Studio LSD Ltd Directors Report

BOARDS REPORT

To,

The Members,

STUDIO LSD LIMITED

(formerly known as Studio LSD Pvt. Ltd)

Your Directors have pleasure in presenting herewith their 10th Directors Report on the business and operations of the Company together with the Audited Financial Statements of the Company for the financial year ended on 31st March, 2026. This Report has been prepared in compliance with the requirements of the Companies Act, 2013 ("the Act"), the Secretarial Standards issued by the Institute of Company Secretaries of India, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and other applicable rules and regulations.

FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY

Standalone

		(Amount in Lacs)
PARTICULARS	2025-26	2024-25
Revenue from Operations	7,211.31	10,447.81
Other Income	221.74	52.89
Total Income	7,433.05	10,500.70
Total Expenses	7,509.60	8,923.20
Profit/(Loss) before Tax	(76.55)	1,577.50
Less: Current Tax		400.00
Deferred Tax	10.44	0.84
Add/Less: Prior Period Tax	13.03	0.05
Profit/(Loss) After Tax	(100.02)	1,176.61

BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / STATE OF COMPANYS AFFAIRS

• During the year under review, the Company earned Revenue from Operations of Rs. 72.11 Cr. as compared to Revenue from Operations of Rs. 104.48 Cr. earned in the previous year, a decline of approximately 31%.

• The Company incurred a Loss before Tax of Rs. 0.77 Cr. as against a Profit before Tax of Rs. 15.78 Cr. earned in the previous year.

• The Company incurred a Loss after Tax of Rs. 1.00 Cr. as against the Profit after Tax of Rs. 11.77 Cr. earned in the previous year.

The Company continues to evaluate strategic measures to strengthen its operating performance and is proactively positioning itself for improved outcomes and sustained growth in the years ahead, including utilisation of the balance IPO proceeds towards studio construction and working capital, as set out later in this Report.

OVERVIEW

The Companys equity shares continue to be listed on the SME Platform of the National Stock Exchange of India Limited (NSE Emerge) since August 25, 2025. Financial Year 2025-26 was the Companys first half financial year as a listed entity, during which the Company continued to strengthen its governance, compliance and reporting framework in line with the requirements applicable to companies listed on the SME platform.

During the year, Mr. Parth Shah was appointed as the Chief Financial Officer of the Company with effect from November 14, 2025, succeeding Ms. Ruchika Mishra, the erstwhile Chief Financial Officer.

Studio LSD Limited continued to strengthen its partnerships with broadcasters and digital streaming platforms during the year, while progressing the utilisation of IPO proceeds towards construction of its studio facility, working capital requirements and general corporate purposes, as detailed later in this Report.

FUTURE OUTLOOK

The financial year 2025-26, while challenging at the topline level, contains within it an important story of recovery. The Companys second half (October 2025 to March 2026) delivered a Profit after Tax of Rs. 249.01 Lakhs, a decisive turnaround from the loss of Rs. 349.03 Lakhs recorded in the first half (April to September 2025). This H2 recovery reflects the tangible impact of the Companys efforts to rebuild its commissioned content pipeline and demonstrates that the underlying business model remains sound and responsive.

As the Company enters FY 2026-27, the momentum built in the second half of FY 2025-26 has continued and strengthened. The launch of "Oh Humnava, Tum Dena Saath Mera" on JioHotstar from April 20, 2026, featuring acclaimed actors Sriti Jha and Shabir Ahluwalia, alongside the continued strong performance of "Tumm Se Tumm Tak" on Zee TV-which sustained its position consistently among the top 5 Hindi fiction shows with a 7.6 IMDB rating and won 8 awards at the Z Kutumb Awards 2026-means the Company now has multiple active productions generating revenue simultaneously, restoring the portfolio depth that had been temporarily disrupted during FY 2025-26.

Beyond television, the Company is actively diversifying its revenue streams. The LSD Music vertical is gaining meaningful traction, with "Kya Baat Hai" crossing 4 million views and new releases building cross-platform audiences. The Companys entry into regional feature film production through the Punjabi film "Assi Baaghi Changey" (in association with KableOne), its line production mandate for the second season of "Saubhagyavati Sarpanch" for Ultra Media & Entertainment, and its association with "The Socho Project"-a large-scale musical web series-collectively represent a broadening of the Companys revenue base across formats and platforms.

The Companys balance sheet provides a strong foundation for this recovery. As at March 31, 2026, the Company remains entirely debt-free, with Cash and Bank Balances of Rs. 3,122.85 Lakhs and unutilised IPO proceeds of Rs. 25.82 Crores available for deployment towards studio construction and working capital as the business scales.

The Board of Directors remains focused on delivering sustained, profitable growth in FY 2026-27 and beyond, through disciplined content development, broadcaster and platform diversification, and prudent capital deployment. The Company will continue to keep its shareholders and the Stock Exchange informed of material developments as they occur, in compliance with the applicable provisions of the SEBI Listing Regulations.

DIVIDEND:

In view of the loss incurred during the year and keeping in mind the Companys capital requirements, your Directors do not recommend any dividend for the financial year ended March 31, 2026.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, the Company was not required to transfer any funds to the Investor Education and Protection Fund.

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the general reserves of the Company for the financial year ended March 31, 2026.

NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year under review.

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The Company filed its Draft Red Herring Prospectus ("DRHP") with the National Stock Exchange of India Limited (NSE Emerge Platform) on January 24, 2025, in accordance with the provisions of Chapter IX of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The National Stock Exchange of India Limited issued its in-principle approval for listing of the Companys equity shares on the NSE Emerge Platform on April 23, 2025. Thereafter, the Company filed the Red Herring Prospectus ("RHP") with the Registrar of Companies, Maharashtra at Mumbai. The IPO opened for subscription on August 18, 2025 and closed on August 20, 2025. Upon successful completion of the subscription, allotment and filing formalities, the Company filed the Prospectus with the Exchange and Registrar of Companies on August 21, 2025. The equity shares of the Company were listed and admitted to dealings on the NSE Emerge Platform with effect from August 25, 2025.

STATEMENT OF DEVIATION AND VARIATION OF ISSUE PROCEEDS UNDER REGULATION 32 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

The Company raised Rs. 74.25 Crores through its Initial Public Offering, comprising a fresh issue of up to 1,10,00,000 equity shares and an offer for sale of up to 27,50,000 equity shares of face value Rs. 2 each, at a price of Rs. 54 per share. As required under Regulation 32 of the SEBI Listing Regulations, the Company has placed quarterly statements of deviation/variation before the Audit Committee and has submitted the same to the Stock Exchange. The status of utilisation of IPO proceeds as on March 31, 2026 is summarised below:

Particulars	Planned as per Prospectus (Rs. Cr.)	Utilised till 31-03-2026 (Rs. Cr.)	Pending Utilisation (Rs. Cr.)
Construction of Studio	18.00	-	18.00
Working Capital Requirements	27.40	24.05	3.35
General Corporate Expenses	8.50	4.03	4.47
Total	53.90	28.08	25.82

There has been no deviation in the objects of the issue. Out of the unutilised IPO proceeds of Rs. 25.82 Crores as at March 31,2026, INR 20.40 Crores have been kept invested in Fixed Deposits with Axis Bank Limited, pending deployment for the stated objects.

The utilisation of IPO proceeds is being monitored by Acuite Ratings and Research Limited, the Monitoring Agency appointed pursuant to Regulation 32 of the SEBI Listing Regulations. The Company has duly submitted the quarterly Monitoring Agency reports issued by Acuite Ratings and Research Limited, together with the quarterly certificates issued by M/s. GMJ & Co., Chartered Accountants (Statutory Auditors), to the Stock Exchange within the stipulated timelines in accordance with Regulation 32 of the SEBI Listing Regulations.

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders have been passed by any Regulator/Court/Tribunal which can have an impact on the going concern status and the Companys operations in future.

DEPOSITS

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the following are the Directors and Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Companies Act, 2013:

Sr. No	Name of Director/KMP	DIN/M.No./PAN	Designation
1	Mr. Prateek Sharma	07718678	Managing Director
2	Mr. Parth Shah	07990904	Whole-Time Director & CFO
3	Mrs. Suman Sharma	07718689	Non-Executive Director (Chairperson)
4	Mr. Bajrang Prajapat	08151516	Non-Executive & Independent Director
5	Ms. Swati Dhoot	10772709	Non-Executive & Independent Director
6	Ms. Kiran Goklani	BDUPG5761Q	Company Secretary and Compliance Officer

During the year, Mr. Parth Shah was appointed as the Chief Financial Officer of the Company with effect from November 14, 2025, succeeding Ms. Ruchika Mishra, the erstwhile Chief Financial Officer.

The Nomination and Remuneration Committee plays a pivotal role in identifying and evaluating persons proposed to be appointed as Directors, assessing their integrity, professional qualifications, relevant expertise and depth of experience before making appropriate recommendations to the Board. The Committees approach ensures that the Board maintains a well-balanced composition, functions effectively and is supported by a robust succession planning framework.

The Board of Directors affirms that the Independent Directors of the Company-Mr. Bajrang Jagdish Prajapat (DIN: 08151516) and Ms. Swati Dhoot (DIN: 10772709)-possess the requisite qualifications, domain expertise and experience commensurate with their roles, and that each of them upholds the highest standards of integrity in the discharge of their duties. This affirmation is based on the declarations received from each Independent Director

During the financial year under review, none of the Non-Executive and Independent Directors of the Company had any pecuniary relationship with the Company, other than the sitting fees paid for attending meetings of the Board and its Committees, and reimbursement of expenses incurred in connection with such attendance.

RETIREMENT BY ROTATION:

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all directors at every AGM, not less than two-thirds of the total number of directors of a public company (excluding Independent Directors) shall be persons whose period of office is liable to determination by retirement by rotation, of which one-third are liable to retire by rotation at every AGM. Accordingly, Mr. Parth Shah (DIN: 07990904), Whole-Time Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The relevant resolution is being placed for approval of the Members at the ensuing Annual General Meeting.

DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are in "Annexure-A".

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has put in place a robust and comprehensive internal control framework, commensurate with the size, scale and nature of its business operations. These controls have been designed to provide reasonable assurance regarding the reliability of financial reporting, the effectiveness and efficiency of operations, and compliance with applicable laws and regulations.

The Board of Directors and the Management affirm that the internal financial controls with reference to the financial statements are adequate and operating effectively. The financial statements have been prepared with accuracy and completeness, and give a true and fair view of the state of affairs of the Company, consistent with the requirements of the Companies Act, 2013 and the applicable Accounting Standards.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

The particulars of loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review are disclosed in the Financial Statements and provided in "Annexure-B".

HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

• Your Company does not have a holding Company within the meaning of Section 2(46) of the Companies Act, 2013.

• Your Company does not have a Subsidiary Company within the meaning of Section 2(87) of the Companies Act, 2013.

• Your Company does not have an Associate Company within the meaning of Section 2(6) of the Companies Act, 2013.

DECLARATION OF INDEPENDENT DIRECTORS

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors of the Company, confirming that they meet the criteria of independence under Section 149(6) of the Act, have been duly received by the Company, along with a declaration of compliance with sub-rule (1) and sub-rule (2) of Rule 6 of the Companies (Appointment of Directors) Rules, 2014. The Independent Directors have also complied with the Policy on Code of Conduct for Directors and Senior Management Personnel. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company.

The Independent Directors have also confirmed that they have duly registered their names in the data bank for Independent Directors maintained by the Indian Institute of Corporate Affairs, and have, where required, passed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and the SEBI Listing Regulations, a structured questionnaire was used for evaluating the performance of the Board, its Committees and individual Directors, including Independent Directors. The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of the criteria and framework adopted by the Board. The performance of the Board as a whole and of its Committees was also evaluated. The Board expressed its satisfaction with the evaluation process. In a separate meeting of Independent Directors, the performance of NonIndependent Directors, the Board as a whole, and the Chairperson was evaluated.

BOARD POLICIES

The details of various policies as required under the Companies Act, 2013 and the SEBI Listing Regulations, as provided in "Annexure-C" to this Report, continue to be in force and have been periodically reviewed by the Board.

CORPORATE GOVERNANCE

As per Regulation 15(2) of the SEBI Listing Regulations, compliance with the Corporate Governance provisions of the SEBI Listing Regulations shall not apply to:

• a listed entity having paid-up equity share capital not exceeding Rs. 10 Crore and net worth not exceeding Rs. 25 Crore, as on the last day of the previous financial year; or

• a listed entity which has listed its specified securities on the SME Exchange.

Since the Companys specified securities are listed on the SME Exchange, it falls within the ambit of the aforesaid exemption (b); accordingly, compliance with the Corporate Governance provisions does not apply to the Company and a separate Corporate Governance Report does not form part of this Annual Report.

BORROWINGS & CHARGES

As at March 31,2026, the Company did not have any outstanding borrowings or credit facilities. The Company is debt-free. During FY 2025-26, the following charge-related event occurred:

Charge ID	Charge Holder	Amount (Rs.)	Date of Satisfaction	Event
101067512	HDFC Bank Limited	Rs. 3,00,00,000/-	01st December 2025	Charge Satisfied

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief, and according to the information and explanations obtained, your Directors make the following statement in terms of Section 134(5) of the Companies Act, 2013:

a) that in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards have been followed, along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently, and the Directors have 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 end of the financial year and of the loss of the Company for that period;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the Annual Accounts have been prepared on a going concern basis;

e) that proper systems have been devised to ensure compliance with the provisions of all applicable laws, and that such systems are adequate and operating effectively;

f) that internal financial controls have been laid down to be followed by the Company, and that such internal financial controls are adequate and operating effectively.

MEETINGS OF BOARD OF DIRECTORS & BOARD COMMITTEES :

Board Meetings:

During the financial year ended March 31, 2026, eleven (11) Board Meetings were held. The details of the meetings and attendance of Directors are as follows:

Date of Board Meeting	Prateek Sharma (Managing Director)	Suman Sharma (Non-Executive Director & Chairperson)	Parth Shah (Whole Time Director & CFO)	Bajrang Prajapat (Non-Executive Independent Director)	Swati Dhoot (Non-Executive Independent Director)
21st April 2025	P	P	P	P	P
23rd June 2025	P	P	P	P	P
1st July 2025	P	P	P	P	P
29th July 2025	P	P	P	P	P
11th August 2025	P	P	P	P	P
13th August 2025	P	P	P	P	P
20th August 2025	P	P	P	P	P
21st August 2025	P	P	P	P	P
4th September 2025	P	P	P	P	P
14th November 2025	P	P	P	P	P
3rd February 2026	P	P	P	P	P
No. of meetings held	11	11	11	11	11
No. of meetings attended	11	11	11	11	11
9th AGM (30.09.2025) attended	Yes	Yes	Yes	Yes	Yes

P = Present.

Audit Committee Meetings & Attendance:

During FY 2025-26, seven (7) meetings of the Audit Committee were held. The details of the meetings and attendance are as follows:

Date of Meeting	Bajrang Prajapat (Independent Director-Chairperson)	Swati Dhoot (Independent Director-Member)	Parth Shah (Whole Time Director & CFO-Member)
23rd June 2025	P	P	P
1st July 2025	P	P	P
29th July 2025	P	P	P
20th August 2025	P	P	P
4th September 2025	P	P	P
14th November 2025	P	P	P
3rd February 2026	P	P	P
No. of meetings held	7	7	7
No. of meetings attended	7	7	7

P = Present.

The Board has a well-qualified Audit Committee, constituted in accordance with the provisions of Section 177 of the Companies Act, 2013, with a majority of Independent Directors including the Chairperson, possessing sound knowledge of accounts, audit, finance, taxation and internal controls. During the year, there were no instances where the Board did not accept the recommendations of the Audit Committee.

With Regulation 23 of the SEBI Listing Regulations becoming applicable to the Company during FY 2025-26, the Audit Committees terms of reference have been expanded to include review and approval of related party transactions in accordance with Regulation 23(2) of the SEBI Listing Regulations.

Nomination & Remuneration Committee Meetings & Attendance:

During FY 2025-26, two (2) meetings of the Nomination and Remuneration Committee were held. The details of the meetings and attendance are as follows:

Date of Meeting	Bajrang Prajapat (Independent Director-Chairperson)	Swati Dhoot (Independent Director-Member)	Suman Sharma (Non Executive Director-Member)
4th September 2025	P	P	P
14th November 2025	P	P	P
No. of meetings held	2	2	2
No. of meetings attended	2	2	2

P = Present.

The Company has duly constituted a Nomination & Remuneration Committee in accordance with sub-section (1) of Section 178 of the Companies Act, 2013.

Corporate Social Responsibility (CSR) Committee Meetings & Attendance:

During FY 2025-26, two (2) meetings of the Corporate Social Responsibility Committee were held. The details of the meetings and attendance are as follows:

Date of Meeting	Suman Sharma (Non-Executive Director-Chairperson)	Prateek Sharma (Managing Director-Member)	Swati Dhoot (Independent Director-Member)
23rd June 2025	P	P	P
3rd March 2026	P	P	P
No. of meetings held	2	2	2
No. of meetings attended	2	2	2

P = Present.

A Committee dealing with matters relating to Corporate Social Responsibility is in existence in accordance with Section 135 of the Companies Act, 2013.

Risk Management Committee Meetings & Attendance:

During FY 2025-26, two (2) meetings of the Risk Management Committee were held. The details of the meetings and attendance are as follows:

Date of Meeting	Suman Sharma (Non-Executive Director-Chairperson)	Prateek Sharma (Managing Director —Member)	Parth Shah (Whole Time Director & CFO —Member)
4th September 2025	P	P	P
3rd February 2026	P	P	P
No. of meetings held	2	2	2
No. of meetings attended	2	2	2

P = Present.

Stakeholders Relationship Committee Meetings & Attendance:

During FY 2025-26, three (3) meetings of the Stakeholders Relationship Committee were held. The details of the meetings and attendance are as follows:

Date of Meeting	Bajrang Prajapat (Independent Director-Chairperson)	Swati Dhoot (Independent Director-Member)	Parth Shah (Whole Time Director & CFO-Member)
4th September 2025	P	P	P
14th November 2025	P	P	P
3rd February 2026	P	P	P
No. of meetings held	3	3	3
No. of meetings attended	3	3	3

P = Present.

Independent Directors Meeting & Attendance

Pursuant to the provisions of Schedule IV of the Companies Act, 2013 and the SEBI Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 16th March 2026 through Video Conferencing, without the attendance of NonIndependent Directors and members of the management. Both Independent Directors-Mr. Bajrang Jagdish Prajapat (DIN: 08151516) and Ms. Swati Dhoot (DIN: 10772709)-attended the said meeting.

At the meeting, the Independent Directors reviewed the performance of the Non-Independent Directors and the Board as a whole, reviewed the performance of the Chairperson of the Company, and assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

GENERAL MEETING

The Annual General Meeting of the Company for the financial year 2024-25 (9th Annual General Meeting) was held on 30^th September 2025 through Video Conferencing / Other Audio-Visual Means.

No Extra-Ordinary General Meeting was held during the financial year 2025-26.

CHANGES IN SHARE CAPITAL

Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2026 stood at Rs. 12,00,00,000/- (Rupees Twelve Crores) divided into 6,00,00,000 (Six Crore) Equity Shares of Rs. 2/- each. There was no change in the Authorised Share Capital during FY 2025-26.

Issued, Subscribed & Paid-up Share Capital

The Paid-up Equity Share Capital of the Company increased from Rs. 8,17,83,510/- as at March 31, 2025 to Rs. 10,37,83,510/- as at March 31,2026, divided into 51,891,755 fully paid-up Equity Shares of Rs. 2/- each. The increase reflects the allotment of 1,10,00,000 fresh equity shares of face value Rs. 2/- each pursuant to the Companys Initial Public Offering, allotted on August 21,2025.

Date of Allotment	No. of Equity Shares Allotted	Face Value (Rs.)	Issue Price (Rs.)	Nature of Allotment
21st August 2025	1,10,00,000	2/-	54/-	Fresh Issue-Initial Public Offering

Additionally, the Company facilitated an Offer for Sale of up to 27,50,000 Equity Shares by the Selling Shareholder(s) as part of the IPO, which did not result in any increase to the Companys paid-up capital.

Buy Back of Securities

During the year under review, the Company has not bought back any of its securities.

Sweat Equity

During the year under review, the Company has not issued any Sweat Equity Shares.

Bonus Shares:

During the year under review, the Company has not issued any Bonus Shares.

Employee Stock Option Plan:

During the year under review, the Company has not provided any stock option scheme to its employees.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During FY 2025-26, the Companys paid-up equity share capital increased to Rs. 10.38 Crore (exceeding the Rs. 10 Crore threshold) and its net worth stands at Rs. 79.24 Crore (exceeding the Rs. 25 Crore threshold), as on March 31, 2026. Consequently, with effect from the date of crossing the threshold, the related party transaction approval and disclosure regime under Regulation 23 of the SEBI Listing Regulations has become applicable to the Company for the first time. The Company has complied with Regulation 23 of SEBI LODR by submitting half-yearly disclosures of related party transactions to the Stock Exchange.

During the Financial Year 2025-26, your Company has entered into transactions with related parties as defined under Section 188 read with Section 2(76) of the Companies Act, 2013 and rules made thereunder, which were in the ordinary course of business and on an arms length basis. Further, the relevant disclosures are also provided in the Notes to the Financial Statements forming part of this Annual Report and also appended as Annexure - D to this report.

WEB LINK OF ANNUAL RETURN

As required under Section 134(3)(a) read with Rule 8A(a) of the Companies (Accounts) Rules, 2014, the Annual Return referred to in sub-section (3) of Section 92 is available on the Companys website at https://studiolsd.in/.

AUDITORS Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. GMJ & Co., Chartered Accountants (Firm Registration No. 103429W), continue to hold office as the Statutory Auditors of the Company for a term of five years, i.e., for Financial Years 2022-23 to 2026-27, to hold office up to the conclusion of the Annual General Meeting to be held in the financial year 2027. No fresh appointment or ratification is required at this Annual General Meeting.

The Statutory Auditors, M/s. GMJ & Co., Chartered Accountants, have issued an unqualified opinion on the financial statements of the Company for FY 2025-26. There are no qualifications, reservations or adverse remarks in the Statutory Auditors Report for the financial year ended March 31, 2026.

Internal Auditors:

The Company has in place an adequate internal audit framework to monitor the efficacy of internal controls, with the objective of providing the Audit Committee and the Board of Directors an independent, objective and reasonable assurance on the adequacy and effectiveness of the organisations risk management, control and governance processes.

M/s. S. M. Bhat & Associates, were appointed to act as the Internal Auditors of the Company for Financial Year 2025-26, and conducted the internal audit of the Companys financial results for the year, as confirmed in the notes to the audited financial results. Findings of the Internal Auditor are placed before the Audit Committee, which reviews and discusses the actions taken with the management.

Secretarial Auditors:

As per Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI Listing Regulations, Mr. Ainesh Jethwa of M/s. Ainesh Jethwa & Associates, Practicing Company Secretaries (Membership No. ACS27990, CP No. 19650), continues to hold office as the Secretarial Auditor of the Company for a term of five consecutive financial years commencing from FY 2025-26 to FY 2029-30, pursuant to the approval of Members at the 9th Annual General Meeting. No fresh appointment resolution is required at this Annual General Meeting.

The Secretarial Audit Report for FY 2025-26, in Form MR-3, is annexed to this Report as "Annexure-E".

Cost Auditors:

Appointment of Cost Auditors is not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed report on Management Discussion and Analysis is included in this Annual Report as "Annexure-F".

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There are no audit qualifications, reservations, adverse remarks or reporting of fraud in the Statutory Auditors Report given by M/s. GMJ & Co., Chartered Accountants, Statutory Auditors of the Company, for the financial year ended March 31, 2026. Accordingly, no explanation or comments are required under Section 134(3)(f) of the Companies Act, 2013.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12)

There were no instances of fraud reported by the Auditors under sub-section (12) of Section 143 and/or Section 134(3)(ca) of the Companies Act, 2013 during the financial year ended March 31, 2026.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per the MCA Notification dated February 16, 2015, companies whose shares are listed on the SME Exchange, as referred to in Chapter XB of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempt from the compulsory requirement of adoption of Ind-AS. The Company has accordingly continued to prepare its financial statements as per the applicable Accounting Standards issued by the ICAI, and not under Ind-AS, for FY 2025-26.

MANAGERIAL REMUNERATION

Details of remuneration paid to each Executive Director during FY 2025-26 is tabled below:

Sr. No	Name	Designation	Remuneration (Rs. Lakhs)
1	Prateek Sharma	Managing Director	32.41
2	Parth Shah	Whole Time Director & CFO	36
	Total		68.41

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, and the CSR initiatives undertaken during the year, are set out in "Annexure-G" of this Report in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Policy is available on the website of the Company.

The prescribed CSR expenditure for FY 2025-26, being 2% of the average net profit under Section 198 of the Act for the three preceding financial years (FY 2022-23, FY 2023-24 and FY 2024-25), was Rs. 22,72,125/-. The average net profit under Section 198 for the said three years was Rs. 1,136.06 Lakhs (Rs. 1,13,60,625/-). The Company spent Rs. 22,72,130/- during FY 2025-26 toward rural development activities, through Shaheed Bhagat Singh Shikshan Sansthan (CSR Registration No. CSR00102673), an implementing agency duly registered with the Ministry of Corporate Affairs. The contribution was directed toward improving livelihood opportunities, access to education and basic infrastructure for underserved rural communities, in accordance with Schedule VII (Clause x) of the Act. The Company has fully met its CSR obligation for FY 2025-26.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A) Conservation of Energy: The Company is principally engaged in the business of media production, creating content for television and other audio-visual modes. As such, electricity consumption is not significant. The Company continues to adopt environment- friendly measures, including minimising the use of air-conditioning, switching off lights when not in use, minimising paper usage in favour of electronic records, and creating environmental awareness among employees.

B) Technology Absorption:

As per the Ministry of Corporate Affairs notification under proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, every company using accounting software for maintaining its books of account is required to use software with a feature of recording an audit trail (edit log) of each transaction, which cannot be disabled. The Company continues to use accounting software with this audit trail feature.

C) Foreign Exchange Earnings and Outgo:

Particulars	Amount (in lacs)
Foreign exchange earnings	427.24
Foreign exchange outgo	0.03

COMPLIANCE WITH SECRETARIAL STANDARDS

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

GREEN INITIATIVE

In compliance with Regulation 36 of the SEBI Listing Regulations, the Notice of the AGM along with the Annual Report 2025-26 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Pursuant to the amendment to Regulation 36(1)(b) of the SEBI Listing Regulations effective April 1, 2025, Members who have not registered their e-mail address will be sent a hard-copy letter containing the web-link (including the exact path) to the full Annual Report, rather than a printed copy of the Annual Report itself; such Members may nonetheless request and receive a physical copy of the Annual Report upon request. The Notice and Annual Report 2025-26 are also available on the Companys website.

RISK MANAGEMENT

The Company has established procedures to keep the Board informed about risk assessment and minimisation measures. The Board has formulated a Risk Management Policy to ensure that the Board and its Risk Management Committee effectively identify and address risks affecting the Companys business, covering content reception risk, financial risk, operational risk, market risk, regulatory and compliance risk, and other business risks.

During FY 2025-26, the key risk that materialised was the abrupt reduction in content commissioning by broadcaster partners, driven by the structural decline in linear television advertising and viewing metrics across the industry. The Company has responded by actively diversifying its content relationships across multiple broadcaster and OTT platforms, and by building a pipeline of new productions across formats, including digital originals. The Risk Management Committee reviewed these risks at its meetings.

VIGIL MECHANISM

The Company has established a vigil mechanism through a Whistle Blower Policy, under which Directors and employees can voice genuine concerns or grievances about unethical or unacceptable business practices, with direct access to the Compliance Officer or the Chairman of the Audit Committee. The Company ensures complete protection to genuine whistle-blowers from unfair treatment or victimisation. The Whistle Blower Policy is disclosed on the Companys website. No complaints were received under the Whistle Blower Policy during the financial year under review.

IBC CODE & ONE-TIME SETTLEMENT

There are no proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016. The Company has not entered into any one-time settlement with any bank or financial institution during the financial year under review.

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company is committed to providing a safe and conducive work environment for all its employees. In compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act), the Company has constituted an Internal Complaints Committee (ICC).

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, the following itemised particulars are disclosed for the financial year ended March 31, 2026:

Particulars	Number
Number of complaints received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending for a period exceeding 90 days	Nil

During the year, the Company conducted 2 (two) POSH awareness workshops-on 21st April 2025 and 14th November 2025-covering all employees on policy overview, reporting mechanism and employee responsibilities.

STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Company has complied with all applicable provisions of the Maternity Benefit Act, 1961, ensuring the rights and welfare of its female employees during maternity. The Company remains committed to fostering a supportive and inclusive workplace in accordance with statutory requirements.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report is applicable only to the top one thousand listed entities by market capitalisation. As the Companys specified securities are listed on the SME Exchange (NSE Emerge) and it does not form part of the top 1,000 listed entities by market capitalisation as on March 31, 2026, the Business Responsibility and Sustainability Report is not applicable to the Company. However, the Company remains committed to sustainable business practices through responsible resource utilisation, digitisation of records, reduction of paper consumption and compliance with environmental and social governance principles wherever possible.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place a well-defined familiarisation and induction programme. At the time of appointment of an Independent Director, the Company issues a letter of appointment outlining their role, function, duties and responsibilities. Details of the familiarisation programme are available on the Companys website.

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Company has in place a Code of Conduct for Prohibition of Insider Trading, which lays down the process for trading in securities of the Company by Designated Persons, and to regulate, monitor and report trading by employees on the basis of Unpublished Price Sensitive Information. The Code is available on the Companys website.

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

As the Company has not declared any dividend since incorporation, there is no unpaid or unclaimed dividend, and no shares are liable to be transferred to the Investor Education & Protection Fund as on March 31,2026.

DISCLOSURE AS REQUIRED UNDER CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Neither the Company nor its shareholders, promoters, promoter group entities, related parties, directors, key managerial personnel, or employees have entered into any agreements, either among themselves or with a third party, that directly, indirectly, or potentially impact the management or control of the Company. No such agreements impose restrictions or liabilities on the Company.

LISTING FEES

The Company has paid the annual listing fees for FY 2025-26 to the National Stock Exchange of India Limited (NSE Emerge) within the prescribed timelines.

ACKNOWLEDGEMENTS

Your Directors place on record their sincere appreciation and gratitude to the Companys bankers, business associates, consultants, shareholders, and various Government authorities for their continued support and guidance extended to the Companys operations during the year under review. The Board also expresses its deep appreciation to all employees at every level for their dedicated efforts, commitment, and valuable contribution, which have been integral to the Companys performance.

FOR AND ON BEHALF OF STUDIO LSD LIMITED

PRATEEK SHARMA

MANAGING DIRECTOR

(DIN: 07718678)

Registered Office:

Unit No. 302,301, 3rd Floor, Laxmi Mall,

Laxmi Industrial Estate, New Link Road,

Andheri West, Mumbai,

Maharashtra, India, 400053.

Date: 14th August, 2026

Place: Mumbai