Pritish Nandy Communications Ltd Directors Report

#DRStart#

<dhhead>DIRECTORS’ REPORT</dhhead>

PRITISH NANDY COMMUNICATIONS LIMITED THE 32ND ANNUAL REPORT AND ACCOUNTS 2025

To

The Members

Pritish Nandy Communications Limited

Your Directors present the 32nd Annual Report on the business and operations of the Company together with the audited financial accounts for the financial year ended March 31,2025.

FINANCIAL HIGHLIGHTS

Total income for this year was ? 3,424.99 lakh as compared to ? 5,835.50 lakh for the previous year. The Company incurred a loss of? 97.14 lakh after tax as compared to a profit of? 218.68 lakh after tax in the preceding year.

In? lakh

Particulars	Standalone
	Year ended March 31,2025	Year ended March 31,2024
Income from operations	3,358.42	5,771.93
Other income	66.57	63.57
Total income	3,424.99	5,835.50
Total expenditure	3,562.99	5,628.64
Profit/ (loss) before exceptional and extraordinary items and tax	(138.00)	206.86
Current tax	0.00	0.00
Profit/ (loss) after current tax	(138.00)	206.86
Deferred tax	(40.86)	(11.82)
Profit/ (loss) after tax	(97.14)	218.68
Dividend (%)	0	0
Transfer to reserves	0	0
Balance in statement of profit and loss	(933.96)	(835.98)
Paid up capital	1,446.70	1,446.70
Earnings per share (?)	(0.67)	1.51
Book value per share (?)	51.52	52.20

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

The year under review has seen intense activity for your Company in various stages of production and release across 3 original shows with the industry’s top 2 streaming platforms, Netflix and Amazon Prime Video. This was a first for us, but displayed abundantly to us, what we are capable of and set benchmarks for the fiiture.

First up, the Company’s newest Amazon original series, Ziddi Girls, premiered on February 27, 2025, to much critical acclaim and audience fanfare and is currently in contention across award platforms and festivals for the diversity and originality of its content.

Season 1 of the Company’s first Netflix original series, The Royals, premiered on May 9,2025 globally, and trended across 58 countries while holding onto its position in the top 10 shows of Netflix internationally for 4 weeks, a first for any Indian original till date. Netflix has since, additionally announced the second season of The Royals which is currently in developmental writing. Production of season 2 of The Royals is likely to commence during the current financial year.

During the year, the Company also commenced the principal photography of Season 4 of the Company’s very popular and international Emmy nominated series, Four More Shots Please!, for Amazon Prime Video and the show is expected to release in the current financial year.

During the year under review, the Company’s total income reached ? 3,424.99 lakh with a net loss after tax of ? 97.14 lakh. The Company continued to review advances for content as in the past and the Company has written off net amount of? 42.73 lakh incurred in developing content that is no longer viable to take up in the future.

As per the FICCIEY Report 2025, The Indian M&E sector continued to grow in 2024, at 3.3%. During 2024, the M&E sector grew by ? 81 billion to reach ? 2.5 trillion (US$ 29.4 billion). The M&E sector is expected to grow 7.2% in 2025 to reach ? 2.68 trillion (US$ 31.6 billion), then grow at a CAGR of 7% to reach ? 3.07 trillion (US$ 36.1 billion) by 2027. The Report has also shown a significant growth of digital media. With streaming platforms continuing to grow viewership, the immediate future of the content business looks stable and strong. Particularly for a Company like us, which makes shows for global streaming platforms. As per the FICCI EY Report 2025, Digital media overtook television for the first time to become the largest segment, contributing 32% of M&E sector revenues. The M&E sector contributes 0.73% to India’s GDP.

The PNC film library is streaming on multiple OTT platforms, giving our earlier work a new life and a new audience, apart from those who watch these films on satellite television on the Star TV platform. This growing viewership strengthens our Company’s repute as Storytellers to the World.

Work on new series and films continues in development and it is the Company’s endeavor to take atleast one more production on the floors, later this financial year.

Our objective is to scale up our existing business primarily through continuing to create and make new content, both original series and movies, that top-rated global studios are ready to fund and acquire. Simultaneously, we intend to leverage our existing content library across various platforms on a global scale. Our business model intends to remain predictable, scalable, and sustainable, ultimately leading to profitability.

DIVIDEND

Your Directors do not recommend a dividend for this year.

LISTING WITH THE STOCK EXCHANGES

The equity shares of the Company continue to remain fisted with the Bombay Stock Exchange Ltd (BSE) and National Stock Exchange of India Ltd (NSE). The fisting fees payable to both the stock exchanges for the year 2025-2026 have been paid.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the general reserve.

DEPOSIT FROM PUBLIC

The Company has not accepted any deposits within the meaning of Sections 73,74 and 76 of the Companies Act, 2013 (the Act) and the rules framed thereunder.

SUBSIDIARIES

The Company has two subsidiaries: PNC Digital Limited and PNC Wellness Limited. There are no associate companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of its subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act, in addition to the financial statements provided under Section 129(2) of the Act, consolidated financial statements of the Company and its subsidiaries in the same form and manner as that of its own, shall also be laid before the Annual General Meeting (AGM) of the Company. A statement containing salient features of the financial statements of the Company’s subsidiaries in Form AOC-l

Pursuant to the provisions of Section 136 of the Act, the standalone financial statements and consolidated financial statements of the Company along with relevant documents and separate audited accounts in respect of its subsidiaries are available on the Company’s website www.pritishnandycom.com.

PNC Digital Limited

This subsidiary was kept in order to explore new opportunities that may emerge in the streaming business by leveraging the goodwill and stature of the PNC brand. One of its roles can be that of an intermediary providing distribution services to content makers who are struggling to shift from traditional media to digital, where our Company believes the future lies.

PNC Wellness Limited

Y>This subsidiary operates in the wellness business segment which it pioneered in India when it opened Moksh: The Wellness Place in Mumbai. After a decade of innovative activity, with rentals increasing and the wellness business, like many others, shifting to digital platforms, Moksh was shut down.

The subsidiary however continues, intending to use the brand’s goodwill and reputation to build a digital opportunity at an appropriate time.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at

the end of the financial year and profit/ (loss) of the Company for that period;

c. they 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. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed by the Company and such controls appear adequate and are operating effectively;

f. they have devised proper systems to ensure compliance with provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and external consultants,

including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during FY 2024-2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr Pritish Nandy, Founder, belonging to the Promoter Group, Non-Executive Director and Chairman of the Company has ceased to be a member of the Board of the Company, due to his unfortunate demise on January 8,2025.

As on March 31,2025, the Board of Directors of the Company comprised 7 (seven) Directors, including 2 (two) Executive Directors, 1 (one) Non-Executive Non-Independent Director and 4 (four) Non-Executive Independent Directors, in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (LODR) Regulations, 2015.

In accordance with the provisions of the Act and Articles of Association of the Company, Mrs Rina Pritish Nandy (DIN: 00055748), Director of the Company, retires by rotation at the ensuing AGM, and being eligible, offers herself for re-appointment. A resolution seeking Shareholders’ approval for her re-appointment forms part of the Notice of AGM.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31,2025 are as follows:

Mr Pallab Bhattacharya (DIN: 00008277), a Wholetime Director of the Company, was appointed for a further period of 3 years w.e.f. February 17,2025.

Ms Rangita Pritish Nandy (DIN: 00005690), a Wholetime Director of the Company, was appointed for a further a period of 3 years w.e.f. February 18,2025.

Mr Kishor Palkar is the Chief Financial Officer of the Company.

Mr Santosh Gharat, Company Secretary and Compliance Officer resigned w.e.f. June 6,2024.

Mr Hemant Auti, was appointed as Company Secretary and Compliance Officer on August 6,2024 and subsequently resigned w.e.f. November 12,2024.

Ms Priyanka Shah was appointed as Company Secretary and Compliance Officer w.e.f. February 7,2025.

COMPLIANCE ON CRITERIA OF INDEPENDENCE BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each independent Director under Section 149(7) of the Act, that he/ she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, except for their sitting fees, the Independent Directors of the Company had no other pecuniary relationship or transactions with the Company.

PARTICULARS OF EMPLOYEES

This disclosure required to be furnished pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II.

BOARD MEETINGS HELD DURING THE YEAR

As required under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year 5 meetings of the Board of Directors were held and 1 meeting of Independent Directors was held. The details of the meetings of the Board are furnished in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual directors including Independent Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by the Securities and Exchange Board of India (SEBI) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Independent Directors, at their exclusive meeting held during the year on March 12,2025, reviewed the performance of the Board, its Chairman and Non-Executive Directors, as well as its Executive Directors, and other items as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF REPORT

There has been no material change and/ or commitment made affecting the financial performance of the Company that has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company’s policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Directors’ report.

AUDITORS

Statutory Auditors

BD Jokhakar & Co., Chartered Accountants (FRN 104345W) were re-appointed as Statutory Auditors of the Company for another term of 5 years at the 29 th AGM held on August 26,2022, on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors till the conclusion of the 34th AGM of the Company to be held for the financial year 2026-2027.

AUDITORS’ REPORT

The Auditors’ Report does not contain any qualifications, reservations or adverse remarks.

In the Emphasis of Matter paragraph, the auditors have stated:

We further draw attention to note 35 (a) on the standalone financial statements which describe the facts related to the legal proceedings initiated by the Company for the recovery of an advance of? 1.5 crore. The management considers the same as good and fully recoverable. The legal opinion obtained by the Company supports this. We have relied on the opinion and consequently the Company has not made provision of any amount there against.

We draw attention to note 35 (b) on the standalone financial statements which describes that the Company has received an award of? 3.52 crore plus interest of? 35 lakh in its favour in the arbitration case filed against White Feather Films (Proprietor Sanjay Gupta). White Feather Films has gone in appeal against the above said award. The court has directed the proprietor not to dispose off/ create any third-party rights on his properties which are valued at ? 12 crore. Proceedings are ongoing and in view of the same, the outstanding of ? 3.17 crore is considered as fully recoverable, and consequently there is no provision made of any amount there against.

Our opinion is not modified in respect of the above matters”.

Your Directors confirm that the matters referred to in the segment relation to Emphasis of Matter by the independent auditors in their report, have been clarified in notes 35(a), 35(b), of the standalone financial statements which are self-explanatory and reproduced below.

Note 35(a)

The Company has initiated proceedings for the recovery of an amount of ? 1.50 crore given to Saboo Films Pvt Ltd and Bharat film Works against film rights. Proceedings are ongoing before the City Civil Court and the management considers the same as fully recoverable and hence no provision has been made in the accounts at this stage. Legal opinion obtained by the Company supports this.

Note 35(b)

The Company had received an award of ? 3.52 crore plus interest of? 35 lakh in its favour in the arbitration filed against White Feather Films (Proprietor Sanjay Gupta). White Feather Films has gone in appeal against the award and was directed to deposit an amount of ? 3 crore by the Bombay High Court, which they failed to do. The Company has filed a petition for execution of the arbitration award. The Bombay High Court has restrained Sanjay Gupta from disposing of, encumbering, alienating, transferring, and parting with the possession of or creating any third-party rights or interest in his 3 properties in Pune and Khandala valued at ? 12 crore. The advance of? 3.18 crore is therefore considered as fully recoverable.

SECRETARIAL AUDITORS’ REPORT

VN Deodhar & Company, practicing Company Secretaries, was appointed for a term of 5 years commencing from F Y 2025-26 to F Y 2029-30 to conduct the Secretarial Audit of the Company, as required under Section 204 of the Act and rules thereunder.

The Secretarial Auditors’ Report is given as Annexure III which forms part of this report. The Secretarial Auditors’ Report states that during the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned therein.