Khyati Multimedia Entertainment Ltd Directors Report

Your Directors are pleased to submit herewith their report together with the audited statement of accounts for the 31st financial year ended 31st March, 2026. The Financial performance during the year in brief was as under:

(Amount Rs.in Lacs)

PARTICULARS	2025-26	2024-25
Income from Operation	51.61	186.68
Other Income	0.61	0
Total Income	51.61	186.68
Total Expenditure	21.84	314.24
Profit/ (loss) before tax	29.77	(127.56)
Provision for depreciation	0.16	0.20
Provision for Differ Tax	10.89	(36.11)
Net Profit / (Loss) after tax for the year	18.82	(91.44)
Earning per share (In Rupees)	0.17	(0.85)

OPERATIONAL OVERVIEW

During the year under review the Company has earned Net Profit of Rs. 18.82 Lacs (Previous year had incurred net loss of Rs. 91.44 lacs). Total revenue income from operations of multimedia business activities during the year was Rs. 51.61 Lacs, (Previous year was Rs. 186.68). After deducting all administrative expenses and depreciation and necessary adjustments for taxation, etc. the company has earned a net profit of Rs. 18.82 lacs (Previous year had incurred Net Loss of Rs. 91.44 Lacs).

DIVIDEND

The directors have not recommended dividend for the financial year 2025-26.

BUSINESS ACTIVITY

Khyati Multimedia Entertainment Limited was involved in the area of high-quality Desktop Publishing, imaging, Corporate Presentations, advertisements, creative designing, graphic designing and multimedia software development and is also engaged in the business of letting out vehicle. In addition to the above the company had also done business of Sports Entertainment sponsoring and its marketing in digital media at state and district level.

There was no change in the nature of any of the business activity during the year and all business activities done were within the scope of the object clause of the Memorandum of Association.

DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES

The company does not have holding or subsidiary companies or any associate or group companies during the year and no other company has become holding / subsidiary/ joint venture/ group/ associate companies.

DEPOSIT

The Company has not accepted any public deposit during the year under review and no amount against the same was outstanding at the end of the year.

REGULATORY STATEMENT

In conformity with Regulations of SEBI (Listing Obligation and Disclosures Regulations),2015 the Cash Flow Statement for the year ended 31.03.2026 is annexed hereto. The equity shares of the Company are listed on the BSE Ltd. The Company has paid listing fees for the year 2026-27 to above stock exchange. The Company has also paid all the Penalties if any imposed by BSE Ltd for Non-Compliance/ Late compliance submission of any documents as per SEBI (LODR) 2015 read with SEBI (SOPLODR) Circular and no such fees/ penalty/ expenses are pending.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

As required under Section 134 (3) (m) of the Act read with Rule 8 of The Companies (Accounts) Rules, 2014, particulars relating to conservation of Energy, R & D, Technology absorption and foreign Exchange earnings / outgo are separately provided in the Annexure to this report. Also, we would like to Highlight that Our Company is not Engaged in Manufacturing Activity so, the Section 134 (m) and disclosure of information relating to consumption of power, its saving, total cost, per unit of manufacturing cost etc are not applicable to the Our Company and hence not given.

DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT, 2013

During the year under review the Company has not made any inter corporate loans. However, it has made long term investments in Khyati Retail and Eatery Private Limited Company in which directors/ promoters of this company are also promoters but KMEL company does not hold any shares. Even after making such investment the Khyati Retail and Eatery Pvt Ltd is not becoming a Joint/ Associate or Group Company, hence details of consolidation of accounts of such investee company are not given. The Company has also not given any corporate guarantee to any other body corporate, subsidiary, associate, or any other company nor it has provided any securities to any bank, financial institution, NBFC or others for and on behalf of other body corporate. However, the company has borrowed and continue to borrow from its promoter Director or their related parties an interest free unsecured loans for dealing with the day-to-day fund requirement of the company.

REPORT ON CORPORATE GOVERNANCE:

The Board of Directors supports to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability, and integrity. The Report on corporate governance as stipulated according to the SEBI (LODR) Regulation, 2015 forms part of the Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance as required under SEBI (LODR), Regulation 2015 is attached to the Report on corporate governance.

DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIES ACT, 2013

The Company had entered into related parties transactions for sale/purchase of goods or services at arms Length Transaction. However, all the transactions in the nature of sales/purchase of goods or services are made on arms length basis except the salary paid to employees and director and key managerial person. However, a lease rent is being paid to Mrs. Jignaben K Patel as per the valid lease rental agreement which will be paid. The same were reported to the Board at every meeting and Board took a note of the same and approved. Other details for inter corporate financial transactions or remuneration and other benefits paid to directors, their relatives, key managerial personnel etc. FORM AOC-2 is been attached as Separate Annexure.

The Company has formulated various other policies like Risk Management Policy, Evaluation of Board Performance Policy, and CSR Policy etc. etc. All such policies were documented and adopted by the Board and also uploaded all the policies applicable at the website of the Company www.khyatimultimedia.com

Full details of Risk Management Policy are given in the Corporate Governance Report under the head Whistle Blower Policy.

APPLICABILITY OF CSR AND FORMATION OF CSR COMMITTEE:

As the Company is loss making one, the provisions related to CSR is presently not applicable to the Company. The Company has also not formed CSR Committee within the board or company as it is not required to make any contribution towards CSR Activities.

REVIEW OF PERFORMANCE OF EACH AND EVERY INDIVIDUAL DIRECTORS:

Regarding Performance Review of each of the member of the Board and also the performance of the various Committees and the Board as body and all KMP, the Company has adopted the Model Code of Conduct for Independent Directors, Key Managerial Personnel as prescribed in Schedule IV to the Companies Act, 2013 and also as prescribed in the SEBI (Insider Trading) Regulations. The Company strictly follows the procedure to obtain necessary timely declarations from each of the directors and key managerial personnel from time to time.

TRADING WINDOW CLOSURE, STRUCTURAL DIGITAL DATABASE, UPSI RULES, REGULATIONS:

The Company has also installed Structural Digital Database Software in the company and all vital information relating to UPSI are being captured and all the directors and KMP are intimated not to either divulge any of such UPSI to any outsider or any other person till the time it is made public Information. The company also follows the system of Trading Window Closure as per requirements of Regulation 3 of SEBI (Prohibition of Insider Trading) Regulations from time to time.

BOARD OF DIRECTORS

Details about the Board of Directors Meetings are attached to the Report on Corporate Governance. Mr. Kartik Jasubhai Patel, will be the Director retiring by rotation at this ensuing Annual General Meeting. However, being eligible offers himself for re-appointment at the ensuing Annual General Meeting.

At present the Company has 1 Director is from Promoter as Chairman and Managing Director (Executive). 1 Director from Promoter as Non-Executive Director. 1 Directors is Non-Promoter Executive Directors. The Comprises at present 3 Non-Promoter, Non-Executive Independent Directors. All independent directors are registered with the website www.independentdirectorsdatabank.in

All the directors at the year end were qualified and their DIN number were active and not deactivated by regulators. A Certificate of practicing company secretary obtained is Annexed to this Report separately. None of the Directors of the Company were penalized or imposed any financial or other penalties by the regulators individually during the year under review.

DECLARATION BY INDEPENDENT DIRECTORS:

(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)

The Company has received necessary declarations from each Independent Director of the Company confirming that he/she meets with the criteria of independence as laid out in sub-section (6) of Section 149 of the Companies Act, 2013 and under Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act, 2013, in relation to financial statements for the year 2024-25, the Board of Directors state:

a) In the preparation of the annual accounts for the financial year ended 31st March 2026, as far as possible and to the extent, if any, accounting standards mentioned by the auditors in their report as not complied with, all other applicable accounting standards have been followed along with proper explanation relating to material departure;

b) 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 a true and fair view of the state of affairs of the Company at the end of the financial year and profit and loss account of the Company for that period;

c) The 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;

d) The Directors have prepared the annual accounts on a going concern basis; and

e) The directors in the case of a listed company had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1)

In compliance with Section 178 (1) as also in compliance with Regulation of SEBI (LODR),2015, the Board of Directors do hereby declare that:

a. The Company has proper constitution of the Board of Directors including independent directors in proportion as per requirement of SEBI (LODR),2015.

b. The Company has constituted Nomination and Remuneration Committee, Stakeholders Relationship Committee, Audit Committee as per requirements of the SEBI (LODR),2015 and provisions of the Companies Act 2013.

c. The Company has the policy for selection and appointment of independent directors who are persons of reputation in the society, have adequate educational qualification, sufficient business experience and have integrity and loyalty towards their duties.

d. The Company is not paying managerial remuneration to its Managing/Whole Time Directors based upon their qualification, experience and past remuneration received by them from their previous employers considering the companys current financial position.

e. The Independent Directors are paid sitting fee for attending Board and other committee meetings as decided by the Board from time to time. This sitting fee is decided considering the financial position of the company.

f. The Company is not paying any commission on net profits to any directors.

g. During the year the Board has met 5 times during the year. The details of presence of every director at each meeting of the Board including the meetings of the Committees, if any, are given in the reports of the Corporate Governance.

INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The details in respect of internal financial control and their adequacy are included in Management Discussion and Analysis Report, which forms part of this report.

SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD, INDEPENDENT DIRECTORS AND COMMITTEES AND INDIVIDUAL DIRECTORS

1. The Board makes evaluation of the effectiveness and efficiency of every individual director, committee of directors, independent directors and board as a whole.

2. For these purposes the Board makes evaluation twice in a year on a half yearly basis.

3. The performance of individual directors is evaluated by the entire Board, excluding the Director being evaluated on the basis of presence of every director at a meeting, effective participation in discussion of each of the business of agenda for the meetings, feedback receives from every director on draft of the minutes and follow up for action taken reports from first line management.

4. Effectiveness and performance of various committees are evaluated on the basis of the scope of work assign to each of the committees the action taken by the committees are reviewed and evaluated on the basis of minutes and agenda papers for each of the committee meetings.

5. The performance of independent directors is evaluated on the basis of their participation at the meetings and post meeting follow up and communication from each of such independent directors.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, independence and other matters as provided under subsection (3) of Section 178 of the Companies Act, 2013 is available on the Companys website at www.khyatimultimedia.com

PARTICULARS OF THE EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this Report as Annexure - II. Further, particulars of employees remuneration, as required under section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not applicable since there was no employee of the Company including Executive Directors who was in receipt of remuneration in excess of the limits set out in the said rules.

CORPORATE GOVERNANCE REPORT

The Company is committed to observe good corporate governance practices. The report on Corporate Governance for the financial year ended March 31, 2026, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is herewith as Annexure and forms part of this Report.

IND AS

Your company has adopted IND AS w.e.f. 1st April 2017 pursuant to Notification of the Ministry of Corporate Affairs dated 16th February 2015 in place of Accounting Standards.

AUDITORS

STATUTORY AUDITORS

M/s. MAAK & Associates Chartered Accountant are appointed as Statutory Auditors of the Company for a term w.e.f. 01/04/2025 to 31/03/2030, that is to hold the office as such from 31st Annual General Meeting to the date of conclusion of 36th Annual General Meeting for the year 31/03/2030.

COST AUDITORS

As the Company is not engaged in any manufacturing activities and its turnover for any single products is not more than 35 crores and total turnover of the company for such eligible notified excisable goods does not exceed Rs. 100 crores during the year under review. Hence, the rules, regulations for conducting COST AUDIT is not applicable to your company and no cost auditor is as such appointed for the purpose.

SECREATARIAL AUDITOR

As per requirements of Section 204 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, read with Rule 24A of the SEBI (LODR 2015 and SEBI Circular for appointment of Secretarial Auditors, the Board of Directors had appointed M/s. KAMLESH M. SHAH & CO., a firm of Practicing Secretaries, who are also peer reviewed by ICSI, as the secretarial auditor of the company for 5 (Five) financial years from 01/04/2025 to 31/03/2030.

M/s. Kamlesh M Shah & Co., Practicing Company Secretaries were the Secretarial Auditors of the Company for the financial year 2025-26. They have given their report in the prescribed form MR-3 which is annexed to this report as an ANNEXURE.

All observations if any of the Secretarial auditors are dealt with in their report itself suitably as explanatory observations.

EXPLANATION TO THE STATUTORY FINANCIAL AUDITORS REMARKS

The Directors submit their explanations to the various observations made by the statutory financial auditors in their report for the year ended 31/03/2026 as under:

Audit Qualification (each audit qualification separately):

Advance against Land (Unsecured, considered good) amounting to Rs 2,08,75,000 has been paid to certain parties as advance against land over the years but the land registration has not yet been completed. We have also not been provided with the registered agreements or party confirmations for the said advances

b) The Company is primarily engaged in the business of advertising, as outlined in its Memorandum of Association (MoA). During the year, the Company organized a Polo Championship event, structured in a league-based format similar to prominent commercial sporting leagues. While the related income has been duly accounted for in the books of account, we have been informed that the Company has not amended its MoA to specifically to include such event management or sports-related activities. In the absence of the necessary approvals or amendments to the charter documents, we are unable to comment on the compliance of these activities with the Companys stated objects

c) The revenue recognized from the aforementioned event during the financial years 2024-25 and 2025- 26 lacks alignment with the requirements of Ind AS 115 - Revenue from Contracts with Customers, particularly in relation to the identification of enforceable rights and obligations, timing of performance obligations, and allocation of transaction prices. Furthermore, we were not provided with sufficient appropriate audit evidence in the form of agreements or contracts with sponsors, franchisees, broadcasters, or other key stakeholders. Consequently, we are unable to ascertain whether the revenue has been recognized accurately and in the correct reporting period.

d) According to information and explanation given to us and based on our examination of the records of the Company, certain advances from customers received by the Company have remained outstanding for more than 365 days and have not been adjusted/ refunded within the period prescribed under the Companies (Acceptance of deposits) Rules, 2014. Accordingly, such amounts are deemed to be deposits in terms of the provisions of Section 73 to 76 of the Companies Act 2013 and the Rules made thereunder. The Company has not complied with the relevant provisions relating to acceptance of deposits including compliance and reporting requirements prescribed under the aforesaid provisions. The impact of the same on the Financial Statements and liabilities arising therefrom has not been determined by the management.

1. Type of Audit Qualification:

Qualified Opinion / Disclaimer of Opinion / Adverse Opinion

a. Frequency of qualification:

Observation 1 appeared repetitive.

Observation No.2 and 3 appeared for the First Time.

b. For Audit Qualification(s) where the impact is quantified by the auditor, Managements Views:

(1) Qualification No.1 The Audit qualification is self-explanatory and quantified and has no financial impact on profitability/ loss of the Company, as advances are still recoverable, as the party to whom these advances are given are available and approachable.

(2) The Company had done business of POLO Championship Event. This is a Sports Entertainment business covered by Main Object clause no. 1 and 4 of the Memorandum of Association (MOA). The doing of sports entertainment business through Franchisee model-based event management is a MODE of doing business of sports entertainment in a broader seance and is not the business outside the scope of Object Clause of MOA.

(3) Qualification No.3 is based on Opinion of the Auditors. In absence of any written Franchisee agreement for POLO Championship Event, the rights and obligations are not yet identified and defined between the parties and the Company. In the circumstances, the revenue is recognized on the basis of cash receipt and expenses. As this Is the First such event for the company and there is no assurance of such event to occur every year, the terms with the parties of franchisee are yet not finalized and reduced to writing

(4) The Company had received an Advance from some parties against sale of Services in the year January 2025. (F.Y. 2024-25). The 365 days for such advances have completed in the January 2026 (F.Y 2025-26). The intention of the Company at the time of acceptance of such money was purely advance against supply of services in the form of Advertisement, Media coverage and Polo event Management work. This business activities was an ongoing business during the F Y 2024-25 and 2025-26. The Company was providing options of selecting events / occasion of media coverage to such parties to avail such services and their advances could have been adjusted by raising invoices if the parties agree to such options. However, due to lack of acceptance of options by the parties, the company could not raise their invoices and adjust their advances against sale of services/ revenue recognition. The Management has now decided to refund their advance money as soon as the financials of the company permit such refund.

MANAGEMENT VIEWS:

The Company is pursuing the matter with the party to whom advances were given for its recovery. It is also sending reminders time and again for repayment thereof. If the company could not recover this amount, the Loans and Advances given shall become doubtful of recovery and will have to be written off/ adjusted. If it is written off/ adjusted the financial loss for the Company will increase to the extent of amount written off and the debit balance of profit and loss account will stand increased in the Balance sheet accordingly

FOR AUDIT QUALIFICATION(S) WHERE THE IMPACT IS NOT QUANTIFIED BY THE AUDITOR:

(i) Managements estimation on the impact of audit qualification:

As audit Qualification is self-explanatory and quantified by the auditors for Item No.1 observation. For Item No. 2 it is an opinion of the Auditors based on their personal interpretation of Object clause of MOA. For Item No. 3, the Audit qualification by auditors is not quantified in absence of any written terms and conditions between parties to the event. Item No.4 observation is Interpretation of Law and Rules by Auditors. In fact, at the time acceptance of such amount the intention of the company was to accept the amount as advance from customer against sale of services/ goods. However, due to non- acceptance of services models (media release and advertisements options by the Company) the advances of the customers could not be adjusted against the sales/ revenue recognition. However, the company management has now decided to refund the same to the respective parties as soon as possible subject to availability of funds. In absence of any legal notices/ steps from regulators, the amount has not been quantified.

(ii) If management is unable to estimate the impact, reasons for the same:

As per reply in para 1(b) above.

c. For Audit Qualification(s) where the impact is not quantified by the auditor:

(i) Managements estimation on the impact of audit qualification:

As audit Qualification is self-explanatory and quantified by the auditors Item No.1 observation. For Item No. 2 it is an opinion of the Auditors based on their personal interpretation of Object clause of MOA. For Item No. 3, the Audit qualification by auditors is not quantified in absence of any written terms and conditions between parties to the event.

(ii) If management is unable to estimate the impact, reasons for the same:

As per reply in para 1(b) above.

(III) Auditors Comments on (i) or (ii) above:

Auditors comments are self-explanatory and quantified and reported in their Audit report, where ever required.

EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2026 is available on the website of the Company at http://www.khyatimultimedia.com/

MATERIAL CHANGES / INFORMATION:

1. Except the Financial penalties if any imposed by the stock exchange as mentioned in Annual Secretarial Compliance Report under regulation 24A submitted to BSE Ltd on its website (available for public information and inspection freely) No other significant and material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and companies operations in future as all the financial penalties paid by the company through borrowings from Directors/ Promoters as interest free loans.

APPRECIATION

Your directors place on records their sincere appreciation for the valuable support and co-operation as received from government authorities, Financial Institutions and Banks during the year. The Directors are also thankful for the support extended by Customers, Suppliers and contribution made by the employees at all level. The Directors would also like to acknowledge continued patronage extended by Companys shareholders in its entire endeavor.

GENERAL

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

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.

• Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

• 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.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• There has been no change in the nature of business of the Company.

• There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year 2025- 25.

• There was no instance of onetime settlement with any Bank or Financial Institution during the Financial Year 2025-26.

	For and on behalf of the Board
	Khyati Multi-Media Entertainment Limited
	Sd/-
Date: 13th August, 2026	(Kartik Jasubhai Patel)
Place: Ahmedabad	(DIN: 00047862)
	Chairman and Managing Director