Shemaroo Entertainment Ltd

Dear Members,

Your Directors' take pleasure in submitting 18th Annual Report on the business and operations of your Company together with the Audited Financial Accounts for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

(Rs in Lakhs)

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

During the year under review, Standalone Revenue from Operations & Other Income has increased to Rs. 53,824 Lakhs as against Rs. 36,989 Lakhs in the previous year and Consolidated Revenue from Operations & Other Income has increased to Rs. 56,003 Lakhs as compared to Rs. 38,326 Lakhs in the previous year. Your Company had a standalone Net profit after tax of Rs. 728 Lakhs as compared to Net profit after tax of Rs. 645 Lakhs in the previous financial year and a consolidated Net Profit after tax of Rs. 936 Lakhs as compared to Net profit after tax of Rs. 527 Lakhs in the previous financial year. There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and upto the date of this Report.

3. SUBSIDIARIESANDASSOCIATECOMPANIES

During the year under review, the Company has 4 subsidiaries. There has been no change in nature of business of the subsidiaries / associate.

Pursuant to Section 129(3) of the Act, a statement in Form AOC- 1 containing salient features of financial positions of the subsidiaries / associate company is provided as ‘Annexure A' in this Report.

Further, pursuant to the provisions of Section 136 of the Act, financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available at Company's website www.shemarooent.com under Investors section.

During the year ended March 31, 2023, the Company does not have any material subsidiary companies as defined in the SEBI Listing Regulations. The Policy for determining Material Subsidiaries of the Company is available on the Company website at www.shemarooent.com under Investors section.

4. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is presented in a separate section, which forms part of this Report.

5. DIVIDEND

With a view to conserve the resources, your Directors have not recommended any dividend for the year ended March 31, 2023.

6. TRANSFER TO RESERVE

The Company does not propose to transfer any amount to General Reserve.

7. PUBLIC DEPOSITS

During the Financial Year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

8. ANNUAL RETURN

Pursuant to provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return in Form MGT 9 will be available on the website of the Company at General Meeting Corner https://www.shemarooent. com/investors/

9. EMPLOYEES STOCK OPTION

The Company had launched UDAAN - an Employees Stock Option Scheme in 2021 to reward employees based on their long-term association, performance and to further motivate them to contribute towards growth and profitability of the Company.

A Certificate from Secretarial Auditor on implementation of the scheme in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or re-enactment(s) thereof) is given as ‘Annexure B' to this report. In accordance with the Employees Stock Option Scheme of the Company;

No employees were issued stock options during the year equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

10. PARTICULARSOFLOANS,GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees given and investments made during the year as required under Section 186 and any other provisions of the Act and Schedule V of the SEBI Listing Regulations are provided in Notes 5b and 8d of the Standalone Financial Statements.

11. CREDIT RATING

During the year under review, CARE Ratings confirmed and continued their rating of "CARE BBB; Outlook: Stable", for Long Term Bank Facilities of Rs. 221 Crores.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

During the year under review, there were no significant or material orders passed by Regulators / Courts / Tribunals against the Company impacting its going concern status and operations in future.

13. DIRECTORS RESPONSIBILITY STATEMENT

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

1. in preparation of Annual Accounts for the year ended March 31, 2023, applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. 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 financial year ended March 31, 2023 and of the profit of the Company for that period;

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

4. Annual Accounts for the year ended March 31, 2023 have been prepared on a going concern basis; 5. proper internal financial controls to be followed by the Company has been laid down and that such internal controls are adequate and were operating effectively; and 6. proper systems to ensure compliance with the provisions of all applicable laws has been devised and that such systems were adequate and operating effectively.

a. Directors

Mr. Sashidhar Sinha, Independent Director on the Board resigned w.e.f. December 23, 2022 owing to time his constraints. The Board places on record its sincere appreciation for valuable contributions made by Mr. Sinha during his tenure.

Mr. Sunil Kumar Bansal was appointed as an Independent Director by the Board of Directors on January 19, 2023 which was regularised by Shareholders via Postal Ballot on March 28, 2023. Mr. Raman Maroo (DIN: 00169152), Executive Director is liable to retire by rotation at the 18th Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Further, in opinion of the Board, all Independent Directors possess integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil all the conditions of independence as specified in the Act and SEBI Listing Regulations.

b. Key Managerial Personnel

Mr. Hiren Gada, ceased to be the Chief Financial Officer of the Company w.e.f. May 10, 2022 and

Mr. Amit Haria was appointed as the Chief Financial Officer w.e.f. May 10, 2022.

Mr. Dipesh Gosar resigned as the Company Secretary & Compliance Officer w.e.f. October 31, 2022.

Ms. Hetal Vichhi was appointed as the Company Secretary & Compliance Officer w.e.f. January 09, 2023.

Pursuant to Section 203 of Companies Act, 2013; Key Managerial Personnel of the Company as on March 31, 2023 are:

c. Meetings of Board of Directors:

During the year under review, the Board met 4 (four) times. Details of the Board meetings and attendance of the Directors is provided in the Corporate Governance Report, which forms part of this report.

d. Audit Committee

The Audit Committee comprises of four members. The Chairman of the Committee is an Independent Director. The Committee met 4(four) times during the year. Details pertaining to composition of Audit Committee and terms of reference are included in the Corporate Governance Report, which forms part of this Report.

e. Performance Evaluation of the Board

As per provision of the Act and Regulation 17 of SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, was carried out internally. The performance evaluation of Chairman was carried out by Independent Directors in their separate meeting without the attendance of the Executive Directors.

Feedback was sought by way of a structured questionnaire, based on criteria approved by the Nomination and Remuneration Committee, for evaluation of performance of Board, Committees of Board and Individual Directors. The outcome of evaluation was shared with the Nomination and Remuneration Committee, Board and the Directors expressed their satisfaction with the evaluation process.

f. Familiarisation Programme of Independent Directors

The Company undertook familiarization programme for familiarizing Director's with the Company's operations and other relevant information, which would enable them to take well informed decisions to discharge the responsibilities and functions conferred on them. Details of familiarization programme imparted are placed on Company's website at www.shemarooent.com under Investors section.

g. Policy on Appointment and Remuneration

In accordance with provisions of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Nomination & Remuneration of Directors and Senior Management Employees on recommendation of the Nomination & Remuneration Committee. The main objective of the said policy is to identify individuals for appointment on the Board and at senior management level of the Company, designation and composition of remuneration is reasonable and sufficient to attract, retain and motivate. Details of the said Policy is given in the Corporate Governance Report.

15. AUDITORS AND AUDITORS REPORT

a. Statutory Auditors

M/s Mukund M. Chitale & Co., Chartered Accountants, (ICAI Firm Registration Number 106655W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from conclusion of 16th Annual General Meeting held in the year 2021, till conclusion of 21st Annual General Meeting to be held in the calendar year 2026.

The Report given by the Auditors on the financial statements of the Company is part of Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by Auditors in their Report. Further, Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

b. Secretarial Auditors

The Company has appointed M/s. Manish Ghia & Associates, Practicing Company Secretary to undertake Secretarial Audit of the Company. The Secretarial Audit Report is given as an ‘Annexure C' to this report.

The Secretarial Compliance Report for the financial year ended March 31, 2023, in relation to compliance of all applicable SEBI Regulations/ circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of Listing Regulations, was submitted to Stock Exchange(s). There are no qualifications, reservations, or adverse remarks in the Secretarial Audit and Secretarial Compliance Report issued by them for the financial year 2022-23.

16. RELATED PARTY CONTRACTS OR ARRANGEMENTS

All Related Party Transactions executed in financial year 2022-23 were on arms' length basis and in the ordinary course of business. All related party transactions are placed before the Audit Committee for their prior approval and details of the related party transactions undertaken during a particular quarter are placed at the meeting of the Audit Committee held in the succeeding quarter.

During the year, there were no related party transactions which were materially significant and that could have a potential conflict with the interests of the Company at large. Accordingly, there are no transactions that are required to be reported in Form AOC 2. All related party transactions are mentioned in notes to the accounts. The policy on Related Party Transactions as approved by the Board is placed on the Company's website at www.shemarooent.com under Investors section.

17. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company's Internal Control Systems are commensurate with nature of its business, size, scale and complexity of its operations. Internal auditing, of the Company, involves utilisation of a systematic methodology for analysing business processes or organisational problems and recommending solutions to add value and improve the processes. The audit approach verifies compliance with regulatory, operational and system related procedures and controls. It includes control processes both on manual and IT applications including application wherein the transactions are approved and recorded. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls. The Company has appointed M/s. VVMP & Co., Chartered Accountants as the Internal Auditors of the Company. Internal Auditors formulates the audit plan, scope, functioning and methodology, which are reviewed every year, in a manner that they cover all areas of operations. The Audit Committee periodically deliberates on operations of the Company with the

Members of the Management. Reports of the internal auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

18. RISK MANAGEMENT

The Company has in place a Risk Management Policy, pursuant to provisions of Section 134 of the Act and Regulation 17 of SEBI Listing Regulations. The Company has a robust organisational structure for managing and reporting on risks.

The Senior management periodically reviews the risk management framework to keep updated and address emerging challenges. Risk assessment and management procedures and status are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

In terms of Regulation 21 of SEBI Listing Regulations, the Constitution of Risk Management Committee was not applicable during the financial year 2022-2023.

19. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Act and SEBI Listing Regulations is implemented through the Company's Whistle Blower Policy provides formal vigil mechanism to the Directors and employees to report their concerns about unethical behaviour, actual / suspected fraud or wrongful conduct within the Company. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Your Company hereby confirms that no complaints were received during the year under review.

The details of the Whistle Blower Policy are available on the website of the Company at www.shemarooent.com under Investors section.

20. TRANSFER OF UNCLAIMED DIVIDEND / UNPAID SHARES/ SHARE APPLICATION MONEY DUE FOR REFUND TO IEPF

Pursuant to applicable provisions of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account created by IEPF Authority.

Shareholders who have not claimed their dividend warrants or share application money due for refund are requested to immediately send their request for issue of duplicate warrants.

The details of unclaimed dividend as on March 31, 2023 are as follows:

Pursuant to section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, (‘the Rules'), the Company has remitted unclaimed Dividend of Rs. 8,488/- being amount remaining unpaid relating to the financial year 2014-15 to ‘Investor Education and Protection Fund (IEPF) Authority established by the Central Government. The Company has placed on its website www.shemarooent.com information on dividends and application money which remain unclaimed with the Company. The information is also available on website of Ministry of Corporate Affairs i.e. www.mca.gov.in.

21. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year under review, the Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

22. SHARE CAPITAL

As on March 31, 2023, authorized share capital of the Company was Rs. 60,00,00,000/- (Sixty crores) and issued and paid-up equity share capital as at March 31, 2023, was Rs. 27,18,22,390 comprising of 2,71,82,239 equity shares of Rs. 10 each.

23. CORPORATE GOVERNANCE

The Company has complied with corporate governance requirements as stipulated under SEBI Listing Regulations. The Report on Corporate Governance, alongwith Certificate from Auditors of the Company confirming compliance with conditions of Corporate Governance, as stipulated under SEBI Listing Regulations is annexed as Annexure ‘D' and forms part of this Report.

24.COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

25. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information relating to Conservation of Energy and Technology Absorption required under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules, 2014 is not applicable to the Company due to the very nature of the industry in which it operates. However, we endeavour to support the environment by adopting environment friendly practices in our office premises.

In view of the nature of activities which are being carried on by the Company, information in connection with technology absorption is Nil.

Particulars regarding foreign exchange earnings and outgo during the year are given in Note 28.2 of Standalone Financial Statements forming part of this Report.

26. HUMAN RESOURCES

At Shemaroo, we believe that our employees are valuable resources working to drive the organization's growth. The strategic alignment of Human Resource department to our business priorities is therefore critical. The Company takes pride in commitment, competence, and dedication of its employees in all areas of the business. Attracting, developing, and retaining the right talent will continue to be a key strategic imperative, and the organization continues to maintain a steady focus towards that.

Your Company has well laid down, objective and transparent processes for Recruitment, Selection, Performance Management and Talent Management. To maintain its competitive edge in a highly dynamic industry, it recognizes the importance of having a workforce which is consumer-focused, performance-driven, and future-capable. The Company is committed to nurturing, enhancing, and retaining its top talent through superior learning and organizational development, and by shaping a performance culture that brings out the best in our people.

The total employee strength at the end of financial year 2022-23 is 593.

PARTICULARS OF EMPLOYEES

Disclosure with respect to remuneration as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure ‘E' to the Board's Report.

The information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report. However, as per Section 136(1) of the Act, the Annual Report and Financial Statements are being sent to the shareholders of the Company excluding the aforesaid information. The said information is available for inspection by shareholders at the Registered Office of the Company during working hours for a period of 21 days before the ensuing Annual General Meeting and shall be made available to any shareholder on request.

28. SEXUAL HARASSMENT

The Company has in place, policy for prevention of sexual harassment at workplaces in line with the requirements of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder and conducted sessions for employees across the organization to sensitise employees and build awareness on Prevention of Sexual Harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. During the year under review, no complaints were received regarding sexual harassment.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The role of the Committee is to review CSR Policy, indicate activities to be undertaken by the Company towards CSR and formulate a transparent monitoring mechanism to ensure implementation of projects and activities undertaken by the Company towards CSR.

A brief outline of the CSR Policy of the Company, CSR initiatives undertaken during the financial year 2022-23 together with progress thereon and report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in

Annexure ‘F' to this Report.

The CSR policy is available on our website at www.shemarooent.com under Investors section.

30. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute ‘forward looking statements' within the meaning of applicable laws and regulations. Although expectations are based on reasonable assumptions, actual results might differ substantially or materially from those expressed or implied. Important developments that could affect the Company's operations including but not limited to changes in exchange rate fluctuations, tax laws, litigation, labour relations, interest costs, political and economic environment.

31. ACKNOWLEDGEMENT

As Shemaroo steps into a new era, the Company is geared towards tapping into endless possibilities, business opportunities and new avenues; thereby continuing to create the magic of entertainment. In the process, the Company strongly believes it will contribute to the progress of all its stakeholders by delivering long term and sustainable business growth that creates value for one and all. Your Directors take this opportunity to express their sincere appreciation for the support and co-operation extended by shareholders, customers, bankers, financial institutions, government authorities and other business associates.

The Board also gratefully acknowledges for the exemplary contribution made by the employees of the Company at all levels for achieving business goals. Their dedicated efforts and enthusiasm have been pivotal to enable the Company to navigate this period with confidence. The Board of Directors would also like to thank all stakeholders for their continued confidence and trust placed by them with the Company. We look forward to continued support of all these partners in progress.