Shemaroo Entertainment Ltd Management Discussions

GLOBAL ECONOMY:

During CY2023, the global economy demonstrated remarkable resilience, maintaining steady growth, while in ation levels returned to their desired targets. The invasion of Ukraine by Russia initiated a chain of events, including disruptions in supply chains, a global energy and goods crisis and a signi cant in ation surge, leading to synchronised tightening of monetary policies worldwide. Despite concerns, the global economy still managed to avoid a recession, with the banking system remaining strong and major emerging markets avoiding abrupt halts. Employment and income growth also remained stable, cushioned by supportive demand factors such as increased government spending and household consumption, as well as supply-side expansions, including unexpected boost in labour force participation. Market reactions were optimistic to the news of banks transitioning away from tight monetary policies. Global growth, which hit a low point of 2.3% at the close of 2022, experienced a notable rebound in 2023, reaching 3.2%. The baseline prediction for the global economy anticipates continued growth of 3.2% in both 2024 and 2025, maintaining a pace similar to that of 2023. Advanced economies might witness a slight uptick, with growth rates expected to increase from 1.6% in 2023 to 1.7% in 2024 and 1.8% in 2025. Emerging markets and developing economies are forecast to experience a modest deceleration, with growth rates projected at 4.2% in both 2024 and 2025, compared to 4.3% in 2023. Global in ation is anticipated to decline from 6.8% in 2023 to 5.9% in 2024 and 4.5% in 2025.

INDIAN ECONOMY:

The Indian economy experienced a stronger than

GDP Growth Projections	CY2023	CY2024	CY2025
Global Economy	3.2	3.2	3.2
Advanced Economies	1.6	1.7	1.8
Emerging Market and Developing Economies	4.3	4.2	4.2

anticipated growth of 8.2% in the scal year 2023-24. The growth has been driven by a shift from consumption to investment. India has now managed to grow at 7 per cent or above for the third consecutive scal year.

The Governments emphasis on capital expenditure began to stimulate private investment, contributing to this growth. The headline in ation has witnessed a downward movement, primarily due to fuel prices remaining in de ation for the past few months.

The period also witnessed robust demand, supported by both public investment and private consumption. Indicators such as the index of industrial production for consumer durables, increased sales of passenger vehicles and two-wheelers, indicated a resurgence in private consumption during this time.

Over the medium term, Indias economic growth prospects should remain strong, with GDP growth projected at 7.2% for FY2024-25. Growth will be driven by a thrust on government capex coupled with a revival in private investment, gaining virtuous investment cycle, strengthening of rural demand and increasing capacity utilization. Global liquidity conditions are also improving as central banks have started easing the tight monetary policy stance and cutting policy rates. A synchronised global recovery next year, will help improve exports while also improving capital ows to drive higher investment and consumption.

RBI has provided an in ation projection of 4.5% for FY2024-25 as concerns will persist over the higher food prices. In ation is expected to remain above RBIs target level of 4% in FY2025 and FY2026.

MEDIA & ENTERTAINMENT INDUSTRY:

The Indian M&E sector grew by INR 173 billion (8.1%) to reach INR 2.32 trillion (US$ 27.9 Billion). The sector is 21% above its pre-pandemic levels. However, television, print and radio still lagged their 2019 levels. While television continued to be the largest segment, digital media has closed the gap and is expected to surpass it in 2024.

The growth was driven by new media i.e. online gaming and digital media, contributing incremental revenue of INR 122 billion in 2023. As a result, their contribution to the overall M&E sector revenue increased from 20% in 2019 to 38% in 2023. The share of traditional media (television, print, lmed entertainment, live events, OOH, music and radio) stood at 57% in 2023, down from 75% in 2019 Overall advertising grew by 7.1% in 2023. While growth of advertising on traditional media was at, advertising on new media grew by 15.3% in 2023. The overall subscription revenue increased by 8.5% (INR 75 billion) to reach INR 956 billion in 2023. Growth was driven by online gaming which contributed incremental revenue of INR 38 billion, followed by lmed entertainment which contributed INR 22 billion of incremental revenue. Television subscription revenue increased by 1.8%, while digital subscription revenue increased by 8.3% despite a drop of 2 million in video subscribing households.

This year also witnessed signi cant developments on the consolidation front within the media and entertainment industry. Reliance-owned Viacom and the Indian arm of Disney-Star have agreed to a merger, while Sony withdrew its $10 billion merger agreement with Zee Entertainment. The M&E sector is expected to grow at 10.2% in 2024 to reach INR 2.55 trillion. Further, it is expected to reach INR 3.08 trillion by 2026. Digital media will contribute the highest incremental revenue of INR 301 billion by 2026, followed by online gaming at INR 168 billion. The share of traditional media will drop to 50% in 2026 from 57% in 2023, while the share of new media (digital media and

in INR Bn	2019	2022	2023	2024E	2026E	2023 vs. 2022	CAGR (2023- 2026)
Television	787	709	696	718	766	-1.8%	3.2%
Digital Media	308	571	654	751	955	14.5%	13.5%
Print	296	250	260	271	288	4.0	3.5%
Online Gaming	65	181	220	269	388	21.5%	20.8%
Filmed Entertainment	191	172	197	207	238	14.5%	6.5%
Animation and VFX	95	107	114	132	185	6.5%	17.5%
Live Events	83	73	88	107	143	20.5%	17.6%
Out of Home Media	39	37	42	47	54	13.5%	8.7%
Music	15	22	24	28	37	9.1%	15.5%
Radio	31	21	23	24	27	8.1%	5.5%
Total	1,910	2,144	2,317	2,553	3,081	8.1%	10.0%

online gaming) will increase to 44% in 2026 from 38% in 2023. Overall advertising is expected to reach INR 1.49 trillion by 2026, with new media growing by 14% CAGR and traditional media growing at 5% CAGR.

TELEVISION SEGMENT

In 2023, the television segment witnessed a degrowth of

1.8%, primarily due to a decline of 6.6% in advertising revenue driven by slowdown in spending by gaming and D2C brands. Premium cricket properties including the World Cup and IPL, which became free on Digital, drove audiences to digital platforms and away from traditional platforms. Advertising volumes declined 2.6% as the number of brands using TV fell by over 5% compared to last year. GEC and movie channels garnered 52% of total advertising volumes in 2023, up from 48% in 2022. Ad rates fell by ~4% as the advertiser mix shifted to lower yield categories. Subscription revenue saw a growth after three years of fall on the back of price increases (pay TV ARPUs increased by approximately 4%), though pay TV homes fell by two million. The number of Free TV households remained at 45 million while connected TV base increased to 35 million that connected to internet each month, with an estimated 19 million connecting weekly. By 2026, overall TV connections will reach 202 million from 182 million currently. Free TV households are expected to increase to 50 million while connected TV households will reach 40 million.

Television is likely to be surpassed by Digital media as the largest segment within the media and entertainment sector in India. Television revenue is expected to grow at a CAGR of 3.2% to reach INR 766 billion by 2026, driven by moderate growth in both advertising and distribution revenue. Television advertising is expected to increase at a CAGR of 3.6% to reach INR 330 billion by 2026, driven by regional channels, increased investment in sports and growth of free television. Television subscription revenue is expected to grow at a CAGR of 2.9% till 2026 to reach INR 435 billion.

DIGITAL MEDIA SEGMENT

India has a strong digital infrastructure landscape with 1.19 billion telecom subscriptions, over 900 million broadband subscriptions, 574 million smartphone users and a monthly active connected TV household base of 35 million. The digital media segment grew by 14.5% in 2023 to reach INR 654 billion. Digital advertising revenue increased by 15.4% to reach INR 576 billion, with search and social comprising 72% of total revenue, while growth was led by e-commerce advertising. Digital subscription revenue increased by 8.3% to reach INR 78 billion in 2023. The paid video segment generated subscription revenue growth of 6% as premium cricket properties were moved in front of paywalls. Paid video subscriptions reduced by 2 million to 97 million, while paid audio subscriptions increased from 4.6 million to 7.5 million in 2023.

Overall, online video viewers increased by 7% to reach 563 million. Almost 3,000 hours of fresh, original content was produced for streaming platforms, of which 52% was in regional languages, up from 47% in 2021. Direct-to-digital lm releases dropped by 50% from the previous year, with just 57 lms released on streaming platforms in 2023. The digital media segment is projected to grow at a CAGR of 13.5% till 2026 to reach INR 955 billion on the back of improved digital infrastructure, changing consumption patterns and availability of content. Digital advertising revenue will continue its share gain in the overall M&E advertising pie, growing at a CAGR of 13.5% to reach INR 842 billion by 2026, accounting of 57% of the advertising market from 51% in 2023. E-commerce will increase its share in the digital advertising revenue from 15% in 2023 to 18% in 2026, while the share of search and social will drop to 70% from 72% during the same period. Digital subscription revenues are expected to grow at a CAGR of 13.5% to reach INR 114 billion by 2026. Paid video subscriptions will reach 138 million across 65 million subscribing households, while audio OTT subscriptions will double to 15 million by 2026.

Key Financial Ratios:

		Standalone			Consolidated
Ratios
	FY 23-24	FY 22-23	FY 21-22	FY 23-24	FY 22-23	FY 21-22
Debtors Turnover Ratio	5.10	5.98	6.81	5.20	6.07	6.85
Inventory Turnover Ratio	0.96	0.74	0.51	1.00	0.77	0.53
Interest Coverage Ratio	(0.25)	1.32	1.19	(0.16)	1.37	1.13
Current Ratio	2.09	2.30	2.99	2.09	2.29	2.88
Debt Equity Ratio	0.61	0.54	0.42	0.62	0.55	0.44
Operating Pro t Margin (%)	-1.3%	7.3%	8.0%	-0.8%	7.6%	7.7%
Net Pro t Margin (%)	-6.3%	1.4%	1.8%	-5.8%	1.7%	1.4%
Return on Net Worth	-7.7%	1.2%	1.1%	-7.4%	1.6%	0.9%

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. Interest coverage ratio is 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 equity ratio is increased due to loss incurred in current year. The operating pro t margin is decreased due to operating loss incurred in current year. The net pro t margin is decreased due to loss incurred in current year. Return on net worth is decreased due to loss incurred in current year.

CAUTIONARY STATEMENT

This report comprises the facts and gures 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 19th Annual Report on the business and operations of your Company together with the Audited Financial Accounts for the financial year ended March 31, 2024.

1. FIN ANCIAL RESULTS

( Rs. in Lakhs)

	Current year	Previous year
Particulars	2023-24	2022-23
Total Income	68,189	53,824
Total expenditure	72,224	52,568
Profit /Loss Before	(4,035)	1255
Taxation
Tax Expenses	227	527
Profit After Taxation	(4,263)	728
Other Comprehensive	(78)	(96)
Income
Total comprehensive	(4,341)	633
income/(loss) for the
year

2. O VERVIEW OF COMPANYS FINANCIAL PERFORMANCE

Dur ing the year under review, Standalone Revenue Operations & Other Income has increased to Rs. 68,189 Lakhs as against Rs. 53,824 Lakhs in the previous year and Consolidated Revenue from Operations & Other Income has increased to Rs. 71,208 Lakhs as compared to

Rs. 56,003 Lakhs in the previous year.

Your Company had a standalone Net loss of Rs. 4,263 Lakhs as compared to Net profit after tax of Rs. 728 Lakhs in the previous financial year and a Consolidated Net loss of Rs. 4,067 Lakhs as compared to Net profit after tax of Rs. 936 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 upto the date of this Report.

3. SUBSIDIARIESANDASSOCIATE COMPANIES

Dur ing the year under review, the Company subsidiaries. There has been no change in nature of business of the subsidiaries / associate.

P ursuant 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 Companys website www.shemarooent.com under Investors section.

During the year ended March 31, 2024, 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 Company website at www.shemarooent. com under Investors section.

4. M ANAGEMENT DISCUSSION AND ANALYSIS

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

5. DI VIDEND

With a view to conserve the resources, your Directors have not recommended any dividend for the year ended March 31, 2024.

from6. TR ANSFER TO RESERVE

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

7. P UBLIC DEPOSITS

Dur ing 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. A NNUAL RETURN

P ursuant 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 9 will be available on the website of the Company at General Meeting Corner https://www.shemarooent. com/investors/.

has 4

9. EMPL OYEES 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.

The 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. P ARTICULARSOFLOANS,GUARANTEES

OR INVESTMENTS

P articulars of loans, guarantees given and 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

Dur ing the year under review, CARE Ratings their rating as below: (1) "CARE BBB-; Negative" revised from "CARE BBB; Stable", for Long Term Bank Facilities of Rs. 223 Crores. (2) "CARE BB+; Stable" revised from "CARE BBB-; Negative", for Long Term Bank Facilities of Rs. 223 Crores.

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

Dur ing the year under review, there were no or material orders passed by Regulators / Courts / Tribunals against the Company impacting its going concern status and operations in future.

13. DIRE CTORS RESPONSIBILITY

P ursuant to the requirement under Section 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, 2024, 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, 2024 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, 2024 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. B OARD 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.

Mr. Atul Maru (DIN: 00169264), Jt. Managing Director is liable to retire by rotation at the 19th Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Company has received declarations from all the 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

Ms. Hetal Vichhi resigned as the Company Secretary & Compliance Officer of the Company w.e.f. December 25, 2023. Ms. Pooja Sutradhar was appointed as the Company Secretary

& Compliance Officer of the Company w.e.f.

February 07, 2024.

Pursuant to Section 203 of Companies Act, 2013; Key Managerial Personnel of the Company as on March 31, 2024 are: i. Mr. Raman Maroo – Chairman & Managing Director ii. Mr. Atul Maru – Jt. Managing Director iii. Mr. Hiren Gada – WTD & CEO iv. Mr. Amit Haria – CFO v. Ms. Pooja Sutradhar – Company Secretary &

Compliance Officer c. Meetings of Board of Directors:

During the year under review, the Board met 4 (four) 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 Independent Directors in their separate meeting without the attendance of the Executive Directors.

F eedback was sought by way of a structured questionnaire, based on 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 under took 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. A UDITORS 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 Company has appointed M/s. Manish Ghia

& Associates, Practicing Company Secretary to undertake Secretarial Audit of the Company. The Secretarial Audit Report is given as an ‘Annexure C to this report. The Secretarial Compliance Report for the financial year ended March 31, 2024, 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 2023-24. The Board of Directors of the Company in its 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.

16. REL ATED PARTY CONTRACTS

ARRANGEMENTS

All Related Party Transactions executed in financial 2023-24 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.

Duringtheyear,therewerenoRelatedPartyTransactions 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 M ANAGEMENT

The Company has in place a Risk Management Policy, pursuant to provisions of Section 134 of the Act and ORRegulation 17 of SEBI Listing Regulations. The Company has a robust organisational structure for managing and reporting on risks. year 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 2023-2024.

19. W HISTLE BLOWER POLICY / VIGIL

MECHANISM

The Vigil Mechanism as envisaged in the Act 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. TR ANSFER OF UNCLAIMED

UNPAID SHARES/ SHARE APPLICATION MONEY DUE FOR REFUND TO IEPF

P ursuant to applicable provisions of Section 124 and 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, 2024 are as follows:

Particular	Date of declaration	Due date for transfer to IEPF
1. Unclaimed Final	24.09.2019	29.10.2026
Dividend for
FY 2018-2019
2. Unclaimed Final	11.09.2018	17.10.2025
Dividend for
FY 2017-2018
3. Unclaimed Final	27.09.2017	02.11.2024
Dividend for
FY 2016-2017

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 Rs. 8,345/- being amount remaining unpaid relating to the financial year 2015-16 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

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

22. SH ARE CAPITAL

As on March 31, 2024, authorized share capital of the Company was Rs. 60,00,00,000/- (Sixty Crores) and issued and paid-up equity share capital as at March 31, 2024, was Rs. 27,22,63,490/- comprising of 2,72,26,349 equity shares of Rs. 10 each.

23. C ORPORATE 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. C ONSERVATION 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. HUM AN RESOURCES

A t Shemaroo, we believe that our employees 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 2023-24 is 663.

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. SEX UAL 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 are received regarding sexual harassment. During the year under review, one complaint was received regarding sexual harassment which was referred to the ICC. The ICC conducted the due procedure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and concluded the proceedings with submission of its report to the management. With confirmation and agreement from the Complainant, the matter was closed in conciliation.

29. C ORPORATE 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 2023-24 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. C AUTIONARY STATEMENT

St atements 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. A CKNOWLEDGEMENT

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 24, 2024