Recode Studios Ltd Directors Report

To

The Members
RECODE STUDIOS LIMITED

The Directors hereby present the 05th Annual Report on the affairs of the company together with Audited Financial Statements for the financial year ended 31st March, 2026.

1. FINANCIAL RESULTS:

(Figures in Lakhs)

PARTICULARS	Year Ended 31st March, 2026	Year Ended 31st March, 2025
Revenue from Operations	7,994.99	4,779.81
Other Income	10.83	14.12
Total	8,005.82	4,793.93
Less: Expenditure	6,411.02	4,286.39
Depreciation & Amortisation	93.75	64.09
Profit/(loss) before exceptional items and tax:	1,501.06	443.45
Exceptional Items	—	—

2. BUSINESS:

The Company is engaged in the beauty, cosmetics and personal care segment under the brand "Recode". The Company primarily undertakes the branding, procurement, marketing and distribution of beauty and personal care products across various categories, including make-up, skincare, body care and beauty accessories. During the financial year under review, the Company continued to expand and strengthen its product portfolio to cater to the evolving preferences and requirements of consumers.

The Company follows an omnichannel distribution model comprising Company-Owned Company-Operated ("COCO") stores, Franchisee-Owned Franchisee-Operated ("FOFO") stores, third-party e-commerce platforms and its proprietary website and mobile application. The Companys products are marketed and distributed through both offline and online channels, thereby enabling wider consumer reach. The Company also operates warehouses for storage, packaging and dispatch of products to its retail outlets and customers. The Companys products are manufactured through third-party manufacturers located across various states in India, with certain products also being sourced through imports. The Company does not own manufacturing facilities and primarily focuses on product sourcing, branding, marketing and distribution.

During the year under review, the Company continued to focus on strengthening the Recode brand, expanding its retail and digital presence, enhancing its product portfolio and increasing customer engagement through various marketing and

3. STATE OF COMPANYS AFFAIRS:

During the financial year under review, the Company continued to witness strong growth in its business operations and financial performance. The Revenue from Operations increased to ?7,994.99 lakhs in FY 2025-26 from ?4,779.81 lakhs in FY 2024-25.

The Total Income of the Company also increased significantly to ?8,005.82 lakhs, as compared to ?4,793.93 lakhs in the previous year, reflecting the overall expansion in the scale of operations of the Company.

The Company also recorded a substantial improvement in profitability during the year. The Profit Before Tax (PBT) increased to ?1,501.06 lakhs in FY 2025-26, as against ?443.45 lakhs in FY 2024-25. After providing for current tax and deferred tax, the Company reported a Profit After Tax (PAT) of ?1,122.48 lakhs, compared to ?311.18 lakhs in the previous financial year. The significant improvement in profitability reflects the Companys continued growth in operations and improved financial performance during the year.

The Basic and Diluted Earnings Per Share (EPS) of the Company stood at ?13.79 per equity share for FY 2025-26, as compared to ?3.82 per equity share in FY 2024-25. The increase in EPS is in line with the substantial growth in the Companys profit after tax during the year.

Overall, the financial year 2025-26 witnessed a significant improvement in both revenue and profitability, demonstrating the Companys continued business growth and strengthening financial position.

The management remains optimistic about the Companys future prospects and expects the Company to achieve further growth in revenue and profitability in the coming years, supported by continued expansion of its business operations, strengthening of its market presence and focused execution of its growth strategies.

Furthermore, Subsequent to the closure of the financial year ended 31 March 2026 but prior to the signing of this Boards Report, the Company achieved a significant milestone by successfully completing its Public Issue. The Company allotted 25,03,200 Equity Shares at an issue price of 158/- per Equity Share, comprising a face value of 10/- per share and a premium of 148/- per share, pursuant to the Public Issue on 08 May 2026. Consequently to the successful completion of the issue, the Equity Shares of the Company were listed on the BSE SME Platform on 12 May 2026. The successful listing marks an important milestone in the Companys growth journey and is expected to further strengthen its visibility, market presence and access to capital for future growth opportunities.

4. SUBSIDIARY COMPANY/FIRM(S):

The Company does not have any subsidiary as per the provisions of the Companies Act, 2013.

5. CONSOLIDATED FINANCIAL STATEMENTS:

Since the Company did not have any subsidiary during the financial year under review, the preparation of Consolidated Financial Statements is not applicable.

6. CORPORATE GOVERNANCE:

The Company is committed to maintaining high standards of corporate governance, transparency and ethical business conduct. The Board of Directors believes that sound governance practices are fundamental to promoting accountability, integrity, responsible management and sustainable growth, while safeguarding the interests of the Company and its stakeholders. Accordingly, the Company continues to conduct its affairs in accordance with the principles of transparency, fairness, accountability, integrity and compliance with applicable statutory and regulatory requirements.

During the year under review, the Company complied with the applicable provisions of the Companies Act, 2013, the rules made thereunder and other applicable statutory and regulatory requirements. Further, as the securities of the Company are listed on the SME Platform, the provisions relating to submission of a separate Corporate Governance Report, as applicable to companies listed on the Main Board, are not applicable to the Company.

Accordingly, no separate Corporate Governance Report forms part of this Boards Report. Notwithstanding the non-applicability of the detailed Corporate Governance Report, the Company continues to follow appropriate and sound governance practices and maintains adequate standards of transparency, accountability, ethical conduct and responsible management in the conduct of its business and affairs.

As part of its commitment towards good corporate governance and compliance with applicable legal and regulatory requirements, a certificate issued by a Practising Company Secretary (PCS) is annexed to and forms part of this Boards Report. The Board remains committed to continuously strengthening the Companys governance practices and ensuring transparent, responsible and compliant conduct in the overall management and affairs of the Company, in the best interests of all its stakeholders.

7. DIVIDEND:

During the year under review, the Board of Directors has recommended a Final Dividend of ?0.25 (Twenty-Five Paise) per equity share of face value of ?10/- each on 1,06,44,344 fully paid-up equity shares, aggregating to approximately ?26.61 Lakhs.

8. AMOUNTS TRANSFERRED TO ANY RESERVES:

The Company has not transferred any amount to any reserves during the financial year.

9. CHANGE IN NATURE OF BUSINESS:

During the year under review there was no change in nature of Business of the Company however following changes were made to the Memorandum of Association ("MOA") & Articles of Association ("AOA") of the company.

Amendment in Memorandum of Association

During the year under review, the Memorandum of Association ("MOA") of the Company was amended pursuant to the resolutions passed at the Extra-Ordinary General Meeting ("EGM") held on 27 August 2025, to give effect to the following changes:

• Increase in Authorised Share Capital: The Authorised Share Capital of the Company was increased from ?15.00 lakhs, comprising 1,50,000 Equity Shares of ?10/- each, to ?11.00 crores, comprising 1,10,00,000 Equity Shares of ?10/- each.
• Conversion of Company into a Public Company: Pursuant to the conversion of the Company from a Private Limited Company to a Public Limited Company, Clause I of the MOA relating to the name of the Company was amended to change the name from "Recode Studios Private Limited" to "Recode Studios Limited".

Amendment in Articles of Association

During the year under review, the Company adopted a new set of Articles of Association ("AOA") in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder. The new set of AOA was approved and adopted pursuant to the resolution passed at the Extra-Ordinary General Meeting ("EGM") of the Company held on 27 August 2025, consequent to the conversion of the Company from a Private Limited Company to a Public Limited Company.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Annexed to this report as Annexure-A.

11. INTERNAL AUDITOR:

M/s Lal Bansal & Co., were appointed as the Internal Auditors of the Company on 05 September 2025 for the Financial Year 2025-26. The appointment was made in accordance with the applicable provisions of Section 138 of the Companies Act, 2013 and the rules made thereunder.

12. SHARE CAPITAL:

Authorised Share Capital

During the year under review, the Authorised Share Capital of the Company was increased pursuant to the resolution passed at the Extra-Ordinary General Meeting ("EGM") held on 27 August 2025, from ?15,00,000/- (Rupees Fifteen Lakhs only) divided into 1,50,000 Equity Shares of ?10/- each to ?11,00,00,000/- (Rupees Eleven Crores only) divided into 1,10,00,000 Equity Shares of ?10/- each.

As on 31 March 2026, the Authorised Share Capital of the Company stood at ?11,00,00,000/- (Rupees Eleven Crores only), divided into 1,10,00,000 Equity Shares of ?10/- each.

Paid-up Share Capital

During the year under review, the Company allotted 81,30,720 Equity Shares of ?10/- each as fully paid-up Bonus Shares on 15 December 2025, in the ratio of 780:1, i.e., 780 Bonus Equity Shares for every 1 existing Equity Share held by the members of the Company. Consequent to the said Bonus Issue, the paid-up Equity Share Capital of the Company increased to ?8,14,11,440/-, comprising 81,41,144 Equity Shares of ?10/- each.

As on 31 March 2026, the paid-up Equity Share Capital of the Company stood at ?8,14,11,440/- (Rupees Eight Crores Fourteen Lakhs Eleven Thousand Four Hundred Forty only), comprising 81,41,144 Equity Shares of ?10/- each.

Subsequent Issue and Allotment of Equity Shares

Subsequent to the closure of the financial year ended 31 March 2026, but prior to the signing of this Boards Report, the Company achieved a significant milestone by successfully completing its Initial Public Offering (IPO). Pursuant to the Public Issue, the Company allotted 25,03,200 Equity Shares of 10/- each at an issue price of 158/- per Equity Share, including a premium of 148/- per Equity Share, on 08 May 2026. Consequently to the said allotment, the Equity Shares of the Company were successfully listed on the BSE SME Platform on 12 May 2026. The successful completion of the IPO and listing of the Companys Equity Shares marks a significant milestone in the Companys growth journey and is expected to further strengthen its visibility, credibility and access to capital for its future expansion and business objectives.

13. FIXED DEPOSITS:

During the year, your Company has not accepted any fixed deposits under the provisions of the Companies Act, 2013 and the Rules made there under.

14. SECRETARIAL STANDARDS:

The Company has fully complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and mandated by the Ministry of Corporate Affairs (MCA), including Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2). The Company ensures that all procedural requirements relating to convening, conducting and recording of Board Meetings, Committee Meetings and General Meetings are adhered to in letter and spirit. The Board remains committed to following best secretarial practices to maintain transparency, accuracy and statutory compliance across all governance processes.

15. CHANGES IN DIRECTORS, SENIOR MANAGEMENT PERSONNEL ("SMP") & KEY MANAGERIAL PERSONNEL (KMP):

During the financial year under review, the following changes took place in the composition of the Board of Directors of the Company:

Table: Changes in Board of Directors

Name of Director	Date of Change	Nature of Change in Directorship
Dheeraj Bansal	July 10, 2025	Re-designated as Chairman & Managing Director
Karan Bansal	July 10, 2025	Re-designated as Whole-Time Director
Shelly Bansal	July 23, 2025	Appointed as Additional Executive Director
Shelly Bansal	August 27, 2025	Regularised as Executive Director
Shelly Bansal	August 27, 2025	Re-designated as Whole-Time Director
Shalini Trehan	August 25, 2025	Appointed as Additional Non-Executive Director
Shalini Trehan	August 27, 2025	Regularised as Non-Executive Director
Manoj Kumar	August 14, 2025	Appointed as Independent Director
Sarat Kumar Mishra	August 14, 2025	Appointed as Independent Director
Naveen Gupta	August 25, 2025	Appointed as Independent Director
Naveen Gupta	December 01, 2025	Re-designated as Whole-Time Director
Palak Trehan	January 31, 2026	Resigned as Whole-Time Director
Palak Trehan	January 28, 2026	Appointed as Additional Executive Director
Palak Trehan	January 31, 2026	Regularised as Executive Director
Palak Trehan	February 01, 2026	Re-designated as Whole-Time Director
Palak Trehan	February 17, 2026	Resigned as Whole-Time Director

During the financial year under review, the following changes took place in the Key Managerial Personnel ("KMP") and Senior Management Personnel ("SMP") of the Company:

Table: Changes in KMP and SMP

Name	Designation (at the time of Appointment/Change in designation/Cessation)	Date of Appointment/Change in designation/Cessation
Rahul Sachdeva	Appointed as Chief Executive Officer (CEO)	July 01, 2025
Rahul Sachdeva	Re-designated as Whole-Time Director	December 01, 2025
Rahul Sachdeva	Resigned as CEO and Whole-Time Director	January 31, 2026
Rahul Sachdeva	Appointed as Chief Operating Officer (COO)	February 24, 2026
Dheeraj Bansal	Re-designated as Chairman & Managing Director	July 10, 2025
Dheeraj Bansal	Re-designated as Whole-Time Director	July 10, 2025
Karan Bansal	Appointed as Chief Executive Officer (CEO)	February 01, 2026
Karan Bansal	Re-designated as Whole-Time Director	August 27, 2025
Narinder Singh	Appointed as Chief Financial Officer (CFO)	July 01, 2025
Mukta Ahuja	Appointed as Company Secretary & Compliance Officer	August 25, 2025

Further, the Board of Directors have recommended -

Mr. Dheeraj Bansal (DIN: 09205916), Managing Director of the Company, retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-appointment. The details of his re-appointment, including the terms and conditions, are provided in the Notice and the Explanatory Statement/Annexure to the Notice of the ensuing Annual General Meeting. The Board of Directors recommends his re-appointment for the approval and consideration of the Members at the forthcoming Annual General Meeting.

16. BOARD COMMITTEES

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the following Committees of the Board:

A. Audit Committee
B. Stakeholders Relationship Committee
C. Nomination and Remuneration Committee

The Committees have been constituted to assist the Board in effectively discharging its responsibilities and to provide focused oversight on matters falling within their respective areas of expertise. The Committees function in accordance with their respective terms of reference and applicable statutory and regulatory requirements.

During the year under review, there were no instances where the Board of Directors did not accept any recommendation made by any of the aforesaid Committees.

Composition of the Committees as on 31 March 2026

A. Composition of Audit Committee

Name of the Director	Status	Nature of Directorship
Mr. Naveen Gupta	Chairman	Independent Director
Mr. Sarat Kumar Mishra	Member	Independent Director
Mr. Dheeraj Bansal	Member	Managing Director

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Audit Committee.

B. Composition of Stakeholders Relationship Committee

Name of the Director	Status	Nature of Directorship
Ms. Shalini Trehan	Chairman	Non-Executive Director
Mr. Manoj Kumar	Member	Independent Director
Mr. Sarat Kumar Mishra	Member	Independent Director

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Stakeholders Relationship Committee.

C. Composition of Nomination and Remuneration Committee

Name of the Director	Status	Nature of Directorship
Mr. Sarat Kumar Mishra	Chairman	Independent Director
Mr. Manoj Kumar	Member	Independent Director
Ms. Shalini Trehan	Member	Non-Executive Director

The Company Secretary and Compliance Officer of the Company acts as the Secretary to the Nomination and Remuneration Committee.

Meetings of the Committees

During the financial year under review, the following meetings of the Committees of the Board were held:

Sr. No. Name of the Committee	Date(s) of Meeting
1. Nomination & Remuneration Committee (NRC)	06 September 2025; 15 December 2025
2. Stakeholders Relationship Committee (SRC)	06 September 2025
3. Audit Committee	06 September 2025; 22 December 2025; 23 December 2025

17. LISTING WITH EXCHANGES AND LISTING FEES:

Subsequent to the closure of the financial year 2025-26 but before the signing of this Boards Report, the Company successfully completed its Initial Public Offering ("IPO"), pursuant to which 25,03,200 Equity Shares of face value of ?10/- each were allotted on 08 May 2026 at an issue price of ?158/- per Equity Share, comprising a share premium of ?148/- per Equity Share.

Consequent to the successful completion of the IPO, the Equity Shares of the Company were listed and admitted to dealings on the BSE SME Platform of BSE Limited with effect from 12 May 2026. The successful listing represents a significant milestone in the growth journey of the Company and has enhanced its visibility in the capital market and provided greater liquidity to its shareholders.

The Company has complied with the applicable requirements of the Stock Exchange in connection with the listing of its Equity Shares. The listing fees applicable for the Financial Year 2026-27, as levied by the Stock Exchange, shall be duly paid within the prescribed timelines.

18. AUDITORS:

STATUTORY AUDITOR & AUDIT REPORT:

Pursuant to the provisions of Section 139 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s R M S G & Associates, Chartered Accountants (FRN: 037808N), were appointed as the Statutory Auditors of the Company to fill the casual vacancy caused due to the resignation of M/s Samarth M. Surana & CO., Chartered Accountants (FRN: 010295N), the Board of Directors has recommended the appointment of, M/s R M S G & Associates, Chartered Accountants (FRN: 037808N) as Statutory Auditors of the Company for a further term of five (5) consecutive financial years, commencing from 01st April 2026 and ending on 31st March 2031, subject to the approval of the Members at the ensuing Annual General Meeting.

The Statutory Auditors have audited the Standalone Financial Statements of the Company for the financial year ended 31st March, 2026. The Auditors Report forms part of this Annual Report, and the observations and notes referred to therein, read together with the relevant notes to the financial statements, are self-explanatory and therefore do not call for any further explanation or clarification from the Board of Directors.

The Auditors Report for the financial year under review does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or clarification by the Board of Directors is required in respect of the matters dealt with in the Auditors Report.

COST AUDITORS:

In accordance with the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Board of Directors confirms that the provisions relating to the maintenance of cost accounting records and cost audit are not applicable to the Company for the financial year 2025-26, as the Company does not fall within the prescribed class of companies and activities for which such requirements are applicable.

SECRETARIAL AUDITOR & AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Gauri Hemant Gokhale, Company Secretary in Practice (Membership No. A45512), has been appointed as the Secretarial Auditor of the 2026.

The Secretarial Audit Report for the financial year ended 31st March, 2026, forms an integral part of this Annual Report as Annexure-B. The Board notes that the said Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any further explanation or clarification from the Board.

Further, the Board of Directors has proposed the appointment of M/s Lal Ghai & Associates, Company Secretaries in Practice, as the Secretarial Auditor of the Company for a term of five consecutive years commencing from 1st April, 2026 to 31st March, 2031, subject to the approval of the Members at the ensuing Annual General Meeting.

19. BOARD MEETINGS:

During the financial year under review, the Board of Directors of the Company met 26 (Twenty-Six) times on 08 May 2025, 17 May 2025, 08 July 2025, 10 July 2025, 23 July 2025, 26 July 2025, 12 August 2025, 14 August 2025, 25 August 2025, 05 September 2025, 23 September 2025, 30 September 2025, 15 October 2025, 22 October 2025, 31 October 2025, 05 November 2025, 14 November 2025, 22 November 2025, 01 December 2025, 13 December 2025, 15 December 2025, 18 December 2025, 22 December 2025, 27 December 2025, 28 January 2026 and 17 February 2026. The meetings were duly convened and conducted in accordance with the applicable provisions of the Companies Act, 2013 and the Secretarial Standards issued by the Institute of Company Secretaries of India, as applicable.

20. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS:

The meeting of the Independent Directors of the Company for the financial year 2025-26 was held on 05 November 2025, wherein the performance of the Non-Independent Directors, the Chairperson and the Board as a whole was reviewed and evaluated. The evaluation covered various parameters, including the effectiveness and functioning of the Board, quality of participation and deliberations, governance practices, decision-making process and the overall contribution of the Board towards achieving the Companys strategic objectives.

The Company has formulated a Policy on Performance Evaluation, which lays down the framework and criteria for evaluating the performance of the Board of Directors, its Committees, Independent Directors, Executive Directors and Non-Executive Directors.

In accordance with the said Policy and the applicable provisions of the Companies Act, 2013, the Board of Directors also carried out an evaluation of the performance of the Board, its Committees and individual Directors during the financial year under review. The evaluation was undertaken based on the prescribed parameters and criteria, and the Board expressed its satisfaction with the overall performance and effectiveness of the Board, its Committees and individual Directors.

21. POLICY ON DIRECTORS APPOINTMENT & REMUNERATION:

The Nomination & Remuneration Committee of the Company has formulated the Nomination & Remuneration Policy on Directors appointment and remuneration which includes the criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013. The Nomination & Remuneration Policy is annexed hereto and forms part of this Report as Annexure-C and is also available on the website of the Company at https://shop.recodestudios.com/pages/investor-relation.

22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

Not Applicable, during the year under review.

23. 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) undertaken by the Company with any bank or financial institution. Accordingly, the requirement to provide details of any difference between the valuation at the time of OTS and the valuation done while obtaining loans does not arise.

24. DECLARATION BY INDEPENDENT DIRECTORS:

All the Independent directors of the company have given their statement of declaration under Section 149(7) of the Companies Act, 2013 ("the Act") that they meet the criteria of independence as provided in Section 149(6) of the Act, and their Declarations have been taken on record.

25. REGISTRAR AND SHARE TRANSFER AGENT:

The Company has appointed M/s Mudra RTA Ventures Private Limited, as its Registrar and Share Transfer Agent and executed post IPO Agreement for availing its various services.

26. STATEMENT W.R.T. COMPLIANCE WITH THE PROVISIONS RELATING TO MATERNITY BENEFITS ACT, 1961:

Your Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. Your Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. Your Company continuously strives to maintain a work environment that upholds the rights and well-being of its women workforce in accordance with applicable laws.

27. RISK MANAGEMENT:

The Risk Management Policy required to be formulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity.

28. LOANS, GUARANTEES & INVESTMENTS BY THE COMPANY:

Details of loans, guarantees and investments, if any, by the Company to other body corporates or persons are given in Financial Statements/Notes to the financial statements.

29. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS:

During the year under review, the Company received the requisite approval of the Central Government for conversion of the Company from a Private Limited Company into a Public Limited Company under Section 18 of the Companies Act, 2013. Consequent to such approval, the Certificate of Incorporation consequent upon conversion to a public company was issued by the Registrar of Companies, Central Processing Centre on 16 September 2025, pursuant to which the name of the Company was changed from "Recode Studios Private Limited" to "Recode Studios Limited".

Further, subsequent to the closure of the financial year ended 31 March 2026, but prior to the signing of this Boards Report, the Company successfully completed its Initial Public Offering (IPO) and obtained the requisite approvals from the concerned regulatory authorities and the Stock Exchange for listing and admission of its Equity Shares on the BSE SME Platform of BSE Limited. Pursuant to the IPO, 25,03,200 Equity Shares of ?10/- each were allotted on 08 May 2026 at an issue price of ?158/- per Equity Share, including a premium of ?148/- per Equity Share, and the Equity Shares of the Company were listed and admitted to dealings on the BSE SME Platform with effect from 12 May 2026.

Except for the aforesaid regulatory approvals in relation to the conversion of the Company into a Public Limited Company and the subsequent IPO and listing of its Equity Shares, no other material or significant orders were passed by any regulatory authority, court or tribunal during the year under review or subsequent thereto up to the date of this Boards Report, which may have an adverse impact on the going concern status or future operations of the Company.

30. MATERIAL CHANGES & COMMITMENTS:

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

31. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company is committed to maintaining a safe, inclusive, respectful and harassment-free workplace for all its employees, workers and other stakeholders. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder, the Company has constituted an Internal Complaints Committee ("ICC") to prevent, address and redress complaints relating to sexual harassment at the workplace.

The Company strives to foster a work environment based on dignity, equality, mutual respect and fairness and has implemented appropriate measures for the prevention and prohibition of sexual harassment. The Company also undertakes necessary awareness and preventive measures to ensure that employees are aware of their rights and the mechanism available for reporting and redressal of grievances.

During the financial year ended 31 March 2026, no complaint relating to sexual harassment was received by or reported to the Internal Complaints Committee of the Company.

32. RELEVANT EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013 read with the rules made thereunder, the Annual Return of the Company has been disclosed on the website of the Company and web link thereto is

https://shop.recodestudios.com/pages/annual-report.

33. RELATED PARTY TRANSACTION:

The Company has formulated and adopted a Policy on Related Party Transactions in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy provides a framework for identification, approval, review, monitoring and disclosure of transactions with related parties and ensures that such transactions are undertaken in a transparent and fair manner.

During the financial year 2025-26, all transactions entered into with related parties were undertaken in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013, the SEBI Listing Regulations and the Companys Policy on Related Party Transactions. There were no materially significant related party transactions entered into during the year that were prejudicial to the interests of the Company or had a potential conflict with the interests of the Company.

The particulars of related party transactions, as required pursuant to Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are provided in Form AOC-2, annexed to this Report as Annexure-D.

The Policy on Related Party Transactions and other applicable policies of the Company are available on the website of the Company at: https://shop.recodestudios.com/pages/investor-relation.

34. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a Whistle Blower Policy and Vigil Mechanism in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The mechanism provides a formal and confidential platform for Directors, employees and other eligible persons to report genuine concerns relating to unethical conduct, actual or suspected fraud, misconduct, irregularities or violations of the Companys policies and Code of Business Ethics.

The Vigil Mechanism incorporates adequate safeguards to ensure protection against victimisation, retaliation or any adverse action against persons who raise concerns in good faith. It also provides an appropriate channel for reporting concerns directly to the Chairman of the Audit Committee, wherever considered necessary.

All concerns received under the Whistle Blower Policy and Vigil Mechanism are dealt with appropriately and, wherever required, investigated in accordance with the prescribed procedures. During the year under review, no individual was denied access to the Audit Committee for reporting any genuine concern.

The details of the Whistle Blower Policy and Vigil Mechanism are available on the Companys website at: https://shop.recodestudios.com/pages/investor-relation.

35. INTERNAL FINANCIAL CONTROLS & ITS ADEQUACY:

The Company continues to place significant emphasis on maintaining and strengthening an effective internal control and internal financial control framework commensurate with the size, scale and nature of its business. The internal financial controls established by the Company are designed to facilitate the orderly, efficient and effective conduct of its operations, while ensuring appropriate checks and balances across various business processes.

The internal control framework provides reasonable assurance with regard to:

• Accuracy, reliability and integrity of financial and operational information;
• Compliance with applicable laws, regulations and internal policies;
• Safeguarding and protection of the Companys assets;

• Prevention and detection of frauds, errors and irregularities;
• Maintenance of proper and complete accounting records; and
• Effective and efficient execution of business processes and operations.

The internal financial control systems are reviewed and monitored periodically to assess their adequacy and effectiveness. Necessary measures are undertaken, wherever required, to strengthen the control environment and address identified gaps. The Company believes that its internal control framework supports effective risk management, operational efficiency, financial reporting and the achievement of its operational and strategic objectives.

36. FAMILIARISATION PROGRAM FOR DIRECTORS:

The Company has established a structured Familiarization Programme for its Directors, including Independent Directors, with the objective of enabling them to gain a comprehensive understanding of the Companys business, operations, business model, industry dynamics, governance framework, roles and responsibilities and to facilitate their effective participation in the deliberations of the Board and its Committees.

Under the programme, the Directors are periodically apprised of significant developments concerning the Company, including its business and financial performance, operational matters, industry trends, applicable statutory and regulatory changes, corporate governance practices and the domestic and global business environment relevant to the Companys operations.

The Company provides the Directors with relevant documents, presentations, reports and other information from time to time to enable them to make informed decisions and effectively discharge their fiduciary duties and responsibilities. The familiarization initiatives also facilitate meaningful participation by the Directors in the Board and Committee meetings and assist them in contributing effectively to the overall functioning and strategic direction of the Company.

37. DEPOSITS

The company has received loan from entities as falls under Rule 2(1)(c) which shall not be considered as deposits as per Companies (Acceptance of Deposits) Rules, 2014 under the Companies Act, 2013.

38. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS & OUTGO:

Information on conservation of energy, technology absorption and foreign exchange earnings and outgo is given in Annexure-E to this report.

39. PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the Annexure-F to this report and forms part of this report.

40. DETAIL OF FRAUDS REPORTED BY AUDITORS

The Company does not indulge in any type of frauds pursuant to section 143(12) of the Companies Act, 2013 as per the audit report stated by Auditors for financial year ended 31st March 2026.

41. BUSINESS RESPONSIBILITY REPORT:

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the Business Responsibility & Sustainability Report as part of the Annual Report for top 1000 listed entities based on market capitalization, However, this year the company does not fall under the top 1000 listed entities based on market capitalization, hence there is no requirement to prepare such report.

42. DETAILS OF NO. OF EMPLOYEES AS ON CLOSURE OF FINANCIAL YEAR:

The details regarding No. of Employees as on Closure of Financial Year are as follows:

Male	Female	Transgender
54	10	2

Note: The table in the source shows "54102-" which appears to be a formatting issue. The extracted values are likely 54, 10, and 2 (or similar). This may be a corrupted table in the source PDF. Please verify against the original document.

43. DIRECTORS RESPONSIBILITY STATEMENT:

The Directors would like to assure the Members that the financial statements for the year under review confirm in their entirety to the requirements of the Companies Act, 2013. The Directors confirm that:

a) In the preparation of the annual accounts/financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) Appropriate accounting policies have been selected and applied consistently and have 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 31st March, 2026 and of the profit/loss of the Company for the year ended on 31st March, 2026;
c) Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The annual accounts/financial statements have been prepared on a going concern basis.
e) That Internal financial controls were laid down to be followed by the company and that such internal financial controls are adequate and were operating effectively.

Proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

44. CORPORATE SOCIAL RESPONSIBILITY:

The provisions relating to Corporate Social Responsibility ("CSR") under Section 135 of the Companies Act, 2013 were not applicable to the Company during the financial year 2025-26. Accordingly, the Company was not required to incur any expenditure towards CSR activities during the financial year under review.

Consequently, the provisions relating to preparation and disclosure of the Annual Report on CSR activities are not applicable to the Company for the financial year 2025-26.

45. TRADE RELATIONS:

The Board places on record its sincere appreciation for the continued support, co-operation and contribution of the Companys suppliers, distributors, retailers, business associates and other stakeholders. The Company considers these stakeholders as valued partners in its growth journey and acknowledges their contribution towards the Companys business and progress.

The Company remains committed to building and nurturing strong, long-term relationships with all its business partners based on mutual trust, respect, co-operation and shared interests, while continuing to remain focused on delivering value to its customers and other stakeholders.

46. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND ("IEPF"):

During the year under review, no amount towards the unclaimed dividends was required to be transferred to the Investor Education and Protection Fund established by the Central Government in accordance with section 125 of the Companies Act, 2013 ("the Act"). Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 ("IEPF Rules"), as amended from time to time, the shares on which dividend remains unpaid / unclaimed

47. ACKNOWLEDGEMENT:

Your Directors express their gratitude to the Companys vendors, customers, Banks, Financial Institutions, Shareholders & society at large for their understanding and support. Finally, your Directors acknowledge the dedicated services rendered by all employees of the company.

By order of the Board For RECODE STUDIOS LIMITED

S/d ...... ...... Dheeraj Bansal Managing Director DIN: 09205916

S/d ...... Karan Bansal Whole-time director DIN: 10574827