Shemaroo Entertainment Ltd Directors Report

Dear Members,

Your Directors take pleasure in submitting 21^st Annual Report on the business and operations of your Company together with the Audited Financial Accounts for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

(Rs In Lakhs)

	Standalone For the year ended	Consolidated For the year ended
Particulars	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Total Income	55,369	65,985	58,921	69,354
Total expenditure	85,283	77,850	88,395	80,788
Profit /Loss Before Taxation	(29,913)	(11,865)	(29,474)	(11,435)
Tax Expenses	(7,752)	(3,115)	(7,659)	(2,988)
Profit After Taxation	(22,161)	(8,750)	(21,815)	(8,447)
Other Comprehensive Income	(87)	(27)	(43)	(23)
Total comprehensive income / (loss) for the year	(22,248)	(8,777)	(21,905)	(8519)

2. OVERVIEW OF COMPANYS FINANCIAL PERFORMANCE

During the year under review, Standalone Revenue from Operations & Other Income has decreased to Rs 55,369 Lakhs as against Rs 65,985 Lakhs in the previous year and Consolidated Revenue from Operations & Other Income has decreased to Rs 58,921 Lakhs as compared to Rs 69,354 Lakhs in the previous year.

Your Company had a standalone Net loss of Rs 22,161 Lakhs as compared to Net loss of Rs 8,750 in the previous financial year and a consolidated net loss Rs 21,815 Lakhs as compared to Net loss of Rs 8,447 Lakhs in the previous financial year.

3. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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.

4. CHANGE IN THE NATURE OF BUSINESS ACTIVITIES

During the year under review, there is no change in the nature of the business of the Company.

5. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

During the year under review, the Company has 5 subsidiaries.

Canopy Entertainment Private Limited Shemaroo Contentino Media LLP Aikyam Entertainment Private Limited ShemarooVerse Digital Limited Shemaroo Media & Entertainment LLC During the year, the Company acquired 100% equity stake in Aikyam Entertainment Private Limited pursuant to a Share Purchase Agreement executed with its erstwhile shareholders, thereby making it a wholly owned subsidiary of the Company. During the year, there were no changes regarding ceasing of Subsidiaries/Associates/Joint Ventures of the Company as on 31^st March, 2026.

There has been no change in nature of business of the subsidiaries / associate of the Company as on 31^st March, 2026 .

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, available on Companys website i.e. www.shemarooent.com under Investors section.

6. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented in a separate section and forms an integral part of this Annual Report.

7. CONSOLIDATED ACCOUNTS

The consolidated financial statements for the year ended March 31, 2026 have been prepared in accordance with Indian Accounting Standards (IND AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended from time to time.

8. DIVIDEND

With a view to conserve the resources, your Directors have not recommended any dividend for the year ended March 31, 2026.

9. TRANSFER TO RESERVE

During the year under review, no amount was transferred to general reserves.

10. DEPOSITS

During the year under review, your Company neither accepted any deposits nor were there any amounts outstanding at the beginning of the year which were classified as "Deposits" in terms of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014 and hence, the requirement furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

11. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company in Form MGT-7 for the year ended March 31, 2026, shall be made available on the website of the Company i.e. https://www.shemarooent.com.

12. EMPLOYEES STOCK OPTION

The Company has adopted and implemented the Shemaroo Entertainment Limited Employees Stock Option Scheme – 2021 ("Scheme") pursuant to the approval of its shareholders by postal ballot on January 16, 2022, with an objective of enabling the Company to attract and retain talented employees by offering them the opportunity to acquire a continuing equity interest in the Company, which will reflect in their efforts in building the growth and the profitability of the Company.

The Plan is administered by the Nomination and Remuneration Committee of the Company which is designated as Compensation Committee in pursuance of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for the purpose of administration and implementation of the Plan. The maximum number of shares under the Plan shall not exceed 15,00,000 equity shares.

During the year under review your Company has granted 5,99,485 Options to be vested over a minimum period of 1 year to over 5 years as may be applicable as per the terms & conditions of the grant. The grant made also includes employees of the Subsidiaries/Associates of the Company. 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. Further, the certificate required under Regulation 13 of the SeLcurities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 from the Secretarial Auditor of the Company that the Plan have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and as per the resolution passed by the members of the Company will be available at the ensuing AGM for inspection. The necessary disclosure pursuant to Section 62 of the Act read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014 and Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to the Plan of the Company is available on Companys website at https://www.shemarooent. com. 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.

13. 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.

14. CREDIT RATING

During the year under review, latest credit rating is as below:

Rating Agency	Facilities/ Instruments	Amount (Rs in crore)	Rating
CARE Ratings Limited	Long Term Bank Facilities	195.90 (Reduced from 215.00)	CARE BB-; Stable

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

There are no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status and Companys operations in future.

16. 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, 2026, 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, 2026 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, 2026 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.

17. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL a. Directors

As of March 31, 2026, the Board comprises the following distinguished individuals:

DIN	Name of the Directors	Designation
00169152	Mr. Raman Maroo	Chairman & Managing Director
00169264	Mr. Atul Maru	Jt. Managing Director
00169399	Mr. Jai Maroo	Executive Director
01108194	Mr. Hiren Gada	Whole Time Director & CEO
00914691	Ms. Kashmira Dedhia	Independent Director
00713868	Mr. Sunil Bansal	Independent Director
01642360	Mr. Rajen Gada	Independent Director
00637326	Mr. Abbas Contractor	Independent Director

During the year under review the following changes have taken place:

Mr. Raman Hirji Maroo (DIN: 00169152), Chairman and Managing Director of the Company was re-appointed for the period of 3 (three) years with effect from January 01, 2026 as approved by the Shareholders at the 20^th AGM of the Company held on September 19, 2025.

Mr. Atul Maru (DIN 00169264), Jt. Managing Director of the Company was re-appointed for the period of 3 (three) years with effect from January 01, 2026 as approved by the Shareholders at the 20^th AGM of the Company held on September 19, 2025. Mr. Hiren Gada (DIN 01108194), Whole Time Director & CEO of the Company was reappointed for the period of 3 (three) years with effect from January 01, 2026 as approved by the Shareholders at the 20^th AGM of the Company held on September 19, 2025. Mr. Jai Maroo (DIN: 00169399), Executive Director of the Company is liable to retire by rotation at the 21^st Annual General Meeting (AGM) and being eligible, offers himself for re-appointment.

b. Key Managerial Personnel

In terms of Section 203 of the Companies Act, 2013, the KMPs of the Company as of March 31, 2026 are as follows:

Name of the KMPs	Designation
1. Mr. Amit Haria	Chief Financial Officer
2. Ms. Meenakshi A. Pansari	Company Secretary & Compliance Officer

During the year under review the following changes have taken place: During the financial year, Ms. Pooja Sutradhar resigned from the position of Company Secretary and Compliance Officer of the Company with effect from the close of business hours on May 20, 2025.

Subsequently, Ms. Namrata B. Shinde was appointed as the Compliance Officer of the Company with effect from July 24, 2025, and held the position until November 4, 2025. Ms. Meenakshi A. Pansari was appointed as the Company Secretary and Compliance Officer of the Company with effect from November 5, 2025.

Subsequent to the close of the financial year, Mr. Amit Haria, Chief Financial Officer, tendered his resignation on May 16, 2026, and ceased to hold office with effect from the close of business hours on May 21, 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at its meeting held on May 16, 2026, appointed Mr. Ashish Gupta as the Chief Financial Officer of the Company with effect from May 22, 2026.

c. Meetings of Board of Directors:

During the year under review, the Board met 5 (Five) times i.e. on May 13, 2025; July 24, 2025; September 05, 2025, January 29, 2026, and February 11, 2026. The particulars of attendance of the Directors at the said meetings are provided in detail in the Corporate Governance Report, which forms a part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and SEBI Listing Regulations.

d. Committees of the Board

As on March 31, 2026, the Board had 5 (Five) Statutory Committees viz: Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Committee of Executive Directors. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report that forms part of this Annual Report.

e. Evaluation of Performance of the Board, its Committees and Individual Directors

During the year, the evaluation of the annual performance of individual Directors including the Chairman of the Company and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act, relevant rules and the Corporate Governance requirements as prescribed under Regulation 17 of SEBI Listing Regulations and based on the SEBI Master Circular No. SEBI/HO/CFD/ PoD2/CIR/P/0155 dated November 11, 2024, with respect to Guidance Note on Board Evaluation. The Nomination and Remuneration Committee had approved the criteria for the performance evaluation of the Board, its Committees and individual Directors as per the SEBI Guidance Note on Board Evaluation.

The Chairman of the Company interacted with each Director individually, for evaluation of performance of the individual Directors. The evaluation for the performance of the Board as a whole and of the Committees were conducted by way of questionnaires.

In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated. Further, they also evaluated the performance of the Chairman of the Company, taking into account the views of the Executive Directors and Non-Executive Directors.

The Board of Directors reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfilment of functions, availability and attendance, initiative, integrity, contribution and commitment. The Independent Directors were additionally evaluated on the basis of independence, independent views, judgement etc. Further, the evaluation of Chairman of the Board, in addition to the above criteria for individual Directors, also included evaluation based on effectiveness of leadership and ability to steer the meetings, impartiality, etc.

The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally met their expectations of performance.

The respective Director, who was being evaluated, did not participate in the discussion on his/her performance evaluation.

The Board also assessed the fulfilment of the independence criteria as specified in the Act and SEBI Listing Regulations, by the Independent Directors of the Company and their independence from the management.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as diversity in the Board, competency of Directors, strategy and performance evaluation, evaluation of performance of the management and feedback, independence of the management from the Board etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the Committee, independence of the Committee from the Board, contribution to decisions of the Board, etc.

f. Declaration by Independent Directors

In terms of Regulation 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the Independent Directors of the Company have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Based upon the declarations received from the independent Directors, the Board of Directors has confirmed that they meet the criteria of Independence as mentioned under Section 149(6) of the Act and Regulation

16 (1)(b) of SEBI Listing Regulations and that they are Independent of Management. In the opinion of the Board, there has been no change in the circumstances affecting their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment

& Qualification of Directors) Rules, 2014, as amended, the Independent Directors of the Company have registered their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

g. Statement of Board of Directors

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company appointed during the year possesses integrity, relevant expertise, competent experience and proficiency required to best serve the interest of the Company.

h. Familiarisation Programme of Independent Directors

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a Familiarisation Programme for the Independent Directors to familiarise them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the Familiarisation Programme conducted are available on the website of the Company and can be accessed through the web link: https:// www.shemarooent.com/uploads/pdf/corporate_ g ove rn a n ce _ p d f/ FA M I L I A R I Z AT I O N % 2 0 PROGRAMMES%20-%202025-2026.pdf

i. Policy on Appointment and Remuneration

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Nomination and Remuneration Policy for Directors, Key Managerial Personnel and Senior Management Personnel. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors reviewed and updated the Policy at its meeting held on May 16, 2026. The Policy provides a framework for identifying and appointing qualified individuals to the Board and senior management positions and lays down the criteria for determining qualifications, positive attributes, independence of directors, and remuneration. The Policy aims to ensure that the level and composition of remuneration is reasonable, adequate and sufficient to attract, retain and motivate directors and senior management personnel of the quality required to successfully manage the affairs of the Company. The salient features of the Policy are provided in the Corporate Governance Report forming part of this Annual Report.

18. AUDITORS Statutory Auditors

M/s. Mukund M. Chitale & Co., Chartered Accountants(ICAIFirmRegistrationNo.106655W), were appointed as the Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 16^th Annual General Meeting held in the year 2021 and continuing until the conclusion of the 21^st Annual General Meeting to be held in the calendar year 2026.

In accordance with the provisions of Section 139(2) of the Companies Act, 2013, an audit firm is eligible for appointment as the Statutory Auditor of a company for two consecutive terms of five years each. Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 16, 2026, approved the re-appointment of M/s. Mukund M. Chitale & Co., Chartered Accountants (ICAI Firm Registration No. 106655W), as the Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the 21^st Annual General Meeting to be held in the calendar year 2026 and continuing until the conclusion of the 26^th Annual General Meeting to be held in the calendar year 2031, subject to the approval of the Members at the ensuing 21^st Annual General Meeting of the Company.

Statutory Audit Report

During the financial year 2025-2026 no fraud occurred, noticed and/or reported by the Statutory Auditors under Section 143(12) of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). The Auditors Report for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remarks or comments.

Secretarial Auditors

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the appointment of Secretarial Auditors is required to be done for a period of 5 years commencing FY 2025-2026, 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 Board of Directors of the Company, upon recommendation of the Audit Committee, at their meeting held on May 13, 2025 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 term of five consecutive financial years i.e. from F.Y. 2025-2026 to F.Y. 2029-2030 and the approval of shareholders has been sought for the same at the 20^th AGM of the Company held on September 19, 2025.

Secretarial Audit Report

The Secretarial Audit was carried out by M/s. Dilip Bharadiya & Associates, Company Secretaries in Practice(Membershipno.FCS7956andCertificate of Practice no. 6740) for the financial year 2025-2026. The Report given by the Secretarial Auditor is annexed as ‘Annexure Cand forms an integral part of this Boards Report. During the year under review, the Secretarial Auditor has not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

The Secretarial Report for the financial year ended March 31, 2026, does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Audit

The Company is required to maintain Cost Records as specified by the Central Government under Section 148(1) of the Act and accordingly, such accounts and records are made and maintained by the Company.

The Board has re-appointed M/s. Joshi Apte and Associates, Cost Accountants, (Firms Registration No. 000240) as Cost Auditor of the Company for conducting Cost Audit of your Company for the financial year 2026-2027 at a remuneration of

Rs 1,00,000/- (Rupees One Lakh Only) per annum. As required under the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Members ratification for the remuneration payable to M/s. Joshi Apte and Associates, Cost Auditors for financial year 2026-2027 is included at Item No. 4 of the Notice convening the 21^st Annual General Meeting.

The Company has maintained cost accounts and records in accordance with the provisions of Section 148(1) of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

Cost Audit Report

The Cost Audit Report for the financial year 2025-26 as issued by M/s. Joshi Apte and Associates, Cost Accountants, (Firms Registration No. 000240), does not contain any qualification, reservation or adverse remarks.

19. RELATED PARTY CONTRACTS OR ARRANGEMENTS

All Related Party Transactions executed in financial year 2025-2026 were on arms length basis and in the ordinary course of business. All related party transaction(s) are first placed before Audit Committee for approval on a yearly basis specifying the upper ceiling as to amount for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the prior approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their approval on a quarterly basis.

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.

The details of Related Party Transactions, as required pursuant to respective Indian Accounting Standards, have been stated in the Standalone Audited Financial Statement of Company forming part of this Annual Report.

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

20. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has established adequate internal control systems commensurate with the nature of its business, and the size, scale, and complexity of its operations. The internal control framework is designed to ensure the orderly and efficient conduct of business, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Companys internal audit function adopts a systematic and structured approach to evaluate and improve the effectiveness of risk management, control and governance processes. The audit methodology includes a review of business processes and operational controls, as well as compliance with regulatory, operational, and system-related procedures. The scope of review covers both manual controls and IT-enabled applications through which transactions are approved, processed, and recorded. During the year under review, these controls were assessed considering the key components of an effective internal control framework.

The Company had appointed M/s. Mahajan & Aibara as the Internal Auditors for the year under review. The Internal Auditors formulate the audit plan, scope, methodology, and coverage, which are reviewed periodically to ensure that all significant areas of operations are adequately covered.

The Audit Committee periodically reviews the Companys operations and deliberates on key matters with the management. Internal audit reports are regularly reviewed by the management and appropriate corrective actions are undertaken to strengthen controls and enhance the effectiveness of existing systems and processes. Significant audit observations and the status of corrective actions are placed before the Audit Committee for its review and oversight.

21. RISK MANAGEMENT

The Company has established a robust framework for identifying, assessing, monitoring and managing risks across its operations. Senior management periodically reviews the risk management framework to ensure its continued effectiveness and to address emerging risks and challenges. The risk assessment and mitigation processes, along with the status of key risks, are regularly reviewed and discussed at the meetings of the Audit Committee and the Board of Directors.

Pursuant to Regulation 21 of the SEBI Listing Regulations, the constitution of a Risk Management Committee was not applicable to the Company during the financial year 2025–26. The Company has adopted a Risk Management Policy in accordance with the provisions of Section 134 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") which can be accessed on Companys website at – www.shemarooent.com

22. WHISTLE BLOWER POLICY / VIGIL MECHANISM

To create enduring value for all stakeholders and ensure the highest level of honesty, integrity and ethical behaviour in all its operations, the Company has adopted a Whistle Blower & Vigil Mechanism Policy.

Further, details on vigil mechanism of the Company are provided in the Corporate Governance Report, forming part of this Report.

23. SHARE CAPITAL

A. Authorised Share Capital

During the year under review, there was no change in the authorised share capital of the Company. As on March 31, 2026, authorized share capital of the Company stood on

Rs 60,00,00,000/- (Rupees Sixty Crores only).

B. Preferential Issue

During the year under review, the Board of Directors, at its meeting held on February 11, 2026, approved the issuance of 14,10,000 (Fourteen Ten Thousand) fully paid-up equity shares of face value of Rs 10 (Rupee Ten ) each at an issue price of Rs 110 (Rupees One hundred and Ten Only) per equity share, including a premium of Rs 100 (Rupees One Hundred Only) per share, on a preferential basis to individuals of promoter/ promoter group category towards repayment/ appropriation of existing unsecured loans. It may be noted that there was no fund inflow / outflow pursuant to the allotment of equity shares on preferential basis.

The aforesaid preferential issue was subsequently approved by the shareholders of the Company through Postal Ballot on March 13, 2026.

C. ESOP Allotment

During the year under review, Your Company has not made any allotment of Equity Shares under its ESOP Scheme (i.e. "Shemaroo Entertainment Limited Employees Stock Option Scheme – 2021").

D. Paid Up Capital

The issued and paid–up equity capital of the Company as on 31^st March, 2026 , was

Rs 28,73,02,990/- comprising of 2,87,30,299 equity shares of Rs 10 each.

24. CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate of the Statutory Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in Part C of Schedule V of the SEBI Listing Regulations, are provided in a separate section and forms part of this Annual Report.

25. SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial Standards, i.e. including, SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively, issued by the Institute of Company Secretaries of India (‘ICSI).

26. CONSERVATIONOFENERGYANDTECHNOLOGY

ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is provided below:

A. Conservation of Energy

Shemaroo Entertainment Limited is primarily engaged in the business of content creation, acquisition, aggregation, distribution and monetization across television, digital, OTT and other media platforms. Since the Companys operations do not involve manufacturing activities, its energy requirements are relatively limited. Nevertheless, the Company remains committed to the efficient utilization of energy resources and continues to adopt measures aimed at optimizing energy consumption, minimizing wastage and promoting sustainability across its operations.

B. Technology Absorption

Technology continues to play a pivotal role in the Companys business operations and growth strategy. During the year, the Company further strengthened its technology infrastructure and digital capabilities to support the efficient management, distribution and monetization of content across multiple platforms and geographies.

The Company continued to leverage its advanced media technology ecosystem and multi-location digital infrastructure to facilitate seamless content delivery in various formats. Automation tools, intelligent workflows and technology-driven processes were further integrated to enhance content availability, improve operational efficiencies and enable faster adaptation to evolving consumer preferences and platform requirements.

The Company also continued to strengthen its capabilities in digital content distribution, FAST (Free Ad-Supported Streaming Television) channels, content management systems, ad-serving technologies and platform integrations. Enhancements in traffic management systems, automated playout operations, archival and retrieval architecture, redundancy systems and digital asset management infrastructure have contributed towards improved scalability, reliability and operational resilience.

These initiatives have enabled the Company to efficiently serve television broadcasters, OTT platforms, social media channels and other digital distribution partners while enhancing audience reach, user experience and revenue optimization opportunities. The Company remains focused on leveraging emerging technologies to strengthen content delivery capabilities, support new business models, improve operational efficiencies, enhance monetization opportunities and mitigate technology and operational risks.

C. Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings and outgo during the financial year 2025-2026 are as follows:

Particulars	Amount (Rs In Lakhs)
Foreign Exchange Earnings	18,999.54
Foreign Exchange Outgo	1,630.62

27. 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 2025-2026 is 644 as mentioned below:

Particulars	Employees	Consultants	Overall
Male	449	31	480
Female	159	5	164
Transgender	0	0	0
Total	608	36	644

28. 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 D to the Boards Report.

Further, the information pertaining to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, pertaining to the names and other particulars of employees is available for inspection at the Registered office of the Company during business hours and pursuant to the second proviso to Section 136(1) of the Act, the Report and the accounts are being sent to the members excluding this. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary/ Compliance Officer either at the Registered Office address or by email to compliance.officer@shemaroo.com.

29. PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 have been provided in the Report on Corporate Governance, which forms part of this Annual Report.

30. CORPORATE POLICIES

The details of the various policies approved and adopted by the Board of Directors as required under the Act and various SEBI regulations are provided below. The policies are reviewed periodically by the Board and updated as needed.

Key policies that have been adopted are as follows:

Name of the Policy	Brief Description	Web link
Code of Conduct for Prevention of Insider Trading	This Code provides framework for dealing with the securities of Company in mandated manner.	https://www.shemarooent.com/uploads/pdf/ corporate_governance_pdf/Prevention%20 of%20Insider%20Trading.pdf
Policy on dealing with Related Party Transactions	The Policy regulates all transactions between the Company and its related parties.	https://www.shemarooent.com/uploads/pdf/ corporate_governance_pdf/RPT%20Policy.pdf
Policy for determining Materiality of an Event or Information	This Policy for Determination of Materiality of Events is aimed at providing guidelines to the management of the Company to determine the materiality of events or information, which could affect investment decisions and ensure timely and adequate dissemination of information to the Stock Exchange(s).	https://www.shemarooent.com/uploads/pdf/ corporate_governance_pdf/Materiality%20 Policy.pdf
Policy on Preservation of Documents	This Policy deals with the retention of corporate records of the Company and all its subsidiaries.	https://www.shemarooent.com/uploads/ pdf/corporate_governance_pdf/report_ N21lT1559893823.pdf
Corporate Social Responsibility	This Policy aims to strategically draw the guiding principles for selection, implementation and monitoring of CSR activities as well as formulation of the annual action plan by the Board of the Company, after taking into account the recommendations of its CSR Committee.	https://www.shemarooent.com/uploads/ pdf/corporate_governance_pdf/report_ o0zQK1619422916.pdf

 

Name of the Policy	Brief Description	Web link
Policy for Procedure of Inquiry in case of Leak of unpublished Price Sensitive Information	This Code provides framework of inquiry.	https://www.shemarooent.com/uploads/ pdf/corporate_governance_pdf/report_ HTqe51663309712.pdf
Archival Policy	This Policy deals with the archival of corporate records of the Company and all its subsidiaries.	h t t p s : / / w w w . s h e m a r o o e n t . c o m / uploads/pdf/corporate_governance_pdf/ report_99cSk1533207881.pdf
Composite Policy – Nomination & Remuneration, Board Succession & Diversity and Performance Evaluation	This Policy has been framed to establish the criteria for the appointment, qualifications, competencies, positive attributes, independence, remuneration and Board evaluation of Directors, as well as the remuneration of Key Managerial Personnel, Senior Management and other employees. It also provides the framework for promoting Board diversity and ensuring effective succession planning to maintain leadership continuity. The Policy aims to ensure that individual Directors and the Board as a whole function efficiently and effectively in discharging their responsibilities and creating long-term value for the Company and its stakeholders.	https://www.shemarooent.com/uploads/ pdf/corporate_governance_pdf/Composite_ Policy_29062026.pdf
Risk Management Policy	The Policy aims to communicate the Companys systematic approach to managing risk.	h t t p s : / / w w w . s h e m a r o o e n t . c o m / uploads/pdf/corporate_governance_pdf/ report_93D5U1554299531.pdf
Whistle Blower Policy or Vigil Mechanism	This Policy has been formulated with a view to provide a mechanism for directors, employees, other stakeholders of the Company as well as Anonymous Whistle Blowers (in exceptional cases) approach the to vigilance officer / Chairman of the Audit Committee of the Company.	h t t p s : / / w w w . s h e m a r o o e n t . c o m / uploads/pdf/corporate_governance_pdf/ report_6RXYo1663311024.pdf
Code of Conduct for Board of Directors and Senior Managerial Personnel of the Company	The Company has adopted a Code of Conduct for the Senior Management Personnel, Directors (executive / nonexecutive) including a code of conduct for Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.	https://www.shemarooent.com/uploads/ pdf/corporate_governance_pdf/report_ sHLlA1533207550.pdf
Policy for determining Material Subsidiaries	This Policy aims to determine the Material Subsidiaries of the Company and to provide the governance framework for such subsidiaries.	https://www.shemarooent.com/uploads/ pdf/corporate_governance_pdf/report_ Ckq8A1554299269.pdf
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information	This Code provides framework for dealing with the securities of Company in mandated manner.	https://www.shemarooent.com/uploads/ pdf/corporate_governance_pdf/report_ Xc4WE1663311990.pdf

31. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors have constituted a Corporate Social Responsibility (CSR) Committee. The details of membership of the Committee and the meetings held are detailed in the Corporate Governance Report, forming part of this Annual Report.

The CSR Policy of the Company is available on the website of the Company at: www.shemarooent.com During the previous financial years, the Company had incurred CSR expenditure in excess of the amount required under Section 135(5) of the Companies Act, 2013, resulting in an excess

CSR spend of 21.00 Lakhs. In accordance with

Section 135(5) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules,

2014, such excess amount may be set off against the CSR obligation of the Company for up to the immediately succeeding three financial years, subject to compliance with the prescribed conditions.

During the year under review, there was no CSR obligation against which the excess amount could be adjusted. Consequently, an amount of 6.45 Lakhs, being the portion of the excess

CSR expenditure for which the permissible carry-forward period of three financial years has expired, is no longer available for set off. The balance amount of 14.55 Lakhs remains eligible for set-off against the Companys CSR obligations, if any, arising during the remaining permissible period in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Annual Report on CSR activities containing details of expenditure incurred by the Company and brief details on the CSR activities are provided in ‘Annexure E to this Boards Report.

32. OTHER DISCLOSURES

During the year under review, your Company has not issued shares with differential voting rights and sweat equity shares.

During the year under review, there was no application made and proceeding initiated /pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and/or Operational Creditors against your Company. As on the date of this report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

During the year under review, there was no one-time settlement entered into with any Bank or financial institutions in respect of any loan taken by the Company.

The Statutory Auditor has not reported any instances of fraud under Section 143(12) of the Companies Act, 2013 in their Audit Report for the financial year 2025-2026; accordingly, the disclosure under Section 134(3)(ca) is not applicable.

There were no instances wherein voting rights were exercised by employees indirectly through any trust or otherwise.

The Company has complied with all the applicable provisions related to the Maternity Benefits Act, 1961.

33. CAUTIONARY STATEMENT

Statements contained in this Report, particularly those included in the Management Discussion and Analysis Report, describing the Companys objectives, projections, estimates, expectations, or outlook, may constitute "forward-looking statements" within the meaning of applicable laws and regulations.

Actual results may differ materially from those expressed or implied in such statements due to various factors and circumstances that may affect the Companys operations and performance.

34. ACKNOWLEDGEMENT

As Shemaroo steps into a new era, the Company remains focused on unlocking new possibilities, business opportunities, and growth avenues, while continuing to create the magic of entertainment. In doing so, the Company is committed to delivering long-term, sustainable growth and creating enduring value for all its stakeholders.

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

The Board also gratefully acknowledges the exemplary contribution of the Companys employees at all levels towards achieving its business objectives. Their dedication, commitment, and enthusiasm have been instrumental in enabling the Company to navigate challenges and move forward with confidence.

The Board of Directors further extends its gratitude to all stakeholders for their continued trust and confidence in the Company. We look forward to their ongoing support as valued partners in our journey of growth and progress.

For and on behalf of the Board of Directors
Shemaroo Entertainment Limited
Sd/-	Sd/-
Raman Maroo	Atul Maru
Chairman &	Jt. Managing Director
Managing Director	DIN: 00169264
DIN: 00169152
Place: Mumbai
Date: May 16, 2026