY ROTATION

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Ms. Rowena Baweja (DIN 09350144) is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

12. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in "Annexure C".

13. BOARD & COMMITTEE MEETINGS

a) Board Meeting and Attendance:

During the financial year 2023-24, total Nineteen (19) Board Meetings were held on April 01, 2023, April 10, 2023, June 01, 2023, June 15, 2023, June 16, 2023, June 22, 2023, September 15, 2023, September 27, 2023, October 27, 2023, November 29, 2023, December 06, 2023, December 15, 2023, January 01, 2024, January 15, 2024, January 25, 2024, February 01, 2024, February 02, 2024, February 05, 2024 and March 15, 2024 and the gap between two Board Meetings did not exceeds limit as required under the Companies Act, 2013 & Circulars made thereunder.

Details of attendance at the Board Meeting of each Director are as follows:

* Mr. Harjaspal Singh Baweja has resigned w.e.f. April 10, 2023.

b) Audit Committee Meeting and Attendance

During the Financial Year 2023-24, total Seven (7) Audit Committee Meetings were held on April 01, 2023, April 10, 2023, June 16, 2023, June 22, 2023, December 15, 2023, January 01, 2024 and January 15, 2024.

The Board has well-qualified Audit Committee with majority of Independent Directors including

Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee as on March 31, 2024 are as follows:

Chairman: Mr. Anil Rustgi

MEMBERS: Mr. Harman Harjaspalsingh Baweja and Mrs. Amreetaa Roy Panneriy The attendance at the Meeting is as under:

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

c) Nomination & Remuneration Committee Meeting and Attendance

During the Financial Year 2023-24, Two (2) Nomination & Remuneration Committee Meeting was held on April 01, 2023 and April 10, 2023.

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Nomination & Remuneration Committee are as on March 31, 2024 as follows:

Chairman: Mr. Yatin Gupta

members: Ms. Rowena Baweja and Mr. Anil Rustgi

The attendance at the Meeting is as under:

The Company Secretary of the Company act as Secretary of the Committee.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

d) Stakeholders Relationship Committee:

During the Financial Year 2023-24, One (1) Stakeholders Relationship Committee Meeting was held on June 16, 2023.

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Stakeholders Relationship Committee are as on March 31, 2024 as follows:

Chairperson: Ms. Rowena Baweja MEMBERS: Mr. Anil Rustgi and Mr. Yatin Gupta

The attendance at the Meeting is as under:

The Company Secretary of the Company acts as Secretary of the Committee.

e) independent Directors Meeting:

During the Financial Year 2023-24, One (1) Independent Committee Meeting was held on November 06, 2023.

The attendance at the Meeting is as under:

14. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The Board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent

Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate Meeting.

The Directors expressed their satisfaction with the evaluation process.

15. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy 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 is available on Company's website at https://www.bawejastudios.com.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of SEBI Listing Obligations and Disclosure Requirements, 2015 is annexed herewith as "Annexure B".

18. AUDITORS

i) STATUTORY AUDITORS:

M/s. S S R C A & Co., Chartered Accountants (Firm Registration No. 108726W), were appointed as Auditors of the Company for a term of 5 (five) consecutive years i.e. up to AGM to be held in the year 2026, at the AGM held on November 30, 2021. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors' Report:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report. The Auditors have not reported any frauds.

ii) SECRETARIAL AUDITOR:

independence of a Director.

d) Stakeholders Relationship Committee:

During the Financial Year 2023-24, One (1) Stakeholders Relationship Committee Meeting was held on June 16, 2023.

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition of the Stakeholders Relationship Committee are as on March 31, 2024 as follows:

Chairperson: Ms. Rowena Baweja MEMBERS: Mr. Anil Rustgi and Mr. Yatin Gupta

The attendance at the Meeting is as under:

The Company Secretary of the Company acts as Secretary of the Committee.

e) independent Directors Meeting:

During the Financial Year 2023-24, One (1) Independent Committee Meeting was held on November 06, 2023.

The attendance at the Meeting is as under:

14. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The Board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent

Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate Meeting.

The Directors expressed their satisfaction with the evaluation process.

15. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy 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 is available on Company's website at https://www.bawejastudios.com.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of SEBI Listing Obligations and Disclosure Requirements, 2015 is annexed herewith as "Annexure B".

18. AUDITORS

i) STATUTORY AUDITORS:

M/s. S S R C A & Co., Chartered Accountants (Firm Registration No. 108726W), were appointed as Auditors of the Company for a term of 5 (five) consecutive years i.e. up to AGM to be held in the year 2026, at the AGM held on November 30, 2021. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors' Report:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their report. The Auditors have not reported any frauds.

ii) SECRETARIAL AUDITOR:

As per Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended, the Company has appointed M/s Shivhari Jalan & Co., Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial year 2023-24.

Secretarial Audit Report:

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2023-24 is given by M/s Shivhari Jalan & Co., practicing Company Secretary for auditing the Secretarial and related records is attached herewith as "Annexure A" to the Board's Report.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors, in their report.

iii) COST AUDITOR:

Appointment of cost auditors is not applicable to company.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

M/s. A N P M & Co. LLP, Mumbai is appointed as the Internal Auditors of the company for the Financial Year 2023-24.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

20. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Company's employees and the Company. The Vigil Mechanism/ Whistle Blower Policy is available on Company's website at https://www.bawejastudios.com.

21. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a Risk Management Policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary. Details of the Risk management Policy have been uploaded on the website of the Company.

22. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024 is available on the website of the Company at https://www.bawejastudios.com.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given and investments made as at 31.03.2024 have been disclosed in the financial statements. There are no guarantees given by the Company as at 31.03.2024.

24. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year ended March 31, 2024 with related parties as specified u/s 188 (1) of Companies Act, 2013 were in the ordinary course of business and on an arm's length basis. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is given in "Annexure D" which forms part of this report.

25. CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2023-2024.

26. GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of company's operations in future.

7. During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.

8. There are no details to be disclosed under Section 134(3)(ca) of the Companies Act, 2013 as there has been no such fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

9. During the year under review, there were no instance of one-time settlement with banks or financial institutions and hence the differences in valuation as enumerated under Rule 8(5)(xii) of Companies (Accounts) Rules, 2014, as amended, do not arise

10. During the Financial year no application has been made and no proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In terms of Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we report that, during the financial year 2023-24, no case has been reported under the said act.

28. (a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company has directed its efforts to reduce energy costs by way of optimum utilization of electricity in its day to day activities. Your Company adopts modern technology in its day to day activities with a view of optimization of energy and other natural resources.

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO

29. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure E" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available at the registered office of the Company.

30. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:-

(a) In the preparation of the Annual Accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and 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 as at 31^st March, 2024 and of the profit of the Company for the year ended on that date;

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

(d) The annual accounts for the year ended 31^st March, 2024 have been prepared on a going concern basis;

(e) Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization shall provide Business Responsibility and Sustainability Report. The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibility and Sustainability Report is not applicable.

32. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS:

Your Company has established well defined familiarization and induction program. Further, at the time of the appointment of an Independent Director, the Company issues a Letter of appointment outlining his / her role, function, duties and responsibilities.

33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

Y our Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is available on the website of the Company.

34. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable and not required by the Company.

35. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

As on March 31, 2024 there is no unpaid/ unclaimed Dividend and the shares to be transferred to the Investor Education & Protection Fund.

36. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES:

The Company has no subsidiary/Joint ventures/Associate Companies as per the provisions of Companies Act, 2013 as on March 31, 2024.

37. CONSOLIDATED FINANCIAL STATEMENT:

During the period, the company has incorporated a Subsidiary Company in USA - M/ s. Baweja Studios LLC, USA on December 26, 2023. Till date, the Company has neither invested any capital in the subsidiary nor has the subsidiary commenced business operations. Accordingly the company has not prepared Consolidated Financial Statements for the year ended 31^st March, 2024.

38. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to NSE Ltd where the Company's Shares are listed.

39. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

40. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of Companies Act, 2013.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no orders passed by any Regulator or Court during the year.

42. DISCLOSURE AS REQUIRED UNDER CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Company or the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company has not entered into agreements among themselves or with a third party, or solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

43. ACKNOWLEDGEMENT:

Your directors acknowledge with gratitude the support received by the Company from the Banks, Government Agencies/ organizations and employees of your Company.

Your directors also acknowledge with thanks the faith reposed by the Investors in the Company and look forward to their continued support for times to come.