Creative Eye Ltd Directors Report

BOARD OF DIRECTORS REPORT

To,

The Members,

Creative Eye Limited

Dear Members,

The Board of Directors are pleased to present the 40^th Annual Report and the Companys Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL RESULTS:

		(Rs. In Lacs)
PARTICULARS	31.03.2026	31.03.2025
Revenue From Operations	42.158	260.80
Less: Cost of Production	0.00	0.00
Gross Profit/loss	42.158	260.80
Other Income	74.72	87.54
Total	116.88	348.34
Less: Other Expenses before interest and Depreciation	218.17	323.33
Operating Profit/(Loss)	(101.29)	25.01
Less: Interest	73.05	90.27
Less: Depreciation	5.76	6.49
Net Profit/(Loss) before Tax	(517.89)	(71.75)
Less: Provision for Deferred Tax	0	0
Less: Current Tax (MAT)	0	0
Less: Taxation Adjustments for earlier year (including MAT Credit Entitlement)	0	0
Net Profit/(Loss) after tax	(517.89)	(71.75)
Other Comprehensive income /(Loss) for the year	7.20	5.54
Total Comprehensive income /(Loss) for the year	(525.09)	(66.21)
Earning per share
Basic	(2.58)	(0.36)
Diluted	(2.58)	(0.36)

2. COMPANYS FINANCIAL PERFORMANCE

During the year under review, your Company has registered total income of Rs 42.158 Lakhs as compared to Rs. 260.80 lakhs in the previous year. Further, the Company has incurred loss before tax Rs. 517.89 Lakhs as compared to Rs. (71.75) lakhs in the previous year. Out of total loss of Rs. 517.89 Lakhs Exceptional Loss of Rs.337.79 Lakhs arise due to settlement awards with PBBCI - Doordarshan New Delhi.

During the year under review, there has been no change in the nature of the business of the Company. Our Company has started new You Tube Channel by name of Creative Eye Limited. Company has produced new Micro-drama in vertical & horizontal format. The company has planned to give ground Floor and basement on rental Basis & keep 1^st Floor for Business operation Purpose.

Future Projects and Expansion Plan

The Company is expanding its content portfolio across digital, television, syndication and feature films. It has launched its YouTube channel and is developing original shows, including two new shows,Feature film projects *"Bhawanai"* and an *untitled project with Ultra* are under development, with shoots planned for November 2026 and March 2027, respectively. The Company has also completed *"Ishq Kills"*, a vertical/horizontal-format show, for release and syndication. The Company continues to develop and pitch web series, television and film projects to various platforms and content partners, with the objective of building a scalable, multi-platform content pipeline and strong intellectual properties.

3. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, affecting the financial position of the Company subsequent to the close of FY 2025-26 till the date of this report.

4. SHARE CAPITAL:

During the year under review, there was no change in the authorized, subscribed and paid-up share capital of the Company.

5. DIVIDEND:

In order to conserve the resources of the Company and for long term requirements of funds, the Board of Directors has not recommended any dividend for the financial year March 31,2026.

6. TRANSFER TO RESERVES:

Your Board does not propose to transfer any amount to reserves during the Financial Year 2025-26 except for carrying forward of profits after tax to its respective reserve.

7. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY:

The Company has no subsidiary/joint venture/associate company and hence consolidation and applicable provision under the Companies Act, 2013 and Rules made there under are not applicable to the Company.

8. COMPOSITION OF BOARD AND STATUTORY COMMITTEES:

• Directors Appointments / Re-appointments:

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Ashutosh Dheeraj Kumar Kochhar retires by rotation at this Annual General Meeting, and being eligible, offers himself for reappointment. The Board of Directors recommend the reappointment of Mr. Ashutosh Dheeraj Kumar Kochhar. Brief details of Mr. Ashutosh Dheeraj Kumar Kochhar are given in the Annexure A of the Notice of this AGM.

• Relationship between Directors Inter-se:

The details of inter-se relationship between Directors are given in the Corporate Governance Report, which forms part of this Annual Report.

• Meetings of Board of Directors:

During the financial year 2025-2026, 10 (Ten) meetings of the Board of Directors were held on 27.05.2025, 08.08.2025, 28.08.2025, 16.09.2025, 06.10.2025, 08.12.2025, 22.12.2025, 20.01.2026, 16.02.2026, 17.02.2026.

• Committees of the Board:

The Company has duly constituted the Committees of the Board as required under the Act read with applicable Rules made thereunder and the Listing Regulations, as amended from time to time.

• Directors Responsibility Statement

Pursuant to the requirement under Section 134(5) of the Act, the Board of Directors to the best of their knowledge and ability confirm that:

a) In the preparation of the annual financial statements for the year ended 31^st March, 2026 all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) Accounting policies selected have been applied consistently and reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the company at the end of the year under review and the profit and loss of the Company for the year under review;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The annual accounts of your Company have been prepared on a going concern basis;

e) Internal financial controls were laid down & followed by your company and it was ensured that such internal financial controls are adequate and were operating effectively; and

f) Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

• Declaration By an Independent Director (S):

All the Independent Directors have duly confirmed that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Provision related to registration of name in IICA are followed by Company. During the year, there has been no change in the circumstances which may affect their position as Independent Director.

Further, the Independent Directors have also affirmed compliance with the Code of Conduct adopted by the Company. The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise, proficiency and experience required to fulfill their duties as Independent Directors. The details with respect to the constitution/ reconstitution, powers, roles, terms of reference, meetings held and attendance of the Members at such meetings of the relevant Committees and such other related details are provided in the Report on Corporate Governance, which forms part of this Annual Report.

• Meeting of Independent Directors:

A meeting of Independent Directors was held on 16^th February, 2026 in order to take into consideration the performance of the Board as a whole, the Chairman and the Non-Independent Directors and timeliness of flow of information between the Company Management and the Board that would be necessary for the Board to effectively and reasonably perform its duties, was reviewed in the said meeting. All the Independent Directors were present in the meeting

• Performance Evaluation of the Board :

The formal evaluation of the Board as whole, Independent and Non-Independent Directors of the Company was done at the respective meetings of Independent Directors and the Board of Directors each held on 16^th February, 2026.

The following are some of the parameters on the basis of which the Directors are evaluated:

1) Knowledge to perform the role;

2) Strategic Contribution and Level of Participation;

3) Timely Performance of Duties and Level of Oversight;

4) Professional Conduct and Independence criteria etc.

• Familiarization Programme for Independent Directors :

The Company constantly endeavors to familiarize its Independent Directors on the functioning of the Company, so that they are aware of the functions of the Company and their expertise can be utilized for the betterment of the Company. In this view the Company has conducted Familiarization Programmes to familiarize the Independent Directors of the Company. Details of the same are disclosed on the website of the Company and the web link of the same is: https://www.creativeeye.com/investors.php.

• Policy of Directors Appointment and Remuneration

In accordance with the provisions of Section 134(3)(e) read with Section 178(3) of the Act and the Listing Regulations, the Company has formulated a Policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters, which is covered in the Corporate Governance Report which forms part of this Annual Report.

9. Cash Flow Statement:

The Cash Flow Statement pursuant to Regulation 34(2) of the Listing Regulations is annexed to this Annual Report.

10. Governance:

• Corporate Governance Report & Management Discussion and Analysis Report

In compliance with the provision of Regulation 34(3) and Schedule V of the Listing Regulations, a separate report on Corporate Governance along with Auditors certificate of its compliance forms part of this Annual Report. Report on Management Discussion and Analysis is provided in separate section which forms part of this Annual Report.

• Vigil Mechanism/Whistle Blower Policy

The Company has adopted a Vigil Mechanism/Whistle Blower Policy pursuant to Section 177 of the Act read with Regulation 22 of the Listing Regulations with an objective to conduct its affairs in a fair and transparent manner and by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. With the adoption of this Policy, the Company has put in place a mechanism wherein the Employees are free to report to the Management any actual or possible violation of the Principles or any other unlawful or unethical or improper practice or act, or activity of the Company including leakage of Unpublished Price Sensitive Information. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel has been denied access to the Management and the Audit Committee. The mechanism is reviewed by the Audit Committee of the Company in accordance with the Listing Regulations. The Company did not receive any such complaints during the year, hence no complaints were pending as on 31^st March, 2026.

Whistle Blower Policy of the Company is displayed on the Companys website at https://www.creativeeye.com/and is available under the web link: https://www.creativeeye.com/investors.php

• Nomination and Remuneration Policy

The Nomination and Remuneration Policy is attached as Annexure 1 to the Boards Report forming part of this Annual Report and The Nomination and Remuneration Policy is displayed on the Companys website at https:// www.creativeeye.com/ and is available under the web link: https://www.creativeeve.com/investors.php

• Risk Management Framework

Pursuant to provisions of Section 134 of the Act and Regulation 17 of SEBI Listing Regulations, the Company has adequate and proper Risk Management Policy and Mechanism. The board of directors periodically reviews, assess and monitor any kind of risks assumed by the company. The processes are in place for identifying, evaluating and managing the risks. At present the company has not identified any elements of risk which may threaten the existence of the company.

In terms of Regulation 21 of SEBI Listing Regulations, the Constitution of Risk Management Committee was not applicable during the financial year 2025-26.

• Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Review of the internal financial controls mechanism of the Company was undertaken during the year under review which covered verification of entity level controls, process level control and IT controls, review of key business processes and analysis of risk control matrices, etc. During the period under review, effectiveness of internal financial controls was evaluated. Reasonable Financial Controls are operative for all the business activities of the Company and no material weakness in the design or operation of any control was observed.

• Other Policies under the Listing Regulations

In accordance with the provisions of Regulation 30 of the Listing Regulations, the Company has framed a Policy for determination of Materiality for disclosure of events or information. The same has been hosted on the website of the Company at the link: https://www.creativeeve.com/policv-for-determination-of-materialitv.php

The details of the other policies of the Company can be obtained using the following web-links:

SR No Policy	Link
1 Code of Conduct	https://www.creativeeye.com/investors.php
2 Nomination and Remuneration Policy	https://www.creativeeye.com/img/pdf/policies/remuneration-
	policy.pdf
3 Whistle Blower Policy	https://www.creativeeye.com/whistle-blower-policy.php
4 Related Party Transactions Policy	https://www.creativeeye.com/img/pdf/policies/policy-on-related- party-transaction.pdf
5 Familiarization Program	https://www.creativeeye.com/img/pdf/policies/familiarization- policy.pdf
6 Preservation of Documents	https://www.creativeeye.com/img/pdf/policies/policy- onpreservation-of-document.pdf
7 Archival Policy	https://www.creativeeye.com/img/pdf/policies/archival-policy.pdf

• Prevention Of Sexual Harassment:

Your Company has laid down a Sexual Harassment Policy. The company has zero tolerance on sexual harassment at workplace. During the year under review, there was no case pursuant to the sexual harassment at Workplace (Prevention, Prohibition and Redressed) Act, 2013 and there were no cases pending to be addressed / resolved either at the beginning or at the end the year.

Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

	FY 2026	FY 2025
1 Total Complaints reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH)	0	0
2. Complaints on POSH as a % of female employees/workers	0	0
3. Complaints on POSH upheld	0	0

• Compliance with Maternity Benefit Act, 1961

During the year under review, the provisions of the Maternity Benefit Act, 1961 were not applicable to the Company.

11. PARTICULARS OF EMPLOYEES:

• Key Managerial Personnel (KMP)

Pursuant to the provision of Section 203 of the Act, the Key Managerial Personnel of the Company as on 31^st March, 2026 are:

	Designation
1 Mr. Ashutosh Dheerajkumar Kochhar	Managing Director
2 Mr. Sachin Vaman Devare	Chief Financial Officer
3 *Ms. Prema Shankathaprasad Dubey	Company Secretary & Compliance Officer

*Ms. Prema Shankathaprasad Dubey tendered her resignation w.e.f. 31^st July, 2026.

• Employees

There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to Rs. 102.00 Lakhs p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs. 8.50 Lakhs p.m. or more. The information required under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given at Annexure 2 that forms part of this Report.

• Human Resource and Employee Relations

The Company has always perceived its Manpower as its biggest strength. The emphasis was on grooming inhouse talent enabling them to take higher responsibilities. The Employee relations continue to be cordial at all the divisions of the Company.

Your Directors place on record their deep appreciation for exemplary contribution of the employees at all levels. Their dedicated efforts and enthusiasm have been integral to your Companys steady performance.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:

The Company has not given any Loan or Guarantee nor has made any Investment during the year under review attracting the provisions of Section 186 of the Companies Act, 2013, hence the said provision is not applicable to the Company.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in its ordinary course of business and on an arms length basis.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on Related Party Transactions as approved by the Board is placed on the Companys website at www.creativeeye.com under Investors section.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

14. PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of Section 73 and 76 of the Act and the Rules made thereunder during the Financial Year 2025-26.

15. ANNUAL RETURN:

As per Section 92 of the Companies Act, 2013, the copy of annual return is available on the website of the Company https://www.creativeeve.com/investors.php

16. AUDITORS AND THEIR REPORT:

a. Statutory Auditor :

During the year under review, M/s NGS & CO LLP, has tendered the resignation as the statutory auditor of the Company w.e.f. 22^nd September,2025. To fill the casual vacancy caused by resignation of statutory auditor , Company proposed. Decision is taken by shareholders to appoint M/s. STDJ & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of the Extraordinary General Meeting held on 13^th February,2026 till the Annual General Meeting of the Company.

Further the Auditors Report for the financial year ended, 31^st March, 2026 is annexed with this annual report for your kind perusal and information.

b. Internal Auditor

During the year under review, M/S. Poddar A & Associates, Internal Auditor have tendered their resignation vide letter dated 28^th August, 2025. Further Company appointed M/s. N.V. Pechetti & Co. - Chartered Accountants, as internal auditors of the Company for the financial year 2025-26 & 2026- 27.

c. Secretarial Auditor

During the year under review , M/S. Kaushal Doshi & Associates, Practicing Company Secretaries has tendered the resignation as the Secretarial Auditor of the Company w.e.f. 06^th October,2025. Further, Company at its Extra Ordinary General Meeting held on 13^th February,2026 decided to appoint M/s. Kirty Vaidya & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company. The Secretarial Audit Report is annexed herewith as Annexure 3

d. Cost Records and Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable for the business activities carried out by the Company.

e. Details with respect to fraud reported by the Auditors:

During the year, the Auditors have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has generally complied with the requirements of the Stock Exchanges, SEBI and other Statutory Authorities on all matters and there has been instance of non-compliance by the Company on matters related to the capital markets during the last years and hence penalties have been imposed on the Company by the Stock Exchanges which is paid and regularized by company

18. LISTING OF SHARES:

The Companys equity shares are listed on BSE Limited and the National Stock Exchange of India Limited. The Company has duly paid the necessary listing fees with the concerned Stock Exchange(s) for the Financial Year 202526.

19. ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

Information required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is appended hereto and forms part of this Report as Annexure 4

20. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT:

The Directors and Members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management.

21. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year is not applicable.

22. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation of the excellent support and co-operation extended by the Companys shareholders, customers, bankers, suppliers and all other stakeholders.

	For and on Behalf of the Board of Directors
	Creative Eye Limited
	Sd/-
	Ashutosh Dheeraj Kumar Kochhar
Place:- Mumbai	Managing Director
Date: 04th September, 2026	DIN: 1251298
Registered Office:
Creative Eye Limited
(CIN: L99999MH1986PLC125721)
Kailash Plaza, Plot No.12-A,
Opp. Laxmi Industrial Estate,
New Link Road, Andheri (West),
Mumbai - 400 053, India