Mediaone Global Entertainment Ltd Management Discussions

(Pursuant to Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015)

Industry Structure and Developments

The global film industry comprises the creation, production, distribution, and exhibition of films across varied platforms. It continues to evolve rapidly in response to advancements in technology, digital transformation, and changing consumer viewing preferences.

The Company remains committed to staying ahead of industry shifts through strategic investments in new technologies and the development of innovative approaches to connect with audiences. It is also focused on promoting diverse and inclusive content that resonates with a wider demographic.

Key developments impacting the film industry in recent years include:

7. Proliferation of digital distribution platforms enabling wider reach.

8. Exponential growth of streaming services creating newer distribution channels.

9. Emergence of immersive technologies such as Virtual Reality (VR) and Augmented Reality

CAR).

10. Growing demand for diverse, inclusive, and region-specific content.

These industry trends are expected to shape the future of filmmaking, and our Company is poised to leverage them effectively by delivering high-quality, meaningful, and commercially viable content.

Opportunities and Threats

Opportunities:

11. Expanding global market for films and content-driven projects.

12. Technological innovations (VR/AR) enabling enhanced audience engagement.

13. Rising dominance of OTT and streaming platforms offering alternative revenue streams.

Threats:

14. Decline in traditional theatrical releases owing to digital adoption.

15. Piracy impacting legitimate revenue streams.

16. Escalating production and marketing costs.

Risks and Concerns

The film industry is inherently exposed to a range of risks and uncertainties, such as:

17. Price Competition: High levels of competition necessitate price reductions, which can adversely impact profitability.

18. Piracy: Widespread piracy continues to erode potential revenues for producers and distributors.

19. Audience Fragmentation: With multiple viewing platforms, reaching a unified mass audience has become challenging.

20. Evolving Consumer Preferences: Constantly shifting audience tastes make it difficult to predict commercial success.

The Companys primary concern remains intense price competition, which pressures margins. To

mitigate these challenges, the Company is pursuing the following strategies:

21. Differentiation of Services: Emphasizing quality, creativity, and superior service delivery to stand out from competitors.

22. Market Expansion: Venturing into newer markets with relatively lower competition and collaborating through strategic alliances.

23. Technology Investments: Deploying advanced technologies to optimize costs, improve production efficiency, and enhance audience experience.

The Company believes these measures will help sustain its competitive edge, protect profitability, and strengthen its position in the evolving film industry landscape.

CERTIFICATE OF COMPLIANCE WITH THE CORPORATE GOVERNANCE REQUIREMENT UNDER THE LISTING REGULATIONS

To,

The Members of Mediaone Global Entertainment Limited

a. The Certificate is issued in accordance with the terms of my engagement letter dated 28^th May 2025.

b. 1, Ms. N. Srividhya, Practicing Company Secretary, Chennai, have examined the compliance of conditions of Corporate Governance of M/s. Mediaone Global Entertainment Limited (‘the Company), for the year ended 31st March 2025, as stipulated in Regulations 17-27, clauses (b) to (i) and (t) of Regulation 46(2), and para C, D and E of Schedule V of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended, pursuant to the Listing Agreement of the Company with the Stock Exchanges. I have obtained all the information and explanation that to the best of my knowledge and belief, were necessary for certification.

Management Responsibility

The compliance with the conditions of Corporate Governance is the responsibility of the Management. This responsibility includes designing, implementing, and maintaining the operating effectiveness of internal control procedures to ensure compliance with the conditions of Corporate Governance stipulated in the SEBI Listing Regulations.

Auditors Responsibility

Pursuant to the requirements of the Listing Regulations, my responsibility is to express a reasonable assurance in the form of an opinion as to whether the Company has complied with the conditions of Corporate Governance. My responsibility is limited to examining the procedures and implementation process adopted by the Company for ensuring compliance with the conditions of corporate governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

During the course of examination of the books of account, records, documents, and explanations provided by the management, and based on the information made available, I have observed that while the Company has generally complied with the requirements of Corporate Governance under the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the following instances of non-compliance/deviations were noted:

24. Board and Committee Composition - The composition of the Board of Directors and its Committees was not in conformity with the prescribed requirements until 17th January, 2025. However, after this date, the Company has regularized the composition in line with the applicable provisions.

25. Stakeholders Relationship Committee - The Stakeholders Relationship Committee did not hold any meeting during the financial year 2024-25, which is not in line with the requirements under the SEB1 (LODR) Regulations, 2015.

26. Appointment of Key Managerial Personnel - The Company is yet to appoint a Chief Financial Officer (CFO], who is a mandatory Key Managerial Personnel under Section 203 of the Companies Act, 2013.

Material Subsidiaries

On my examination, 1 observed that the company has no material subsidiaries.

Opinion

Based on my examination of the relevant records and according to the information and explanations furnished, as well as the representations provided by the Management, in my opinion and to the best of my knowledge and belief, the Company has complied with the conditions of Corporate Governance as stipulated in Regulations 17 to 27, clauses (b) to (i) and (t) of Regulation 46(2], and para C, D and E of Schedule V of the Listing Regulations during the year ended March 31, 2025. 1 further certify that the Company has generally complied with all the mandatory requirements of Corporate Governance as specified in Schedule II of the said Regulations, however the Company is advised to strengthen its internal compliance monitoring framework and take timely corrective measures to ensure that all applicable provisions of Corporate Governance are complied with in both letter and spirit. Continuous attention towards these compliances will not only mitigate regulatory risks but also enhance stakeholder confidence in the governance practices of the Company.

1 state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.