Picturepost Studios Ltd Directors Report

To,

The Members,

M/s. Picturepost Studios Limited (CIN: U62099MH2023PLC404020)

We are pleased to present this Board Report of Picturepost Studios Limited (the Company or PPSL) on the business and operations of the company together with the Audited Financial Statements for the financial year ended 31^st March 2025 (FY 2024-2025)

A. GENERAL DISCLOSURE

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

During the year under review, performance of your company for the year ended March 31, 2025 as under:

(Amount in Lakhs)

	Standalone		Consolidated
PARTICULARS	2024-25	2023-24	2024-25	2023-24
Turnover	3,712.44	2,197.85	3,712.44	-
Other Income	12.92	14.32	12.92	-
Less: Total Expense	3,048.42	1,858.47	3,048.42	-
Profit/(Loss) Before Tax	676.93	353.70	676.94	-
Less: Tax Expense	88.52	71.52	88.52	-
Add: Deferred Tax	85.02	17.38	85.02	-
Less: Short/Excess Provision	(0.31)	-	(0.31)
Profit/(Loss) After Tax	503.70	264.80	503.71	-
Add: Balance brought forward from the previous years in	823.62	319.92	823.62	-
Profit and Loss Account
Add: Share Premium	1,719.32	135.00	1,719.32	-
Less: Appropriation	-	-	-	-
Transferred to General Reserve	-	-	-	-
Closing Balance	2,542.94	454.92	2,542.94	-

2. RESULT OF OPERATIONS AND STATE OF COMPANYS AFFAIRS:

The key aspects of the Companys performance during the financial year 2024-25 are as follows:

• Standalone Performance

DuringtheyearendedMarch31,2025,theCompany has recorded a total revenue of 3,712.44 Lakhs compared to 2,197.85 Lakhs in previous FY24, a YoY growth of 69%; Net profit of 503.69 Lakhs compared to 264.80 Lakhs in previous FY24, a YoY growth of 90%. The financial performance reflects the Companys continued growth and operational efficiency during the reporting period.

• Consolidated Performance

During the year ended March 31, 2025, the Company has recorded a total revenue of

3,712.44 Lakhs and Net profit of 503.69 Lakhs. The financial performance reflects the Companys continued growth and operational efficiency during the reporting period.

3. DIVIDEND:

To strengthen the financial position of the Company and to augment its working capital, the Board of

Directors regrets to inform that no dividend is being recommended on the Equity Shares for the financial year 2024–25. Since no dividend has been declared in the past, the Company does not have any unpaid or unclaimed dividend that would fall under the purview of Section 124(5) of the Companies Act, 2013, for transfer to the Investor Education and Protection Fund (IEPF) of the Central Government.

4. CAPITAL STRUCTURE OF THE COMPANY:

i. During the year under review, there was no change in the Authorized Share Capital of the Company. As of the date of this report, the authorized share capital of the Company is 4,00,00,000/- (Rupees Four Crore Only), divided into 4,00,00,000 (Four Crore) Equity shares of Face Value 1/- each. ii. The Issued, Subscribed and Paid-up Equity Capital as on March 31, 2025, stood at 2,93,00,000/- (Rupees Two Crore Ninety-Three Lakh Only), comprising 2,93,00,000 (Two Crore Ninety-Three Lakh) equity shares of 1/-each. iii. During the financial year, the Company successfully raised funds through an Initial Public Offer (IPO) amounting to 18,72,00,000/- (Rupees Eighteen

Crore Seventy-Two lakh only). The IPO comprised the issuance of 78,00,000 (Seventy-Eight Lakh) Equity Shares having a face value of 1/- (Rupee One only) each, issued at a premium of 23/- per Equity Share. iv. Pursuant to the IPO, the Paid-Up Share Capital of the Company increased from 2,15,00,000/- (Rupees Two Crore Fifteen Lakh only), divided into 2,15,00,000 (Two Crore Fifteen Lakh) Equity Shares of 1/- each, to 2,93,00,000/- (Rupees Two Crore Ninety-Three Lakh only), divided into 2,93,00,000 (Two Crore Ninety-Three Lakh) Equity Shares of 1/- each. v. The IPO was opened for subscription on Friday, August 02, 2024, and closed on Tuesday, August 06, 2024. The shares of the Company were listed on August 09, 2024, on the Emerge Platform of the National Stock Exchange of India Limited ("NSE EMERGE").

5. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

The Company had raised funds through Initial Public Offer (IPO) during August 2024 where the equity shares are listed on SME Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue. There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated August 06, 2024.

6. TRANSFER TO RESERVE & SURPLUS:

The profit for the financial year has been carried forward to the Profit and Loss Account. No amount has been transferred or proposed to be transferred to any specific reserve or to the General Reserve.

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of this report.

8. CHANGE IN STATUS OF THE COMPANY

The Company was converted into a Public Limited Company pursuant to approval of the Shareholders at an Extraordinary General Meeting held on February 21, 2024 and consequently, the name of the Company was changed to "Picturepost Studios Limited". A Fresh Certificate of Incorporation consequentuponconversionfromPrivateCompanytoaPublic Company was issued by Registrar of Companies, Mumbai, on May 14, 2024. The Corporate Identification Number (CIN) of the Company is U62099MH2023PLC404020.

9. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the period under review

10. DISCLOSURE REGARDING ISSUE OF SHARES, INCLUDING EMPLOYEE STOCK OPTIONS/SWEAT EQUITY SHARES:

i. INITIAL PUBLIC OFFER ("IPO"):- During the year under review, the Company successfully completed its Initial Public Offer (IPO). The offer to the public comprised a fresh issue of 78,00,000 Equity Shares. The Company raised 18,72,00,000/- through the IPO, by offering 78,00,000 Equity Shares of face value 1/- each at a premium of 23/- per share. The issue was oversubscribed by 332 times. The Equity Shares of the Company were listed on August 09, 2024, on the SME Platform of National Stock Exchange of India Limited (NSE EMERGE). ii. EMPLOYEES STOCK OPTION PLAN (ESOP): -The company has not issued any Employee Stock Options during the financial year. iii. SWEAT EQUITY SHARES: - The Company has not issued any Sweat Equity Shares to its directors or employees during the period under review. iv. BONUS SHARES: - The Company has not issued any Bonus Shares during the year under review. v. BUYBACK OF SECURITIES: - The Company has not bought back any of its securities during the year under review. vi. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE: - The Company has not issued any Equity Shares with differential rights as to dividend, voting or otherwise during the period under review.

The paid-up share capital of the Company as on March 31, 2025 is 2,93,00,000/- (Rupees Two Crore Ninety-Three Lakh only), divided into 2,93,00,000 (Two Crore Ninety-Three Lakh) Equity Shares of 1/- each

11. DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

12. BORROWINGS:

As on 31^st March 2025, an amount of 323.75 lakhs is outstanding towards borrowings, comprising both secured and unsecured loans.

13. ANNUAL RETURN:

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return of the Company as on 31^st March, 2025, is available on the Companys website and can be accessed at: https://picturepoststudio.com/investor-center/

14. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT:

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of loans given, investments made, guarantees provided, and securities offered by the Company, as applicable, are provided in the notes to the Financial Statements forming part of this Annual Report.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF THE ACT:

Pursuant to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) entered into by the Company during the financial year were approved by the Audit Committee and, wherever required, by the Board of Directors.

All related party transactions entered into during the financial year were on an arms length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons that could have a potential conflict with the interests of the Company at large.

The Company had entered into any transaction with related parties which is required to be reported in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 disclosed in prescribed format Form AOC-2 is appended as Annexure-I to the Boards report.

A. MANANGEMENT 16. BOARD OF DIRECTORS:

As on March 31, 2025, the composition of the Companys Board comprises Six (6) members. In addition to the Chairman, who is a Managing Director and Promoter, the Board includes Two Director (including one Women Director) and Three Independent Directors. The brief profiles of the Directors are available on the Companys website at https:// picturepoststudio.com.

The composition of the Board is in conformity with the Act and consists of combination of Executive and Non-Executive Directors and not less than 1/3^rd of the Board comprising of Independent Directors as required under the Act.

As on the date of this Report, the Board of Directors comprises the following members:

Sr. No.	Name	Post Held	Date of appointment	Category- Independent/ Non- Independent
1	Parish Tekriwal	Chairman & Managing Director	24/07/2023	Managing Director, Promoter
2	Deepa Shailendra Chandgothia	Director	01/06/2023	Executive Director, Promoter
3	Shailendra Ishwardas Chandgotia	Director	01/06/2023	Executive Director, Promoter
4	Suraj Sharma	Director	15/05/2024	Non-Executive Independent Director
5	Gaurav Chaudhary	Director	24/01/2024	Non-Executive Independent Director
6	Anirudh Brijkishore Ruia	Director	24/01/2024	Non-Executive Independent Director

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

Sr. No.	Board of Directors	DIN	Appointment / Resignation / Change of Designation	Date of Change
1	Suraj Sharma	10519814	Appointment	15/05/2024
2	Shailendra Ishwardas Chandgotia	09170753	Change in Designation	15/05/2024
3	Deepa Shailendra Chandgothia	09170542	Change in Designation	15/05/2024
4	Nitin Patodia	02642132	Resignation	05/02/2025

17. KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Companies Act, 2013, as on 31^st March, 2025, the following are the Key Managerial Personnel (KMP) of the Company:

Sr. No.	Name	Post Held	Date of appointment	Category- Independent/ Non- Independent
1	Parish Tekriwal	Chairman & Managing Director	24/07/2023	Managing Director, Promoter
2	Abhishek Sharma	Company Secretary	01/02/2024	-
3	Pooja Shailendra Chandgothia	CFO	01/12/2023	-

18. DIRECTORS RETIRE BY ROTATION:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Deepa Shailendra Chandgothia (DIN: 09170542) and Mr. Shailendra Ishwardas Chandgothia (DIN: 09170753), Non-Executive Directors, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment. Details of the Directors retiring by rotation and seeking reappointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

19. DIRECTORS RESPONSIBILITY

STATEMENT:

In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby submits its Responsibility Statement: a) In the preparation of the annual accounts for the year ending 31^st March, 2025, the applicable accounting standards, read with requirements set out under Schedule III of the Act, have been followed and there are no material departures from the same; 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 as at 31^st March, 2025 and of the profit and loss of the Company for the year ended on that date; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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; e) The director has laid down internal financial controls to be followed by the Company and such internal financial control are adequate and are operating effectively; f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

20.NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR:

During the Financial year, Eleven (11) Board meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 viz., 10/05/2024, 15/05/2024, 16/05/2024, 22/05/2024, 24/05/2024, 26/07/2024, 05/08/2024, 06/08/2025, 08/08/2025, 21/10/2024, 17/02/2025. The composition of the board and the details of meetings attended by its members are given below:

Sr. No.	Name of the Director	Post Held	No. of Meeting Entitled	No. of Meeting Attended
1	Parish Tekriwal	Managing Director, Promoter	11	11
2	Deepa Shailendra Chandgothia	Executive Director, Promoter	11	11
3	Shailendra Ishwardas Chandgotia	Executive Director, Promoter	11	11
4	Suraj Sharma	Non-Executive Independent Director	09	03
5	Gaurav Chaudhary	Non-Executive Independent Director	11	03
6	Anirudh Brijkishore Ruia	Non-Executive Independent Director	11	03
7	Nitin Patodia	Non-Executive Independent Director	10	01

Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board.

21. COMMITTEES OF THE BOARD: •

The Board has constituted the necessary committees pursuant to the provisions of Companies Act, 2013 and the rules framed thereunder. The Committees currently constituted by the Company include the Audit Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee.

The composition of these committees of the Board of Directors is available on the Companys website. The • Board is responsible for constituting, assigning, coopting, and defining the terms of reference for these committees. Details regarding the roles and composition of the committees, including the number of meetings held during the financial year and the attendance of members, are provided below.

Sr. No.	Particulars	No. of meetings held in FY 2024-25
1	Audit Committee	4
2	Nomination & Remuneration Committee (NRC)	1
3	Stakeholders Relationship Committee	1

22. COMPOSITION AND MEETING OF AUDIT COMMITTEE:

The Audit Committee was constituted vide Board Resolution dated 16^th May, 2024 pursuant to the provisions of Section 177 of the Companies Act, 2013. During the Financial Year 2024-25, the Company held Four (4) meetings of the Audit Committee. The composition of the Audit Committee as on March 31, 2025, along with the details of meetings attended by its members during the year, is provided below:

• The composition of audit committee as under:

Sr. No.	Name	Designation
1	Mr. Suraj Sharma	Non-Executive Independent Director - Chairman
2	Mr. Anirudh Ruia	Non-Executive Independent Director - Member
3	Mr. Parish Tekriwal	Managing Director - Member

• In the financial year 2024-2025, the Audit Committee met Four (4) times i.e. on 22^nd May, 2024, 5^th August, 2024, 21^st October, 2024 and 17^th February, 2025 and attendance of Audit Committee Members is as under:

Sr. No.	Name of Director	No. of Meeting Entitled	No. of Meeting Attended
1	Mr. Suraj Sharma	4	4
2	Mr. Anirudh Ruia	4	4
3	Mr. Parish Tekriwal	4	4

All the recommendations made by the Audit Committee during the year under review were accepted by the Board of Directors. The role and terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the Listing Regulations and are available on the Companys website at https://picturepoststudio. com

23. COMPOSITION AND MEETING OF NOMINATION & REMUNERATION COMMITTEE (NRC):

The Nomination and Remuneration Committee was constituted at the meeting of the Board of Directors held on 16^th May, 2024. During the financial year 2024-25, the Company held one (1) meeting of Nomination and Remuneration Committee.

The composition of the Committee as on March 31, 2025, and the details of the meeting attended by its members during the financial year 2024–25 are as follows:

• The composition of Nomination & Remuneration Committee as under:

Sr. No.	Name	Designation
1	Mr. Anirudh Ruia	Non-Executive Independent Director - Chairman
2	Mr. Suraj Sharma	Non-Executive Independent Director - Member
3	Mr. Gaurav Chaudhary	Non-Executive Independent Director - Member

Note: The Nomination & Remuneration Committee was re-constituted by Board of Directors in its meeting held on 17/02/2025 by appointing Mr. Gaurav Chaudhary in place of Mr. Nitin Patodia, to fill the casual vacancy caused by his resignation on 05/02/2025

• In the financial year 2024-2025, the Nomination & Remuneration Committee met once on 5^th February, 2025, and an attendance of Committee Members is as under:

Sr. No.	Name of Director	No. of Meeting Entitled	No. of Meeting Attended
1	Mr. Suraj Sharma	1	1
2	Mr. Anirudh Ruia	1	1
3	Mr. Nitin Patodia	1	1

The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and the Listing Regulations and are available on the Companys website https://picturepoststudio.com

23. COMPOSITION AND MEETING OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

• The composition of the Stakeholders Relationship Committee as under:

Sr. No.	Name	Designation
1	Mr. Gaurav Chaudhary	Non-Executive Independent Director - Chairman
2	Mr. Suraj Sharma	Non-Executive Independent Director - Member
3	Mr. Shailendra Ishwardas Chandgotia	Executive Director - Member

In the financial year 2024-2025, the Stakeholders Relationship Committee met once, on 17^th February,

2025 and the attendance of the Committee Members is as under:

Sr. No.	Name of Director	No. of Meeting Entitled	No. of Meeting Attended
1	Mr. Gaurav Chaudhary	1	1
2	Mr. Suraj Sharma	1	1
3	Mr. Shailendra Ishwardas Chandgotia	1	1

The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and the Listing Regulations and are available on the Companys website https://picturepoststudio.com

25. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY:

i. All the Independent Directors have submitted declarations to the Company stating their independence pursuant to Section 149(7) of the Companies Act, 2013. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the Ministry of Corporate Affairs or any other statutory authority. In the opinion of the Board, all the Independent Directors are individuals of integrity and possess the relevant expertise, experience, and proficiency. ii. The Company has also received the requisite declarations from the Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014. iii. All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013. iv. The Independent Directors are provided with all necessary documents, reports, and internal policies to enable them to familiarize themselves with the Companys procedures and practices.

26. FAMILIARIZATION PROGRAMME FOR 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 familiarise 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. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://picturepoststudio.com.

27. TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://picturepoststudio.com

28. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on 17^th February, 2025 without the presence of Non-Independent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting: i. Performance of Non-Independent Directors and the Board of Directors as a whole; ii. Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors; iii. Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties All the Independent Directors were present at the meeting.

29. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of National Stock Exchange of India Limited. Pursuant to Regulation 15(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the compliance with the Corporate Governance provisions specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub regulations (2) of regulation 46 and para- C, D and E of Schedule V, of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to the highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholder.

B. DISCLOSURE RELATING TO SUBSIDIARY, JOINT VENTURE AND ASSOCIATES

30. SUBSIDIARIES AND JOINT VENTURES COMPANIES:

We are pleased to inform that your Company has incorporated a wholly-owned subsidiary, M/s. Picturepost Studios UK Limited, under the

Companies Act 2006 as a private company limited by shares. The registered office of the subsidiary is situated in England and Wales. The company was incorporated on 11^th October 2024. The subsidiary has been formed to undertake and carry out activities related to the Media and Entertainment sector. The Company is yet to start its operations.

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of Financial Statement of subsidiaries and associates in the prescribed format Form AOC- 1 is appended as Annexure-II to the Boards report.

Further, the Company does not have any joint ventures or associate companies during the year and there are no companies which has become or ceased to be Subsidiary, Joint Venture/ Associate Companies.

31. RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY

The Managing Director of Company have not received any Remuneration or Commission from its wholly Owned Subsidiary Company as on 31^st March 2025. Hence reporting under this clause is not required to be provided

C. STATUTORY DISCLOSURES 32. STATUTORY AUDITORS:

M/s Bagaria & Co LLP., Chartered Accountants, (Firm Registration No. 113447W/W100019), were appointed as the Statutory auditors of the Company at the Annual General Meeting held on 5^th August, 2024 to fill the casual vacancy caused by the M/s. Dularesh K Jain & Associates (M No. 137264) and is eligible for reappointment. Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board, on recommendation of Audit Committee is of the opinion that continuation M/s Bagaria & Co LLP, as Statutory Auditors will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company for the five consecutive years, i.e., from the conclusion of the Second Annual General Meeting to the conclusion of the Seventh Annual General Meeting to be held in the year 2030.

33. SECRETERIAL AUDITOR AND THEIR REPORT:

M/s. N Bagaria & Associates, Company Secretaries, were appointed as a secretarial auditor of the company for the FY 2024-25, the secretarial audit submitted by them for the said financial year in the prescribed form MR-3 pursuant to the provisions of section 204 of the Act is appended as Annexure-III to the Boards report. The Secretarial Auditors Report for the Financial year 2024-25 does not contain any qualification, reservation or adverse remark except that certain forms/returns under the Act had been filed belatedly. However, the company has filed all applicable forms and returns by paying additional fee wherever applicable and as on the date of this report all the applicable forms/returns are duly filed.

Your Board is of the opinion that continuation M/s. N Bagaria & Associates, Company Secretaries, as Secretarial Auditors will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company for the five consecutive years, i.e., from the conclusion of the Second Annual General Meeting to the conclusion of the Seventh Annual General Meeting to be held in the year 2030. They have confirmed that they are eligible for the said appointment.

34. REPORTING OF FRAUD BY AUDITORS:

The Statutory Auditors, or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under

35. BOARDS REPONSE ON AUDITORS QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE:

The report of the Statutory Auditors and Secretarial Audit Report for the Financial Year 2024-25 does not contain any qualifications, reservations, or adverse remarks or disclaimer.

36. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with the applicable Secretarial Standards i.e., SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively issued by the Institute of Company Secretaries of India (‘ICSI) and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2024-25.

37. INTERNAL FINANCIAL CONTROLS SYSTEM:

Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial statements.

The systems/ frameworks include proper delegation of authority, operating philosophy, policies and procedures, effective IT system aligned to business requirement, an internal audit framework, an ethics framework, a risk management framework and adequate segregation of duties to ensure an acceptable level of risk. Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the financial year. There has been no significant change in the Companys internal financial controls during the financial year that have materially affected, or are reasonably likely to materially affect its internal financial controls.

38. POLICY ON DIRECTORS

APPOINTMENT AND REMUNERATION:

The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Companys policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company https://picturepoststudio.com

39. PARTICULARS OF EMPLOYEES

Disclosure with respect to remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("said Rules") is appended as Annexure-IV to the Boards report Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the above said Rules shall be made available to the Members by writing to the Company at registered office.

40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is as follows:

(A) Conservation of energy-	The Company per se does not have any activity relating to conservation
(i) the steps taken or impact on conservation of energy:	of energy and technology absorption and does not own any manufacturing facility.
(ii) the steps taken by the company for utilizing alternate sources of energy:	N.A
(iii) the capital investment on energy conservation equipments: (B) Technology absorption-	Nil
(i) the efforts made towards technology absorption:	Technology upgradation is constantly being
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:	undertaken to improve service quality and reduce costs. Training is also imparted to the companys personnel on the latest
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	development of technology related to the business of the company.
(iv) the expenditure incurred on Research and Development	(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows

(Amount in Lakhs)

	Standalone		Consolidated
PARTICULARS	2024-25	2023-24	2024-25	2023-24
Earnings in foreign currency
- Sale	28.65	37.00	28.65	Nil
Expenditure in foreign currency
- Purchase of Computer & Software Expenses	0.44	Nil	0.44	Nil

D. OTHER DISCLOSURES

41. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No material order has been passed by Regulators, Courts and Tribunals which impacts the going concern status of the company and its future during the year.

42. RISK MANAGEMENT POLICY:

As part of our governance philosophy and in order to ensure a robust risk management system to identify and evaluate business risks and opportunities. Your Company has identified various risk inherently associated with the business and accordingly formulated Risk Management Policies to oversee and manage the risks involved in all activities of the Company to maximise opportunities and minimise adversities. Our risk management framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Companys competitive advantage. Many risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

The Risk Management Framework is designed to help the organisation to meet its objectives through alignment of operating controls with the Companys mission and vision.

43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

44. DISCLOSURES REQUIRED UNDER SECTION 22 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

Our Company has always believed in providing a safe and harassment-free workplace for every individual working on its premises. The company always endeavours to create and provide an environment that is free from discrimination and harassment.

The policy on prevention of sexual harassment at the workplace aims to prevent harassment of employees, {whether permanent, temporary, ad hoc, consultants, interns, or contract workers, irrespective of gender, and lays down guidelines for identification, reporting, and prevention of undesired behaviour. The company has duly constituted an internal complaints committee as per the said Act.

During the financial year ended March 31, 2025, there will be no complaints recorded pertaining to sexual harassment.

45. VIGIL MACHANISM:

The company has established a vigil Mechanism and accordingly frame the whistle blower policy in accordance with the provisions of the regulation 22 of SEBI (listing obligations and disclosure requirements), regulations, 2015 and rule 7 of the companies (Meetings of Board and its Powers) Rules, 2014. The policy enables directors, employers and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for an appropriate action.

Under the vigil mechanism, all directors, employees, business associates have direct access to the chairman of the audit committee. The whistle blower policy can be accessed at https://picturepoststudio.com/.

46. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, interalia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee,basedonneedandcompliancerequirements.

47. CODE FOR PREVENTION OF INSIDER-TRADING

Your Company has adopted a Code of Conduct ("Code of Practice and Procedure for UPSI") to regulate, monitor and report trading in Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code on Insider Trading, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Companys shares and sharing Unpublished Price Sensitive Information ("UPSI").

The Code on Insider Trading also mandates that any person in possession of UPSI must refrain from using that information for personal gain, ensuring fairness and transparency in the market. The Code on Insider Trading covers Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI. The Code on Insider Trading has been communicated to all concerned.

The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code of Fair Disclosure") in compliance with the PIT Regulations. The Code of Fair Disclosure is available on the website of the Company and can be accessed at https: //picturepoststudio. com/corporate-policies/

48. CODE OF CONDUCT:

Commitment to ethical professional conduct is a must for every employee, including board members and senior management personnel of the company. The duties of the directors including duties as an Independent director as laid down in the act, also forms path of code of conduct.

The code of conduct is available on the website of the company at https://picturepoststudio.com. All board members and senior management personnel affirm compliance with code of conduct annually. The declaration signed by the chairman and managing director to this effect is appended as Annexure-V to the Boards report.

49. POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://picturepoststudio.com

50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

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

51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no time settlement of loans taken from Banks and Financial institutions

52. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report (BRSR) pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended as on 31^st March 2025.

53. INAPPLICABLE PROVISIONS

i. The provisions of Corporate Social Responsibility are not applicable to your Company as the Company has not exceeded the threshold limits of Turnover, Net worth or Net Profit, as prescribed under the Companies Act 2013.

ii. The Company is not required to maintain cost records as specified by the Central Government u/s 148(1) of the Companies Act, 2013 and hence such accounts and records are not being maintained

54. REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing, the Company appointed Bigshare Services Private Limited as its RTA. As required under Regulation 7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and compliance officer of the Company certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI.

Details of the RTA are given below:

Bigshare Services Private Limited CIN: U99999MH1994PTC076534

Office no. S6-2, 6^th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East), Mumbai-400 093

55.LISTING

At present, the equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code- PPSL and ISIN: INE0YAL01017

56.POSTAL BALLOT:

During the year under review, no resolution was passed through postal ballot.

57. SCORES:

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.

58. RECONCILIATION OF SHARE CAPITAL AUDIT:

Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile: vide SEBI circular No. D&CC / FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Chartered Accountant in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) . and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing Chartered Accountant is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.

59. CREDIT RATING

There were no instances during the year which requires the company to obtain credit rating from any credit rating agencies.

60.INVESTOR GRIEVANCE REDRESSAL

During the financial year 2024-25, there were no complaints received from the investor The designated email id for Investor complaint is investors@ picturepoststudio.com

61. COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Mr. Abhishek Sharma Company Secretary & Compliance Officer

Registered Office: 701, 7^th Floor, Sapphire Building, Junction of S.V. Rd & 1^st Rd, Khar (W), Khar Colony, Mumbai, Mumbai, Maharashtra, India, 400052

Address at which the books of account maintained: 901 9^th floor Sapphire Building, Junction of SV Road and 1^st Road Khar West, Khar Colony, Mumbai, Mumbai, Maharashtra, India, 400052

62.BUSINESS LOCATIONS

As on March 31, 2025, the company has its place of business (Studios) in the following locations

Mumbai – 701, 7^th Floor, Sapphire Building, Junction of S.V. Rd & 1^st Rd, Khar (W), Khar Colony, Mumbai, Maharashtra, India, 400052

63.ACKNOWLEDGEMENT:

The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support received from customers, distributors, suppliers and business associates. Your directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained all round performance in a challenging business environment.

For and on behalf of the Board of Directors
	Picturepost Studios Limited
	Sd/-
	Mr. Parish Tekriwal
Place: Mumbai	Managing director
Date: 28th May, 2025	DIN: 03530041