Revati Organics Ltd Directors Report

To,

The Members,

The Board of Directors is pleased to present the Annual Report on the business and operations of Revati Media Limited (formerly known as Revati Organics Limited) along with the audited financial statements for the financial year ended 31^st March 2025. The Statement of Accounts, Auditors Report, Boards Report, and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.

1. FINANCIAL PERFORMANCE:

The performance of the Company for the financial year ended 31^st March 2025 is summarized below:

(Rs in Thousand)

Particulars	2024-25	2023-24
Revenue from operations	–	800.00
Profit/(Loss) before Tax	(2780.02)	(4187.22)
Less: Tax Expenses
Current Tax	–	–
Earlier Year tax	1.00	–
MAT Credit	–	–
Profit/Loss for the year	(2781.02)	(4187.22)
Transfer to General Reserve	–	–
Earnings Per Share	(0.93)	(1.40)

The above results are in compliance of Indian Accounting Standards (IND AS) notified by the Ministry of Corporate Affairs. The results for the previous periods have been restated to comply with Ind AS and are comparable on like to like basis.

2. DIVIDEND:

In view of the loss incurred during the year by the Company, directors do not recommend any dividend for the financial year ended on 31^st March, 2025.

3. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR:

The company is engaged in the business of buying and selling of movie rights. Revenue from other services is recognised as and when such services are performed. Your Directors are optimistic about Companys business and hopeful of better performance in the coming years.

4. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

The details regarding developments, business profile, operations, performance and future outlook of the Company is covered under Management Discussion and Analysis Report and annexed as Annexure A which forms part of this report.

5. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the business activity of the Company during the year.

6. SHARE CAPITAL :

The Authorized Share Capital as on 31^st March, 2025 was Rs.3,00,00,000/- (Rupees Three Crores Only) divided into 30,00,000 Equity Shares of Rs. 10/-.

There has been no change in the Equity Share Capital of the Company during the financial year 2024-25. Further, the Company did not raise any funds by issuance of debentures/bonds.

The Issued Share Capital as on 31^st March, 2025 was Rs.3,00,00,000/- (Rupees Three Crores Only) divided into 30,00,000 Equity Shares of Rs. 10/-.

7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES :

During the financial year under review, your Company did not have any subsidiary, associate and joint venture company.

8. PUBLIC DEPOSITS :

Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) Directors

As of March 31, 2025, your Company had 4 Directors, which includes 2 Independent Non-Executive Directors, 1 Executive Director and 1 Non-executive Woman Director.

Changes in the Board of Directors

There were following changes in the Board of Directors of the Company during the financial year under review:

Sr. No.	Name of Director	DIN	Designation	Nature of change	Date of change
1	Nikesh Oswal	07895357	Non-executive Independent Director	Cessation	15/04/2024
2	Jaimini Gosalia	10450937	Non-executive Non- Independent Woman Director	Resignation	29/05/2024
3	Jeeja Ramdas	10643322	Non-executive Non- Independent Woman Director	Appointment	29/05/2024
4	Nikesh Oswal	07895357	Non-executive Independent Director	Appointment	01/07/2024

As per the provisions of the Companies Act, 2013, Mrs. Jeeja Ramdas (DIN: 10643322) will retire as director of the Company at the Annual General Meeting and being eligible, seeks re-appointment. The Board recommends her re-appointment.

(ii) Key Managerial Personnel

During the financial year under review, Mrs. Shivani Ashish Mishra was appointed as the Company Secretary and Compliance Officer of the Company with effect from February 04, 2025. Mrs. Vrushali Sunil Malkar was appointed as the Chief Financial Officer of the Company with effect from May 28, 2025. The following is the updated list of KMPs as per the definition under Section 2(51) and Section 203 of the Act:

1. Mrs. Shivani Mishra, Company Secretary and Compliance Officer;

2. Mrs. Vrushali Sunil Malkar, Chief Financial Officer; and

3. Mr. Anil Nate, Manager

10. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received Declarations of Independence as stipulated under Section 149(7) of the Companies Act, 2013 from each of the Independent Directors confirming that he/she is not disqualified from appointing/continuing as an Independent Director.

11. INDEPENDENT DIRECTORS MEETING:

Pursuant to Part VII of Schedule IV of the Companies Act, 2013 and provisions of Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors had separate meeting without attendance of Non-Independent Directors during the year and have reviewed the performance of Non-Independent Directors and the Board of Directors as a whole. The Independent Directors assessed the quality, quantity and timeliness of information between the Company and the management and the Board.

12. CEO / CFO CERTIFICATION:

As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO / CFO certificate for the financial year 2024-25 has been submitted to the Board and the copy thereof is contained in the Annual Report as Annexure B.

13. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE AND INDIVIDUAL DIRECTOR:

The performance of the Board and of its Committees was evaluated after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc. The performance of the individual Directors was also evaluated based on criteria such as the contribution of the individual Director to the Board Meetings, meaningful and constructive contribution and inputs in meetings, attendance, etc. The Board of Directors reviewed the performance evaluation of the Board, its Committees and individual Directors.

14. NUMBER OF BOARD MEETINGS:

During the financial year 2024-25, the Board of Directors of the Company met Five (5) times. The Board meetings were held on 09^th April, 2024, 29^th May, 2024, 12^th August, 2024, 06^th November, 2024 and 04^th February, 2025.

The frequency of board meetings and quorum at such meetings were in accordance with the Companies Act, 2013 and the Securities and Exchanges Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued by ICSI. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013, the Listing Regulations and SS-1.

15. BOARD LEVEL COMMITTEE:

AUDIT COMMITTEE

The constitution of Audit Committee comprises as on 31^st March, 2025:

i) Kishor Nitin Gujale (Chairman & Non-Executive Independent Director)

ii) Nikesh Oswal (Non-Executive Independent Director)

iii) Jeeja Ramdas (Non-executive Director)

During the year under review, Jaimini Gosalia ceased to be the member by virtue of her cessation as Director. Jeeja Ramdas was appointed as the member of the Audit Committee with effect from 29^th May, 2024.

Four (4) meetings of Audit Committee were held during the year under review. The meetings were held on 29^th May, 2024, 12^th August, 2024, 06^th November, 2024 and 04^th February, 2025. All recommendations of the Audit Committee were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. Members of the Nomination and Remuneration Committee possess sound expertise / knowledge / exposure.

The composition of Nomination and Remuneration Committee as on 31^st March, 2025; i) Kishor Nitin Gujale (Chairman & Non-Executive Independent Director) ii) Nikesh Oswal (Non-Executive Independent Director) iii) Jeeja Ramdas (Non-executive Director)

During the year under review, Jaimini Gosalia ceased to be the member by virtue of her cessation as Director. Jeeja Ramdas was appointed as the member of the Nomination and Remuneration Committee with effect from 29^th May, 2024.

Four (4) meetings of the Nomination and Remuneration Committee were held during the financial year 2024-25 on 29^th May, 2024, 12^th August, 2024, 06^th November, 2024 and 04^th February, 2025.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. Members of the Stakeholders Relationship Committee possess sound expertise / knowledge and exposure.

The composition of Stakeholders Relationship Committee as on 31^st March, 2025;

i) Kishor Nitin Gujale (Chairman & Non-Executive Independent Director)

ii) Nikesh Oswal (Non-Executive Independent Director)

iii) Jeeja Ramdas (Non-executive Director)

During the year under review, Jaimini Gosalia ceased to be the member by virtue of her cessation as Director. Jeeja Ramdas was appointed as the member of the Stakeholders Relationship Committee with effect from 29^th May, 2024.

Two meetings of the Stakeholders Relationship Committee were held during the financial year 2024-25 on 12^th August, 2024 and 04^th February, 2025.

16. ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for Financial Year 2024-25 is uploaded on the website of the Company and the same is available on available on https://revatimedia.in/

17. DIRECTORS RESPONSIBILITY STATEMENT :

To the best of our knowledge and belief and according to the information and explanations obtained by us, we make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 and hereby confirm that: -

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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 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 this 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 Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. DETAIL OF FRAUD AS PER AUDITORS REPORT:

There is no fraud in the Company during the financial year ended 31^st March, 2025. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial year ended 31^st March, 2025.

19. INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT:

The Company has in place adequate internal financial controls commensurate with nature and size of the business activity and with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Companys business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

According to the Directors of your Company, elements of risks that threaten the existence of your Company are very minimal. Risk Control and Mitigation mechanisms are tested for their effectiveness on regular intervals.

20. WHISTLE BLOWER/VIGIL MECHANISM:

Your Directors would like to inform that as the Corporate Governance provisions under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable to your Company, establishment of vigil mechanism/whistle blower policy is also not applicable to the Company.

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

A. The requirements under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies [Audit & Auditors] Rules, 2014 in so far as energy conservation, technology absorption is not applicable to the Company.

B. Foreign Exchange earnings: NIL

Foreign Exchange outgo: NIL

22. AUDITORS OF THE COMPANY:

(i) STATUTORY AUDITOR

The Statutory Auditors, M/s. B.L. DASHARDA AND ASSOCIATES (FRN: 112615W), Chartered Accountants, were appointed for a period of five years at the 30^th Annual General Meeting of the Company held on 29^th September, 2023 until the conclusion of 34^th Annual General Meeting on such remuneration as mutually agreed upon between the Board of Directors and the Statutory Auditors.

During the year, the Statutory Auditors have confirmed that they satisfy the Independence Criteria required under the Companies Act, 2013 and Code of Ethics issued by the Institute of Chartered Accountants of India.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment under section 141 of the Companies Act, 2013 and that they have not been disqualified in any manner from continuing as Statutory Auditors.

STATUTORY AUDITORS REPORT

The observation of the Auditors in their report read with relevant notes on the accounts, as annexed are self-explanatory and do not call for any further explanation under section 134(3)(f)(i) of the Companies Act, 2013.

(ii) SECRETARIAL AUDITOR

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder, the Company has appointed M/s Girish Murarka & Co. Company Secretaries in Practice having membership No. 7036 to undertake Secretarial Audit of the Company.

SECRETARIAL AUDITORS REPORT

The Secretarial Audit Report for the financial year 2024-25 as issued by Secretarial Auditors, M/s Girish Murarka & Co., in the prescribed Form MR-3 is annexed to this Report as Annexure C.

(iii) COST RECORDS: Provisions of Cost Record are not applicable to the Company.

23. SECRETARIAL STANDARDS:

The Directors state that all applicable Secretarial Standards have been duly followed by the Company.

24. CODE OF CONDUCT:

All Board Members and Senior Management Personnel have affirmed compliance with Code of Conduct for Board Members and Senior Management during the financial year 2024-25. The declaration in this regard has been made by the Executive Director which forms the part of this report as an Annexure D.

25. CORPORATE GOVERNANCE:

Corporate Governance provisions under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 specified in regulations from 17 to 27 and clause (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C,D and E of Schedule V are not applicable to the Company as paid up share capital of the Company does not exceed Rs. 10 Crores and net worth of the Company does not exceed Rs. 25 Crores as on 31^st March, 2025.

26. PREVENTION OF INSIDER TRADING:

The Company has adopted a code of conduct for Prevention of Insider Trading with a view to regulate trading in securities by Directors and designated employees of the Company. The Code of conduct require pre-disclosure for dealing in the Companys Shares and prohibit the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when trading windows is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed the compliance of the Code.

27. MEANS OF COMMUNICATION:

Quarterly results have been communicated to BSE limited where the shares of the Company are listed and the same has been published in Two Newspaper-Free Press Journal (in English) and Nav Shakti (in Marathi) in terms of the requirement of Listing Agreement. Annual Report is also filed with BSE Limited and the physical copy of Annual report will be dispatched to the shareholders who request for the same.

28. ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its members are among its most important stakeholders. Accordingly, your Company is taking efforts to improve its functioning.

29. CASH FLOW STATEMENT:

In conformity with the clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31^st March, 2025 is annexed hereto.

30. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO DATE OF THIS REPORT:

Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

31. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has an internal control system commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitor and evaluate the efficacy and adequacy of internal control system in the Company, its compliance with the operating system, accounting policies and procedures of the Company. These are routinely tested and certified by Statutory as well as Internal Auditors. The Significant audit observations and the follow up action are reported to the Audit Committee.

32. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES:

The Company has taken new loan during the year. The company has not given any Guarantees, made any Investments and provides any Securities which are covered under the provisions of section 186 of the Companies Act, 2013.

33. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

No Related Party Transactions were entered into during the financial year. The requirement of giving particulars of contracts/arrangements made with related parties, in form AOC-2 are not applicable for the year under review.

34. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

The particulars of remuneration paid to Directors and employees and other related information required to be disclosed under Section 197 (12) of the Companies Act, 2013 and the Rules made thereunder are given in Annexure E.

35. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has not received any compliant during the year under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has a well-defined Prevention of Sexual Harassment at Workplace Policy.

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

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

37. 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 one time settlement of Loan taken from Bank and Financials Institutions.

38. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company does not meet the criterias mentioned under Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and there is no requirement to constitute Corporate Social Responsibility Committee.

39. GENERAL DISCLOSURES:

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

1. The Company has not bought back any of its securities during the year under review.

2. The Company has not issued any Sweat Equity Shares during the year under review.

3. No Bonus Shares were issued during the year under review.

4. The Company has not provided any Stock Option Scheme to the employees.

5. The Company has not issued any shares with differential rights

6. The Company is not required to appoint Cost Auditor

7. There were no material changes and commitments affecting the financial position of your Company between the end of the financial year and the date of this report.

ACKNOWLEDGEMENT:

Your Directors wish to thank Bankers, Government authorities, Registrar & Share Transfer Agent and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.

For and on behalf of the Board of Directors	Sd/-
Sd/-	DIRECTOR
DIRECTOR	JEEJA RAMDAS
MANISH SHAH	DIN: 10643322
DIN: 00434171
Dated : 13/08/2025
Place : Mumbai