Basilic Fly Studio Ltd Directors Report

Dear Members

The Board of Directors is pleased to present the 9th Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31st March, 2025.

This year marked another milestone in our journey — one defined by growth, resilience, and forward momentum. The report encapsulates our performance, strategic initiatives, and the collective efforts that have shaped the Companys progress over the past year, reinforcing our commitment to long-term value creation for all stakeholders.

FINANCIAL HIGHLIGHTS:

The Companys financial performance for the year ended 31st March, 2025 is summarized below:

(Rs. In Lakhs)

Particulars	STANDALONE		CONSOLIDATED
	2024-25	2023-24	2024-25	2023-24
Revenue from operations	7,354.67	10030.05	30409.44	10266.97
Other Income	183.48	288.47	198.10	311.60
Total Revenue	7538.15	10318.52	30607.55	10578.57
Employee Benefit Expenses	2207.07	2909.84	18940.76	2945.22
Other Direct Expenses	2494.09	2240.31	4997.57	2414.80
Finance Costs	214.66	49.40	405.38	52.30
Depreciation & Amortization Expenses	79.60	101.03	619.50	104.84
Other Expenses	0	0	0	0
Total Expenses	4995.42	5300.58	24963.22	5517.16
Profit Before Exceptional and Extraordinary Items and Tax	2514.23	5017.94	5644.33	5061.41
Exceptional Items	28.50	0	403.00	0
Profit Before Tax		5017.94	5241.33	5061.41
Current Tax	647.34	1325.47	640.73	1334.24
Deferred Tax	39.90	72.82	39.90	72.82
Profit/ Loss After Tax	1826.99	3619.65	4560.32	3653.84
Profit / Loss for period before Minority Interest from continuing operations	1826.99	3619.65	4560.32	3653.84
Minority Interest	0	0	816.76	2.10
Profit / Loss for period from continuing operations	1826.99	3619.65	3743.56	3651.74
Earning per Share (In Rs.) (Basic & Diluted)	7.86	17.69	16.11	17.85

COMPANY PERFORMANCE OVERVIEW:

Standalone :

During the fiscal year, Basilic Fly Studio Limited delivered a robust financial performance, underscoring our strategic agility and operational strength. On a standalone basis:

• Total Income degrowth to Rs 7538.15 lacs — a 26.9% year-on-year decline compared to Rs10,318.52 lacs in the previous year, due to strike impact across service lines.

• Total Expenditure stood at Rs4,995.42 lacs, reflecting a 5.76% decrease from Rs5,300.58 lacs, largely attributed to one off IT rentals and senior hires scaling operations and investing in talent and infrastructure to support our long-term growth.

• Net Profit decline to Rs1,826.99 lacs, impacted due to Industry tailwinds compared to the previous years Rs3,619.65 lacs — reinforcing the strength of our margin- focused execution and sustained value delivery.

Consolidated :

The fiscal year marked another chapter of strong consolidated performance and global momentum for Basilic Fly Studio Limited.

• On a consolidated basis, Total Income rose to Rs30,607.54 lacs — a robust 189.33% increase compared to Rs10,578.59 lacs in the previous year, reflecting sustained demand across geographies.

• Profit after Tax stood at Rs4,560.32 lacs, registering an impressive 24.8% growth over Rs3,653.83 lacs in the previous fiscal, underscoring efficient execution and disciplined financial management.

Our global footprint continues to strengthen, with subsidiaries in Vancouver and London playing an increasingly pivotal role. These international operations are expected to contribute significantly to both top-line and bottom-line growth in the coming years, fuelled by expanded service offerings and deepening client relationships in mature markets.

DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company is in the growth phase and is in the process of expanding its business activities. Considering the increased fund requirements for the expansion activities and to augment working capital requirements, your directors do not recommend any dividend for the financial year ended 31st March, 2025.

TRANSFER OF RESERVES

During the year the company has not transferred any amount to the General Reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend unclaimed and lying in the unpaid dividend account with the Company.

DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

The Company had received unsecured loans from Directors in earlier years, and the outstanding balance as on 31st March, 2025, stood at Rs2,33,80,265/-. The details of these loans have been disclosed in Note No. 3 - Long-term Borrowings of the Financial Statements.

Further, in compliance with the provisions of the Act and applicable rules, the relatives of the Directors from whom the amounts were received had furnished declarations in writing at the time of advancing the funds, confirming that the amounts were not provided from funds acquired by them through borrowing or by accepting loans or deposits from others.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the nature of the business of the Company. The Company continued to operate in the same line of business activities as in the previous year.

SHARE CAPITAL

During the year under review, The Companys authorised share capital remained unchanged during the year at Rs25,00,00,000/-, divided into 2,50,00,000 equity shares of Rs10/- each.

The Paid-up capital of the Company at 31st March, 2025 stands at Rs23,24,00,000/- (2,32,40,000 equity shares).

The Company has increased its Authorised Share Capital from Rs25 crs to Rs30 crs by creation of 50 lakhs equity shares of Rs.10/- each as approved by the Shareholders of the Company at the Extra-Ordinary General Meeting held on 9th August, 2025.

ANNUAL RETURN:

In compliance with Section 134(3)(a), the Annual Return of the Company, prepared as per Section 92(3) of the Act for the financial year ended 31st March, 2025, is accessible on the Companys website at http://www.basilicflystudio.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31st March 2025, the Board of Directors comprised 7 Directors which includes 3 Independent Directors, 1 NonExecutive Director (Woman) and 3 Executive Directors (including 1 woman Executive Director) which includes Managing Director.

APPOINTMENT:

During the year under review, Mr. Nandhagopal Damodaran has been appointed as Independent Director w.e.f 12th July, 2024

RESIGNATION:

Subsequent to the end of financial year, Mr. Jitendra Kumar Pal, Independent Director resigned from the Board and committees of the Company w.e.f 12th May, 2025. The Board places on record its sincere appreciation of the services rendered by Mr Jithendra Kumar Pal, during his tenure as a Director of the Company.

None of the Directors of the Company are disqualified for being appointed as Directors, as specified in section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

KEY MANGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, Mr. Balakrishnan, Managing Director & Chief

Executive Officer, Mrs. Yogalakshmi S, Whole time Director, Mr. Gaurav Mehra, Chief Financial Officer and Ms. Swati Sharma, Company Secretary are the Key Managerial Personnel of the Company as on 31st March, 2025.

Further, during the year, Ms. Swati Sharma was appointed as Company Secretary and Compliance officer of the Company under SEBI Listing Regulations w.e.f., 05th July, 2024 in place of Mr. Nikhil Midha who resigned from the services of the Company w.e.f 02nd July, 2024

Further, during the year, Mr. Gaurav Mehra was appointed as Chief Financial Officer of the Company under SEBI Listing Regulations w.e.f., 15th October, 2024 in place of Mr. Ramesh M who resigned from the services of the Company w.e.f., 08th October, 2024.

Presently the Board of Directors of the Company consists of Mr. Balakrishnan (DIN:06590484), Managing Director, Mrs. Sundaram Yogalakshmi (DIN:07323404), and Mr. Duraiswami Prabhakar (DIN: 09831080), Wholetime Directors, Mrs. Rajarathinam Thiripurasundari (DIN:07323583), Non- Executive Director, Mr. Vengarai Seshadri Sowrirajan (DIN:00434044) and Mr. Nandhagopal Damodaran (DIN: 10697520), are Independent Directors. The composition of the Board of Directors is in compliance with Section 149 of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. In case of special and urgent business, if the need arises, the Boards or Committees approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, as permitted by law.

During the Financial Year 2024-25, Ten (10) Board meetings were convened and held which is summarized below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

	Name of Directors
S. No Date of meeting	Balakrishnan Managing Director DIN: 06590484	Sundaram Yogalakshmi Whole Time Director DIN: 07323404	Duraiswami Prabhakar Whole Time Director DIN: 098 31080	Rajarathinam Thiripurasundari Non- Executive Director DIN: 07323583	Vengarai Seshadri Sowrirajan Independent Director DIN: 00434044	Nandhagopal Damodaran Independent Director DIN: 10697520	Jitendra Kumar Pal Independent Director DIN: 08567622
1 30th April, 2024	?	?	?	?	?	X	?
2 24th June, 2024	?	?	?	?	?	X	?
3 12th July, 2024	?	?	?	?	?	X	?
4 12th August, 2024	?	?	?	?	?	?	X
5 02nd September, 2024	X	X	?	?	?	?	?
6 16th September, 2024	?	?	?	?	?	?	?
7 15th October, 2024	?	?	?	X	?	?	?
8 14th November, 2024	?	?	?	?	?	?	?
9 09th March, 2025	?	?	X	?	?	?	?
10 14th March, 2025	?	?	?	?	?	?	?

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended 31st March, 2025:

1. The annual financial statements for the financial year ended 31st March 2025 have been prepared in conformity with the applicable Accounting Standards, and there are no material departures from the prescribed norms;

2. Appropriate accounting policies have been consistently applied, and reasonable and prudent judgments and estimates have been made so as to present a true and fair view of the Companys financial position and results of operations;

3. The Board has taken adequate measures to ensure the integrity and accuracy of the Companys accounting records in accordance with the Companies Act, 2013, thereby safeguarding the Companys assets and detecting and preventing fraud and other irregularities;

4. The financial statements have been prepared on a going concern basis, and there is no indication of any uncertainty regarding the Companys ability to continue its operations in the foreseeable future;

5. The Company has implemented internal financial controls which are adequate and commensurate with the size and nature of its business, and such controls were found to be operating effectively during the year under review;

6. The Board has adopted robust systems and processes to ensure compliance with applicable laws, rules, and regulations, and believes that these systems were adequate and functioning efficiently throughout the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34 of the SEBI (LODR) Regulations, 2015, the Managements Discussion and Analysis Report is annexed to this report.

STATUTORY AUDITORS AND THEIR REPORT :

The Auditors of the Company, M/s. L.U. KRISHNAN & Co, Chartered Accountants, have been appointed as the statutory Auditors of the company until 31st March, 2027 by the members at the Annual General meeting held on 30th Septembe, 2022.

The Statutory Auditors have given an unqualified report. The report is self-explanatory and does not require any further comments by the Board.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s M. Alagar & Associates, peer reviewed firm of Practicing Company Secretaries, has been appointed as the Secretarial Auditor for the Financial year 2024-25. The Secretarial Audit Report does not contain any qualification or remarks requiring the Board to make further comments. (The report is annexed as Annexure - I)

INTERNAL AUDITOR:

M/s KEK & Associates LLP, Chartered Accountants, have been appointed as the Internal Auditor of the Company for the FY 2024-25. The Internal Auditor has conducted the Internal Audit, and the Internal Audit report has been submitted to the company. The Audit Committee reviewed the internal audit report.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial Standards in accordance with Section 118(10) of the Companies Act, 2013, and MCA circulars issued from time to time.

COST AUDIT / COMPLIANCE:

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, in respect of the activities carried on by the Company.

INTERNAL FINANCIAL CONTROLS:

The Company has established adequate internal financial controls with reference to financial statements, commensurate with its size, scale, and operations. These controls are designed to ensure accuracy of financial reporting, safeguarding of assets, prevention and detection of frauds, adherence to policies, and compliance with applicable laws.

The internal control framework is reviewed periodically by the Audit Committee based on reports from management, internal auditors, and statutory auditors. The Board confirms that such controls were adequate and operating effectively during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review. The particulars of investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2024-25 are given in Note 10 of the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts, arrangements and transactions entered by the Company with related parties during FY 2024-25 (including any material modification thereof), were in the ordinary course of business and on an arms length basis and were carried out with prior approval of the Board. Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is appended to the Board Report as Annexure- II

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with the provisions of Section 135 of the Companies Act, 2013, read with the applicable rules, the Board of Directors, in their meeting held on 31st March, 2023, approved and adopted the Corporate Social Responsibility (CSR) Policy and constituted a CSR Committee to oversee and monitor the implementation of CSR initiatives of the Company. The Committee was subsequently reconstituted on 2nd September, 2024.

As required under the Companies (CSR Policy) Rules, 2014, Annul Report on Corporate Social Responsibility (CSR) Activities for the financial year 2024-25, has been furnished as Annexure - III to this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are furnished in the Annexure - IV to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company has framed a policy for management and mitigation of business risks which is reviewed on a periodical basis. The policy is put on the website of the company in the following link: https://basilicflystudio.com/wp-content/ uploads/2025/04/Risk-Management-Policy.pdf

PARTICULARS OF SUBSIDIARY, HOLDING, JOINT VENURE AND ASSOCIATE COMPANIES

Your company has two subsidiaries viz: Basilic Fly Studio Canada Ltd Bearing Registration No.1313688, incorporated on (02/07/2021), Basilic Fly Studio UK Private Limited bearing Registration No.14029594 incorporated on (06/04/2022).

On 28th July 2024, Basilic Fly Studio UK Private Limited has acquired 70% stake in One of US Ltd bearing Registration No. 5313949. The Company One of Us is a step down subsidiary. The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its subsidiary pursuant to provision of Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules 2014, in form AOC-1 is attached along with the financial statement of the company as Annexure-V.

The Company does not have any Holding, Joint venture or Associate Company.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

In accordance with the provisions of Sec 178 (1) of the Companies Act, 2103, the Board of the Company constituted Nomination and Remuneration Committee (NRC) and the terms of reference of the Committee are in line with the provisions of the Companies Act, 2013 and the Rules made thereunder.

The NRC committee has the following members

Name of the Member	Din No.	Designation in the Committee	Nature of Directorship
Mr. Nandhago- pal Damodaran	10697520	Chairperson	Independent Director
Mr.Vengarai Seshadri Sowrirajan	00434044	Member	Independent Director
* Mr. Jitendra Kumar Pal	08567622	Member	Independent Director
Mrs. Rajarathinam Thiripurasundari	07323583	Member	Non-Executive Director
Mr. Balakrishnan	06590484	Member	Managing Director

* Mr. Jitendra Kumar Pal resigned from the company with effect from 12th May, 2025.

In accordance with Sec 178 (3) of the Companies Act, 2013, a Policy has been framed for remuneration of Directors, Key Managerial Personnel and other employees and approved by the Board. The said policy has been placed in the website of the company and can be viewed from the following link: https://basilicflystudio.com/wp-content/uploads/2025/07/ Remuneration-Policy.pdf

APPOINTMENT AND RESIGNATION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

The Board of the Company is composed of experienced persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

CORPORATE GOVERNANCE REPORT:

As per the regulation 15 of SEBI (LODR) Regulations, 2015, the applicability with respect to Corporate Governance Report is not applicable to the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the above-mentioned Independent Directors have submitted their respective declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act. They have also affirmed compliance with the Code of Conduct for Independent Directors as specified under Schedule IV of the Act.

In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors during the year under review. The Board further affirms that the Independent Directors possess requisite integrity, expertise, and experience, including proficiency as required under Section 150(1) of the Act and the applicable rules framed thereunder.

Additionally, in accordance with the provisions of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, all Independent Directors of the Company have duly registered their names in the databank maintained by the Indian Institute of Corporate Affairs (IICA).

COMMITTEES OF THE BOARD

In terms of the provisions of the Companies act, 2013 and the Rules made thereunder, the Board has constituted the following committees;

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The composition and terms of reference of each of the above committee is provided below as on the report date:-

a) AUDIT COMMITTEE

A qualified and independent Audit Committee has been constituted by the Board of Directors in compliance with the provisions of Section 177 of the Companies Act, 2013 and applicable regulatory requirements.

The Committee comprises three (3) Independent Directors and one (1) Executive Director, as under:

Name of the Member	Din No.	Designation in the Committee	Nature of Directorship
Mr. Nandhago- pal Damodaran	10697520	Chairperson	Independent Director
Mr. Vengarai Seshadri Sowrirajan	00434044	Member	Independent Director
* Mr. Jitendra Kumar Pal	08567622	Member	Independent Director
Mr. Balakrishnan	06590484	Member	Managing Director

* Mr. Jitendra Kumar Pal resigned from the company with effect from 12th May, 2025

The Company Secretary acts as the Secretary to the Committee

The primary objective of the Audit Committee is to provide oversight of the Companys financial reporting process, ensuring accuracy, completeness, and timely disclosures in compliance with applicable laws. The Committee works to uphold the highest standards of transparency, integrity, and quality in financial reporting, while also providing effective supervision of managements processes and controls.

The powers, role, and terms of reference of the Audit Committee are in line with the requirements of Section 177 of the Companies Act, 2013 and relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the Financial Year 2024-25, the Audit Committee met seven (7) times, deliberating and making recommendations to the Board on various matters falling within its scope, including but not limited to financial reporting, internal controls, statutory and internal audit reports, and compliance matters.

	Name of Directors
Date of meeting	Balakrishnan Managing Director DIN: 06590484	Vengarai Seshadri Sowrirajan Independ ent Director DIN: 00434044	Jitendra Kumar Pal Independ ent Director DIN: 08567622	Nandhagopal Damodaran Independent Director DIN: 10697520
30th April, 2024	?	?	?	NA
24th June, 2024	?	?	?	NA
12th August, 2024	?	?	?	NA
15th October, 2024	?	?	?	?
14th November, 2024	?	?	?	?
09th March, 2025	?	?	?	?
14th March, 2025	?	?	?	?

b) NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomination and Remuneration Committee (NRC) of the Board is entrusted with the responsibility of ensuring that the composition and competencies of the Board align with the Companys industry, strategic objectives, and longterm vision. The NRC undertakes a detailed analysis of Board composition, reflecting a deep understanding of the Companys strategies, business environment, operations, financial position, and compliance requirements.

In accordance with the provisions of Section 178 of the Companies Act, 2013, the NRC has formulated, and the Board has adopted, a Policy on Appointment and Removal of Directors, including a Board Diversity Policy (“NRC Policy”). The Committee has also established criteria for determining the qualifications, positive attributes, and independence of Directors, which form an integral part of the NRC Policy.

The NRC is responsible for:

• Recommending the nomination and appointment of Directors.

• Evaluating the performance of individual Directors and the Board as a whole.

• Recommending the remuneration policy for Directors, Key Managerial Personnel (KMP), and other employees.

• Overseeing governance-related matters and the effective implementation of the Companys nomination, remuneration, and governance policies.

• Periodically reviewing the effectiveness of these policies and recommending revisions when necessary.

The Committee was reconstituted on 2nd September, 2024, with Mr. Nandhagopal Damodaran, Independent Director, being inducted as a member, bringing valuable expertise and independent oversight to its functioning.

The Committee comprises three (3) Independent Directors and one (1) executive Director is as follows: -

Name of the Member	Din No.	Designation in the Committee	Nature of Directorship
Mr. Nandhagopal Damodaran	10697520	Chairperson	Independent Director
Mr.Vengarai Seshadri Sowrirajan	00434044	Member	Independent Director
* Mr. Jitendra Kumar Pal	08567622	Member	Independent Director
Mrs.Rajarathinam Thiripurasundari	07323583	Member	Non-Executive Director
Mr. Balakrishnan	06590484	Member	Managing Director

* Mr. Jitendra Kumar Pal resigned from the company with effect from 12th May, 2025.

Company Secretary acts as the Secretary of the committee

The Nomination and Remuneration Committee of the Board of Directors recommends the nomination of Directors, carries out evaluation of performance of individual Directors, recommends remuneration policy for Directors, Key Managerial Personnel and other employees and also deals with the governance related matters of the Company.

It oversees the implementation of the nomination, remuneration and governance policies of the Company, reviews the effectiveness of such policies from time to time and recommends revisions as and when deemed necessary or expedient.

One meeting of the Nomination and Remuneration Committee was held during the year under review to consider and approve the Resignation of Mr. Ramesh M, Chief Financial Officer and to consider and recommend appointment of Mr. Gaurav Mehra, as new Chief Financial Officer.

Name of Directors
Date of meeting	RAJARATHINAM THIRIPURASUNDARI DIN:07323583	Vengarai Seshadri Sowrirajan Independ ent Director DIN: 00434044	Jitendra Kumar Pal Independ ent Director DIN: 08567622	Balakrishnan Managin g Director DIN: 06590484	Nandhagopal Damodaran Independent Director DIN: 10697520
12th July, 2024	?	?	?	?	NA
15th October, 2024	X	?	?	?	?
09th March, 2025	?	?	?	?	?

c) STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC)

The Stakeholders Relationship Committee was constituted by the Board of Directors on 31st March, 2023 with the primary objective of ensuring effective engagement with shareholders and safeguarding their rights. The Committee serves as an important governance mechanism for addressing and resolving grievances of shareholders and other security holders in a timely, fair, and transparent manner.

The Committees key responsibilities include:

• Monitoring and resolving investor grievances relating to transfer/transmission of shares, non-receipt of annual reports, dividends, and other shareholder communications.

• Overseeing measures for effective communication between the Company and its stakeholders.

• Ensuring compliance with applicable statutory and regulatory requirements pertaining to stakeholder rights.

• Periodically reviewing the adequacy of systems and processes for redressal of shareholder grievances.

In line with the Companys commitment to strong corporate governance, the Committee operates with transparency, accountability, and promptness, fostering trust and confidence among investors and stakeholders.

The Stakeholders Relationship Committee comprises of three (3) Independent Directors and one (1) executive Director is as follows: -

Name of the Member	Din No.	Designation in the Committee	Nature of Directorship
Mr.Vengarai Seshadri Sowrirajan	00434044	Chairperson	Independent Director
Mr. Balakrishnan	06590484	Member	Managing Director
* Mr. Jitendra Kumar Pal	08567622	Member	Independent Director
Mr. Nandhagopal Damodaran	10697520	Member	Independent Director

* Mr. Jitendra Kumar Pal resigned from the company with effect from 12th May, 2025.

Company Secretary acts as the Secretary of the committee.

The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and applicable Regulation.

One meeting of the Stakeholders Relationship Committee was held during the year to take note of the redressal status of Investor grievances for the quarters ended 30th June, 2024 and 30th September, 2024 and 31st December, 2024.

	Name of Directors
Date of meeting	Vengarai Seshadri Sowrirajan Independ ent Director DIN: 00434044	Jitendra Kumar Pal Independ ent Director DIN:08567622	Balakrishnan Managin g Director DIN: 06590484	Nandhagopal Damodaran Independent Director DIN: 10697520
9th March, 2025	?	?	?	?

d) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In accordance with the provisions of Section 135 of the Companies Act, 2013, the CSR Committee has been constituted, and the Board has adopted a CSR Policy formulated in line with the statutory requirements and Schedule VII of the Act.

The CSR Policy lays down the guiding principles and framework for undertaking CSR initiatives by the Company.

The CSR Committee is responsible for:

Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company. Recommending the amount of expenditure to be incurred on CSR activities.

Monitoring the implementation of CSR projects and ensuring compliance with statutory obligations.

Reviewing the CSR Policy periodically and suggesting amendments in line with evolving regulatory requirements and business priorities.

Overseeing transparent reporting of CSR initiatives in the Boards Report and on the Companys website.

The Committee was reconstituted on 2nd September, 2024, with Mr. Nandhagopal Damodaran, Independent Director, being inducted as a member, bringing valuable expertise and independent oversight to its functioning.

The composition of the CSR Committee is as follows:

Name of the Member	Din No.	Designation in the Committee	Nature of Directorship
Mr. Vengarai Seshadri Sowrirajan	00434044	Chairperson	Independent Director
Mr. Balakrishnan	06590484	Member	Managing Director
Mrs.Sundaram Yogalakshmi	07323404	Member	Whole-Time Director
Mr. Prabhakar D	09831080	Member	Whole-Time Director
Mr. Nandhagopal Damodaran	10697520	Member	Independent Director

Company Secretary acts as the Secretary of the committee

One meeting of the Corporate Social Responsibility Committee was held during the year for the Constitution of CSR Execution Group consisting of Volunteers Nominated by the company for smoother execution of CSR Activities and to consider and recommend the Board of Directors CSR Expenditure for FY 2024-25.

	Name of Directors
Date of meeting	Vengarai Seshadri Sowrirajan Independ ent Director DIN: 00434044	Balakrishnan Managin g Director DIN:06590484	Sundara m Yogalak shmi Whole Time Director DIN:07323404	Duraiswa mi Prabhakar Whole Time Director DIN:09831080	Nandhagopal Damodaran Independent Director DIN: 10697520
09th March, 2025	?	?	?	X	?

e) RISK MANAGEMENT COMMITTEE (RMC)

The Risk Management Committee of the Company was constituted by the Board of Directors, in compliance with applicable statutory and regulatory requirements. The Committee is entrusted with the responsibility of framing, implementing, and monitoring a robust risk management framework to safeguard the Companys assets, reputation, and long-term sustainability.

Its key responsibilities include:

• Identifying existing and emerging risks that may have an impact on the Companys operations, performance, and strategic objectives.

• Reviewing the risk management plan periodically to ensure its adequacy, relevance, and effectiveness.

• Monitoring the implementation of mitigation strategies across business functions.

• Evaluating risks that could influence the Companys medium-term and long-term goals, including operational, financial, strategic, compliance, environmental, and reputational risks.

Through this proactive approach, the Committee seeks to enhance the Companys resilience by embedding risk awareness into decision-making processes and aligning the risk management framework with the Companys growth strategy.

Further, on 2nd September, 2024, the Risk Management Committee was reconstituted, with Mr. Nandhagopal Damodaran, Independent Director, being inducted as a member of the Committee.

The composition of the Risk Management Committee is follows: -

Name of the Member	Din No.	Designation in the Committee	Nature of Directorship
Mr. Nandhagopal Damodaran	10697520	Chairman	Independent Director
Mr. Vengarai Seshadri Sowrirajan	00434044	Member	Independent Director
Mr. Balakrishnan	06590484	Member	Managing Director
Mrs. Sundaram Yogalakshmi	07323404	Member	Executive Director

The Company Secretary acts as the Secretary to the Committee.

During the year under review, one meeting of the Risk Management Committee was held to review and deliberate on the Companys risk management framework, assess key risk areas, and evaluate mitigation strategies. The Committee also considered and recommended to the Board measures to strengthen risk monitoring processes and ensure alignment of the risk management plan with the Companys strategic and operational objectives for FY 2024-25.

	Name of Directors
Date of meeting	Vengarai Seshadri Sowrirajan Independent Director DIN: 00434044	Balakrishnan Managing Director DIN:06590484	Sundaram Yogalakshmi Whole Time Director DIN: 07323404	Nandhagopal Damodaran Independent Director DIN: 10697520
28th March, 2025	?	?	?	?

VIGIL MECHANISM POLICY:

In accordance with Section 177(9) of the Companies Act, 2013 and the applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy. This mechanism enables Directors and employees to report their genuine concerns or grievances, unethical behaviour, or suspected fraud in a secure and confidential manner, without fear of retaliation.

The Vigil Mechanism provides adequate safeguards against victimisation of individuals who avail of the mechanism and ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The details of the Vigil Mechanism/Whistle Blower Policy are available on the Companys website at: www.basilicflystudio.com

CODE OF CONDUCT

In compliance with Companies Act,2013 the Board of Directors of the Company has laid down a Code of Conduct (Code) for the Directors and Senior management employees. The Code is also posted on the Website of the Company at https://www.basilicflystudio.com/

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING & CODE OF CORPORATE DISCLOSURE PRACTICES

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Board of Directors of the Company has adopted the Code of Conduct for prevention of Insider Trading and the Code of Corporate Disclosure Practices (Insider Trading Code). All the Directors, Employees of the Company and their immediate relatives and other connected persons who could have access to the Unpublished Price Sensitive Information of the Company, are governed under this Insider Trading Code. These Codes are posted on the Companys website at the web link: https:// basilicflystudio.com/wp-content/uploads/2025/04/Code-of- Conduct-for-Insider-Trading.pdf

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report. Disclosures relating to remuneration and other details 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 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to cs@basilicfly.com.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 [14 OF 2013] AND COMPLIANCE WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961: :

The Company maintains a policy of zero tolerance towards sexual harassment and is committed to providing a safe, respectful, and inclusive work environment for all employees. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (“the Act”) and the rules framed thereunder, the Company has adopted a comprehensive policy on prevention, prohibition, and redressal of sexual harassment at the workplace.

In compliance with the Act, the Company has constituted an Internal Complaints Committee (ICC) to address and redress complaints of sexual harassment in a prompt and confidential manner. The ICC is empowered to receive and investigate complaints, recommend corrective actions, and ensure compliance with the policy framework.

The Company also conducts periodic awareness sessions and training programs to sensitise employees about the provisions of the Act, their rights, and the process for reporting concerns.

During the financial year 2024-25, the complaints details as per rule 8 of Companies (Accounts) Rules, 2014 is hereunder:

(a) Number of complaints of sexual harassment received in the year - NIL

(b) number of complaints disposed off during the year - NIL

(c) number of cases pending for more than ninety days- NIL

Number of employees as on the closure of financial year: 382

Male - 353 and Female - 29

The company is in compliance with the provision of Maternity Benefit Act, 1961.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT.

During the year under review, there was no revision of the financial statements or the Boards Report pursuant to the third proviso to sub-section (1) of Section 131 of the Companies Act, 2013.

SHARES:

BUY BACK OF SECURITIES:

The Company did not buy back any of its securities during the year under review.

SWEAT EQUITY:

No Sweat Equity Shares were issued by the Company during the year under review

BONUS SHARES:

No Bonus shares were issued by the Company during the year under review.

EMPLOYEES STOCK OPTION PLAN:

The Company did not provide any Stock Option Scheme to the employees during the year under review.

DEMATERIALISATION OF SHARES

As on 31st March, 2025, 99.99% of the Companys shares are held in dematerialized form. A total of 300 equity shares continues to be held in physical form.

REGISTRARS AND SHARE TRANSFER AGENTS

Purva Share Registry (India) Private Limited CIN: U67120MH1993PTC074079

Address:- 9, Shiv Shakti Industrial Estate,

J.R.Boricha Marg Lower Parel (East), Mumbai, 400011, Maharashtra, India, Telephone No.022-23018261, Email Id: support@purvashare.com

All matters relating to share transfer, transmission, change of address, issuance of duplicate share certificates, and other related activities are handled by the Companys Registrar and Transfer Agent (RTA).

Shareholders holding equity shares in physical form are strongly encouraged to dematerialise their holdings in order to facilitate easy transferability and to participate in various corporate actions without restriction.

For assistance in this regard, members may contact the Company or the Registrar and Transfer Agent, M/s. Purva Sharegistry (India) Private Limited.

LISTING ON STOCK EXCHANGES:

The Companys Equity Shares are listed on the National Stock Exchange (EMERGE) Platform, also known as SME Platform. Stock Code: Basilic; ISIN: INE0OCC01013.

The Company has paid the listing fee for the financial year 2024-25.

Disclosure in respect of penalty imposed by NSE:

NSE imposed a penalty on the company, the details of which are:

The penalty was on account of delay in submission of Statement of Redressal of Investor Grievances for the quarter ended 31st March, 2025 by 11 days. The statement was uploaded in the website on 12th May 2025 where as the same should have been submitted on 30th April, 2025. The delay in uploading the statement, led to the NSE imposing a penalty of Rs. 11,000/- plus applicable GST on that. However, the company has remitted the amount on receipt of the advise from NSE.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

As of the current date, no shares of the company are held in Demat Suspense Account or Unclaimed Suspense Account.

STATEMENT OF DEVIATIONS / VARIATIONS:

In compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is confirmed that there have been no deviations or variations in the utilization of proceeds from the Initial Public Offering (IPO) of the Company. The funds have been utilized for the purposes as stated in the offer document.

CREDIT RATING:

The company has not issued any debt instruments and hence the applicability of Credit Rating is not applicable to the company.

ANNUAL EVALUATION OF THE BOARD, COMMITTEES, AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors carried out an annual evaluation of its own performance, the performance of its committees, and that of individual Directors, including Independent Directors.

The evaluation process was conducted based on inputs received from all Directors on parameters such as the composition and structure of the Board, the effectiveness of its processes, the quality and timeliness of information provided, and the overall functioning of the Board.

The performance of each Committee was evaluated by the Board after obtaining feedback from the respective Committee members, taking into consideration factors such as composition, mandate, effectiveness, and the conduct of meetings.

A separate meeting of the Independent Directors was held on 20th March, 2025 to evaluate the performance of NonIndependent Directors, the Board as a whole, and the Chairman of the Company, after considering the views of Executive and Non-Executive Directors.

The Board, reviewed the performance of individual Directors based on criteria including their preparedness for meetings, meaningful and constructive participation, contribution to discussions, and overall engagement in Board and Committee deliberations.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Mrs Swati Sharma

Company Secretary & Compliance Officer

Registered Office: TOWER A, KRC COMMERZONE MOUNT POONAMALLEE ROAD PORUR CHENNAI TN 600116 IN

Phone No. 044 6172 7700

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS:

During the year under review, there were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR

ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application or proceeding made by or against the company is pending before any Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016 ..

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB- SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The company has established a vigil mechanism for directors and employees to report genuine concerns about unethical behaviours, actual or suspected fraud etc. It also provides safe guards against victimization of the Directors/employees who avail of the mechanism. The company affirms that no one is denied access to the Audit Committee. The Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 and details thereof can be accessed at the web link https://basilicflystudio.com/wp- content/uploads/2025/04/Whistle-Blower-Policy.pdf. During the year under review, there were no complaints received under this mechanism.

ACKNOWLEDGEMENT:

The Board of Directors expresses its sincere appreciation to all employees, customers, vendors, investors, and consultants/advisors of the Company for their dedication, commitment, and valuable contributions to the Companys performance during the year.

The Directors also extend their gratitude to the Government of India, the Governments of various States, international authorities, and all concerned Government departments and regulatory bodies for their continued cooperation and support.

The Board further acknowledges and values the contribution of every member of the Company and the support extended by their families, which has been instrumental in the Companys growth and success.

For BASILIC FLY STUDIO LIMITED
BALAKRISHNAN	SUNDARAM YOGALAKSHMI
Managing Director	Whole-time Director
DIN:06590484	DIN:07323404
Place: Chennai
Date: 28th August, 2025