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Moving Media Entertainment Ltd Directors Report

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Oct 8, 2026|12:00:00 AM

Moving Media Entertainment Ltd Share Price directors Report

Steering Sustainable Growth.

To

The Members,

MOVING MEDIA ENTERTAINMENT LIMITED (the "Company/ Moving Media")

B 39/155, Siddha CHS, Opp. Ozone, Swimming Pool,

Siddharth Nagar, Goregaon - 400104,

Mumbai, Maharashtra, India,

Your Directors are pleased to present the 04th Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended 31 March 2026.

1. FINANCIAL HIGHLIGHTS:

The Financial highlights for the year ended March 31, 2026 are summarized below:

(Amount in Thousand unless specifically mentioned)

Particulars Financial Year ended 31 March 2026 Financial Year ended 31 March 2025
Income from operations 513,123.04 370,638.31
Other Income 1,346.02 0
Total Income 514,469.06 370,638.31
Cost of Operation 78,000.97 62,442.11
Employee Benefit Expenses 39,051.90 7,927.39
Depreciation and amortization expense 179,872.03 128,623.43
Finance Cost 20,247.22 17,478.40
Other Administrative Expenses 28,182.40 14,322.22
Total Expenditure 345,354.52 230,793.54
Profit before Tax 169,114.54 139,844.76
Current Tax expense for current year 7,404.64 7,901.47
Deferred Tax 35,608.77 27,975.33
Profit after Tax 126,101.13 103,967.96
Basic earnings per share (Loss in Rs per share) 7.31 8.5
Diluted earnings per share (Loss in Rs per share) 7.31 8.5

2. BUSINESS OVERVIEW:

During the financial year ended 31 March 2026, the Company recorded total income of Rs. 51,44,69,059 (Rupees Fifty-One Crore Forty-Four Lakh Sixty-Nine Thousand Fifty-Nine), comprising revenue from operations of Rs. 51,31,23,040 (Rupees Fifty-One Crore Thirty-One Lakh Twenty-Three Thousand Forty) and other income of Rs. 13,46,019 (Rupees Thirteen Lakh Forty-Six Thousand Nineteen) as compared to previous year, the Company recorded total income of Rs. 37,06,38,307 (Rupees Thirty-Seven Crore Six Lakh Thirty-Eight Thousand Three Hundred Seven), with no other income reported during that year.

The Company recorded a Profit After Tax (PAT) of Rs. 12,61,01,128 (Rupees Twelve Crore Sixty-One Lakh One Thousand One Hundred Twenty-Eight) during the financial year under review, as compared to a net profit of Rs. 10,39,67,963 (Rupees Ten Crore Thirty-Nine Lakh Sixty-Seven Thousand Nine Hundred Sixty-Three) in the previous financial year.

For a detailed analysis of the operational and financial performance of the Company, Members are requested to refer to the Standalone Financial Statements of the Company forming part of this Annual Report.

3. OPERATIONS REVIEW OF BUSINESS OPERATIONS, STATE OF COMPANYS AFFAIRS AND FUTURE: Entertainment Limited ("Moving Media", "Company", "Our", "we", "us") continues to operate as a specialised camera, lens and peripheral equipment outsourcing company, engaged in providing end-to-end camera and lens equipment on a package rental basis across India. The Company caters to the media and entertainment industry, including film, television, advertising, digital content creation and other allied segments.

During the year under review, the Company continued to strengthen its core equipment rental business and expand its range of professional production equipment, including cameras, lenses, filters, lighting and grip equipment, gimbals, monitors, sound equipment and other related peripherals. The Company also provides complementary services such as delivery, setup and technical support, enabling it to offer customised and comprehensive solutions based on the requirements of its clients. The Company continued to focus on expanding its customer base, enhancing service capabilities and maintaining high standards of quality and reliability. The increasing demand for film, television, advertising, digital and OTT content continues to provide opportunities for the Company to expand its rental operations and strengthen its market presence.

Going forward, the Company remains focused on expanding and upgrading its equipment portfolio, enhancing operational efficiencies and strengthening customer relationships. The Company will continue to evaluate opportunities arising from the evolving media and entertainment landscape and endeavour to deliver reliable, technology-driven and cost-effective equipment solutions to its customers.

4. INDUSTRIAL RELATION

The Company maintained cordial and harmonious relations with its employees throughout the year under review. The Company recognises its employees as an integral part of its continued growth and remains committed to fostering a positive, inclusive and performance-oriented work environment.

The Company continues to focus on employee engagement, skill development and performance enhancement in line with evolving business requirements. Appropriate training, employee welfare initiatives and other measures are undertaken to support the professional development and well-being of its workforce and to maintain healthy industrial relations.

5. CHANGE IN STATUS AND NAME OF THE COMPANY

During the year under review, pursuant to the Initial Public Offering ("IPO") of the Company, the Equity Shares of the Company were listed on the NSE SME (Emerge) Platform with effect from 03 July 2025, under the symbol "MMEL" and ISIN INE0XM301010.

Consequent to the listing of the Equity Shares of the Company, the status of the Company was changed from "Unlisted" to "Listed" on the records of the Ministry of Corporate Affairs ("MCA") and accordingly, the Corporate Identification Number ("CIN") of the Company was changed from U92419MH2022PLC382959 to L92419MH2022PLC382959 with effect from 17 September 2025.

There was no change in the name of the Company during the year under review.

6. CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there was no change in the nature of the Companys principal business activities.

7. HOLDING/SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

Your Company does not have any Holding, Subsidiaries, Associates, or Joint Ventures.

8. SHARE CAPITAL:

A. AUTHORIZED SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31 March 2026 is INR 19,00,00,000 (Indian Rupees Nineteen Crores) only divided into 1,90,00,000 (One Crore Ninety Lakhs) fully paid-up equity shares of INR 10 (Indian Rupees Ten) only each.

During the Review Period, the following changes took place in the Authorised Share Capital of the Company:

The Board of Directors at its meeting held on 04 June 2025, and the shareholders through a resolution passed at the Extra-Ordinary General Meeting held on 06 June 2025 increased the authorized share capital of the company from INR 18,50,00,000 (Indian Rupees Eighteen Crore Fifty Lakhs) only divided into 1,85,00,000 (One Crore Eighty Five Lakhs) fully paid-up equity shares of INR 10 (Indian Rupees Ten) only each to INR 19,00,00,000 (Indian Rupees Nineteen Crores) only divided into 1,90,00,000 (One Crore Ninety Lakhs) fully paid-up equity shares of INR 10 (Indian Rupees Ten) only each.

B. PAID UP SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31 March 2026 is INR 18,80,63,360 (Indian Rupees Eighteen Crores Eighteen Lakhs Sixty-Three Thousand Three Hundred and Sixty) only divided into 1,88,06,336 (One Crore Eighty-Eight Lakhs Sixty Thousand Three Hundred and Thirty-Six) only fully paid-up equity shares of INR 10 (Indian Rupees Ten) only each.

During the Review Period, the following changes took place in the Paid-up Share Capital of the Company:

The Company made an Initial Public Offering (IPO) of 62,00,000 (Sixty-Two Lakhs) equity shares of face value INR 10 (Indian Rupees Ten) only each at a premium of INR 60 (Indian Rupees Sixty) only per share (issue price of INR 70 per share), pursuant to its Prospectus dated June 17, 2025. The shares were allotted on July 1, 2025, and the Companys securities were listed on the NSE SME (Emerge) Platform on July 3, 2025.

Accordingly, as on date of this report, the Paid-up Share Capital of the Company is INR 18,80,63,360 (Indian Rupees Eighteen Crores Eighteen Lakhs Sixty-Three Thousand Three Hundred and Thirty-Six) only divided into 1,88,06,336 (One Crore Eighty-Eight Lakhs Sixty Thousand Three Hundred and Thirty-Six) only fully paid-up equity shares of INR 10 (Indian Rupees Ten) only each.

9. INITIAL PUBLIC OFFER (IPO) & LISTING OF SHARES ON NSE SME EMERGE PLATFORM:

The Company vide Prospectus dated 17 June 2025 issued its securities via Initial Public Offering and the Companys Securities were listed on NSE SME (Emerge) Platform with ISIN INE0XM301010 and symbol of MMEL with effect from 03 July 2025.

The company made an Initial Public Offering (IPO) of 62,00,000 (Sixty-Two Lakhs) Equity Shares of INR 10 (Indian Rupees Ten) only each at a premium of INR 60 (Indian Rupees Sixty) only per share (issue price of INR 70 per share) vide Prospectus dated 17 June 2025,

Pursuant to the IPO as aforesaid 1,88,06,336 (One Crore Eighty-Eight Lakhs Sixty Thousand Three Hundred and Thirty-Six) only fully paid-up equity shares of INR 10 (Indian Rupees Ten) only of the company were listed at NSE SME (Emerge) Platform.

The public issue was subscribed 61.18 times in the retail category, 55.23 times in QIB category and 126.07 times in the NII category.

10. DIVIDEND:

With a view to conserving resources for meeting the Companys working capital requirements, strengthening its financial position and supporting future business growth and expansion, the Board of Directors has not recommended any dividend on the Equity Shares of the Company for the financial year ended 31 March 2026.

Further, pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the requirement to formulate a Dividend Distribution Policy is applicable to the top one thousand listed entities based on market capitalisation. As the Company does not fall within the prescribed threshold, the provisions relating to formulation of a Dividend Distribution Policy are not applicable to the Company.

11. TRANSFER TO RESERVES:

During the year under review the Board of Directors of your Company has decided not to transfer any amount to reserves.

12. STATEMENT OF DEVIATION AND VARIATION OF ISSUE PROCEEDS UNDER REGULATION 32 OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

There was no deviation or variation on utilization of proceeds of Initial Public Offer (IPO) from the purpose and objects stated in the Prospectus dated 17 June 2025.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. As on 31 March 2026, the Board comprises of 05 (Five) Directors, out of which 2 (Two) are Executive Directors, 2 (Two) are Non-Executive Independent Directors and 1 (One) is Non-Executive Director.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

14. RETIREMENT BY ROTATION:

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-third of the total number of directors of a public company (excluding the Independent Directors) shall be persons whose period of office is liable to determination by retirement of directors by rotation, of which one-third are liable to retire by rotation. Accordingly, Ms. Anjali Bhargava (DIN: 09611986) is retiring by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re-appointment.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI Listing Obligations and Disclosure Requirements, 2015 is annexed herewith as "Annexure A".

16. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in "Annexure B".

17. BOARD & COMMITTEE MEETINGS:

a) Board Meeting and Attendance:

During the financial year 2025-26, total Eleven (11) Board Meetings were held on 10 April 2025, 16 April 2025, 04 June 2025, 16 June 2025, 17 June 2025, 17 July 2025, 23 July 2025, 03 September 2025, 13 November 2025, 09 February 2026, 16 March 2026 and the gap between two Board Meetings did not exceeds limit as required under the Companies Act, 2013 & Circulars made thereunder.

Details of attendance at the Board Meeting of each Director are as follows:

Name Category No of Meeting entitled to attend No. of Board Meetings attended during the year 2025-26 Whether attended last AGM held on 30 September 2025
Kuuldeep Beshawar Nath Bhargava Promoter and Managing Director 11 11 Yes
Anjali Bhargave Promoter and Non – Executive Director 11 11 Yes
Ayush Bhargava Promoter and Executive Director 11 11 Yes
Abhishek Shamsunder Rege Non - Executive Independent Director 11 5 Yes
Vinkesh Gulati Non - Executive Independent Director 11 5 Yes

b) Audit Committee Meeting and Attendance:

During the Financial Year 2025-26, total Five (5) Audit Committee Meetings were held on 17 June 2025, 03 September 2025, 13 November 2025, 09 February 2026 and 16 March 2026.

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc.

The details of the Composition and attendance at the Meeting of the Audit Committee as on 31 March 2026 are as follows:

Name of the Member Designation in Committee Nature of Directorship No of Meeting entitled to attend No of Meeting attended
Mr. Abhishek Rege Chairperson Independent Director 5 5
Mr. Vinkesh Gulati Member Independent Director 5 5
Mr. Kuuldeep Beshawar Nath Bhargava Member Managing Director 5 5

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

c) Nomination & Remuneration Committee Meeting and Attendance:

During the Financial Year 2025-26, total Two (2) Nomination & Remuneration Committee Meeting were held on 04 June 2025 and 16 March 2026.

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition and attendance at the Meeting of the Nomination & Remuneration Committee as on 31 March 2026 are as follows:

Name of the Member Designation in Committee Nature of Directorship No of Meeting entitled to attend No of Meeting attended
Mr. Vinkesh Gulati Chairperson Independent Director 2 2
Mr. Abhishek Rege Member Independent Director 2 2
Ms. Anjali Bhargava Member Non-executive Director 2 2

The Company Secretary of the Company acts as Secretary of the Committee.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

c) Stakeholders Relationship Committee and Attendance:

During the Financial Year 2025-26, total One (1) Stakeholders Relationship Committee Meeting were held on 16 March 2026.

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition and attendance at the Meeting of the Stakeholders Relationship Committee as on 31 March 2026 are as follows:

Name of the Member Designation in Committee Nature of Directorship No of Meeting entitled to attend No of Meeting attended
Ms. Anjali Bhargava Chairperson Non-executive Director 1 1
Mr. Vinkesh Gulati Member Independent Director 1 1
Mr. Abhishek Rege Member Independent Director 1 1

The Company Secretary of the Company acts as Secretary of the Committee.

The Board has framed a policy for selection and appointment of Directors, Senior Management and their Remuneration. The policy provides for determining qualifications, positive attributes, and independence of a Director.

e) Independent Directors and Attendance:

During the Financial Year 2025-26, total One (1) Independent Directors Meeting were held on 16 March 2026.

The details of the Composition and attendance at the Meeting of the Audit Committee as on 31 March

Name of the Member Designation in Committee Nature of Directorship No of Meeting entitled to attend No of Meeting attended
Mr. Vinkesh Gulati Chairman Independent Director 1 1
Mr. Abhishek Rege Member Independent Director 1 1

18. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration Committee has carried out evaluation of performance of every Director. The Board has carried out an Annual performance evaluation of its own performance, of the Directors individually as well as evaluation of the working of its various Committees. The performance evaluation of Independent Director was carried out by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and Non-Independent Director was carried out by the Independent Director at their separate Meeting.

The Directors expressed their satisfaction with the evaluation process.

19. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company confirming that they meet the criteria of independence under Section 149(6) of the Companies Act, 2013, have been duly received by the Company along with a declaration of compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules 2014. The independent directors have also complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Companies Act, 2013 is available on Companys website at https://www.movingmedia.in/

21. AUDITORS

a) STATUTORY AUDITORS:

M/s. Kushal S Poonia, Chartered Accountants (Firm Registration No. 156576W), were appointed as the Statutory Auditors of the Company for a term of 5 (five) consecutive years at the 2nd Annual General Meeting of the Members of the Company held on August 05, 2024, to hold office from the conclusion of the said Annual General Meeting until the conclusion of the Annual General Meeting to be held for the financial year 2028-2029. The Statutory Auditors have confirmed that they are eligible and are not disqualified from continuing as the Statutory Auditors of the Company in terms of the provisions of the Companies Act, 2013 and the rules made thereunder.

Auditors Report:

The Auditors Report for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer. The observations, if any, made by the Statutory Auditors in their Report are self-explanatory and do not call for any further comments or explanation from the Board.

Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors have not reported any fraud committed by officers or employees of the Company during the financial year under review.

b) SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Nidhi Bajaj, Practicing Company Secretary, as the Secretarial Auditor of the Company to conduct the Secretarial Audit for the financial year ended March 31, 2026.

The Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31, 2026, issued by the Secretarial Auditor, is annexed to this Report as Annexure-C and forms an integral part of this Annual Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, there are no observations or comments made by the Secretarial Auditor which require any explanation or clarification from the Board of Directors.

c) COST AUDITOR:

During the review period, the Company did not meet the prescribed threshold under the applicable provisions of the Companies Act, 2013 and SEBI regulations. Accordingly, the requirement for the appointment of a Cost Auditor was not applicable to the Company for the financial year under review.

d) INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of the Company appointed Ms. Kanchan Ashok Kesari, Chartered Accountant, as the Internal Auditor of the Company for the financial year ended March 31, 2026.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and evaluates the adequacy and effectiveness of the internal control systems, processes and procedures of the Company. The Internal Auditor submits its reports to the Audit Committee for review.

The Audit Committee periodically reviews the internal audit reports and monitors the implementation of corrective actions, wherever required. The Board of Directors is of the opinion that the internal control systems and procedures of the Company are adequate and commensurate with the size and nature of its business.

22. INTERNAL FINANCIAL CONTROL SYSTEMS:

The Company has established and maintained adequate internal financial control systems and processes commensurate with the size, scale and complexity of its operations. These controls are designed to ensure the orderly and efficient conduct of the Companys business, including adherence to the Companys policies and procedures, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The Management periodically reviews the adequacy and effectiveness of the internal control systems and processes of the Company and ensures compliance with the prescribed operating, accounting and financial reporting procedures and policies.

During the year under review, the internal financial controls of the Company were tested and reviewed, and no material weakness or significant deficiency was identified in the design or operating effectiveness of such controls. The Board is of the opinion that the Companys internal financial controls with reference to the Financial Statements were adequate and operating effectively during the financial year under review.

23. ADEQUACY INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS:

In Accordance with Section 134 of the Companies Act, 2013 and Rule 8(5)(viii) of Companies (Accounts) Rules, 2014, Companys Internal Financial Controls (IFC) system with reference to Financial Statements has been established with policies and procedures ensuring -

1. Orderly and efficient conduct of business

2. Safeguarding of its assets

3. Adherence to Companys policies

4. Prevention and detection of frauds and errors

5. Accuracy and completeness of the accounting records and timely preparation of reliable financial information.

During the year under review, no reportable material weakness in the design or operation was observed.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a structured Vigil Mechanism Framework (Whistle Blower Policy) in terms of the provisions of section 177(9) of the Act and Regulation 22 of the Listing Regulations, that motivates and guides Directors and employees of the Company to report any wrongdoing, unethical or improper practice without any fear of retaliation. The objective of the said framework is to establish a redressal forum that addresses all concerns raised about questionable practices and through which stakeholders, Directors, employees, and service providers can raise actual or suspected violations. The Whistle Blower Policy empowers all levels of employees, including top management and service providers, to raise their voices against actual/suspected violations.

This vigil mechanism of the Company is overseen by the Audit Committee and provides adequate provisions protecting whistle blowers from unfair termination and other unfair prejudicial and employment practices. The Audit Committee of the Board reviews the complaints received and resolution thereof under the said policy on a quarterly basis. It is hereby affirmed that the Company has not denied any of its personnel, access to the Chairman of the Audit Committee.

During the year under review, the Company had received NIL whistle blower complaint(s).

The Vigil Mechanism/ Whistle Blower Policy is available on Companys website at https://www.movingmedia.in/

25. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Companys business and document their process of risk identification, risk minimization, risk optimization as a part of a Risk Management Policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary. Details of the Risk management Policy have been uploaded on the website of the Company.

26. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2026 is available on the website of the Company at https://www.movingmedia.in/

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, as per the requirements of Section 134(3)(g) of the Companies Act, 2013, the Company has not given any loan or guarantee to any person or body corporate nor invested in anybody corporate during the Financial Year 2025-2026 pursuant to Section 186 of Companies Act, 2013.

28. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year ended March 31, 2026 with related parties as specified u/s 188 (1) of Companies Act, 2013 were in the ordinary course of business and on an arms length basis. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is given in "Annexure D" which forms part of this report.

29. CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI Listing Regulation, the Compliance with the Corporate Governance provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not exceeding Rs.25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the provision of Corporate Governance shall not apply to the Company and it does not form the part of the Annual Report for the financial year 2025-2026.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in Companys premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on Prevention of Sexual Harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 [14 of 2013] including creation of PoSH Policy and submission of annual return to the District Collector. During the year under review, the Company has not received any complaint from the employees related to sexual harassment.

S. No. Particulars Remarks
1 Number of sexual harassment complaints received in a year. Nil
2 Number of complaints disposed off during the year. Nil
3 Number of cases pending for more than 90 days. Nil
4 Number of awareness programs or workshops against sexual harassment conducted during the year. Nil
5 Nature of action taken by the employer or district officer with respect to the cases. Nil

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

Information on Conservation of Energy, technology absorption, foreign exchange earnings and outgo is required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the Rule 8(3) of Companies (Accounts) Rules, 2014, relevant information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo are given under:

A. Conservation of Energy:

The steps taken or impact on conservation of energy – We believe in improving and maintaining ecological balance by monitoring, measuring, and controlling environmental impact at our workplaces by adopting technologically sound and sustainable practices. Our commitment towards environment and society has been integrated into our operations to ensure sustainable development. As a responsible organization, we make a constant effort to decarbonize our own operations.

Our sustainability strategy focuses on environmental responsibility, climate protection, and an optimal use of natural resources through maximizing resource efficiency. The environment has a direct impact on the health and well-being of every stakeholder in our value chain. It is therefore important that we strive to mitigate our own impact, and wherever possible, influence positive environmental practices.

(i) The steps taken by the company for utilizing alternate sources of energy – The Company is actively exploring alternative energy sources as part of its commitment to sustainability. We are in the process of evaluating and implementing energy-efficient solutions, including solar power and other renewable energy initiatives, to reduce our reliance on traditional energy sources and decrease our carbon footprint. This aligns with our goal to decarbonize our operations and contribute to environmental preservation.

The capital investment on energy conservation equipments – The Company continuously evaluates opportunities for investment in energy conservation equipment and technologies. As part of our commitment to sustainability, we remain open to integrating energy-efficient solutions that align with our operational and environmental goals in the future.

B. Technology Absorption, Adaptation and Innovation:

(i) the efforts made towards technology absorption; - The Company continues to focus on integrating advanced technologies into its operations to enhance efficiency and service delivery. We actively monitor global industry trends and adopt cutting-edge equipment and software solutions to stay at the forefront of the media and entertainment industry. Additionally, our technical team undergoes regular training to ensure seamless adaptation to new technologies, allowing us to provide innovative, high-quality solutions to our clients.

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution: - NA

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- No technology was imported during the period under review.

a) Technology Imported: NIL

b) Year of Import: NIL

c) Has the technology been fully absorbed: NIL

d) Technical collaborator: NIL

(iv) the expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings and Outgo:

Particulars Financial Year ended 31 March 2026 Financial Year ended 31 March 2025
Foreign Exchange Earnings Nil Nil
Foreign Exchange Expenditure Nil Nil

32. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure E" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The policy is available at the registered office of the Company.

33. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that-

- In the preparation of the Annual Accounts for the year ended 31 March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- Such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and 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 as at 31 March, 2026 and of the profit of the Company for the year ended on that date;

- The Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts for the year ended 31 March, 2026 have been prepared on a going concern basis;

- Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

- Proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

34. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on market capitalization shall provide Business Responsibility and Sustainability Report. The Company is outside the purview of top one thousand listed entities. In view of this Business Responsibility and Sustainability Report is not applicable.

35. FAMILIARIZATION PROGRAMS OF INDEPENDENT DIRECTORS:

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the industry as a whole. The Independent Directors also meet with senior management team of the Company in informal gatherings.

36. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process for trading in securities of the Company by the Designated Persons and to regulate, monitor and report trading by the employees of the Company either on his/her own behalf or on behalf of any other person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code, as amended, is available on the website of the Company.

37. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable and not required by the Company.

38. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

As on 31 March 2026, there is no unpaid/ unclaimed Dividend and the shares to be transferred to the Investor Education & Protection Fund.

39. LISTING WITH STOCK EXCHANGES:

The Company vide Prospectus dated 17 June 2025 issued its securities via Initial Public Offering and the Companys Securities were listed on NSE SME (Emerge) Platform with ISIN INE0XM301010 and symbol of MMEL with effect from 03 July 2025.

During the review period, the Company was not yet listed. However, post-listing, the Company confirms that it has paid the Annual Listing Fees for the year 2025-26 to NSE Ltd., where the Companys shares are listed.

40. GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Notice of the AGM along with the Annual Report 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2025-26 will also be available on the Companys website https://www.movingmedia.in/.

41. PUBLIC DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has received unsecured loans from its directors. The details of which are provided in the Financial Statement and under transactions with related parties which forms part of this report.

42. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of Companies Act, 2013.

43. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no orders passed by any Regulator or Court during the year.

44. DISCLOSURE AS REQUIRED UNDER CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015:

The Company or the shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company has not entered into agreements among themselves or with a third party, or solely or jointly, which, either directly or indirectly or potentially or whose purpose and effect is to, impact the management or control of the Company or impose any restriction or create any liability upon the Company.

45. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE YEAR UNTILL THE DATE OF THIS REPORT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There were no material changes or commitments affecting the financial position of the Company that have occurred between the end of the financial year ended March 31, 2026 and the date of this Report.

46. MATERNITY BENEFIT

According to Rule 8(5)(xii) of Companies (Account) Rules, 2014. The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

47. GENERAL DISCLOSURES:

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

1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going concern status and status of companys operations in future.

7. During the year under review there are no shares in the demat suspense account or unclaimed suspense account of the Company.

8. There are no details to be disclosed under Section 134(3)(ca) of the Companies Act, 2013 as there has been no such fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

9. During the year under review, there was no difference between the amount of valuation conducted at the time of availing loans from banks or financial institutions and the valuation undertaken during the One Time Settlement (OTS) process. The consistency in valuation reflects a transparent and uniform approach in assessing the fair market value of the assets, and indicates that there were no significant changes in asset condition, market factors, or methodology adopted by the registered valuers engaged during both instances.

10. During the Financial year no application was made, nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). Accordingly, this clause is not applicable to the Company as at the end of the financial year.

48. ACKNOWLEDGEMENT:

Your directors acknowledge with gratitude the support received by the Company from the Banks, Government Agencies/ organizations and employees of your Company.

Your directors also acknowledge with thanks the faith reposed by the Investors in the Company and look forward to their continued support for times to come.

For and on behalf of the Board
Moving Media Entertainment Limited
Sd/-
Kuuldeep Beshawar Nath Bhargava
Managing Director
DIN:01108712
Sd/-
Ayush Bhargava
Director
DIN: 08446107

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