Prabhat Technologies India Ltd Directors Report

To, The Members,

Prabhat Technologies (India) Limited

The Board of Directors presents to the Members the Eighteenth Annual Report of the Company, together with the Directors Report, the Audited Standalone and Consolidated Financial Statements and the Auditors Report for the financial year ended March 31, 2026.

Corporate Insolvency Resolution Process

The Members are informed that the Corporate Insolvency Resolution Process (“CIRP”) of the Company was initiated pursuant to the order dated October 10, 2019 passed by the Honble National Company Law Tribunal, Mumbai Bench, Mumbai (“NCLT”), under the provisions of the Insolvency and Bankruptcy Code, 2016 (“Code”) and the rules and regulations framed thereunder.

Mr. Rajendra K. Bhuta, bearing Registration No. IBBI/IPA-001/IP-P00141/2017-18/10305, was appointed as the Interim Resolution Professional (“IRP”) and was subsequently appointed as the Resolution Professional (“RP”) of the Company. During the CIRP, the powers of the Board of Directors stood suspended in terms of Section 17 of the Code and the management of the affairs of the Company was vested with the Resolution Professional.

Subsequently, the Honble National Company Law Appellate Tribunal (“NCLAT”), vide its judgment dated May 06, 2025, set aside the order of the Honble NCLT and remanded the matter to the Adjudicating Authority for consideration and fresh adjudication of the issues involved by passing a reasoned order. The Honble NCLAT further directed that the matter be decided expeditiously, preferably within eight weeks from the date of appearance before the Honble NCLT. Accordingly, Company Appeal (AT) (Ins) No. 183 of 2024 and Company Appeal (AT) (Ins) No. 446 of 2024 were disposed of.

Pursuant to the aforesaid proceedings, the Resolution Plan submitted in respect of the Company was approved by the Honble NCLT (Adjudicating Authority) vide its order dated October 16, 2025, in accordance with the provisions of the Code.

The approval of the Resolution Plan marks a significant milestone in the affairs of the Company and provides a framework for the resolution and revival of the Company. The Company is accordingly taking necessary steps towards implementation of the Resolution Plan in accordance with the terms and conditions thereof and the applicable provisions of law.

The Board of Directors expresses its commitment towards the revival, restructuring and sustainable growth of the Company and looks forward to the continued support and cooperation of all stakeholders.

1. FINANCIAL RESULTS:

A Summary of the Companys financial performance as per the financial statements prepared according to the Ind AS for the FY 2025-26 as compared to the previous financial year is given below:

(Figures in lakhs except EPS)

Particulars	Standalone	Consolidated
Financial Year	2025-26	2024-25	2025-26	2024-25
Revenue from operations (Net)	0.02	99.86	0.02	137.79
Other Income	399.02	92.22	510.87	95.18
Total Income	399.04	192.08	510.89	232.57
Depreciation &	108.86	37.94	108.86	38.10
Amortization
Finance Cost	0.02	0.08	1.19	10.11
Other Expenses	211.36	188.21	211.36	243.92
Extraordinary Items	1564.13	0	1564.13	0
Profit/Loss After	(1485.33)	(34.15)	(1374.65)	(59.56)
Depreciation & Interest & Extraordinary Items
Provision for Tax	-	-	(21)	-
Deferred Tax	(2416.52)	39.51	(2416.52)	40.25
Profit After Tax	(3921.64)	(30.28)	(3831.96)	(54.96)
EPS	(36.63)	0.35	(35.79)	(0.51)
(Basic and diluted)

Note:

2. RESULTS OF OPERATIONS:

As per Consolidated Financial Statements, the Company earned a total income of Rs. 510.89 Lakhs during the Financial Year 2025-26, as compared to the total income of Rs. 232.57 Lakhs earned in the previous Financial Year 2024-25. The Companys net loss for the financial year ended March 31, 2026, stood at Rs. 1374.65 lakhs as against the net loss of Rs. 59.56 lakhs in the previous year.

The Standalone Financial Statements of the Company states that, the Company earned a total income of Rs. 399.04 Lakhs during the Financial Year 2025-26, as compared to the total income of Rs 192.08 Lakhs earned in the previous Financial Year 2024-25. The Companys net loss for the Financial Year ended March 31, 2026 stood at Rs.1485.33 Lakhs as against the net loss of Rs. 34.15 Lakhs in the previous year.

3. STATE OF COMPANYS AFFAIRS:

During the financial year under review, the Resolution Plan submitted in respect of the Company was approved by the Honble National Company Law Tribunal (“NCLT”), Mumbai Bench, vide its order dated October 16, 2025, under the provisions of the Insolvency and Bankruptcy Code, 2016 (“IBC”).

The approved Resolution Plan has been duly implemented, pursuant to which the management and affairs of the Company have been taken over/reconstituted in accordance with the terms of the Resolution Plan. The implementation of the Resolution Plan marks a significant milestone towards the revival and restructuring of the Company.

The Company is now focused on strengthening its business operations, improving its financial position and achieving sustainable growth.

4. SHARE CAPITAL:

The Authorized Share Capital of the Company is Rs. 12, 00, 00,000/- and the paid-up share capital of the Company is Rs. 10, 70, 62,770/-. There was no change in the share capital of the Company during the year under review.

5. TRANSFER TO RESERVE AND SURPLUS:

There was no transfer to general reserve and surplus during the year ended March 31, 2026.

6. CHANGE IN THE NATURE OF THE BUSINESS:

During the year under review, there has been no change in the nature of the business of the Company.

7. CHANGE IN THE NAME OF THE COMPANY:

During the year under review, there was no change in the name of the Company.

8. DIVIDEND:

With a view of losses to the Company, your Board have not recommended any dividend for the Financial Year 2025-26.

9. TRANSFER TO THE INVESTOR EDUCTION AND PROTECTION FUND:

There are no underlying shares for which dividend has remained unpaid or unclaimed for a consecutive period of seven years. Therefore, there is no transfer of the same to the Investor Education Protection Fund.

10.PUBLIC DEPOSITS:

The Company has not accepted any public deposits during the Financial Year 2025-26.

11.SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Name and address of the Company	CIN / GLN	Holding/ Subsidiary / Associate	% of shareholding	Applicable Section
1. Prabhatech Global Industries Private Limited	U32302MH2018PTC3093 77	Subsidiary	100	2(87)
2. Prabhat Telecoms Hong Kong Limited*	-	Subsidiary	100	2(87)

*Prabhat Telecoms Hong Kong Limited is a Defunct Company.

There are no Companies/ Body Corporate which have become or ceased to be subsidiary/ Joint Venture/ Associate during the Financial Year 2025-26.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (“Act”) read with the Companies (Accounts) Rules, 2014, a statement containing salient features of financial statements of subsidiaries and joint venture companies in Form AOC- 1 and forms part of this report as “Annexure-I”. The separate financial statements in respect of each of the subsidiary shall be kept open for inspection at the Registered Office of the Company. The Company will also make available these documents upon request by any Member of the Company interested in obtaining the same.

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is put up on the Companys website at www.prabhatgroup.net.

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

Particulars of loans, guarantees given and investments made during the year, as required under Section 186 of the Act and Schedule V of the SEBI LODR, if any is provided in the notes of the financial statements of the Company for the year ended March 31, 2026.

13.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties as prescribed in Form No. AOC 2 of the Companies (Accounts) Rules, 2014, is annexed to this report as “Annexure II”. Further, the details of the transactions with Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

The policy on Related Party Transactions of the Company ensures proper approval and reporting of the concerned transactions between the Company and its related parties, which has been approved by the Board of Directors prior to the commencement of the CIRP and the same is uploaded on the website of the Company viz. www.prabhatgroup.net.

14.BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a. Directors

As on March 31, 2026, the Company has Three (3) Directors consisting of

One (1) Executive Director, Two (2) Non Execurive- Non Independent Director

Appointment and Cessation of Directors during the Financial Year 2025-26:

? Pursuant to the resolution plan approved by NCLT and recommendation by Resolution Applicants, Mr. Anil Kumar Sinha was appointed as Director (Executive) and Mr. Chhedilal Pandey and Mr. Bipin Tiwari appointed as Non Executive- Non Independent Director of the Company in the Board Meeting held on November 03, 2025.

? During the FY 2025-26, following Directors removed from the post Directors due to approval of Resolution Plan and in accordance with the authority granted to the Resolution Applicant for re-constitution of the Board, with effect from November 03, 2025.

1. Mr. Vishwamani Matamani Tiwari (Managing Director) 2. Parag Rameshchandra Malde (Whole Time Director) 3. Alberto Agostinomario Zummo (Independent Director) 4. Geeta Krishna Bhosle (Independent Director) 5. Nidhi Prem Chanddodhia (Independent Director)

b. Key Managerial Personnel

? Mr. Parag Rameshchandra Malde is the Chief Financial Officer of the Company.

15.MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report is annexed in Annexure III.

16.PARTICULARS OF EMPLOYEES

The Directors and employees do not exceed the remuneration criteria prescribed in Section 197 of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details attached as Annexure IV. The said information in detail is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished on request.

17.INDEPENDENT DIRECTORS MEETING:

The provisions relating to appointment of Independent Directors were not applicable to the Company during the period under review, as the Company was undergoing Corporate Insolvency Resolution Process (“CIRP”). Subsequent to the approval and implementation of the Resolution Plan, the process for reconstitution of the Board, including appointment of Independent Directors, is under process in accordance with the applicable provisions of the Companies Act, 2013.

18.DECLARATION BY INDEPENDENT DIRECTOR:

Not Applicable, as the Company was under CIRP during the period under review and the appointment of Independent Directors is under process.

19.FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Not Applicable, as the Company was under CIRP during the period under review and the appointment of Independent Directors is under process.

20.REGISTRATION WITH INDEPENDENT DIRECTORS DATABANK:

Not Applicable, as the Company was under CIRP during the period under review and the appointment of Independent Directors is under process.

21.MEETINGS OF BOARD OF DIRECTORS AND INSOLVENCY RESOLUTION

PROFESSIONAL:

As stated above, Members are informed that pursuant to Section 17 of the Code, the powers of Board of Directors of the Company stands suspended w.e.f. October 10, 2019, such powers along with the management of affairs of the Company are vested with the Resolution professional, viz., Mr. Rajendra K. Bhuta and no Board Meetings with the presence of Board of Directors were held before approval of Resolution Plan.

Mr. Parag Rameshchandra Malde, Chief Financial Officer and Mr. Rajendra K. Bhuta, Insolvency Resolution Professional of the Company have attended all the meetings before approval of resoluton plan.

After approval resolution plan details of meeting of the board of Directors forms part of the Corporate Governance Report.

22.BOARD COMMITTEES:

During the period under review, the Company was undergoing Corporate Insolvency Resolution Process (“CIRP”) and, pursuant to Section 17 of the Insolvency and Bankruptcy Code, 2016, the powers of the Board of Directors stood suspended. Accordingly, no meetings of the Board Committees were held during the CIRP period. Pursuant to the approval and implementation of the Resolution Plan, the process for reconstitution of the Board and its Committees is under process.

23.BOARD EVALUATION:

Not applicable, as the Company is in CIRP during the period under review.

24.NOMINATION AND REMUNERATION POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

Not applicable, as the Company is in CIRP during the period under review.

25.AUDITORS:

A. Statutory Auditors and its Report:

Pursuant to the provisions of Section 139 of the Act and rules made thereunder, M/s. Harish Arora & Associates, Chartered Accountants, (Firm Registration No. 015226C) were appointed as the Statutory Auditor of the Company at the 12^th AGM of the Company, for a period of five (5) consecutive years from the conclusion of 12^th AGM till the conclusion of the 17^th AGM of the Company, on such remuneration as may be mutually agreed between the Board (Resolution Professional) and the Auditors plus out of pocket expenses as may be incurred.

However, the tenure of the Statutory Auditor has expired and since the company was under Corporate Insolvency Resolution Process (“CIRP”).

Accordingly, the Board of Directors has proposed the re-appointment of M/s. Harish Arora & Associates, Chartered Accountants (Firm Registration No. 015226C), as the Statutory Auditors of the Company for a second term of five (5) consecutive years, commencing from the conclusion of the ensuing Annual General Meeting (“AGM”) until the conclusion of the 23rd AGM of the Company. The remuneration payable to the Statutory Auditors shall be such as may be determined by the Board of Directors in consultation with the Statutory Auditors, in addition to applicable taxes and reimbursement of out-of-pocket expenses incurred in connection with the audit.

B. Statutory Audit Report

The Auditors Report on the financial statement for the current year is self-explanatory, therefore does not require any further explanation. The Company has already submitted declaration pursuant to Regulation 33(3)(d) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, (“SEBI LODR”) to the Stock Exchange.

C. Internal Auditors:

The appointment of an Internal Auditor is presently under consideration.

D. Secretarial Auditors:

In compliance with the provisions of Section 204 of the Act, Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had appointed M/s. Shekhawat & Associates, Practicing Company Secretaries (Membership No: A34214; CP No. 12724) as the Secretarial Auditor to conduct the Secretarial audit of the Company for the period of 5 years.

The Secretarial Audit Report for the Financial Year 2025-26 forms part of the Annual Report in “Annexure VIII”. The Secretarial Audit report for the current year is self-explanatory, therefore does not require any further explanation.

26.DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE

WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

The Statutory Auditor and Secretarial Auditor of your 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 thereunder.

27.CORPORATE SOCIAL RESPONSIBILITY [CSR]:

The provisions of the CSR expenditure and Composition of Committee, as provided in Section 135 of the Act is not applicable to the Company.

28.MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

The Directors and employees do not exceed the remuneration criteria prescribed in Section 197 of the Companies Act, 2013 (“the Act”) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Details attached as Annexure II.

The said information in detail is available for inspection at Registered Office of the Company during working hours. Any member interested in obtaining such information may write to the Company Secretary, at the registered office and the same will be furnished on request.

29.ANNUAL RETURN:

As required under section 92(3) of the Act and rules framed thereunder and amended from time to time, the Annual Return of the Company in prescribed Form MGT-7 is available on the website of the Company i.e. at www.prabhatgroup.net.

30.CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Pursuant to provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 the details of Conservation of Energy and Technology Absorption are as follows:

A. CONSERVATION OF ENERGY

a. Major energy conservation measures taken during the year:

The Company has taken adequate measures to conserve energy by continuous monitoring and effective use of energy, which is a continuous process.

b. Additional investment and proposals, if any, being implemented for reduction of consumption of energy:

No additional investment proposed.

c. Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production of goods:

Since it is continuous process of monitoring and usage, the impact is not quantifiable.

d. During the year Company has taken following measure for optimisation of electricity: (Amount in Lakhs)

	2025-26	2024-2025
Total Electricity Expenses	6.73	5.58

B. TECHNOLOGY ABSORPTION:

Particulars with respect to technology absorption are given below:

a. Research and Development (R & D)

i. Specific areas in which R & D carried out by the Company: The Company has not carried out any research and development activities during the period under review.

ii. Benefits derived as a result of the above R & D: Not Applicable

iii. Future plan of Action: NIL

iv. Expenditure on R & D.: NIL

b. Technology absorption, adoption and innovations: NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company does not have any Foreign exchange earnings / expenses during the year under review and therefore the information in respect of Foreign Exchange Earnings and Outgo as required by Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not provided.

31.SECRETARIAL STANDARDS:

During the year under review, the Company has complied with the applicable provisions of Secretarial Standards issued by The Institute of Company Secretaries of India.

32.COMPLIANCE CERTIFICATE FROM THE PRACTICING COMPANY SECRETARIES

REGARDING COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE:

As per regulation 15(2A) and (2B) of SEBI LODR, the provisions as specified in Regulation 17 to 21 of SEBI LODR. Hence, The Compliance Certificate received from the Practicing Company Secretaries for the applicable period is attached herewith as Annexure VI and VII.

33.INTERNAL CONTROL AND ITS ADEQUACY:

The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. The Companys internal financial control system also comprises due compliances with Companys policies and Standard Operating Procedures (SOPs).

34.RISK MANAGEMENT POLICY:

The Board of the Company had, prior to commencement of the CIRP, laid down a Risk Management framework to identify, measure, mitigate and articulate business risk and opportunities. This framework seeks to create transparenc, minimize adverse impact on the business objective and enhance the Companys competitive advantage. This risk management framework helps in managing market, credit and operations risks.

35.MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL

POSITION OF THE COMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

During the period subsequent to the end of the financial year, the name of the Company was changed from Prabhat Technologies (India) Limited to Prabhat Entertainment Limited, and the Object Clause of the Memorandum of Association of the Company was amended to align its objects with the change in business focus from the telecom sector to music creation, production, publishing, distribution and commercialization of audio-visual and entertainment content across various media platforms, pursuant to the approval of the shareholders at the Extraordinary General Meeting (EGM) held on June 18, 2026.

36.VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company had, prior to the commencement of the CIRP, put in place a Vigil Mechanism/Whistle Blower Policy in terms of the provisions of Act and the SEBI LODR, to provide a formal mechanism to the Directors and employees of the Company to report their genuine concerns and grievances about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Ethics. The details of establishment of Vigil Mechanism / Whistle Blower Policy are posted on the website of the Company at www.prabhatgroup.net.

No employee has been denied access to the Resolution Professional and that no complaints were received during the year and the Resolution Professional has relied on such representation.

37.CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

As per SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of the Company had, prior to commencement of the CIRP, laid down a Code of Conduct for Prohibition of Insider Trading. The Code is applicable to Promoters and Promoters Group, such Designated Employees who are expected to have access to price sensitive information relating to the Company. The details of establishment of Code of Conduct for Prevention of Insider Trading SEBI (PIT) Regulation, 2015, are posted on the website of the Company at www.prabhatgroup.net.

38.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide a healthy environment to all the employees and thus does not tolerate any sexual harassment at workplace. The Company has in place a “policy against Sexual Harassment” of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under the policy. There was no complaint received from any employee during the financial year 2025-26 and hence no complaint is outstanding as on March 31, 2026 for redressed. The following is the summary of Sexual Harassment Complaints received and disposed during the Financial Year 2025-26.

Particulars	No. of Complaints
1 Number of complaints of sexual harassment received in the year	Nil
2 Number of Complaints disposed off during the year	Nil
3 Number of cases pending for more than ninety days	Nil

Also the Internal Complaints Committee as required to be constituted by the Company has been duly constituted as per policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Companys policy on the same is placed on the Companys website at www.prabhatgroup.net.

39.COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961.

40.MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF

FINANCIAL YEAR

The following changes took place in the Company between the end of Financial Year and the date of Board Report:

? Mr. Kamlesh Mohan Gori was appointed as the Chief Executive Officer of the Company with effect from April 30, 2026.

? Mr. Shivanshu Pandey was appointed as the Managing Director of the Company with effect from May 15, 2026.

? Mr. Aakash Vishwamani Tiwari was appointed as the Additional Director of the Company with effect from May 15, 2026.

? Ms. Sanjana Kumari was appointed as the Company Secretary and Compliance Officer of the Company with effect from August 18, 2026.

41.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

The Honble National Company Law Tribunal (“NCLT”), Mumbai Bench, vide its order dated October 10, 2019, initiated Corporate Insolvency Resolution Process (“CIRP”) against the Company under the Insolvency and Bankruptcy Code, 2016.

Subsequently, the Honble NCLT vide order dated January 09, 2024, ordered liquidation of the Company. The said order was challenged before the Honble National Company Law Appellate Tribunal (“NCLAT”), which vide its judgment dated May 06, 2025, set aside the liquidation order and remanded the matter to the NCLT for fresh consideration.

Thereafter, the Resolution Plan was approved by the Honble NCLT on October 16, 2025, pursuant to which the CIRP proceedings have been concluded in accordance with the terms of the approved Resolution Plan.

Except as stated above, there are no other significant or material orders passed by any Regulator, Court or Tribunal which may impact the Going Concern status or future operations of the Company.

42.COST RECORDS AND COST AUDIT:

During the year under review, maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148 (1) of the Act is not applicable for the business activities carried out by the Company.

43.CORPORATE GOVERNANCE

The Company has complied with the provisions of Regulation 17 to 27 of the SEBI LODR, to the extent possible. A separate section on Corporate Governance forms part of the Directors Report as stipulated in SEBI LODR, is included in the Annual Report as Annexure VII.

44.POSTAL BALLOT:

During the year under review, no postal ballot was conducted by the Company.

45.EXTRA ORDINARY GENERAL MEETING

No Extraordinary General Meeting (“EGM”) of the Company was held during the year under review.

46.OTHERS:

It is stated 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:

i. BUY BACK OF SECURITIES: The Company has not bought back any of its securities during the year under review.

ii. SWEAT EQUITY: The Company has not issued any Sweat Equity Shares during the year under review.

iii. BONUS SHARES: No Bonus Shares were issued during the year under review.

iv. EMPLOYEES STOCK OPTION PLAN: The Company has not provided any Stock Option Scheme to the employees.

v. FURTHER / RIGHT ISSUE: The Company has not issued any Equity Shares during the year under review through Private Placement or on rights basis.

47.DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 of the Act, the Directors confirms that:

i. In the preparation of annual accounts, the provisions of all applicable laws have been followed and such systems were adequate and operating effectively for the financial year ended March 31, 2026, the applicable accounting standards have also been followed;

ii. Accounting policies selected have been applied consistently. Reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the State of affairs of the Company as at March 31, 2026, and of the profit and loss of the Company for the year ended March 31, 2026;

iii. Proper and sufficient care has been taken 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;

iv. The annual accounts of the Company have been prepared on a going concern basis;

v. The Internal financial controls have been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively; vi. Proper systems have been devised to ensure compliance effectively.

48.APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND

BANKRUPTCY CODE, 2016:

The Company was admitted into Corporate Insolvency Resolution Process (“CIRP”) under the Insolvency and Bankruptcy Code, 2016. The Honble NCLT, Mumbai Bench, vide its order dated January 09, 2024, ordered liquidation of the Company, which was subsequently challenged before the Honble NCLAT.

The Honble NCLAT, vide its judgment dated May 06, 2025, set aside the liquidation order and remanded the matter to the Honble NCLT for fresh consideration. Subsequently, the Resolution Plan was approved by the Honble NCLT on October 16, 2025. Accordingly, the CIRP proceedings have been concluded in accordance with the approved Resolution Plan.

As on the date of this Report, no application or proceeding under the Insolvency and Bankruptcy Code, 2016 is pending against the Company,

49.THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT

THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the year under review, there was no One Time Settlement (OTS) entered into by the Company with any bank or financial institution and, accordingly, the provisions relating to disclosure of any difference between such valuations are not applicable to the Company.

50.IN CASE THE SECURITIES ARE SUSPENDED FROM TRADING, THE DIRECTORS

REPORT SHALL EXPLAIN THE REASON THEREOF:

The securities are suspended from trading w.e.f. January 20, 2024 due to Procedural reasons.

51.ACKNOWLEDGEMENT:

Your Directors takes this opportunity to express deep and sincere gratitude to all the stakeholders of the Company.

For and on Behalf of the Board of Directors of
Prabhat Entertainment Limited
(Formerly Known as Prabhat Technologies (India) Limited)
Sd/-	Sd/-
Anil Kumar Sinha	Chheilal Pandey
Director	Director
DIN: 10405808	DIN: 10405681
Place: Mumbai