Connplex Cinemas Ltd Directors Report

To

The Members of

CONNPLEX CINEMAS LIMITED

(Previously Known as VCS Industries Limited)

Ahmedabad

Your Directors have pleasure in presenting their 11th Boards Report on the business and operations of your Company together with the Standalone Audited Financial Statements and the Auditors Report of your Company for the Financial Year ended on March 31, 2026.

1. FINANCIAL HIGHLIGHTS:

In compliance with the provisions of the Companies Act, 2013 (“Act”), and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Company has prepared its standalone financial statements as per Schedule III of the Companies Act, 2013. The information about the assets, liabilities, incomes, expenditures etc. has been disclosed in detailed manner in the Balance Sheet, Profit and Loss Account, Schedules, and Notes of Accounts. The summarized financial results of the company along with figures for the previous year are as follows:

(Amounts in Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	14752.06	9560.96
Other Income	258.30	117.22
Total Income	15010.36	9678.18
Total Expenses	11525.35	7103.96
Profit Before Exceptional and Extraordinary Items and Tax	3485.01	2574.21
Less: Exceptional and Extraordinary Items	0.00	0.00
Profit Before Tax (PBT)	3485.01	2574.21
Less/(Add): Provision for Tax	0.00	0.00
- Current Tax/MAT	868.65	677.44
- Deferred Tax	8.44	(0.69)
Profit/(Loss) for the year	2607.92	1897.46
Earning Per Share (EPS)	15.15	13.55

2. KEY FINANCIALS AS ON MARCH 31,2026:

The Revenue from Operations of the Company for the financial year ended March 31, 2026 stood at Rs. 14,752.06/- Lakhs as against Rs. 9,560.96/- Lakhs in the previous financial year, registering an increase of 54.29%.

The Company earned a Profit of Rs. 2,607.92/- Lakhs during the year under review as compared to Rs. 1,897.46/- Lakhs in the previous year, reflecting an increase of 37.44%.

Your Directors are pleased with the Companys performance during the year and are optimistic about achieving improved results in the coming years.

3. STOCK EXCHANGE LISTING:

During the financial year under review, the Company achieved a significant milestone with the successful listing of its Equity Shares on the SME Platform of the National Stock Exchange of India Limited on August 14, 2025. The listing marks an important step in the Companys growth journey and is expected to strengthen its financial position and support future expansion plans.

IPO Highlights:

During the financial year 2025 -26, the Company has issued 51,00,000 Equity shares through Initial Public Offer (IPO) at the Issue Price of Rs. 177 each (including premium of Rs. 167) raising capital of Rs. 9027.00 Lakhs. Out of 51,00,000 shares issued, 2,56,000 shares were reserved for the Market Makers and the remaining shares were issued to the Public.

4. VARIATION IN IPO OBIECT:

During the financial year 2025-26, the Company successfully came out with an Initial Public Offer (“IPO”) comprising 51,00,000 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 177/- per Equity Share, aggregating to Rs. 9,027.00 Lakhs. The proceeds of the IPO are proposed to be utilised for the objects as stated in the Prospectus, as mentioned below:

1. Funding capital expenditure requirement for purchase of corporate office;

2. Funding capital expenditure requirement of purchase of LED Screens and Projectors;

3. Funding Working Capital Requirement;

4. Funding General Corporate Purposes;

5. Public Issue Related Expenses.

However, during the year under review, with the approval of shareholders through Postal Ballot on February 05, 2026, the Company varied the object of utilization of IPO proceeds relating to the purchase of corporate office premises. Accordingly, the proposed office location was changed from “Mondeal Two”, Ambli Road, Ahmedabad to “Sakar One”, Thaltej-Shilaj Main Road, Ahmedabad, at a same consideration of Rs. 1,479.00 lakh. The Board, after evaluating various alternatives and prevailing market conditions, considered the acquisition of the new premises to be in the best interest of the Company, enabling efficient utilization of funds and supporting the Companys operational and long-term strategic requirements.

5. DIVIDEND:

During the year under review, your Directors do not recommend any Dividend for the current financial year.

6. TRANSFER TO RESERVES

During the year, no amount was transferred to any of the reserves of the Company.

7. CHANGES IN NATURE OF BUSINESS

During the year under review, there is no Change in the nature of the business of the Company.

8. MATERIAL CHANGES AND COMMITMENTS:

There has been no material change and commitment affecting the financial position of the Company which have occurred between the end of the financial year of the Company i.e. March 31, 2026 and the date of this report unless otherwise reported separately in this report. However, following material events occurred during financial year 2025-26:

• During the financial year under review, the Company achieved a significant milestone with the successful listing of its Equity Shares on the SME Platform of the National Stock Exchange of India Limited on August 14, 2025.

• During the financial year under review, with the approval of shareholders through Postal Ballot on November 10, 2025, the company approved Connplex Cinemas Limited- Employee Stock Option Scheme 2025 for 2,00,000 Equity shares of the Company, its subsidiaries and other group companies, if any.

• During the financial year under review, with the approval of shareholders through Postal Ballot on February 05, 2026, the Company varied the object of utilization of IPO proceeds relating to the purchase of corporate office premises. Accordingly, the proposed office location was changed from “Mondeal Two”, Ambli Road, Ahmedabad to “Sakar One”, Thaltej-Shilaj Main Road, Ahmedabad, at a same consideration of Rs. 1,479.00 lakh.

9. NAME CHANGE OF THE COMPANY:

The Company has changed its name from “VCS Industries Limited” to “Connplex Cinemas Limited” after obtaining the approval of members in the Extra Ordinary General Meeting held on July 02, 2024 & accordingly the Memorandum and Articles of Association were altered by substituting the old name with the new one.

10. DETAILS OF SUBSIDIARY. JOINT VENTURE OR ASSOCIATES

During the year under review, the Company does not have any Subsidiary, Joint venture or Associate Company.

11. DEPOSITS

During the year under review, your Company has not accepted any public deposits within the ambit of Section 73 read with Companies (Acceptance of Deposits) Rules, 2014 made under Chapter V of the Act and any other provisions of the Act, read with rules made there under. As on March 31, 2026, there were no deposits lying unpaid or unclaimed.

12. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of Companies Act, 2013, the Annual Return is available on the website of the Company at www.theconnplex.com.

13. BOARD MEETINGS:

During the Financial Year 2025-26, Twelve (12) meetings of the Board of Directors were held and the maximum time gap between two meetings did not exceed one hundred and twenty days.

The dates of the Board meetings and Number of Board Meetings attended by each Director are as under:

Sr no	Date of board meeting	Board Strength	No. of Director Present
1	23.05.2025	5	5
2	27.05.2025	5	5
3	07.06.2025	5	5
4	07.07.2025	5	5
5	02.08.2025	5	5
6	12.08.2025	5	5
7	12.08.2025	5	5
8	06.09.2025	5	5
9	07.10.2025	5	5
10	10.11.2025	5	5
11	02.01.2026	5	4
12	14.02.2026	5	5

 

Sr no	Name of Director	Whether Attended Previous AGM held on July 19, 2025	No. of Board Meetings Held	Board Meeting Attended	% Of Attendance
1	Mr. Anish Tulshibhai Patel	YES	12	11	91.67%
2	Mr. Rahul Kamleshbhai Dhyani	YES	12	12	100%
3	Mr. Parshwa Shah	YES	12	12	100%
4	Mr. Ronak Ashokbhai Mehta	YES	12	12	100%
5	Ms. Amisha Fenil Shah	YES	12	12	100%

14. GENERAL BODY MEETINGS

During the financial year under review, following general meeting were held:

Sr. no	Types of Meeting	Day and Date of Meeting
1	10th Annual General Meeting of the company	Saturday, July 19, 2025
2	Extraordinary General Meeting of the Company	Tuesday, September 30, 2025

Following 2 (Two) Special resolution was put through Postal Ballot during FY 2025-26.

i. Postal ballot held on November 10, 2025 for Approval of Connplex Cinemas Limited - Employee Stock Option Scheme 2025 for 2,00,000 Equity Shares of the Company, its subsidiaries and other group companies, if any.

ii. Postal Ballot held on February 05, 2026 for Variation in the Object of the Initial Public Offering (“IPO”) proceeds i.e. change in corporate office from “Mondeal Two” (Office No. 1104 to 1108), Near Antriksh Colony BRTS, beside Double Tree by Hilton hotel, Ambli Rd, Vikram nagar, Bopal, Guajrat-380054, India to “Sakar One” (3rd floor: Office Number 301 to 305), Thaltej-Shilaj Main Road, Opp. Zion Prim Ahmedabad-380059, at price of Rs. 1,479.00 lakh.

The Board of Directors had appointed M/s. A B Udani and Associates, Company Secretaries as the Scrutiniser for conducting the Extra-ordinary General Meeting and postal ballot (e-voting process) in a fair and transparent manner.

All the above-mentioned resolutions passed with the requisite majority.

15. ANNUAL LISTING FEES:

The Equity share of the Company is listed on SME Emerge platform of National Stock Exchange of India Limited (NSE). Annual Listing Fee for the Financial Year 2026-27 has been paid to NSE.

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no change in the Board of Directors of the Company.

In accordance with the provisions of the Section 152 and other applicable provisions, if any, of the Act Mr. Anish Tulshibhai Patel (DIN: 07823715), Managing Director, retires by rotation at the ensuing 11th AGM and being eligible, has offered themself for re-appointment. Brief details of Mr. Anish Tulshibhai Patel (DIN: 07823715), Managing Director are given in the Annexure to the Notice of 11th AGM.

Key Managerial Personnel:

During the year under review, the Board of Directors appointed Mr. Raj Kumar Pareek as Company Secretary (CS) of the Company w.e.f. November 10,2025 due to resignation of Ms. Ratika Khandelwal on October 9, 2025.

The Following are Key Managerial Personnel (KMP) of the Company as on March 31, 2026:

Sr. No.	Name of KMP	Designation
1.	Anish Tulshibhai Patel	Managing Director
2.	Rahul Kamleshbhai Dhyani	Joint Managing Director
3.	Pujan Thakkar	Chief Financial Officer
4.	#Ratika Khandelwal	Company Secretary
5.	*Raj Kumar Pareek	Company Secretary

#Resigned on October 09, 2025 *Appointed on November 10, 2025

17. CHANGES IN SHARE CAPITAL

a) Authorised Share Capital:

The Authorised Share Capital of the Company as on March 31, 2026 was Rs. 20,00,00,000/- (Rupees Twenty Crores Only) divided into 2,00,00,000 (Two Crores) Equity Shares of Rs. 10/- (Rupees Ten Only) each.

b) Paid Up Share Capital:

During the Financial Year 2025-26, the Issued, Subscribed, and Paid-Up Equity Share Capital of the Company increased from Rs. 14,00,00,000/- (Rupees Fourteen Crores Only) comprising 1,40,00,000 (One Crore Forty Lakhs) Equity Shares of Rs. 10/- each to Rs. 19,10,00,000/- (Rupees Nineteen Crores Ten Lakhs Only) comprising 1,91,00,000 (One Crore Ninety-One Lakhs) Equity Shares of Rs. 10/- each.

The increase in the Paid-Up Equity Share Capital was on account of allotment of 51,00,000 (Fifty-One Lakhs) Equity Shares of Rs. 10/- each pursuant to the Initial Public Offer (“IPO”) of the Company on August 12, 2025.

Accordingly, as on March 31, 2026, the Issued, Subscribed, and Paid-Up Equity Share Capital of the Company stood at Rs. 19,10,00,000/- (Rupees Nineteen Crores Ten Lakhs Only) comprising 1,91,00,000 (One Crore Ninety-One Lakhs) Equity Shares of Rs. 10/- each.

18. AUDIT COMMITTEE:

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Act and Regulation 18 of the Listing Regulations. The members of the Audit Committee are financially literate and have experience in financial management.

The composition of the Audit Committee is detailed below:

Name of the Director	Status in Committee	Category of Directorship
Mr. Ronak Mehta	Chairman	Non-Executive Independent-Director
Mr. Parshwa Bhavikbhai Shah	Member	Non-Executive Independent-Director
Mr. Anish Tulshibhai Patel	Member	Managing Director

During the Financial Year 2025-26, the Audit Committee met 8 (Eight) times, with the gap between any two meetings not exceeding 120 days, in compliance with the applicable statutory requirements. The details of the meetings held and attendance of members are provided below.

Sr no	Date of Audit Committee Meeting	Committee Strength	No. of Members Present
1	23.05.2025	3	3
2	07.07.2025	3	3
3	10.07.2025	3	3
4	06.09.2025	3	3
5	07.10.2025	3	3
6	10.11.2025	3	3
7	02.01.2026	3	2
8	14.02.2026	3	3

 

Sr no	Name of Member	Whether Attended Previous AGM held on July 19, 2025	No. of Audit Committee Meetings Held y\	Audit Committee Meeting Attended	% Of Attendance
1	Mr. Ronak Mehta	YES	8	8	100%
2	Mr. Parshwa Bhavikbhai Shah	YES	8	8	100%
3	Mr. Anish Tulshibhai Patel	YES	8	7	87.5%

The Committee invites the Statutory Auditors, Internal Auditors and other related functional executives of the Company to attend the meeting when required.

Ms. Ratika Khandelwal, Company Secretary act as Secretary to the Committee upto October 09, 2025.

Mr. Raj Kumar Pareek, Company Secretary act as Secretary to the Committee from November 10, 2025.

Further, the scope, function and terms of reference of the Audit Committee shall as per Section 177 of the Companies Act, 2013 and its rules thereunder and Regulation 18 of the Listing Regulations.

19. NOMINATION & REMUNERATION COMMITTEE AND COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The role of the Nomination and Remuneration Committee is governed by its Policy and its composition is in compliance with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations.

The composition of the Nomination and Remuneration Committee is detailed below:

Name of the Director	Status in Committee	Category of Directorship
Mr. Parshwa Bhavikbhai Shah	Chairman	Non-Executive Independent-Director
Mr. Ronak Mehta	Member	Non-Executive Independent-Director
Mrs. Amisha Fenil Shah	Member	Non-Executive Independent-Director

During the Financial Year 2025-26, 3 (Three) meetings of the Nomination and Remuneration Committee were held on the following dates. The details of the meetings held and attendance of the members are provided below.

Sr no	Date of Nomination and Remuneration Committee Meeting	Committee Strength	No. of Members Present
1	23.05.2025	3	3
2	07.10.2025	3	3
3	10.11.2025	3	3

 

Sr no	Name of Member	Whether Attended Previous AGM held on July 19, 2025	No. of Nomination and Remuneration Committee Meeting Held	Nomination and Remuneration Committee Meeting Attended	% Of Attendance
1	Mr. Parshwa Bhavikbhai Shah	YES	3	3	100%
2	Mr. Ronak Mehta	YES	3	3	100%
3	Mrs. Amisha Fenil Shah	YES	3	3	100%

Ms. Ratika Khandelwal, Company Secretary act as Secretary to the Committee upto October 09, 2025.

Mr. Raj Kumar Pareek, Company Secretary act as Secretary to the Committee from November 10, 2025.

Further, the scope, function and terms of reference of the Nomination & Remuneration Committee shall as per Section 178 of the Companies Act, 2013 and its rules thereunder and Regulation 19 of the Listing Regulations.

The Company also adopted a policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters as provided under Section 178 of the Companies Act, 2013.

The Nomination and Remuneration Policy of the Company has been uploaded on the Companys website and can be accessed at: https: / / theconnplex. com/ investors

Details of Remuneration:

• Remuneration to Non-Executive Directors (including Independent Directors):

The Non-Executive Directors of the Company are paid remuneration by way of sitting fees. During the Financial Year 2025-26, the Company paid sitting fees to the Directors for attending meetings of the Board/Committee.

• Remuneration to Executive Directors:

The Board decides the remuneration structure for Executive Directors etc. On the recommendation of the Nomination and Remuneration Committee, the Remuneration payable is approved by the Board of Directors and by the members in the General Meeting in terms of provisions applicable from time to time.

Disclosure of Additional Details under Schedule V of the Companies Act, 2013

In compliance with the requirements of Section 178 and Clause IV of Section II of Part II of Schedule V of the Companies Act, 2013, read with Rules framed thereunder (as amended) the details of Remuneration of the Directors and Key Managerial personnel for the financial year 2026 is as follows:

Name of Director and KMP	Salary	Sitting Fees
Anish Tulshibhai Patel	72,00,000	-
Rahul Kamleshbhai Dhyani	72,00,000	-
Parshwa Bhavikbhai Shah	-	1,05,000
Ronak Mehta	-	1,05,000
Amisha Fennil Shah	-	1,05,000
Pujan Ashvinbhai Thakkar	12,76,100	-
Ratika Khandelwal*	1,12,000	-
Raj Kumar Pareek#	3,00,000	-

*Resigned on October 09, 2025 #Appointed on November 10, 2025

During the year under review, no commission, perquisites, bonus and Stock options given to any directors or key managerial personnel.

20. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The composition of the Stakeholder Relationship Committee is in compliance with the provisions of Section 178 of the Act and Regulation 20 of the Listing Regulations.

The constitution of the Stakeholders Relationship Committee is detailed below:

Name of the Director	Status in Committee	Category of Directorship
Ms. Amisha Shah	Chairperson	Non-Executive-Independent Director
Mr. Rahul Dhyani	Member	Joint Managing Director
Mr. Anish Patel	Member	Managing Director

During the Financial Year 2025-26, 1 (One) meetings of the Stakeholders Relationship Committee were held on the following date. The details of the meeting held and attendance of the members are provided below.

Sr no	Date of Stakeholders Relationship Committee Meeting	Committee Strength	No. of Members Present
1	10.11.2025	3	3

 

Sr no	Name of Member	Whether Attended Previous AGM held on July 19, 2025	No. of Stakeholders Relationship Committee Meeting Held	Stakeholders Relationship Committee Meeting Attended	% Of Attendance
1	Ms. Amisha Shah	YES	1	1	100%
2	Mr. Rahul Dhyani	YES	1	1	100%
3	Mr. Anish Patel	YES	1	1	100%

Further, the scope, function and terms of reference of the Stakeholders Relationship Committee shall as per provisions of the Companies Act, 2013 and its rules thereunder and Regulation 20 of the Listing Regulations.

21. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee as per provisions of the Section 135 of the Companies Act, 2013 and rules made thereunder and has framed a CSR Policy.

The Composition of the Corporate Social Responsibility Committee of the Board of Directors of the Company along with the details of the meetings attended by the members of the Committee during the Financial Year 2025-26 is detailed below:

Name of the Director	Status in Committee	Category of Directorship	Meetings Entitled to attend	Meetings Attended
Mr. Rahul Kamleshbhai Dhyani	Chairman	Joint Managing Director	01	01
Mr. Anish Tulshibhai Patel	Member	Managing Director	01	01
Mr. Ronak Ashokbhai Mehta	Member	Non-Executive- Independent Director	01	01

During the Financial Year 2025-26, 1 (One) meeting of the Corporate Social Responsibility Committee was held on July 07, 2025:

The Annual Report on CSR activities is annexed to this Report as Annexure - A.

The CSR policy is available on your Companys website at https://theconnplex.com/investors.

22. BOARD EVALUATION:

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, interalia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors. The annual performance evaluation of the Board, its Committees and each Director has been carried out for the Financial Year 2025-26 in accordance with the framework.

The annual performance evaluation of the Board, the Chairman, Committees and each Director has been carried out in accordance with the framework. The summary of the evaluation reports was presented to the respective Committees and the Board. The Directors had given positive feedback on the overall functioning of the Committees and the Board.

23. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

Since the Company has not declared dividend during the year, provisions of Section 125 (2) of the Companies Act, 2013 does not apply.

24. STATEMENT ON THE DECLARATION GIVEN BY INDEPENDENT DIRECTOR PURSUANT TO SECTION 149(6) OF THE ACT

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”). They have registered their names in the Independent Directors data-bank. They have also affirmed compliance to the Conduct for Independent Directors as prescribed in Schedule IV of the Act. In the opinion of the Board, the Independent Directors of the Company fulfil the conditions specified under the Act and Listing Regulations and are independent of the management.

25. 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 is furnished as under.

a) Conservation of Energy:

Your Company has always been conscious of need for conservation of energy and energy conversion measures. Efforts are continuously made by the Company to minimize wastages, optimal utilization of energy.

Steps taken for conservation	No specific measures were taken
Steps taken for utilizing alternate sources of energy	NIL
Capital investment on energy conservation equipment	NIL

b) Technology Absorption:

Efforts made for technology absorption	Not Applicable
Benefits derived	Not Applicable

Imported Technology

Details of technology imported	No technology was imported during the year with respect to energy conservation
Year of import	Not Applicable
Whether imported technology fully absorbed	Not Applicable
Areas where absorption of imported technology has not taken place, if any	Not Applicable

c) Foreign Exchange Earnings/ Outgo:

There is no foreign exchange earnings and outgo during the year under review.

Sr. No.	Transaction	Foreign Exchange Earning	Foreign Exchange Outgo
-	-	-	-

26. MANAGEMENT DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis Report for the year under review, as stipulated under Listing Regulations, is presented in a separate section, forming a part of this Annual Report.

27. SIGNIFICANT AND MATERIAL ORDERS:

There are not significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

28. AUDITORS:

a. Statutory Auditor:.

M/s. Krutesh Patel & Associates, Chartered Accountants (Firm Registration No. 100865W), were appointed as Statutory Auditors of the Company at the Extra-ordinary General Meeting held on September 30, 2025, to fill the casual vacancy caused by the resignation of M/s. Nalin K. Thakkar & Co., Chartered Accountants (Firm Registration No. 116546W). The said auditors hold office up to the conclusion of this Annual General Meeting.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Board of Directors has recommended the appointment of M/s. Krutesh Patel & Associates, Chartered Accountants (Firm Registration No. 100865W), as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of this Annual General Meeting until the conclusion of the 16th Annual General Meeting of the Company, subject to the approval of the members.

The Board has duly examined the Statutory Auditors Report to the Financial Statements for the year ended on March 31, 2026, which is self-explanatory. Clarifications, wherever necessary, have been included in the Notes to Financial Statements section of this Annual report.

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act, read with the rules made thereunder, the Board had appointed M/s. A B Udani and Associates, Practicing Company Secretaries (Peer reviewed certificate number: 5337/2023) for the financial year 2025-26.

Your Company has obtained Secretarial Audit Report as required under Section 2 04(1) of the Act, from M/s. A B Udani and Associates, Practicing Company Secretaries. The said Report is attached with this Report as Annexure - B.

There are no remarks / qualification in the Secretarial Audit Report, hence no explanation has been offered.

c. Cost Auditor:

The Company is not required to maintain cost records as specified u/s 148(1) of the Companies Act, 2013 read with the applicable rules thereon. Hence the Cost Audit is not applicable to the Company.

d. Internal Auditor:

Pursuant to the provisions of Section 138 of the Act, read with the rules made thereunder, the Board had appointed M/s. Nikhil S. Katrodia & Co. Chartered Accountants as the Internal Auditor of the Company financial year2025-26.

The audit conducted by the Internal Auditor is based on an internal audit plan, which is reviewed each year in consultation with the Audit Committee. As per the report of the Internal Auditor, the policies, processes, and internal controls in the Company are generally adhered to while conducting the business. Further, Internal auditors periodically appraise the Audit Committee on findings/observation of Internal Audit and actions taken thereon.

29. 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 Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Act.

30. AGREEMENTS BINDING ON THE COMPANY:

As on March 31, 2026, and as on the date of this report the Company or any of its Promoters, KMP, Management, Employees, Shareholders, Related Parties, has not entered into any Agreement, which has the purpose and effect of impact the management or control of the Company, or any other agreement covered in clause 5A of paragraph A of Part A of Schedule III SEBI Listing Regulations.

31. EXPLANATIONS! / COMMENTS! ON QUALIFICATIONS! / RESERVATIONS! / ADVERSE REMARKS! / DISCLAIMER BY STATUTORY AUDITOR IN THEIR RESPECTIVE REPORT:

There is neither any qualification /reservation/ adverse remark nor any disclaimer by statutory Auditors in their report and accordingly no explanation/ comment is required.

32. DIRECTORS RESPONSIBILITY STATEMENT:

i. Your Directors have followed the applicable accounting standards along with proper explanation relating to material departure, if any, while preparing the annual accounts;

ii. Your 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 financial year and of the profit of the Company for the period;

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

iv. Your Directors have prepared the annual accounts on a going concern basis.

v. Your Directors have laid down proper internal financial control which are adequate and are operating effectively; and

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

33. CORPORATE GOVERNANCE:

The provisions relating to Corporate Governance as prescribed under Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, since the Company is listed on the SME Platform of the National Stock Exchange of India Limited. Accordingly, the Corporate Governance Report for the financial year under review does not form part of this Annual Report.

34. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT U/S 186 OF THE COMPANIES ACT 2013:

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements, which forms a part of this Annual Report.

35. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTICULARS REFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:

All transactions entered with Related Parties as defined under Section 2(76) of the Companies Act, 2013 and Regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”) during the Financial Year under review were on an arms length basis and were in the ordinary course of business. Prior omnibus approval was obtained on a yearly basis for the transactions which were of a foreseeable and repetitive nature and the same were further executed on arms length basis and in the ordinary course of business.

The particulars of contracts or arrangements with Related parties referred to in Section 188(1) of the Companies Act, 2013 read with rules made thereunder are disclosed in Form No. AOC-2, which is attached as Annexure-C of this report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys Website at www.theconnplex.com.

36. DISCLOSURE REGARDING EMPLOYEE STOCK OPTIONS:

During the year under review, the company launched the Connplex Cinemas Limited - Employee Stock Option Scheme 2025 for 2,00,000 Equity Shares via postal ballot dated November 10, 2025.

Connplex Cinemas Limited - Employee Stock Option Plan(s) (“the Schemes”) are administered under the instructions and supervision of the Nomination and Remuneration Committee (“NRC”).

The Schemes are in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (“SEBI SBEBSE Regulations”). The Company has received a certificate from the Secretarial Auditors of the Company that the Schemes are implemented in accordance with the SEBI SBEBSE Regulations. A copy of the certificate would be available at the AGM for inspection by Members. The applicable disclosures as stipulated under SEBI SBEBSE Regulations with regard to Employees Stock Option Plans of the Company are available on the website of the Company at www.theconnplex.com.

Details of the Employees Stock Option Scheme(s) is available on the website of the Company at www.theconnplex.com.

37. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMNET POLICY FOR THE COMPANY:

The Company considers that risk is an integral part of its business and therefore, it takes proper steps to manage all risks in a proactive and efficient manner. The Board periodically reviews the operations of the Company and identifies the risk / potential risk, if any to the Company and implement the necessary course of action(s) which the Board deems fit in the best interest of the Company.

38. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:

The Company has a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. A vigil (Whistle Blower) mechanism provides a channel to the employees and Directors to report to the Management, concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director / Chairman of the Audit Committee in exceptional cases. During the year under review, no Complaints have been received by the Company from any Whistle Blower.

39. PARTICULARS OF EMPLOYEES:

Disclosures pertaining 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 is attached as Annexure - D which forms part of this report.

The statement containing particulars of employees as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. If any member is interested in obtaining a copy thereof, such Member may write to the Company at cs@theconnplex.com in this regard.

40. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal financial control systems commensurate with the nature of its business, size and complexity of operations. The internal financial controls are an integral part of the Companys risk management framework and are designed to ensure the orderly and efficient conduct of business, adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information and disclosures. These controls have been documented, digitised and embedded within the business processes, and their effectiveness is regularly monitored through management reviews, control self-assessments, continuous monitoring by functional experts, and testing by the statutory auditors during the course of their audits. The Board believes that the Companys internal financial control systems are adequate and operating effectively.

41. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under the policy. During the Financial Year under review, no complaint has been received by the Company. The Company is committed to provide a safe and conducive work environment to all its employees and associates.

The Company has in place an effective mechanism for dealing with complaints relating to sexual harassment at workplace. The details relating to the number of complaints received and disposed of during the Financial Year 2025- 26 are as under:

Number of complaints filed during the Financial Year	0
Number of complaints disposed of during the Financial Year	NA
Number of Complaints pending for more than Ninety days	NA

The Policy for prevention of Sexual Harassment is available on the Companys website at www.theconnplex.com.

42. CODE OF CONDUCT AND PROHIBITION OF INSIDER TRADING:

The Company has implemented robust governance frameworks, including a Code of Conduct for Prevention of Insider Trading and a Code of Conduct for Board Members and Senior Management, to regulate and monitor trading in the Companys shares. Designated Persons and Insiders are prohibited from trading while in possession of unpublished price sensitive information or during closure of the trading window. The codes prescribe detailed guidelines, disclosure requirements, and compliance procedures, while also emphasizing the consequences of non-compliance.

During the year under review, the Company reported no instances of non-compliance, and all Board Members and Senior Management personnel confirmed their adherence to the applicable codes of conduct.

The Code of Conduct of Board of Directors is also available on the Companys website www.theconnplex.com.

43. DISCLOSURE RELATING TO SWEAT EQUITY SHARES:

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

44. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any Equity Shares with Differential Rights during the year under review.

45. SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

46. MATERNITY BENEFIT ACT 1961

The company has complied with the provisions pertaining to Maternity Benefits Act, 1961 during the FY 2025-26.

47. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

Male Employees: 119 Female Employees: 23 Transgender Employees: Nil

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

48. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of the company under the Insolvency and Bankruptcy Code 2016.

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

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

ACKNOWLEDGEMENT:

The Board of Directors thank the Companys employees, customers, vendors, investors and others stakeholders for their continuous support. The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

	BY ORDER OF THE BOARD,
	For, CONNPLEX CINEMAS LIMITED
	(Previously Known as VCSIndustries Limited)
	Sd/-	Sd/-
	Anish Tulshibhai Patel	Rahul Kamleshbhai Dhyani
	Managing Director	Joint Managing Director
	DIN:07823715	DIN: 05172592
Date : August 19, 2026
Place : Ahmedabad