Baweja Studios Ltd Directors Report

Dear Stakeholders,

Your Board of Directors (“the Board”) is pleased to present the 24th annual Report of Baweja Studios Limited (“the Company”) along with the audited financial statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

The financial highlights for the year ended March 31, 2025 are summarized below:

PARTICULARS	Year ended 31st March, 2025	Year ended 31st March, 2024
Revenue from Operations	7,557.42	6,429.73
Other Income	69.80	83.56
Total Revenue	7,627.23	6,513.28
Total Expenses	6,506.46	5,440.00
Profit/(Loss) Before Tax and Prior Period Charge		1,07 3.28
Exceptional Item (Diminution in value of Investment)	-	-
Profit/(Loss) Before Prior Period and Tax	1,120.77	1,073.28
Prior Period items
Profit/(Loss) Before Tax	1,120.77	1,073.28
Tax Expenses:
Current tax	273.14	292.50
Deferred tax	19.93	(41.76)
Income Tax of earlier years	(0.56)	0.27
Profit/ (Loss) After Tax	828.26	822.27
Other Comprehensive Income	0.59	(2.02)
Total Comprehensive Income	828.85	820.24

2. BUSINESS OVERVIEW

During the year under review, the company recorded a total income of ^7,627.23 lakhs, compared to ^6,513.28 lakhs in the previous year, reflecting a growth of 17.10%.

The company achieved a profit of ^828.26 lakhs for the year, as against ^822.27 lakhs in the previous year, representing a marginal increase of 0.73%.

3. SHARE CAPITAL

As at March 31, 2025, the authorized share capital of the company is Rs. 20,00,00,000/- divided into 2,00,00,000 Equity Shares of Rs.10/- each.

The paid-up equity share capital as on 31^st March, 2025 is Rs. 18,42,70,010 divided into 1,84,27,001 equity shares of Rs.10/- each.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of your Company during the year under review affecting the financial position of the company.

5. DIVIDEND

Due to conservation of resources for future expansion your directors have not recommended any dividend on the equity shares for the financial year under review. Pursuant to regulation 43A of the securities and exchange board of India (listing obligations and disclosure requirements) regulations, 2015 (“SEBI Listing Regulations”), top one thousand listed entities based on market capitalization shall formulate a dividend distribution policy. The company is outside the purview of top one thousand listed entities. In view of this formulation of a dividend distribution policy is not applicable to the Company.

6. TRANSFER TO RESERVES

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

7. MATERIAL CHANGES FROM THE DATE OF END OF FINANCIAL YEAR TILL THE DATE OF THIS REPORT

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

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

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Companys Board is duly constituted which is in compliance with the requirements of the Act, the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 [hereinafter referred to as “Listing Regulations”] Regulations, 2015 and provisions of the Articles of Association of the Company. As on the date of this Report, the Board of Directors comprises of six (6) directors which include two (2) Executive Directors, one (1) Non-Executive Director and three (3) Independent Directors.

The overall composition of Board of Directors includes one-woman director. As on the date of this report, the Board of the company constitutes of the following Directors:

Sr. No. DIN Name of the Directors	Designation
1 02663248 Mr. Harman Baweja	Promoter Chairperson Managing Director
2 02663280 Mrs. Paramjit Harjaspal Baweja	Promoter and Non - Executive Director
3 09350144 Ms. Rowena Baweja	Promoter and Non - Executive Director
4 08372470 Mrs. Amreetaa Roy Panneriy	Non - Executive Independent Director
5 02807063 Mr. Yatin Gupta "M ?	Non - Executive Independent Director
6 01636964 Mr. Anil Rustgi	Non - Executive Independent Director

The Board received a declaration from all the directors under Section 164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the directors of the company is disqualified under the provisions of the Companies Act, 2013 (“Act”) or under the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.

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

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

Mr. Nikunj Shyamsunder Bagdi was appointed as a CFO of the Company w.e.f. June 01, 2024 at the meeting of Board of Directors held on May 30, 2024.

Ms. Nidhi Kamlesh Gajera has resigned as a Company Secretary and Compliance Officer of the Company effective from closing of business hours on January 04, 2025.

Mrs. Hashmita Sumant Karmakar, Associate Member of the Institute of Company Secretaries of India (ICSI), having membership no. ACS 52125 was appointed as the Company Secretary and Compliance Officer of the Company with effect from March 03, 2025.

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

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

10. RETIREMENT BY ROTATION

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation.

Accordingly, Mrs. Paramjit Harjaspal Baweja (DIN 02663280) is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

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

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

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

12. BOARD & COMMITTEE MEETINGS

a) Board Meeting and Attendance:

During the financial year 2024-25, total Five (05) Board Meetings were held on May 30, 2024, August 20, 2024, November 14, 2024, November 22, 2024 and March 03, 2025 and the gap between two Board Meetings did not exceeds limit as required under the Companies Act, 2013 & Circulars made thereunder.

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

Name	Category	No of Meeting entitled to attend	No. of Board Meetings attended during the year 202425	Whether attended last AGM held on September 25, 2024
Mr. Harman Harjaspalsingh Baweja	Promoter and Managing Director	5	5	Yes
Mrs. Paramjit Harjaspal Baweja	Promoter and Non - Executive Director	5	5	Yes
Ms. Rowena Baweja	Promoter and NonExecutive Director	5	5	Yes
Mr. Anil Rustgi	Non - Executive Independent Director	5	5	Yes
Mr. Yatin Gupta	Non - Executive Independent Director	5	2	Yes
Mrs. Amreetaa Roy Panneriy	Non - Executive Independent Director	5 <	4	Yes

b) Audit Committee Meeting and Attendance

During the Financial Year 2024-25, total Four (4) Audit Committee Meetings were held on May 30, 2024, August 20, 2024, November 14, 2024 and March 03, 2025. The Board has well-qualified Audit Committee

with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee as on March 31, 2025 are as follows:

Chairman: Mr. Anil Rustgi

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

Name of the Member	No of Meeting entitled to attend	No of Meeting attended
Mr. Anil Rustgi	4	4
Mr. Harman Harjaspalsingh Baweja	4	4
Mrs. Amreetaa Roy Panneriy	4	3

The Company Secretary of the Company acts as Secretary of the Committee during the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

c) Nomination & Remuneration Committee Meeting and Attendance

During the Financial Year 2024-25, Three (3) Nomination & Remuneration Committee Meeting was held on May 30, 2024, August 20, 2024 and March 03, 2025.

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

The details of the Composition of the Nomination & Remuneration Committee are as on March 31, 2025 as follows:

CHAIRMAN: Mr. Yatin Gupta

MEMBERS: Ms. Rowena Baweja and Mr. Anil Rustgi The attendance at the Meeting is as under:

Name of the Member	No of Meeting entitled to attend	No of Meeting attended
Mr. Yatin Gupta	3	2
Ms. Rowena Baweja	3	3
Mr. Anil Rustgi	3	3

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

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

d) Stakeholders Relationship Committee:

During the Financial Year 2024-25, One (1) Stakeholders Relationship Committee Meeting was held on March 03, 2025.

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

The details of the Composition of the Stakeholders Relationship Committee are as on March 31, 2025 as follows:

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

The attendance at the Meeting is as under:

Name of the Member	No of Meeting entitled to attend	No of Meeting attended
Ms. Rowena Baweja	1	1
Mr. Anil Rustgi	1	1
Mr. Yatin Gupta	1	0

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

e) Independent Directors Meeting:

During the Financial Year 2024-25, One (1) Independent Committee Meeting was held on March 03, 2025.

The attendance at the Meeting is as under:

Name of the Member	No of Meeting entitled to attend	No of Meeting attended
Mr. Anil Rustgi	1	1
Mr. Yatin Gupta	1	0
Mrs. Amreetaa Roy Panneriy	1	1

13 EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEE AND DIRECTORS

Pursuant to provisions of the Companies Act, 2013 and the SEBI Listing Regulations, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The Board has carried out an annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate Meeting.

The Directors expressed their satisfaction with the evaluation process.

14 DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The Company has received following declarations from all the Independent Directors confirming that:

a) They meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Rules issued thereunder, as well as of SEBI Listing Regulations.

b) In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors data bank maintained by the Indian Institute of Corporate Affairs at Manesar.

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 (as amended).

The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

The Independent Directors of your Company have registered on the Independent Directors Databank pursuant to the provisions of Section 149 of the Companies Act, 2013 and the applicable rules thereunder (“Act”). The Independent Directors, as on March 31, 2025, have informed the Company , that they have passed the online proficiency test prescribed und_. er the Act

15 POLICY ON CRITERIA FOR APPOINTMENT / REMOVAL OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL AND REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES

As per the Nomination & Remuneration Policy of the Company (“Policy”), the Nomination and Remuneration Committee interalia recommends the appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The said Policy lays down the criteria for such appointments and the framework in relation to remuneration of Directors including managerial personnel, KMPs and employees of the Company. The NRC oversees the matter of remuneration to the executive directors, KMPs and Senior Management Personnel and recommends to the Board, revision if any, in the remuneration of the said Directors / personnel subject to limits as may be approved by the members.

The Nomination and Remuneration Policy may be accessed on the website of the Company at https://www.baweiastudios.com.

The Board affirms that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

16 MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

17 AUDITORS

i) STATUTORY AUDITORS:

Pursuant to provisions of the Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s. S S R C A & Co., Chartered Accountants (Firm Registration No. 108726W), were appointed as Auditors of the Company for a term of 5 (five) consecutive years i.e. up to AGM to be held in the year 2026, at the AGM held on November 30, 2021. The Auditors have confirmed that they are not disqualified from continuing as Auditors of the Company.

Auditors Report:

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

ii) SECRETARIAL AUDITOR:

As per Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, as amended, the Company has appointed M/s Shivhari Jalan & Co., Practicing Company Secretaries, Mumbai, to conduct the Secretarial Audit of your Company for the financial year 2024-25.

Secretarial Audit Report:

As required by Section 204 of the Act, 2013, the Secretarial Audit Report for the year 2024-25 is given by M/s Shivhari Jalan & Co., practicing Company Secretary for auditing the Secretarial and related records is attached herewith as “Annexure A” to the Boards Report.

The Observations given by Secretarial Auditor in his Secretarial Audit Report are self- explanatory and do not call for further explanations.

iii) COST AUDITOR:

Appointment of cost auditors is not applicable to company.

18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

M/s. A N P M & Co. LLP, Mumbai is appointed as the Internal Auditors of the company for the Financial Year 2024-25.

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

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

19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Your Company had adopted Whistle Blower Policy / Vigil Mechanism Policy pursuant to the provisions of the Section 177(9) of the Companies Act, 2013 and the Companies (Meeting of Board and its Powers) Rules, 2014 and regulation 22 of the SEBI Listing Regulations. The Company has established a vigil mechanism and oversees through the Audit Committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of Employees and Directors who express their concerns. The Company has also provided direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of Companys employees and the Company. The Vigil Mechanism/ Whistle Blower Policy is available on Companys website at https://www.baweiastudios.com.

20. RISK MANAGEMENT

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

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

21. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2025 is available on the website of the Company at https://www.bawejastudios.com.

22. PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND SECURITIES

The particulars of loans given and investments made as at 31.03.2025 have been disclosed in the financial statements. There are no guarantees given and security provided by the Company during the year under review.

23. RELATED PARTY TRANSACTIONS

All contracts / arrangements / transactions entered by the Company during the financial year ended March 31, 2025 with related parties as specified u/s 188 (1) of Companies Act, 2013 were in the ordinary course of business and on an arms length basis.

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is given in “Annexure D" which forms part of this report.

24. CORPORATE GOVERNANCE

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

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

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

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2024-25.

25. GENERAL DISCLOSURES

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

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

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

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

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

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

VI. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of companys operations in future.

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

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

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

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

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

The Company has in place a policy for prevention of Sexual Harassment at the Workplace in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company is not required to constitute committee.

Disclosures in relation to the Sexual Harassment -<of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

Sr. No. Particulars	Number
1. Number of Complaints filed during the financial year	* ^ NIL
2. Number of Complaints disposed of during the financial year	NIL
3. Number of Complaints pending for more than ninety days	NIL

27. DISCLOSURES IN RELATION TO MATERNITY BENEFIT ACT, 1961:

During the year under review, there were no employees eligible to avail benefits under the Maternity Benefit Act, 1961. However, the Company remains fully compliant with the provisions of the Act and is committed to ensuring adherence to all applicable laws and regulations.

28. (a) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

(b) FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	FY 2024-25	FY 2023-24
Foreign Exchange Earnings	1,631.12	2,658.75
Foreign Exchange Expenditure	17.23	2,990.197

29. CORPORATE SOCIAL RESPONSIBILITY

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

30. DIRECTORS RESPONSIBILITY STATEMENT

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

(a) In the preparation of the Annual Accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2025 and of the profit of the Company for the year ended on that date;

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

(d) The annual accounts for the year ended 31^st March, 2025 have been prepared on a going concern basis;

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

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

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

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

32. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS

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

33. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

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

34. MAINTENANCE OF COST RECORDS:

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

35. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As on March 31, 2025 there is no unpaid/ unclaimed Dividend and the shares to be transferred to the Investor Education & Protection Fund.

36. SUBSIDIARIES/ ASSOCIATES/JOINT VENTURES:

The Company has no Joint ventures/Associate Companies as per the provisions of Companies Act, 2013 as on March 31, 2025. The company has incorporated a Wholly Owned Subsidiary Company in USA - M/s. Baweja Studios LLC, USA and Subsidiary Company in UK - M/s. Three Knot Studio Limited, UK. Till date, the Company has neither invested any capital in the subsidiary nor has the subsidiary commenced business operations.

37. CONSOLIDATED FINANCIAL STATEMENT:

The company has incorporated a Wholly Owned Subsidiary Company in USA - M/s. Baweja Studios LLC, USA and Subsidiary Company in UK - M/s. Three Knot Studio Limited, UK. Till date, the Company has neither invested any capital in the subsidiary nor has the subsidiary commenced business operations. Accordingly, the company has not prepared Consolidated Financial Statements for the year ended 31st March, 2025

38. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to NSE Ltd where the Companys Shares are listed.

39. PUBLIC DEPOSITS:

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

40. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the provisions of applicable Secretarial Standard issued by the Institute of Company Secretary of India with respect to the Board and General Meetings, as notified by the Ministry of Corporate Affairs of India.

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

During the year under review, there were no significant and material order passed by the Regulators or courts or Tribunals impacting the going concern status and its future operations.

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

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

43. ACKNOWLEDGEMENT:

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

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

By order of the Board of Directors,
For Baweja Studios Limited
Sd/-	Sd/-
Harman Baweja	Paramjit Baweja
Chairman and Managing Director	Director
DIN: 02663248	DIN: 02663280
Place: Mumbai
Date: 23/08/2025