Colorchips New Media Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting herewith the 40^th Annual Report on the business of the Company together with the Financial Statements for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS:

PARTICULARS	31.03.2025	31.03.2024
Total Revenue	67.59	35.41
Total Expenses	1070.92	118.93
Profit/loss before Tax	-1002.15	-81.92
Tax Expense including deferred tax	-	-5.30
Profit/loss after Tax	-1002.15	-76.62

2. DIVIDEND:

Despite putting the best efforts by the Board of Directors of the Company and due to the impact of COVID-19 pandemic on the Companys business activities, there was no scope to develop and enhance the business activities, thus, the Company could not generate the distributable profits for the FY 2024-25 and hence no dividend is proposed.

3. CHANGES IN SHARE CAPITAL:

During the year under review, the following changes took place pursuant to the approval of the shareholders in their 39^th AGM held on 14.05.2024:

• Increase in the authorized share capital from Rs. 18,50,00,000/- (Rupees Eighteen Crores Fifty Lakhs) divided into 9,25,00,000 Equity Shares of Rs. 2 each to INR 19,50,00,000 (Rupees Nineteen Crore Fifty Lakhs) divided in to 9,75,00,000 Equity Shares of Rs. 2 each by creation of 50,00,000 Equity Shares of Rs. 2 each.

• Consolidation of the entire authorised, issued, subscribed and paid up capital of the Company such that 5 (Five) fully paid up Equity Shares of the Company of face value of Re. 2/- (Rupee Two only) each were consolidated into 1 (One) fully paid-up Equity Share of face value of Rs. 10/- (Rupees Ten only) each.

Except as stated above, there were no changes in the Share Capital of the Company. Kindly refer Note 9 of the financial statements for details.

4. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business during the FY 2024-25.

5. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

6. TRANSFER TO RESERVES:

Details of reserves and surplus are disclosed in Note No 10 of the financial statements.

7. DEPOSITS:

The Company has neither accepted nor renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014.

8. SUBSIDIARIES:

There are no subsidiaries as at 31.03.2025.

9. MEETING OF INDEPENDENT DIRECTORS:

During the year under review, the Independent Directors met on 28-01-2025 inter alia, to discuss:

- Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

- Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors;

- Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

- All the Independent Directors were present at the Meeting.

10. BOARD MEETINGS:

During the year, 11 (Eleven) meetings of the Board of Directors were held as more particularly disclosed in the attached Report on Corporate Governance. The intervening gap between any two meetings was within the prescribed period. The number and dates of meetings held by the Board and its Committees, attendance of Directors and details of remuneration paid to them is given separately in Corporate Governance Report in terms of Section 134(3)(b) of the Companies Act, 2013.

11. BOARD EVALUATION:

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee Governance.

The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. The Chairman of the Board had one-on-one meetings with the Independent Directors. These meetings were intended to obtain Directors inputs on effectiveness of Board/Committee processes. Further, the Independent Directors at their meeting, reviewed the performance of Board, Chairman of the Board and of Non-Executive Directors.

12. CHANGE IN DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The following changes took place in the Composition of Board and KMPs during the year under review:

S. No Name	Particulars
1 Mr. Siram R L V N Kishore (DIN: 08208141)	Re-designated as Non-Executive and Independent Director of the Company vide approval of the Board in their meeting held on 22.04.2024 and further approved by shareholders in their 39th AGM held on 14.05.2024
2 Mr. Saurabh Ramdorai (DIN 07684410)	Appointed as Additional Director (Executive) vide approval of the Board in their meeting held on 22.04.2024 and further appointed as Director (Executive) pursuant to the approval of the shareholders in their 39th AGM held on 14.05.2024 Further, his designation was changed from Executive to Non Executive Director w.e.f 20.11.2024 vide approval of the Board in the meeting held on 20.11.2024
3 Dr. Srinivas Durga Venugopala Varahagiri (DIN: 07323835)	Appointment of as an Additional Director (Independent Category) vide approval of the Board in their meeting held on 22.04.2024 subject to the approval of the shareholders. The said resolution was not approved by the shareholders in their 39th AGM held on 14.05.2024 and accordingly he ceased to be a Director from the said date.
4 Ms. Pooja Upmanyu	Appointed as Company Secretary and compliance officer w.e.f 01.08.2024
5 Mr. Murty Vadlamani Venkata Satyanarayana (DIN 07514729)	Appointment as Additional Director (Non Executive) w.e.f 11.09.2024 subject to the approval of shareholders Resigned as Additional Director (Non Executive) w.e.f 20.11.2024

13. COMMITTEES OF THE BOARD:

The number of committees of the Board, its compositions, meetings etc., forms part of the Corporate Governance Report accompanied to this Annual Report.

14. STATUTORY AUDITORS:

M/s. Pavan & Associates., Chartered Accountants, Hyderabad, Firm Registration Number: 012132S were appointed as Statutory Auditors of the Company for a period of 5 Years, to hold office from the Conclusion of 37^th Annual General Meeting of the Company till the conclusion of 42^nd Annual General Meeting of the Company. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. Accordingly, the statutory audit for FY 202425 was done by the said auditors.

15. AUDITORS REPORT:

The Auditors Report for the FY 2024-25 does not contain any qualification, reservation or adverse remarks. Notes to Accounts and Auditors remarks in their report are selfexplanatory and do not call for any further comments. There were no frauds reported by the auditor in the Audit Report.

16. SECRETARIAL AUDIT REPORT:

The Board has appointed Ms. Sarada Putcha, Practicing Company Secretary, (C.P. No. 8735) as the Secretarial Auditors for the financial year 2024-25 to conduct the secretarial audit of the Company as required under Section 204 of the Companies Act, 2013 and rules made thereunder. The Secretarial Audit Report for FY 2024-25 forms part of this Annual Report as Annexure - I. The report does contains certain qualifications/ observations

Management response to observation made by the Secretarial Auditors:

The Company is in the process of obtaining the data from the HDFC Bank for filing the relevant IEPF form with the Registrar. The other lapses under the SEBI (LODR) Regulations were inadvertent in nature and are now closed upon payment of the necessary SOP Fine. The Company shall ensure that such lapses do not occur in the future. The other points mentioned in the report are self-explanatory and does not require any further comments. The Company shall ensure compliance in the future.

17. INTERNAL AUDITORS:

M/s S N Murthy & Co., Chartered Accountants, Hyderabad, (FRN: 014554S) are the Internal Auditors of the Company for the financial year ended 31^st March, 2025. There are no observations, qualifications or remarks in their reports.

18. MATERIAL EVENTS:

No material events and commitments affecting the financial position of your Company have occurred after the closure of the Financial Year 2024-25 till the date of this Report.

19. CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Section 135 of the Companies Act, 2013 in connection with corporate social responsibility are not applicable to the Company for the financial year under review.

20. INTERNAL FINANCIAL CONTROLS:

The Company has adequate internal financial controls which commensurate with the size of the business of the Company.

21. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, Your Directors confirm that:

i. In preparation of annual accounts for the financial year ended 31^st March, 2025 the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2025 and of the profit and loss of the Company for the year;

iii. The Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

22. REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is posted on the website of the Company.

23. VIGIL MECHANISM /WHISTLE BLOWER POLICY:

A vigil mechanism for directors and employees to report genuine concerns has been established. The vigil mechanism policy has been uploaded on the website of the Company.

24. RISK MANAGEMENT POLICY:

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. There are no material risks which threaten the very existence of the company.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE OUTGO:

Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-II.

26. EXTRACT OF ANNUAL RETURN:

The Boards Report along with annual return and other annexures are also uploaded at the investor section of the Companys website - www.colorchipsindia.com.

27. PARTICULARS OF EMPLOYEES:

Pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the financial year no employee was in receipt of remuneration of Rs. 1.02 Crore or more, or was employed for part of the year was in receipt of Rs. 8.5 Lakh or more a month.

Disclosure under Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - III.

28. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report is enclosed as Annexure - IV to this report.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of investment made by the Company are given in the Notes to the Financial Statements.

During the year under review, the Company has not granted any Loans or given guarantees covered under Section 186 of the Companies Act, 2013.

30. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) of sub regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the Securities and Exchange Board

of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

31. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were at an arms length basis and were in the ordinary course of business.

There were materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives however, the same has been entered considering the business requirement and in the best interest of the Companies. These transactions do not have a potential conflict with the interests of the Company.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, in Form AOC-2 and disclosures under Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure-V to this report.

32. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE:

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

33. 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 to the Company.

34. SECRETARIAL STANDARDS:

The Company has complied with all the applicable provisions of the secretarial standards as applicable to the Company.

35. LISTING:

Your Companys shares are listed on the BSE Limited and the Company has paid the listing fee for the Financial Year 2024-25.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND MATERNITY BENEFIT ACT 1961

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints

received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the year:

(a) number of complaints of sexual harassment received in the year - Nil;

(b) number of complaints disposed off during the year- Nil; and

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

The Company confirms that it has complied with the provisions of the Maternity Benefit Act, 1961, as applicable to eligible employees during the financial year.

37. HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

38. INSIDER TRADING REGULATIONS:

The Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Insiders ("the Code") in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations). The Code is applicable to Promoters, Member of Promoters Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company has also formulated The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the SEBI (PIT) Amendment Regulations, 2018. This Code is displayed on the Companys website.

39. DETAILS OF APPLICATION MADE OR ANY PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, the Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

40. 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:

During the year under review, the Company has not made any one time settlement while taking any loans from the Banks or Financial Institutions.

41. ACKNOWLEDGEMENT:

Your Directors place on record their appreciation of the continued patronage extended to the Company by bankers, dealers, customers, suppliers, employees and shareholders. The trust reposed in your Company by its esteemed customers helped stabilized growth during the year review.

By order of the Board

For COLORCHIPS NEW MEDIA LIMITED

SD/- SRINIVASA SUDHISH RAMABHOTLA Managing Director DIN: 00027816

Place: Hyderabad

Date: 08.09.2025