To,
The Members,
Our Directors have pleasure in presenting the Forty Second (42nd) Annual Report on the business and operations of your Company together with the audited accounts for the financial year ended March 31st, 2026.
1. FINANCIAL SUMMARY/ PERFORMANCE OF THE COMPANY:
(Rs. In Lakhs)
| Particulars | For the financial year ended March 31, 2026 | For the financial year ended March 31, 2025 |
| Revenue from Operation | 1,200.00 | 229.71 |
| Other Income | 0.71 | 6.50 |
| Total Revenue | 1,200.71 | 236.21 |
| Cost of Material Consumed | - | - |
| Purchase of stock-in-trade | 0.00- | 0.75 |
| Change in inventories of Finished Goods, | ||
| Work-in-Process and Stock-in-Trade | 162.66 | - |
| Employees benefits expenses | 10.47 | 4.89 |
| Finance Cost | - | - |
| Depreciation and Amortisation Expenses | 507.07 | - |
| Other Expenses | 202.34 | 48.43 |
| Total Expenses | 882.54 | 54.07 |
| Profit before exceptional and extraordinary items and tax | 318.17 | 182.14 |
| Exceptional Items | 67.48 | - |
| Profit before Tax | 250.69 | 182.14 |
| Less: Current Tax | 65.74 | - |
| Deferred Tax | - | - |
| Profit For the Year | 184.96 | 182.14 |
| Other Comprehensive Income | - | - |
| Total Comprehensive Income for the year | 184.96 | 182.14 |
| Earning Per Share (EPS) | ||
| Basic | 0.03 | 2.81 |
| Diluted | 0.03 | 2.81 |
2. DIVIDEND
Your directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits in the business of the Company to build a strong reserve base and grow the business of the Company. No final dividend has therefore been recommended for the year ended March 31, 2026
3. TRANSFER TO RESERVES
During the year under the review, your Company has not proposed to transferred any amount to the General Reserves.
4. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:
In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), no unpaid/unclaimed dividends were transferred during the year under review to the Investor Education and Protection Fund.
5. STATE OF AFFAIRS OF THE COMPANY:
During the year under the review your Company focuses on achieving milestone in the same area. This would strengthen the generation and sustainability of revenue in the years to come. Your Company achieved:
Total revenue has been Increased to Rs 1,200.00/- Lakhs in 2025-26 as against Rs. 229.71/- Lakhs in 2024-25
The Net Profit made for the current year was Rs. 184.96 lakhs as against Rs, 182.14 in the previous year.
6. NATURE OF BUSINESS:
There is no change in the nature of business of the company during the financial year 2025-26.
7. SHARE CAPITAL/ CAPITAL STRUCTURE AND LISTING OF SHARE
The Authorised Share capital of the Company as at 31st March, 2026 was Rs. 90,00,00,000/- divided into 90,00,00,000 equity shares of Rs. 1.00/- each.
The Issued, Subscribed and Paid-up Share Capital of your Company as on 31st March, 2025 was Rs. 65,36,31,132/- divided into 65,36,31,132 equity shares of Rs. 1.00/- each.
The Companys entire paid up equity shares are listed with BSE Limited.
A. Increase in Authorised Share Capital
During the year, the company has passed a resolution for Increase in Authorised Share Capital of the Company from Rs. 30,00,00,000/- (Rupees Thirty Crores only) divided into 3,00,00,000 (Three Crores only) equity shares of face value of Rs. 10/- (Ten Rupee only) each to 56,00,00,000 /- (Rupees Fifty Six Crore Only) divided into 5,60,00,000 /- (Five Crore Sixty Lakhs Only) equity shares of face value of Rs. 10/- (Ten Rupee only) through Postal Ballot dated April 19, 2025.
Further, during the year, the company has passed a resolution for Increase in Authorised Share Capital of the Company from 56,00,00,000/- (Rupees Fifty Six Crore only) divided into
56,00,00,000 (Fifty Six Crore) equity shares of 1/- (Rupee One only) to Rs. 90,00,00,000/- (Rupees Ninety Crore Only) divided into 90,00,00,000 (Ninety Crore) Equity shares of Rs. 1/- (One each) through Postal Ballot dated February 21, 2026.
B. Stock Split/Sub-Division of Share Capital
The Company has passed a resolution through Postal Ballot dated August 20, 2025, subdividing (stock split) the equity shares of the Company having face value of Rs. 10/- (Rupees Ten only) each into10 (Ten) equity shares of face value of Re. 1/- each (Rupee One only)
C. Right Issue
During the year under review, the company allotted 4,85,78,025 Rights Equity Shares of face value of 10/- each on June 23, 2025 at a price of 10/- per Rights Equity Share in the ratio of 15 equity shares for every 2 equity shares held by the eligible Equity Shareholders of the Company.
Further, the company allotted 10,30,80,182 Rights Equity Shares of face value of 1/- each on 23rd March 2026 at a price of 3/- (including premium of Rs. 2/-) per Rights Equity Share in the ratio of 9 equity shares for every 47 equity shares held by the eligible Equity Shareholders of the Company.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
Material Changes and Commitments Affecting Financial Position of the Company:
Subsequent to the end of the financial year i.e. 31st March 2026 and up to the date of this Report, the following material changes and commitments have occurred which have an impact on the financial position of the Company:
(i) Change in Name of the Company
The Board of Directors, at its meeting held on April 24, 2026, approved the proposal for change in the name of the Company from "BLUEGOD ENTERTAINMENT LIMITED" to "STARBEAM VENTURES LIMITED". The said proposal was subsequently approved by the shareholders of the Company by passing of a Special Resolution through Postal Ballot dated May 29, 2026.
Pursuant to the aforesaid approvals, the Company made an application to the Ministry of Corporate Affairs ("MCA"), which issued a Fresh Certificate of Incorporation consequent upon the change of name. The Company has also obtained approval from BSE Limited for the change in name of the Company.
(ii) Change in Object of the Company
The Board of Directors, at its meeting held on April 24, 2026, approved the alteration of the Object Clause ("Main Objects") of the Memorandum of Association of the Company by inserting new sub-clauses (f), (g), (h) and (i) under the Main Objects Clause to enable it to diversify its business by entering into entirely new business line of sports, wellness, hospitality, agriculture, real estate, construction, and infrastructure, including the manufacture, trading, development, acquisition, leasing, operation, and management of related products, services, and properties.. The said alteration was subsequently approved by the shareholders of the Company by passing of Special Resolution through Postal Ballot on May 29, 2026, in accordance with the applicable provisions of the Companies Act, 2013.
(iii) Change in Management of the Company
Mr. Raman Raheja (DIN: 01426148) was appointed as an Additional Non-Executive Non- Independent Director of the Company and Mrs. Ritu Tiwari (DIN: 11040362) was appointed as an Additional Non-Executive Independent Director of the Company w.e.f. 16th June, 2026 by Board of Directors at their meeting held on 16th June, 2026.
Ms. Sweety Purohit (Membership No.: 33763) has Resigned from the post of Company Secretary & Compliance Officer and Key Managerial Personnel of the company with effect from August 07, 2026.
Ms. Pratiksha Bhandari (M.No.: A36256) has been appointed by the Board as a Company Secretary, Compliance Officer and Key Managerial Personnel of the Company in their Board Meeting held on 17th August, 2026.
9. SIGNIFICANT AGREEMENTS / BUSINESS DEVELOPMENTS
During the financial year under review, the Company continued to undertake various initiatives and entered into significant arrangements and business developments in furtherance of its business objectives. The key developments during the year are as follows:
I. Bluegod Entertainment Limited, entered into Assignment Agreement on 14 June 2025 with Artment Films Limited a Public limited company, Where Artment Films Limited is the assignor and Bluegod Entertainment Limited is the assignee. Purpose of Assignment: Purchase of Film- Pressure and Choranta
II. Bluegod Entertainment Limited, entered into agreement for production of featured film on 19th June 2025 with Rajpal Naurang Yadav Ventures Pvt. Ltd.a private limited company, Where Mrs. Afsana Kherani, is the authorized representative of Bluegod Entertainment Limited & Mr.Rajpal Naurang Yadav is the authorized representative of Rajpal Naurang Yadav Ventures Pvt. Ltd.
III. The Company has appointed Mr. Gaur Govind as the Vice President Religious Content for a tenure of one (1) year, effective from August 01, 2025, for curating and enhancing the religious content portfolio of the Company and will play a key role in devising strategies to support the
Companys marketing initiatives and revenue growth.
IV. Bluegod Entertainment Limited ("the Company") has entered into an agreement with
Sudokoo Films Private Limited, whereby Sudokoo Films shall undertake the engagement of renowned actor and celebrated public figure, Mr. Rajpal Naurang Yadav, as the Brand Ambassador of the Company for a period of one (1) year, effective from August 06, 2025.
V. Bluegod Entertainment Limited, entered into Joint Venture Agreement on 03rd September, 2025 with Cinepolis India Pvt. Ltd. one of the leading multiplex chains in the country for the distribution of its upcoming feature film titled "JEEVAN BHEEMA YOJANA" ("the Film").
VI. Bluegod Entertainment Limited has entered into an Assignment Agreement with Omega Interactive Technologies Limited, pursuant to which the Company has assigned/sold the theatrical and OTT exploitation rights of its film titled "Roti, Kapda Aur Internet" to Omega Interactive Technologies Limited for a total consideration of 12,00,00,000/- (Rupees Twelve Crore Only).
VII. Official Trailer Launch & Theatrical Release Schedule of Feature Film "Jeevan Bheema Yojana"
the Company made significant progress in its media and entertainment portfolio with the development and production of its upcoming theatrical feature film "Jeevan Bheema Yojana", presented and produced by Starbeam Ventures Limited (formerly known as Bluegod Entertainment Limited). The company has made corporate announcement for the same on August 26, 2026 on BSE.
Directed by Abhishek Dogra, the film is a Dark Comedy / Crime / Suspense Thriller featuring Arshad Warsi, Sanjeeda Shaikh, Vijay Raaz, along with an ensemble cast. The film centres around an ordinary man whose encounter with an extraordinary opportunity sets in motion a series of events involving mistaken identities, crime, suspense and dark humour.
The official trailer of the film was launched during the year, representing an important milestone in the Companys media and entertainment business. The film is scheduled for worldwide theatrical release on September 4, 2026, and the Company has commenced the final phase of its nationwide and global marketing and promotional campaign.
The Company believes that the film represents an important addition to its Media & Entertainment portfolio and expects the project to further strengthen its presence in the entertainment sector.
10. DIRECTORS AND KEY MANAGERIAL PERSON
During the Year under review, the following changes have taken place in the Directors & KMPs of the Company. In compliance with the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Companies (Appointment and Qualification of Directors) Rules, 2014 (including any Statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17 of SEBI (LODR) Regulation 2015, the composition of Board of Director and Key Managerial Personnel are as follows:
| S. No. | Director/ Key Managerial Person Name | DIN | Designation | Date of Appointment | Date of Cessation |
| 1. | Mr. Nitin Ashokkumar Khanna | 09816597 | Managing Director and CFO | 29-04-2024 | -- |
| 2. | Ms. Afsana Mirose Kherani | 09604693 | Non- Executive Non- Independent Director | 29-04-2024 | -- |
| 3. | Mrs. Saloni Mehra | 10062907 | Non- Executive Independent Director | 07-05-2024 | -- |
| 4. | Mr. Amit Bajaj | 10122918 | Non- Executive Independent Director | 07-05-2024 | -- |
| 5. | *Mr. Raman Raheja | 01426148 | Non- Executive Independent Director | 16-06-2026 | -- |
| 6. | *Mrs. Ritu Tiwari | 11040362 | Non- Executive Independent Director | 16-06-2026 | -- |
| 7. | Ms. Sweety Purohit | - | Company Secretary & Compliance Officer | 01.01.2023 | 07-08-2026 |
| 8. | *Ms. Pratiksha Bhandari | - | Company Secretary & Compliance Officer | 17.08.2026 |
* Mr. Raman Raheja has been appointed has Non- Executive Independent Director w.e.f. 16th June, 2026.
* Mrs. Ritu Tiwari has been appointed has Non- Executive Independent Director w.e.f. 16th June, 2026.
* Ms. Pratiksha Bhandari has been appointed has Company Secretary & Compliance Officer w.e.f. 18th August, 2026.
11. DISCLOSURE RELATING TO THE PROVISION OF SECTION 73 OF COMPANIES
ACT, 2013 READ WITH RULE (2) (1)(C)(VIII) OF THE COMPANIES (ACCEPTANCE OF DEPOSIT) RULES 2014:
During the year under review, the Company has accepted loans from individuals, which, as reported by the Statutory Auditor in their Audit Report, are in contravention of the provisions of Section 73 of the Companies Act, 2013. The said matter has also been reported by the Statutory
Auditor under the "Basis for Qualified Opinion" in their Audit Report for the financial year ended March 31, 2026.
12. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURE:
The Company is not required to consolidate its financial statement for the year ended 31st March, 2026 as the Company does not have any subsidiaries, joint venture, or associate Companies.
13. INDIAN ACCOUNTING STANDARDS (IND AS):
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazette dated February 16, 2015, notified the Indian Accounting Standard (Ind As) and Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014. The Company has adopted Indian
Accounting Standards ("Ind AS") from April 01, 2017 (transition date to Ind AS is April 01,
2016) and the financial Statements have been prepared in accordance with recognition and measurement principal of Indian Accounting Standards ("Ind AS") as prescribed under the
Companies (Indian Accounting Standards) Rules, 2015, as specified in section 133 of the Companies Act, 2013.
The Annual Accounts for the year ended 31st March, 2026 have also been prepared in accordance with Indian Accounting Standard (Ind AS).
14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:
The Company being engaged in the business of Film and Entertainment Production and Audio and Video content Production and does not have any energy utilization or technology absorption. The Company during the year under review does not have any inflow or outflow in foreign exchange.
The Information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as "Annexure-I" and forms part to this report.
15. BOARD MEETINGS:
During the year under review, the Board met Sixteen (16) times.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. Board Meeting dates are finalized in consultation with all directors and agenda papers backed up by comprehensive notes and detailed background information are circulated well in advance before the date of the meeting thereby enabling the Board to take informed decisions. Following is the attendance of each of the Directors at the Board Meetings held during the period under review:
| S. No. | Date of Meeting | Total No of Directors as on date of meeting | Attendance | |
| No. of Directors attended | % of Attendance | |||
| 1 | 09-05-2025 | 4 | 4 | 100 |
| 2 | 23-05-2025 | 4 | 4 | 100 |
| 3 | 21-06-2025 | 4 | 4 | 100 |
| 4 | 23-06-2025 | 4 | 4 | 100 |
| 5 | 26-06-2025 | 4 | 4 | 100 |
| 6 | 16-07-2025 | 4 | 4 | 100 |
| 7 | 29-07-2025 | 4 | 4 | 100 |
| 8 | 12-08-2025 | 4 | 4 | 100 |
| 9 | 21-08-2025 | 4 | 4 | 100 |
| 10 | 01-11-2025 | 4 | 4 | 100 |
| 11 | 12-11-2025 | 4 | 4 | 100 |
| 12 | 15-01-2026 | 4 | 4 | 100 |
| 13 | 20-01-2026 | 4 | 4 | 100 |
| 14 | 28-02-2026 | 4 | 4 | 100 |
| 15 | 18-03-2026 | 4 | 4 | 100 |
| 16 | 23-03-2026 | 4 | 4 | 100 |
16. COMMITTEE MEETINGS:
a. Audit Committee
The composition of the Audit Committee and terms of reference are in compliance with the provisions of Section 177 of the Act. All members of the Committee are financially literate and have accounting or related financial management expertise. The Audit Committee consists of the following members as on March 31, 2026:
i. Afsana Mirose Kherani- Member ii. Amit Bajaj- Member iii. Saloni Mehra- Chairperson
During the year under review, the Audit Committee met Seven (7) times.
Following is the detail of the attendance of each of the members of the Audit Committee at its Meeting held during the year under review:
| S. No. | Date of Meeting | Total No of Directors as on date of meeting | Attendance No. of Directors attended | % of Attendance |
| 1 | 23-05-2025 | 3 | 3 | 100 |
| 2 | 21-08-2025 | 3 | 3 | 100 |
| 3 | 12-11-2025 | 3 | 3 | 100 |
| 4 | 15-01-2026 | 3 | 3 | 100 |
| 5 | 20-01-2026 | 3 | 3 | 100 |
| 6 | 28-02-2026 | 3 | 3 | 100 |
| 7 | 23-03-2026 | 3 | 3 | 100 |
b. Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.
The Nomination and Remuneration Committee consists of the following members as on March 31, 2026:
i. Afsana Mirose Kherani- Member ii. Amit Bajaj- Member iii. Saloni Mehra- Chairperson
During the year under review, the Nomination and Remuneration Committee met 3 (Three) times.
Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:
| S. No. | Date of Meeting | Total No of Directors as on date of meeting | Attendance No. of Directors attended | % of Attendance |
| 1 | 12-08-2025 | 3 | 3 | 100 |
| 2 | 12-11-2025 | 3 | 3 | 100 |
| 3 | 20-01-2026 | 3 | 3 | 100 |
c. Stakeholders Relationship Committee
The composition of the Stakeholders Relationship Committee and terms of reference are in compliance with the provisions of Section 178 of the Act.
The Stakeholders Relationship Committee consists of the following members as on March 31, 2026:
i. Afsana Mirose Kherani- Member ii. Amit Bajaj- Member iii. Saloni Mehra- Chairperson
During the year under review, the Stakeholders Relationship Committee met 2 (Two) times.
Following is the detail of the attendance of each of the members of the Stakeholders Relationship Committee at its Meeting held during the year under review:
| S. No. | Date of Meeting | Total No of Directors as on date of meeting | Attendance No. of Directors attended | % of Attendance |
| 1 | 12-11-2025 | 3 | 3 | 100 |
| 2 | 20-01-2026 | 3 | 3 | 100 |
17. ANNUAL RETURN:
The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form MGT-9 is available on website of the Company at www.bluegod.in.
18. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Company has a professional Board with Executive Directors & Non-Executive Directors who bring the right mix of knowledge, skills, and expertise and help the Company in implementing the best Corporate Governance practices. a) Retirement by Rotation
Pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, One- third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Consequently, Ms. Afsana Mirose Kherani (DIN: 09604693), Director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, she has offered herself for re-appointment. Necessary resolution for her re-appointment are included in the Notice of AGM for seeking approval of members. The Board of Directors has recommended her re-appointment.
The details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding re-appointment of Ms. Afsana Mirose Kherani, his brief resume, the nature of expertise in specific functional areas, names of Companies in which he hold Directorships, committee Memberships/ Chairmanships, his shareholding in the Company etc., are furnished in the annexure to the notice of the ensuing AGM. b) Appointment of Director
(i) Mr. Raman Raheja (DIN: 01426148) was appointed as an Additional Non-Executive Non- Independent Director of the Company by the Board of Directors at their meeting held on 16th June, 2026. (ii) Mrs. Ritu Tiwari (DIN: 11040362) was appointed as an Additional Non-Executive Independent Director of the Company by the Board of Directors at their meeting held on 16th June, 2026.
19. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Independent Directors have submitted their declaration of independence, stating that: a) They continue to fulfill the criteria of independence provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1)(b); and b) There has been no change in the circumstances affecting his/ their status as Independent Directors of the Company.
The Independent Directors have also confirmed that they have complied with the Companys
Code of Conduct. In terms of Section 150 of the Act and Rules framed thereunder, the Independent Directors have also confirmed their registration (including renewal of applicable tenure) and compliance of the online proficiency self- assessment test with the Indian Institute of Corporate Affairs (IICA). The Board opined and confirm, in terms of Rule 8 of the Companies (Accounts) Rules, 2014 that the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields. Policy on Directors appointment and Policy on Remuneration
Pursuant to the provisions of Section 134 (3) (e) and Section 178 of the Companies Act, 2013 and in terms of Regulation 19(4) of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board has formulated a policy on Nomination and Remuneration for its Directors, Key Managerial Personnel and senior management. The salient features of the Policy are: It provides the diversity on the Board of the Company and It provides the mechanism for performance evaluation of the Directors It lays down the parameters based on which payment of remuneration (including sitting fees and remuneration) should be made to Independent Directors and Non-Executive Directors.
It lays down the parameters based on which remuneration (including fixed salary, benefits and perquisites, bonus/ performance linked incentive, commission, retirement benefits) should be given to Whole-time Directors, KMPs and rest of the employees. It lays down the parameters for remuneration payable to Director for services rendered in other capacity.
It is hereby affirmed that the Remuneration paid is as per the Remuneration Policy of the Company. During the year under review, there were no substantive changes in the Policy except to align the Policy with amendments made to applicable laws.
20. DIRECTORS PERFORMANCE EVALUATION REPORT:
In terms of Companies Act, 2013 and SEBI Listing Regulations, there is requirement of formal evaluation by the Board of its own performance and that of its committees and individual directors. The Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and new compliance requirements.
The Board of Directors have carried out the annual evaluation of its own performance, the Individual Directors including the Chairman as well as the evaluation of the working of its Committees. The evaluation of Board as a whole and Non-Independent Directors including Chairman was done by the Independent Directors in their meeting held on 28th February, 2026.The details of evaluation process of the Board, its Committees and individual directors, including independent directors have been provided under the Corporate Governance Report which forms part of this Report.
21. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3) (c) and Section 134(5) of the Companies act, 2013, the Board of Directors of the Company hereby confirms and accepts the responsibility for the following in respect of the Audited Annual Accounts for the financial year ended March 31, 2026:
a) That in the preparation of the annual accounts for the financial year ending 31st March, 2026, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) That the directors had selected the accounting policies and applied them consistently and made judgements 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 end of the financial year and of the profit and loss of the Company for that period; c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) That the annual accounts/financial statements have been prepared on a going concern basis; e) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; f) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
22. AUDITORS: i. Statutory Auditor and their Report
Pursuant to the provisions of Sections 139 and 141 of the Companies Act, 2013 ("Act") and the Rules made thereunder, M/s. S D P M & Co., Chartered Accountants, Statutory Auditors of the Company, have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.
The Audit Report on the Financial Statements of the Company for the Financial Year 2025-26 forms part of the Annual Report. The Statutory Auditors have issued an Audit Report with a Qualified Opinion on the Financial Statements of the Company for the year ended March 31, 2026.
The Statutory Auditors, in their Audit Report, have made the following qualifications:
I. The provisions of Section 45-IA of the Reserve Bank of India Act, 1934 are applicable to the Company, as the Companys financial assets constitute more than 50% of its total assets and income from financial assets constitutes more than 50% of its gross income. However, the Company has not obtained registration under the provisions of Section 45-IA of the Reserve Bank of India Act, 1934.
Management Reply: The management is taking necessary steps to realign the Companys asset and income profile so that the provisions requiring NBFC registration cease to be applicable.
II. The outstanding balances of unsecured loans received, loans advanced and trade advances are subject to confirmation and supporting documents.
Management Reply: The management is in the process of obtaining balance confirmations and compiling the requisite supporting documents from the respective parties, and the records will be updated upon receipt of the same.
III. During the year under review, the Company has accepted loans/liabilities from individuals which are in contravention of Section 73 of the Companies Act, 2013.
Management Reply: The management submits that certain amounts received as business advances have been classified as deposits, resulting in the said observation. Necessary accounting and legal adjustments shall be carried out to appropriately reflect the true nature of these transactions and ensure compliance with the applicable provisions of the Companies Act, 2013.
IV. The Company has outstanding unsecured loans and advances recorded in its books of account for which the management has not provided balance confirmations or other independent documentary evidence. In the absence of such confirmations, the Statutory Auditors were unable to obtain sufficient and appropriate audit evidence regarding the existence, accuracy and completeness of such unsecured loans and advances and, accordingly, were unable to determine the impact, if any, of this matter on the Financial Statements of the Company.
Management Reply: The management is in the process of obtaining confirmations from the respective parties and compiling the requisite supporting documents. Necessary reconciliations and record updates shall be carried out upon receipt of the same to ensure appropriate audit evidence is available.
V. The Company has trade receivables outstanding for more than six months as on the date of signing of the Audit Report. The Statutory Auditors were unable to obtain sufficient appropriate audit evidence regarding the recoverability of such balances, and the management has not made adequate provision against such receivables.
Management Reply: The management is undertaking a detailed review of the recoverability of such receivables and is in the process of reconciling the balances with the respective parties. Based on the outcome of the review, appropriate adjustments and provision, wherever considered necessary, shall be made in the books of account in accordance with the applicable accounting standards.
The Company has also received the Statement on Impact of Audit Qualifications from the Statutory Auditors. In respect of the qualifications where the impact has not been quantified, the management has stated that the qualifications relating to statutory non-compliance and documentary evidence do not have an impact on the Financial Statements. Further, the management has represented that the outstanding amounts from trade receivables are recoverable. The Statutory Auditors have made no comments on the managements assessment.
Pursuant to Section 134 (3) (ca) during the year under review, the Statutory Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or the Board or Central Government under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this report.
ii. Cost Auditors and Maintenance of Cost Records
In pursuant to Section 148(1) of the Companies Act, 2013 and rules and regulation made there under read with the Companies (Accounts Rules) Amendment Rules, 2018, Cost audit is not applicable to the Company and therefore maintenance of cost records as specified under section 148(1) of the Act, is not required.
iii. Secretarial Auditors and Secretarial Audit Report
In terms of Section 204(1) of Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vishakha Agrawal & Associates, Practising Company Secretaries, Indore as the Secretarial auditor of the Company for a term of five (5) consecutive years, commencing from FY 2025 26 to FY 2029 30 in the AGM of the Company held on 23rd September 2025 and have confirmed that they are not disqualified from continuing as Secretarial Auditors of the Company
The Secretarial Audit Report submitted by M/s Vishakha Agrawal & Associates, Practising Company Secretaries in prescribed format in MR-3 to the shareholders of the Company is annexed to this Report. The Secretarial Auditors, in their Audit Report, have made the following Comments:
1. As per Independent Auditors Report, the provisions of Section 45-IA of the Reserve Bank of India Act, 1934 is applicable to the company, because the companys financial assets constitute more than 50 percent of the total assets and income from financial assets constitute more than 50 percent of the gross income. However, company does not obtain registration under the provisions of Section 45-IA of the Reserve Bank of India Act, 1934. Management Response: The management is taking necessary steps to realign the Companys asset and income profile so that the provisions requiring NBFC registration cease to be applicable.
2. As per Independent Auditors Report, the company has accepted loans from individuals. However, as informed by the company and its management, the company has received advance for goods which were shown as loans in the balance sheet. Management Response: The management submits that certain amounts received as business advances have been wrongly classified as deposits, resulting in the said observation. Necessary accounting and legal adjustments shall be carried out to appropriately reflect the true nature of these transactions and ensure compliance with the applicable provisions of the Companies Act, 2013.
3. The BSE has imposed fine of Rs. 1,71,100 for delay in submission of financial results for the quarter and financial year ended 31st March 2026 within the period prescribed under Regulation 33 of SEBI (LODR) Regulations, 2015. Management Response: The management submits that the Non-compliance was due to failure to find a suitable and qualified candidate for the post of Compliance officer of Company. However, the Company has paid the fine imposed and later complied with the provisions.
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER
SECTION 186 OF THE COMPANIES ACT, 2013:
During the year, the Company has provided loans covered under the provisions of Section 186 of the Companies Act, 2013, details of which are given below:
Details of Loans under Section 186:
| Particulars | As on March 31, 2026 (In Lakhs) |
| Unsecured Loans Considered Good | |
| To Corporates | 5,204.63 |
| To Others | 499.85 |
| Total | 5,704.48 |
Current Financial Assets Loans: As at March 31, 2026, the Companys current financial assets in the nature of unsecured loans considered good stood at 5,704.48 lakhs, comprising 5,204.63 lakhs in respect of loans to corporates and 499.85 lakhs in respect of loans to other. The details of such loans are also disclosed in Note No. 1.4 to the Financial Statements forming part of this Annual Report.
24. UNSECURED LOAN FROM DIRECTORS:
As at March 31, 2026, the Company had outstanding unsecured loans of 194.90 lakhs from its Directors.
The details of which are given in the Note No. 1.11 to the financial statements forming part of the Annual Report.
25. SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
On July 29th, 2025, the Company has shifted its registered office from from 228 Part-B, The Zodiac Mall, Bicholi Mardana, Indore (M.P.)-452010 To 301-G Goyal Vihar, Gate No. 2 Khajrana Road, Indore (M.P), i.e., within the same city. On August 17, 2026, the Company has shifted its registered office from 301-G, Goyal Vihar, Gate No. 2, Khajrana Road, Indore, Madhya Pradesh 452016 to 41-42, 2nd Floor, PU4, Scheme No. 54, Vijay Nagar, Indore, Madhya Pradesh 452010, i.e., within the same city.
26. RELATED PARTY TRANSACTIONS:
None of the transaction with related parties (related to business) falls under the scope of Section 188(1) of the Act, Information on transactions with related parties pursuant to section 134 (3) (h) of the Act read with rule 8(2) of Companies (Accounts) Rules, 2014 are given in "Annexure II" in Form AOC-2 and same forms part of this report.
27. INTERNAL AUDIT:
At the beginning of each financial year, an audit plan is rolled out with approval of the Companys Audit Committee. The plan is aimed at evaluation of the efficacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.
28. INTERNAL FINANCIAL CONTROL:
According to Section 134(5)(e) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014, the term Internal Financial Control(IFC) means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
The Company believes that a strong internal control framework is very much essential and is part of good corporate governance practices. Your Company has in place well defined and adequate internal financial control framework commensurate with the size and complexity of its business to ensure proper recording of financial &operational information, compliance of various internal control and other regulatory/statutory compliances. All internal Audit findings and control systems are periodically reviewed by the Audit Committee of the Board of Directors, which provides strategic guidance on internal control.
29. RISK MANAGEMENT POLICY:
Pursuant to the provisions of Section 134 (3) (n) of the Companies Act, 2013, the Company has put in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. In order to effectively and efficiently manage risk and address challenges, the Company has formulated Risk Management Policy.
The risk management approach is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves. The objective of any risk identification and assessment process is to evaluate the combination of like hood and level of negative impacts from an event. The three main components of risk assessment are business risk, service/ operational risk and external risk. The Company manages the risk in line with current risk management best practices. This facilitates the achievement of our objectives, operational effectiveness and efficiency, protection of people and assets, informed decision making and compliance with applicable law and regulations. The Board has formulated policy on Risk Management Policy and it may be accessed at the website of the company at the Website of the Company.
30. COMMITTEES OF BOARD:
(i) Corporate Social Responsibility (CSR)
In pursuant to Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more Directors, out of which at least one director shall be an independent director.
During the year under review none of the condition as prescribed under Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the company; hence the provision is not applicable.
(ii) Audit Committee
Audit Committee of the Company meets the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The details of the composition of the Audit Committee as required under the provisions of Section 177(8) of the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this annual report.
The terms of reference of Audit Committee are confined to Companies Act 2013 & Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 read with Part-C of Schedule II.
During the year under review, the Board has accepted all the recommendations of the Audit Committee. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this report.
(iii) Nomination and Remuneration Committee
The Company has formed the Nomination and Remuneration Committee in accordance with the provisions of the Section 178 Companies Act 2013 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report forming part of this report.
(iv) Stakeholder Relationship Committee
The Company has also formed Stakeholders Relationship Committee in compliance to the
Companies Act, 2013 & Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report forming part of this report.
31. MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS
PRACTICES:
Disclosure on Vigil Mechanism / Whistle Blower Policy
The Company has established a Vigil Mechanism/Whistle blower Policyas a part of its vigil mechanism. The purpose of this Policy is to enable any person including the directors, employees, other stakeholders, etc. to raise concerns regarding unacceptable and improper practices and/or any unethical practices in the organization without the knowledge of the management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud or violation of any law, rule or regulation, potential or actual violation, leakage of unpublished price sensitive information without fear of reprisal.
The Company believes in the conduct of its affairs and its constituents by adopting the highest standards of professionalism, honesty, integrity, and ethical behavior, in line with the Code of Conduct (Code). All the stakeholders are encouraged to raise their concerns or make disclosures on being aware of any potential or actual violation of the Code, policies or the law. Periodic awareness sessions are also conducted for the same. The Board has formulated policy on Vigil Mechanism/ Whistle blower Policy and the same may be accessed at the website of the Company.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE:
The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.
33. CORPORATE GOVERNANCE:
Good Corporate practice is a norm at Starbeam Ventures Limited (Formerly Known as Bluegod Entertainment Limited). The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities and Exchange Board of India (SEBI). Besides complying with the legal framework of Corporate Governance Practices. As per the requirement of Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 executed with the Stock Exchange(s), Your Company has complied with the Corporate Governance norms as stipulated under the Listing Regulations. A detailed report on Corporate Governance forms part of this Annual Report.
34. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As per requirements of Listing Regulations, a detailed review of the developments in the industry, performance of the Company, opportunities and risks, internal control systems, outlook etc. of the Company is given under the head Management Discussion and Analysis Report, which forms part of this Annual Report.
35. SEXUAL HARASSMENT OF WOMAN AT WORK PLACE:
Our Company is committed to provide the healthy environment to all its employees, the company has in place a Prevention of the Sexual Harassment Policy and an Internal complaints redressal mechanism as per the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
In compliance with the Companies (Accounts) Second Amendment Rules, 2025 with regard to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company hereby discloses the following details for the financial year 2025 26:
(a) Number of complaints of sexual harassment received in the year: Nil (b) Number of complaints disposed off during the year: Nil (c) Number of cases pending for more than ninety days: Nil
The Policy on Prevention of Sexual Harassment at Workplace is available on the Companys website at www.bluegod.in.
36. CODE OF FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE
INFORMATION AND CODE OF CONDUCT UNDER SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015:
Pursuant to Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations, 2015 the Board to Directors has formulated and adopted the "Code of Practices and Procedures for fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the
Company.
The Board has also formulated and adopted "Code of Conduct for Prohibition of Insider Trading
(Code of Conduct) of the company as prescribed under Regulation 9 of the said Regulation.
37. APPOINTMENT OF DESIGNATED PERSON (MANAGEMENT AND
ADMINISTRATION) RULES 2014 - RULE 9 OF THE COMPANIES ACT 2013:
In accordance with Rule 9 of the Appointment of Designated Person (Management and Administration) Rules 2014, it is essential for the company to designate a responsible individual for ensuring compliance with statutory obligations. The company has designated Mr. Nitin
Ashokkumar Khanna (DIN: 09816597), Managing Director of the Company as Designated person.
38. INDEPENDENT DIRECTORS FAMILIARISATION PROGRAMME:
The Company has formulated a programme for familiarization of Independent Director with regard to roles, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company etc. The details of the Familiarization Programmes as conducted by the Company are available on the website of the Company at www.bluegod.in. However, during the year under review, there was no change in the nature of business of the company and its business vertical/structure/operational strategy, etc., which would have necessitated fresh Familiarization Programme for Independent Directors.
The details of familiarisation program may be accessed on the Companys website https://bluegod.in/wp-content/uploads/2025/07/FAMILIARIZATION-PROGRAMME-FOR-INDEPENDENT-DIRECTORS-1.pdf.
39. SECRETARIAL STANDARDS:
The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.
40. INVESTOR SERVICES:
To improve investor services, your Company has taken the following initiatives:-
An Investor Relation Section on the website of the Company (www.bluegod.in) has been created to help investors to know the policies and rights of investors. There is a dedicated e-mail id hello@bluegod.in for sending communications to the Company Secretary. Members may lodge their requests, complaints and suggestions on this e-mail as well.
41. LISTING
The Companys equity shares are listed on BSE Limited ("BSE") having nation-wide trading terminals.
42. GENERAL:
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review: a) Details relating to deposits covered under Chapter V of the Act. b) Issue of equity shares with differential rights as to dividend, voting or otherwise. c) The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. d) Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary. e) During the period No fraud has been reported by the Auditors to the Audit Committee or the Board. f) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. g) There was no instance of onetime settlement with any Bank or Financial Institution.
43. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961:
The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave. The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.
44. TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF):
As per the provisions of section 125 of the Companies Act 2013 and as per the rule 3 of the Investor Education and Protection Fund (awareness and protection of investors) Rules, 2001, there were no amounts required to be transferred to the Investor Education and Protection Fund pursuant to the provisions of the Companies Act, 2013.
45. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:
During the year under review and till date of this Report, the Company has neither made any application against anyone nor any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016.
46. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE
AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF: The Company has neither availed any loan from banks or financial institution and hence there is no application being ever made for One Time Settlement (OTS) with any banks or financial institution.
47. DISCLOSURE UNDER SECTION 164 (2):
None of the Directors of Company are disqualified from being appointed as Directors as specified under Section 164 (2) of the Companies Act, 2013.
48. PARTICIPATION IN THE GREEN INITIATIVE:
Our Company continues to wholeheartedly participate in the Green Initiative under taken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.
49. APPRECIATION:
Your Company has been able to perform efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas as well as the efficient utilization of the Companys resources for sustainable and profitable growth. The Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each and every employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. The Directors appreciate and value the contribution made by every member of the Starbeam Ventures Limiteds family.
| By the order of the Board of Directors | |
| For STARBEAM VENTURES LIMITED | |
| (Formerly Known as Bluegod Entertainment Limited) | |
| Sd/- | Sd/- |
| Nitin Ashokkumar Khanna | Afsana Mirose Kherani |
| Managing Director | Non - Executive Non-Independent Director |
| (DIN: 09816597) | (DIN: 09604693) |
| Place: Indore | |
| Date: 03.09.2026 |
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099

This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.