The Members,

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:

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 www.info@ainvest.co.in.

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:

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 30th May, 2023, 14th August, 2023, 28th August, 2023, 28th October 2023, 14th November 2023, 05th December 2023, 18th December 2023, 28th December 2023, 14th February 2024 and 29th 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, Non-Independent 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:

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

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

"IndependentDirector" 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 long-term 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. 31st 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 39th AGM till the conclusion of the 44th 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.

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 non-compliances 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 31st March 2023 within the stipulated time frame, it was submitted on 31st May, 2023 instead of 30th 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

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.

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.

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:

Date of Allotment of Warrants into Equity Shares:

Objects for which funds have been raised and where there has been a deviation, in the following table

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 24th 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 non-promoters, 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 ("SEBI ICDR 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 Non-promoter categories.

31. 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.

A) Foreign Exchange Earning and Outgo.

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.

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.

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.

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.