Shemaroo Entertainment Ltd Management Discussions

Global Economy

In 2024, the global economy expanded at a steady yet subdued pace, with real GDP growth estimated at 3.2%, mirroring the previous year. This marks the weakest five- year stretch since the 1990s, as persistent structural challenges and geopolitical uncertainties weighed on momentum. Advanced economies grew modestly, averaging 1.7%, with Germany slipping into a mild recession (-0.2%). In contrast, the U.S. economy outperformed expectations, growing by approximately 2.6%, supported by resilient consumer demand. Emerging markets and developing economies continued to be the engine of global growth, posting gains around 4.2-4.4%. South Asia led regional performance with growth nearing 6%, driven by India and Southeast Asia. Chinas growth, however, moderated to around 4.8%, reflecting domestic imbalances and weaker external demand. Trade disruptions, including renewed tariff tensions, volatile energy prices, and ongoing geopolitical flashpoints, notably in Eastern Europe and the Middle East, added uncertainty to theglobal outlook.

Based on the current international economic and political landscape and the world economic situation, the world economy in 2025 will stay on the track of low-to-medium growth, with an estimated growth rate of about 3.0%. Emerging markets and developing economies will continue to grow significantly faster than developed economies. Structural reforms, investment in green infrastructure, and productivity-enhancing initiatives will be essential for unlocking long-term potential. The possibility of a significant fall in world economic growth due to geopolitical turmoil or escalatory trade frictions cannot be ruled out.

Indian Economy

Indias economy grew by 6.5% in FY2024-25, its slowest pace since the pandemic and a sharp moderation from 9.2% in the previous year. The deceleration stemmed from weak export demand, tepid rural consumption, and tight global financial conditions. Elevated geopolitical tensions-including the Red Sea disruptions, the prolonged Russia-Ukraine conflict, and instability in West Asia-added pressure on trade routes and energy prices,

weighing on the external sector.

Despite global headwinds, India maintained its position among the fastest-growing major economies, supported by robust government capital spending, a stable services sector, and resilient domestic consumption. Agricultural growth accelerated, aided by improved yields and favourable weather, while manufacturing output moderated due to subdued global demand.

Inflation remained largely contained, helped by easing food prices and prudent monetary policy. In a notable policy shift, the Reserve Bank of India initiated rate cuts in early 2025, supporting growth without jeopardizing macroeconomic stability. Private investment, however, remained cautious amid global uncertainties.

Looking ahead to FY2025-26, Indias growth outlook remains cautiously optimistic, with a projected GDP expansion of 6.5%, supported by an improving global backdrop, better rural sentiment, and continued infrastructure investments. The inflation rate is expected to moderate further to 4.3%, assuming a normal monsoon. However, risks persist with geopolitical uncertainties, tariff-related tensions and volatile commodity prices, that may impact growth in next fiscal.

Media and Entertainment Industry

The Indian Media & Entertainment (M&E) sector maintained its growth momentum in 2024, albeit at a slower pace, expanding by 3.3% or INR 81 billion to reach INR 2.5 trillion. This growth, while moderate compared to previous years, reflects the sectors continued resilience and evolution. The M&E sector contributed 0.73% to Indias GDP and stood 30% above its pre-pandemic 2019 levels. However, key traditional segments-television, print, and radio-continued to trail their 2019 revenue benchmarks, underscoring ongoing structural shifts within the industry.

For the first time, digital media overtook television to become the largest contributor to M&E revenues, accounting for 32% of the total revenue. New media, which includes digital media and online gaming-grew by INR 113 billion (12%) and now represents 41% of the industry. In

in INR Bn	2019	2022	2023	2024	2025E	2027E	Growth 2024 vs 2023	CAGR (2024- 2027)
Digital Media	308	571	686	802	903	1,104	16.9%	11.2%
Television	788	726	711	679	676	667	-4.5%	-0.6%
Print	296	250	259	260	262	267	0.4%	0.9%
Online Gaming	64	222	236	232	260	316	-1.7%	10.8%
Filmed Entertainment	191	172	197	187	196	213	-5.1%	4.3%
Animation and VFX	95	107	114	103	113	147	-9.6%	12.5%
Live Events	83	73	88	101	119	167	14.8%	18.2%
Out of Home Media	51	48	54	59	66	79	9.3%	10.2%
Music	15	46	54	53	60	78	-1.9%	13.4%
Radio	31	21	23	25	27	30	8.7%	6.6%
Total	1,922	2,237	2,422	2,502	2,682	3,067	3.3%	7.0%

Source: FICCI-EY

contrast, core traditional media segments (television, print, radio, and music) saw revenues decline by 3% or INR 30 billion, reducing their collective share to 41%. Outside- the-home media (filmed entertainment, live events, and out-of-home advertising) posted a modest 3% growth and now contribute 14% to the sector.

Advertising revenues increased by 8.1%, led by strong growth in digital performance marketing, increased brand spending on e-commerce platforms, rising demand for premium and digital out-of-home inventory, and the continued resilience of print and radio advertising in local markets. However, subscription revenues fell due to multiple factors: a loss of six million Pay TV homes, declining theatrical admissions, underperformance at the box office (with film revenues down 5.6%), and a drop in real-money gaming revenues following the implementation of higher GST rates.

Content production volumes were also affected. Animation and VFX revenues declined by 9.4% due to a slowdown in global and domestic demand, ongoing supply chain issues, and industry disruptions such as the writers strike in the U.S. Premium OTT content volumes shrank by 12% as platforms prioritized fewer, higher-quality releases. Looking ahead, the M&E sector is projected to grow by 7.2% in 2025 to reach INR 2.68 trillion and is expected to continue growing at a CAGR of 7% to reach INR 3.07trillion by 2027.

Television Segment

The television segment continued to face headwinds in 2024, with revenues declining by 4.5%-marking the second consecutive year of contraction following a 2% decline in 2023. This downturn was driven by weakness across both advertising and distribution revenue streams. Television advertising revenues fell by 6%, primarily due to a similar reduction in ad volumes and a 12% drop in the number of brands advertising on the medium. Distribution revenues declined by 3%, reflecting a 6% reduction in Pay TV households, a net loss of 6 million subscribers, bringing the total down to 111 million. This was only partially offset by a marginal increase in average revenue per user (ARPU).

Despite these declines, connected TV adoption continued to expand. The number of active connected TV sets grew to 50 million, with approximately 30 million connecting to the internet on a weekly basis. Free television also saw growth, largely driven by Prasar Bharatis FreeDish platform, which expanded its reach to approximately 49 million homes.

From a viewership perspective, overall television impressions remained flat year-over-year. The cumulative weekly reach of television stood at 753 million viewers, compared to 758 million in 2023. Notably, average daily time spent increased slightly to three hours and forty-two minutes. General entertainment channels (GECs) and movies accounted for75% of total viewership-a trend that has remained stable over the past seven years. News channels recorded a 13% increase in viewership, supported by general and state elections. Conversely, sports viewership declined by 27%, despite marquee events such as the IPLand T20 Cricket World Cup.

Looking ahead, structural shifts in viewing habits are expected to continue. Pay TV households are projected to decline further, reaching 95 million by 2027, as large- screen viewership increasingly migrates to connected TVs. Free TV is expected to expand to 53 million homes, while connected TV households are projected to grow to 48 million by 2027 from 30 million today, driven by rising broadband penetration.

Given the ongoing challenges, linear TV advertising revenues are expected to remain under pressure, with a projected CAGR of just 1.2%, reaching INR 305 billion by 2027. Subscription revenues are also expected to decline at a CAGR of 2%,falling to INR 362 billion by 2027.

Digital Media Segment

Digital media was the fastest growing and largest segment of the Indian Media & Entertainment (M&E) sector in 2024, growing 17% to reach INR 802 billion and overtaking television for the first time. With a 32% share of the total sector, digital media now sits at the heart of Indias media landscape.

Advertising continues to dominate, contributing 87% of total digital revenues. Digital advertising grew 17% to INR 700 billion, led by increased performance-led spending across search, social, and e-commerce platforms. Search

and social media (including YouTube premium) accounted for INR 488 billion or 61% of total digital revenues. E- commerce platforms, drawing spends from trade and promotion budgets, contributed 18%, surpassing entertainment and sports streaming platforms, which garnered 17%, led by JioHotStar, Prime Video, Sony LIV, Netflix, among others.

Digital subscription revenues grew 15%, reaching approximately INR 107 billion. Video continued to dominate with a 90% share, rising 11% to INR 92 billion. Around 47 million households held 111 million video OTT subscriptions including bundled subscriptions, averaging 2.3 subscriptions per household.

Indias digital infrastructure remains strong. The country had 945 million broadband subscribers, the second- largest base globally-and 562 million smartphone users, representing 39% of the population. Wired broadband homes stood at 46 million, enabling large-screen digital consumption comparable to DTH and cable. Monthly active connected TV sets reached 50 million, while video viewership grew 3% to 551 million, covering 98% of smartphone users. Telecom subscriptions remained steady at 1.19 billion.

Digital media is projected to be the first M&E segment in India to cross INR1 trillion by 2026, reaching INR 1.1 trillion by 2027 at a 11% CAGR. By then, it is expected to contribute 36% of the M&E sector. Digital advertising will grow at a

CAGR of 11% to INR 957 billion by 2027, while digital subscription revenues are expected to rise at a 13% CAGR to INR 147 billion, driven by wider adoption of SVOD and continued expansion of connected devices.

Key Financial Ratios

	Standalone			Consolidated
	FY24-25	FY23-24	FY22-23	FY24-25	FY23-24	FY22-23
Debtors Turnover Ratio	5.34	5.10	5.98	5.45	5.20	6.07
Inventory Turnover Ratio	1.05	0.96	0.74	1.10	1.00	0.77
Interest Coverage Ratio	-2.48	-0.25	1.32	-2.32	-0.16	1.37
Current Ratio	1.99	2.09	2.30	2.01	2.09	2.29
Debt Equity Ratio	0.64	0.61	0.54	0.64	0.62	0.55
Operating Profit Margin (%)	-14.0%	-1.3%	7.3%	-12.5%	-0.8%	7.6%
Net Profit Margin (%)	-13.5%	-6.4%	1.2%	-12.4%	-5.9%	1.5%
Return on Net Worth	-19.4%	-1.6%	6.6%	-18.3%	-1.1%	7.2%

Source: FICCI-EY

The decrease in debtors turnover ratio is attributable to increase in average debtors. The inventory turnover ratio is increased due to increase in sales and better market conditions. The interest coverage ratio decreased due to loss incurred in current year. The decrease in current ratio is attributable to increase in trade payables and current borrowings. The debt eguity ratio increased due to loss incurred in current year. The operating profit margin decreased due to operating loss incurred in current year. The net profit margin decreased due to loss incurred in current year. The return on net worth decreased due to loss incurred in current year.

CAUTIONARY STATEMENT

This report comprises the facts and figures along with assumptions, strategy, goal, and intentions of the Company which may be "forward-looking". The Companys actual results and performance may differ considerably from those presented herein. The Companys performance is dependent upon global and national economic conditions, the price of commodities, business risk, changes in the Governments rules and regulations and so on.

Boards Report

Dear Members,

Your Directors take pleasure in submitting 20^th Annual Report on the business and operations of your Company together with the Audited Financial Accounts for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

( in Lakhs)

Particulars	Current year 2024-25	Previous year 2023-24
Total Income	65,985	68,189
Total expenditure	77,849	72,224
Profit /Loss Before Taxation	(11,864)	(4,035)
Tax Expenses	(3,115)	227
Profit After Taxation	(8,750)	(4,263)
Other Comprehensive Income	(27)	(78)
Total comprehensive income/ (loss) for the year	(8,777)	(4,341)

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

During the year under review, Standalone Revenue from Operations & Other Income has decreased to 65,985 Lakhs as against 68,189 Lakhs in the previous year and Consolidated Revenue from Operations & Other Income has decreased to 69,354 Lakhs as compared to 71,208 Lakhs in the previous year.

Your Company had a standalone Net loss of 8,750 Lakhs as compared to Net loss of 4,263 in the previous financial year and a consolidated net loss 8,496 Lakhs as compared to Net loss of 4067 Lakhs in the previous financial year.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and up-to the date of this Report.

3. SUBSIDIARIES AND ASSOCIATE COMPANIES

During the year under review, the Company has 4 subsidiaries.

Under the year of review, Shemaroo Think Tank Entertainment LLP (‘the LLP), wherein the Company was in possession of 99.999% share of partnership, has applied for closure of LLP and strike off the name of the LLP under Rule 37 (1) (b) of the Limited Liability Partnership Rule, 2009 on the basis of de-functioning of the said LLP.

Further, the application was made vide LLP Form 24 vide SRN M29448177 dated 27/11/2024 for striking off the name of ‘SHEMAROO THINK TANK ENTERTAINMENT LLP (‘the LLP) and the same was approved by the Ministry of Corporate Affairs vide its email dated March 07, 2025.

Also, ShemarooVerse Digital Limited, a Wholly Owned Foreign Subsidiary, was incorporated as a Private Company under the Companies Law, DIFC Law No. 5 of 2018 and Companies Regulations 2018 on February 04,2025 with registered number 9893 in Dubai.

The said Wholly Owned Foreign Subsidiary was incorporated with the following objects:

1. To innovate and staying ahead in the evolving digital entertainment landscape.

2. Focus on creating immersive engagements and leveraging blockchain technology to redefine ownership and interaction in the entertainment ecosystem.

3. Establish a dedicated entity in Dubai, as Dubai offers a Web3 friendly regulatory environment, which is critical for seamless token-based transactions and blockchain integration. The region also provides access to world-class partnerships, a robust talent pool, and cutting-edge infrastructure to support the development of a globally competitive product.

4. To position Shemaroo as a leader in the Web3 and Metaverse space, ensuring scalability, innovation, and long-term growth. It aligns with Shemaroos vision of creating transformative consumer experiences and strengthening Shemaroos position in the next era of entertainment.

Hence, the number of subsidiaries of the company at the end of March 31, 2025 is 4 (Four).

There has been no change in nature of business of the subsidiaries / associate.

Pursuant to Section 129(3) of the Act, a statement in Form AOC-1 containing salient features of financial positions of the subsidiaries / associate company is provided as ‘Annexure A in this Report.

Further, pursuant to the provisions of Section 136 of the Act, financial statements of the Company, consolidated financial statements along with relevant documents, and separate audited accounts in respect of subsidiaries, are available at Companys website www.shemarooent.com under Investors section.

During the year ended March 31, 2025, the Company does not have any material subsidiary companies as defined in the SEBI Listing Regulations. The Policy for determining Material Subsidiaries of the Company is available on the Companys website at www.shemarooent.com under Investors section.

4. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report is presented in a separate section, which forms part of this Report.

5. DIVIDEND

With a view to conserve the resources, your Directors have not recommended any dividend for the year ended March 31, 2025.

6. TRANSFER TO RESERVE

The Company does not propose to transfer any amount to General Reserve.

7. PUBLIC DEPOSITS

During the Financial Year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Act read with Companies (Acceptance of Deposits) Rules, 2014.

8. ANNUAL RETURN

Pursuant to provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and administration) Rules, 2014, Annual Return in Form MGT 7 will be available on the website of the Company at General Meeting Corner https://www.shemarooent. com/investors/

9. EMPLOYEES STOCK OPTION

The Company had launched UDAAN - an Employees Stock Option Scheme in 2021 to reward employees based on their long-term association, performance and to further motivate them to contribute towards growth and profitability of the Company.

A Certificate from Secretarial Auditor on implementation of the scheme in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (including any statutory modification(s) and/or re-enactment(s) thereof) is given as ‘Annexure B to this report.

No employees were issued stock options during the year equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans, guarantees given and investments made during the year as required under Section 186 and any other provisions of the Act and Schedule V of the SEBI Listing Regulations are provided in Notes 5a and 8d of the Standalone Financial Statements.

11. CREDIT RATING

During the year under review, CARE Ratings revised their rating as below:

(1) "CARE BB; Stable" revised from "CARE BB+; Stable" for Long Term Bank Facilities of 215 Crores.

12. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

During the year under review, Order from Office of the Principal Commissioner of CGST & CX, Mumbai - East, dated February 05, 2025, received on February 05,

2025 passed on reply to Show Cause Notice dated August 02, 2024.

The said Order was in respect of demand and order recovery of inadmissible Input Tax Credit (ITC) allegedly amounting to 70.26 crores, along with the alleged interest at the applicable rate and penalty equal to aforementioned tax amount under Section 74 (1) of CGST Act, 2017 read with Section 20 of the IGST Act, 2017.

Penalty allegedly amounting to 63.35 crores under Section 122(1)(ii) & (x) & Section 122 (2) (b) of CGST Act, 2017 read with Section 20 of the IGST Act, 2017.

The above has been taken as contingent liability in Notes 33.4 and 34.4 of Standalone and consolidated Financial Statements respectively.

Penalty allegedly amounting to 133.61 crores each on Joint Managing Director, Chief Executive Officer and Chief Financial Officer of the Company under Section 122(1A) of the CGST Act, 2017 and MGST Act, 2017.

Based on the Companys assessment, the alleged demand set out under the said Order is not maintainable in law. Further, the Company has adopted the necessary legal remedies to challenge the said Order including filing necessary appeal proceedings against the same.

13. DIRECTORS RESPONSIBILITY STATEMENT

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

1. in preparation of Annual Accounts for the year ended March 31, 2025, applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. 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 financial year ended March 31, 2025 and of the profit of the Company for that period;

3. proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding assets of the Company and for preventing and detecting fraud and other irregularities;

4. Annual Accounts for the year ended March 31, 2025 have been prepared on a going concern basis;

5. proper internal financial controls to be followed by the Company has been laid down and that such

internal controls are adequate and were operating effectively; and

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

14. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL

a. Directors

The second tenure of Mr. Vasanji Mamania (DIN: 00013071) and Mr. Gnanesh Gala (DIN: 00093008) as the Independent Directors of the Company was completed on May 25, 2024.

Mr. Rajen Gada (DIN: 01642360) was appointed as an Additional Independent Director by the Board of Directors on May 24, 2024 which was regularized by the Shareholders via Postal Ballot in July 2024.

Mr. Abbas Contractor (DIN: 00637326) was appointed as an Additional Independent Director by the Board of Directors on May 24, 2024 which was regularized by the Shareholders via Postal Ballot in July 2024.

Mr. Jai Buddhichand Maroo (DIN: 00169399) was re-appointed as the Executive Director of the Company with effect from May 13, 2024 which was approved by the Shareholders via Postal Ballot in July 2024.

The second tenure of Dr. CA Reeta Shah (DIN: 07141304) as the Independent Directors of the Company was completed on March 27, 2025.

Mrs. Kashmira Nilesh Dedhia (DIN: 00914691) has been appointed as an Additional Independent Director by the Board of Directors on March 24, 2025 subject to approval of the Shareholders.

Mr. Jai Buddhichand Maroo (DIN: 00169399), Executive Director is liable to retire by rotation at the 20^th Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and SEBI Listing Regulations. Further, in opinion of the Board, all Independent Directors possess integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil all the conditions of independence as specified in the Act and SEBI Listing Regulations.

b. Key Managerial Personnel

During this financial year there were no change in Key Managerial Personnel of the Company.

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

i. Mr. Raman Maroo - Chairman & Managing Director

ii. Mr. Atul Maru - Jt. Managing Director

iii. Mr. Hiren Gada - Chief Executive Officer & Whole Time Director

iv. Mr. Amit Haria - Chief Financial Officer

v. Ms. Pooja Sutradhar - Company Secretary & Compliance Officer

c. Meetings of Board of Directors:

During the year under review, the Board met 6 (Six) times. Details of the Board meetings and attendance of the Directors is provided in the Corporate Governance Report, which forms part of this report.

d. Audit Committee

The Audit Committee comprises of four members. The Chairman of the Committee is an Independent Director. The Committee met 4 (four) times during the year. Details pertaining to composition of Audit Committee and terms of reference are included in the Corporate Governance Report, which forms part of this Report.

e. Performance Evaluation of the Board

As per provision of the Act and Regulation 17 of SEBI Listing Regulations, the Board has carried out an annual performance evaluation of its own performance and that of its Committees as well as performance of all the Directors individually, was carried out internally. The performance evaluation of Chairman was carried out by the Independent Directors in their separate meeting without the attendance of the Executive Directors.

Feedback was sought by way of a structured questionnaire, based on the criteria approved by the Nomination and Remuneration Committee, for evaluation of performance of Board, Committees of Board and Individual Directors. The outcome of evaluation was shared with the Nomination and Remuneration Committee, Board and the Directors expressed their satisfaction with the evaluation process.

f. Familiarisation Programme of Independent Directors

The Company undertook familiarization programme for familiarizing Directors with the Companys operations and other relevant information, which would enable them to take well

informed decisions to discharge the responsibilities and functions conferred on them. Details of familiarization programme imparted are placed on Companys website at www.shemarooent.com under Investors section.

g. Policy on Appointment and Remuneration

In accordance with provisions of the Act and SEBI Listing Regulations, the Company has formulated a Policy on Nomination & Remuneration of Directors and Senior Management Employees on recommendation of the Nomination & Remuneration Committee. The main objective of the said policy is to identify individuals for appointment on the Board and at senior management level of the Company, designation and composition of remuneration is reasonable and sufficient to attract, retain and motivate. Details of the said Policy is given in the Corporate Governance Report.

15. AUDITORS AND AUDITORS REPORT

a. Statutory Auditors

M/s Mukund M. Chitale & Co., Chartered Accountants, (ICAI Firm Registration Number 106655W) were appointed as Statutory Auditors of the Company for a period of five consecutive years from conclusion of 16^th Annual General Meeting held in the year 2021, till conclusion of 21^st Annual General Meeting to be held in the calendar year 2026.

The Report given by the Auditors on the financial statements of the Company is part of Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by Auditors in their Report. Further, Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the year under review.

b. Secretarial Auditors

The Board of Directors of the Company in their meeting dated February 07, 2024 has appointed M/s. Dilip Bharadiya & Associates, Company Secretaries in Practice (Membership no. FCS 7956 and Certificate of Practice no. 6740) as the Secretarial Auditors of the Company for the financial year ended March 31, 2025.

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the

Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

The Audit Committee considered the findings of the Management and recommended to the Board, the appointment of M/s Dilip Bharadiya & Associates as the secretarial auditors of the Company for a period of five years commencing from the conclusion of the this 20^th Annual General Meeting till the conclusion of 25^th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025- 26 through the FY2029-30.

The Board considered the recommendation of the Audit Committee with respect to the appointment of M/s Dilip Bharadiya & Associates as the Secretarial Auditors of the Company. Based on due consideration, the Board approved the appointment of M/s Dilip Bharadiya & Associates for a period of 5 years commencing from the conclusion of the ensuing 20^th Annual General Meeting till the conclusion of 25^th Annual General Meeting of the Company to be held in the year 2030, for conducting secretarial audit of the Company for the period beginning from FY2025- 26 through the FY2029-30 in its meeting held on May 13, 2025, subject to approval of shareholders in this 20^th AGM.

The above proposal and related information forms part of the Notice of the AGM and is placed for your approval.

The Secretarial Audit Report is given as an

‘Annexure C to this report.

The Secretarial Compliance Report for the financial year ended March 31, 2025, in relation to compliance of all applicable SEBI Regulations/ circulars/ guidelines issued thereunder, pursuant to requirement of Regulation 24A of Listing

Regulations, was submitted to Stock Exchange(s).

There are no qualifications, reservations, or adverse remarks in the Secretarial Audit and Secretarial Compliance Report issued by them for the financial year 2024-25.

16. RELATED PARTY CONTRACTS OR ARRANGEMENTS

All Related Party Transactions executed in financial year 2024-25 were on arms length basis and in

the ordinary course of business. All related party

transactions are placed before the Audit Committee for their prior approval and details of the related party transactions undertaken during a particular quarter are placed at the meeting of the Audit Committee held in the succeeding quarter.

During the year, there were no related party transactions which were materially significant and that could have a potential conflict with the interests of the Company at large. Accordingly, there are no transactions that are required to be reported in Form AOC 2. All related party transactions are mentioned in notes to the accounts.

The policy on Related Party Transactions as approved by the Board is placed on the Companys website at www.shemarooent.com under Investors section.

17. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Companys Internal Control Systems are commensurate with nature of its business, size, scale and complexity of its operations. Internal auditing, of the Company, involves utilisation of a systematic methodology for analysing business processes or organisational problems and recommending solutions to add value and improve the processes. The audit approach verifies compliance with regulatory, operational and system related procedures and controls. It includes control processes both on manual and IT applications including application wherein the transactions are approved and recorded. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls.

The Company has appointed M/s. VVMP & Co., Chartered Accountants as the Internal Auditors of the Company. Internal Auditors formulates the audit plan, scope, functioning and methodology, which are reviewed every year, in a manner that they cover all areas of operations. The Audit Committee periodically deliberates on operations of the Company with the Members of the Management. Reports of the internal auditors are regularly reviewed by the management and corrective action is initiated to strengthen the controls and enhance the effectiveness of the existing systems. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

18. RISK MANAGEMENT

The Company has in place a Risk Management Policy, pursuant to provisions of Section 134 of the Act and Regulation 17 of SEBI Listing Regulations. The Company has a robust organisational structure for managing and reporting on risks.

The Senior Management periodically reviews the risk management framework to keep updated and address emerging challenges. Risk assessment and management procedures and status are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

In terms of Regulation 21 of SEBI Listing Regulations, the Constitution of Risk Management Committee was not applicable during the financial year 2024-2025.

19. WHISTLE BLOWER POLICY / VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Act and SEBI Listing Regulations is implemented through the Companys Whistle Blower Policy. This policy provides formal vigil mechanism to the Directors and employees to report their concerns about unethical behaviour, actual / suspected fraud or wrongful conduct within the Company. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

Your Company hereby confirms that no complaints were received during the year under review.

The details of the Whistle Blower Policy are available on the website of the Company at www.shemarooent.com under Investors section.

20. TRANSFER OF UNCLAIMED DIVIDEND / UNPAID SHARES/ SHARE APPLICATION MONEY DUE FOR REFUND TO IEPF

Pursuant to applicable provisions of Section 124 and 125 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years. Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by the Members for seven consecutive years or more shall also be transferred to the demat account created by IEPF Authority.

Shareholders who have not claimed their dividend warrants or share application money due for refund are requested to immediately send their request for issue of duplicate warrants.

The details of unclaimed dividend as on March 31, 2025 are as follows:

Sr. Particular No.	Date of declaration	Due date for transfer to IEPF
1. Unclaimed Final Dividend for FY 2018-2019	24.09.2019	29.10.2026
2. Unclaimed Final Dividend for FY 2017-2018	11.09.2018	17.10.2025

Pursuant to section 125 of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, (‘the Rules), the Company has remitted unclaimed Dividend of 10,770/- being

amount remaining unpaid relating to the financial year 2016-17 to ‘Investor Education and Protection Fund (IEPF) Authority established by the Central Government.

The Company has placed on its website www.shemarooent.com. information on dividends and application money which remain unclaimed with the Company. The information is also available on website of Ministry of Corporate Affairs i.e. www.mca.gov.in.

21. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year under review. the Company has not issued equity shares with differential rights as to dividend. voting or otherwise.

22. SHARE CAPITAL

As on March 31. 2025. authorized share capital of the Company was 60.00.00.000/- (Sixty Crores) and issued and paid-up equity share capital as on March 31. 2025. was 27.32.02.990/- comprising of 2.73.20.299 equity shares of 10 each.

23. CORPORATE GOVERNANCE

The Company has complied with corporate governance requirements as stipulated under SEBI Listing Regulations. The Report on Corporate Governance. alongwith Certificate from Auditors of the Company confirming compliance with conditions of Corporate Governance. as stipulated under SEBI Listing Regulations is annexed as ‘Annexure D and forms part of this Report.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

25. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

The information relating to Conservation of Energy and Technology Absorption required under Rule 8(3)(A) and 8(3)(B) of Companies (Accounts) Rules. 2014 is not applicable to the Company due to the very nature of the industry in which it operates. However. we endeavour to support the environment by adopting environment friendly practices in our office premises.

In view of the nature of activities which are being carried on by the Company. information in connection with technology absorption is Nil.

Particulars regarding foreign exchange earnings and outgo during the year are given in Note 28.2 of Standalone Financial Statements forming part of this Report.

26. HUMAN RESOURCES

At Shemaroo. we believe that our employees are valuable resources working to drive the organizations growth. The strategic alignment of Human Resource department to our business priorities is therefore critical. The Company takes pride in commitment. competence. and dedication of its employees in all areas of the business. Attracting. developing. and retaining the right talent will continue to be a key strategic imperative. and the organization continues to maintain a steady focus towards that.

Your Company has well laid down. objective and transparent processes for Recruitment. Selection. Performance Management and Talent Management. To maintain its competitive edge in a highly dynamic industry. it recognizes the importance of having a workforce which is consumer-focused. performance- driven. and future-capable. The Company is committed to nurturing. enhancing. and retaining its top talent through superior learning and organizational development. and by shaping a performance culture that brings out the best in our people.

The total employee strength at the end of financial year 2024-25 is 620.

27. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

Disclosure with respect to remuneration as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. is appended as ‘Annexure E to the Boards Report.

The information as per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014. forms part of this Report. However. as per Section 136(1) of the Act. the Annual Report and Financial Statements are being sent to the shareholders of the Company excluding the aforesaid information. The said information is available for inspection by shareholders at the Registered Office of the Company during working hours for a period of 21 days before the ensuing Annual General Meeting and shall be made available to any shareholder on request.

28. SEXUAL HARASSMENT

The Company has in place. policy for prevention of sexual harassment at workplaces in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention. Prohibition & Redressal) Act. 2013 and Rules made thereunder and conducted sessions for employees across the organization to sensitise employees and build awareness on Prevention of Sexual Harassment at workplace. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

During the year under review, there were no complaints received regarding sexual harassment which was referred to the ICC.

29. CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013. The role of the Committee is to review CSR Policy, indicate activities to be undertaken by the Company towards CSR and formulate a transparent monitoring mechanism to ensure implementation of projects and activities undertaken by the Company towards CSR.

A brief outline of the CSR Policy of the Company, CSR initiatives undertaken during the financial year 202425 together with progress thereon and report on CSR activities as required by the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in ‘Annexure F to this Report.

The CSR policy is available on our website at www.shemarooent.com under Investors section.

30. CAUTIONARY STATEMENT

Statements in the Annual Report, particularly those which relate to Management Discussion and Analysis, describing the Companys objectives, projections, estimates and expectations, may constitute ‘forward looking statements within the meaning of applicable laws and regulations. Although expectations are based on reasonable assumptions, actual results might differ substantially or materially from those expressed or implied. Important developments that could affect the Companys operations including but not limited to changes in exchange rate fluctuations, tax laws, litigation, labour relations, interest costs, political and economic environment.

31. ACKNOWLEDGEMENT

As Shemaroo steps into a new era, the Company is geared towards tapping into endless possibilities, business opportunities and new avenues; thereby continuing to create the magic of entertainment. In the process, the Company strongly believes it will contribute to the progress of all its stakeholders by delivering long term and sustainable business growth that creates value for one and all.

Your Directors take this opportunity to express their sincere appreciation for the support and co-operation extended by shareholders, customers, bankers, financial institutions, government authorities and other business associates.

The Board also gratefully acknowledges for the exemplary contribution made by the employees of the Company at all levels for achieving business goals. Their dedicated efforts and enthusiasm have been pivotal to enable the Company to navigate this period with confidence. The Board of Directors would also like to thank all stakeholders for their continued confidence and trust placed by them with the Company. We look forward to continued support of all these partners in progress.

For and on behalf of the Board of Directors
Sd/-	Sd/-
Raman Maroo	Atul Maru
Chairman & Managing Director	Jt. Managing Director
DIN: 00169152	DIN: 00169264
Mumbai
May 13, 2025