Thinking Hats Entertainment Solutions Ltd Directors Report

FINANCIAL SUMMARY OR HIGHLIGHTS

The highlights of the Financial Results for the year ended March 31st, 2026 and the corresponding figure for the previous year are as under:

in Lakhs except EPS)

Particulars	Fiscal FY2026	FY2025
Revenue from Operations	2,352.25	4,766.80
Other Income	51.52	73.22
Profit before Tax	162.17	522.92
Profit after Tax	124.42	366.50
Earnings Per Share (In Rs.)	1.00	3.42

Equity shares are at par value of ? 10 per share

TRANSFER TO RESERVES

We do not propose to transfer any amount to the general reserve.

DIVIDEND

The management has decided to reinvest the money in working capital and overall growth of the company. Hence, your management recommends no dividend for the year ended March 31, 2026 and will increase efforts to enhance the profit in coming financial year.

STATE OF COMPANYS AFFAIRS

Your Directors are pleased to share the operational and financial performance achieved by the Company during FY2026.

The major highlights of the FY2026 are as under:

Revenue from Operations stood at ? 2,352.25 Lakhs in FY2026 as compared to ? 4766.80 lakhs in FY2025. PAT stood at ? 124.42 lakhs in FY2026 as compared to ? 366.50 lakhs in FY2025.

The decline in revenue and profitability during the year was primarily attributable to the timing of release of content, deferment of certain projects, and the nature of revenue recognition in the entertainment industry, where financial performance is significantly influenced by the production and release cycle of films and other content. Despite the moderation in financial performance during the year, the Company continues to evaluate new business opportunities, strengthen its content pipeline and pursue strategic initiatives aimed at creating long-term value for its stakeholders.

CHANGE IN THE NATURE OF BUSINESS

Pursuant to the provisions of the Companies Act, 2013, the Board hereby confirms that there was no change in the nature of the business of the Company during the Financial Year ended March 31, 2026. The Company continued to carry on its existing business operations during the year under review.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

There were no other material changes and commitments affecting the financial position of the Company occurred during the period from the end of the financial year to which the financial statement related till the date of this report.

SHARE CAPITAL

During the Financial Year under review, there was no change in the Authorized Share Capital or the Issued, Subscribed, and Paid-up Equity Share Capital of the Company.

As on March 31, 2026, the Authorized Share Capital of the Company stood at Rs. 15,00,00,000 (Rupees Fifteen Crores only), divided into 1,50,00,000 (Rupees One Crore and Fifty Lakhs only) equity shares of Rs. 10/- (Rupees Ten) each.

The Issued, Subscribed, and Paid-up Equity Share Capital of the Company as on March 31, 2026, stood at Rs. 12,48,71,500 (Rupees Twelve Crore Forty-Eight Lakh Seventy-One Thousand Five Hundred Only.), comprising 1,24,87,150 (Rupees One Crore Twenty-Four Lakh Eighty-Seven Thousand One Hundred Fifty Only) Equity Shares of Rs. 10/- (Rupees Ten) each, fully paid up.

During the Financial Year 2025-26, the Company has neither issued any equity shares with differential voting rights nor granted any stock options, sweat equity shares, or warrants. The Company has not bought back any of its securities and there was no forfeiture or cancellation of shares during the year.

LISTING OF SHARES

The Equity Shares of the Company are listed on the Emerge Platform of the National Stock Exchange of India Limited

DEMATERIALISATION OF SHARES

As on March 31, 2026, all the shares of the Company are held in dematerialized form, representing 100% of the total issued and paid-up share capital of the Company. The ISIN of the Company is INE0SHE01019. M/s. MAS Services Limited is the Registrar and Share Transfer Agent of the Company and handles investor-related matters under the supervision of the Company.

PUBLIC DEPOSITS

The Company has not accepted any deposit during the period started from 1st April, 2025 to 31st March, 2026. Further, there is no outstanding amount of deposit as on March 2026.

CHANGE IN NAME AND STATUS OF THE COMPANY

There was no change in the name and / or status of the Company during FY2026.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following are the changes in the Board of the Company during the year under review:

DIN/PAN	Name	Particulars of Change	Appointment/Cessation date
08868412	Shruti Singhania	Resigned from the position of Non-Executive Non-Independent Director	May 21, 2025
08868413	Gaurav Singhania	Resigned from the position of Whole-time Director & CFO	June 18, 2025
11155001	Sana Warsi	Appointed as Non-Executive Non-Independent Director	June 18, 2025
BCXPP3203Q	Vijendra Prasad	Appointed as CFO	November 14, 2025

Director liable to retire by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mrs. Sana Warsi (DIN: 11155001), Non-Executive Non Independent director, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered herself for reappointment. Necessary resolution for her re-appointment is included in the Notice of AGM for seeking approval of Members. The Directors recommend her re-appointment for your approval.

DECLARATIONS BY INDEPENDENT DIRECTORS

In accordance with the provisions of Section 149(7) of the Companies Act, 2013, each of the Independent Directors has confirmed to the Company that he or she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

In the opinion of the Board of Directors, all the Independent Directors of the Company fulfil the conditions specified in the Act and the Rules made thereunder and are independent of the management.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Regulation 17(10) of the Listing Regulations and in line with our corporate governance guidelines, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of Boards Committees was undertaken. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with a specific focus on the performance and effective functioning of the Board and its Committees. The evaluation process, inter alia, considers attendance of Directors at Board and committee meetings, acquaintance with business, communication inter se board members, the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of the criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members on the basis of the criteria such as the composition of Committees, effectiveness of committee meetings, etc.

The report on the performance evaluation of the Individual Directors was reviewed by the Board and feedback was given to the Directors.

BOARD MEETING

During the year under review, 12 (Twelve) board meetings were held in accordance with the provisions of Companies Act, 2013. The said meetings were held on: 02-04-25, 22-04-25, 29-05-2025, 18-06-25, 06-08-25, 21-08-25, 08-09-25, 20-09-25, 25-09-25, 14-11-25, 30-01-26, 31-03-26.

The intervening gap between two Board Meetings and General Meetings was within the period prescribed under the Companies Act, 2013, and as per Secretarial Standard-1 (Meetings of the Board of Directors) and Secretarial Standard-2 (General Meetings), issued by the Institute of Company Secretaries of India (ICSI).

The requisite quorum was present throughout the Board Meetings. The Directors actively participated in the deliberations and provided valuable guidance and strategic inputs on the matters placed before the Board, thereby facilitating informed decision-making and effective governance.

MEETING OF THE INDEPENDENT DIRECTORS

During FY2025-26, one meeting of Independent Directors was held without the presence of the Executive Directors or Management Personnel on March 31, 2026. At such meeting, the Independent Director have discussed, among other matters, the challenges faced by the Company, growth strategies, flow of information to the Board, strategy, leadership strengths, compliance, governance, HR related matters and performance of Executive Directors.

COMMITTEES OF THE BOARD

The Board of Directors has constituted various committees in accordance with the provisions of the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable statutory requirements. The composition of these Committees is reviewed by the Board from time to time to ensure compliance with the applicable legal and regulatory requirements.

A. AUDIT COMMITTEE

The Audit Committee was constituted duly by Board pursuant to section 178 of Companies Act, 2013. The following are the members of the Audit Committees of the Board as on 31st March 2026.

Name of Director	Category
Nikita Jain	Independent Director-Chairperson
Princy Anand	Independent Director
Sana Warsi	Non-Executive Non-Independent Director

Upon resignation, Mr. Gaurav Singhania ceased to be a member of the committee w.e.f. June 18, 2025, During the year under review, 5 meetings of Audit Committee were convened and held on April 02 2025, May 29, 2025, September 25 2025, November 14, 2025 and March 2, 2026.

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board. The terms of reference of the Audit Committee are in accordance with the provisions of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Audit Committee is not applicable to the Company.

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted duly by Board pursuant to section 178 of Companies Act, 2013. The following are the members of the Audit Committees of the Board as on 31st March 2026:

Name of Director	Category
Nikita Jain	Independent Director-Chairperson
Princy Anand	Independent Director
Sana Warsi	Non-Executive Non-Independent Director

Upon resignation, Mr. Gaurav Singhania ceased to be a member of the committee w.e.f. June 18, 2025 During the year under review, 2 meetings of Nomination and Remuneration Committee were convened and held on June 18, 2025 and November 14, 2025.

Further there has been no instance where the recommendations of the Nomination and Remuneration Committee have not been accepted by the Board. The terms of reference of the Nomination and Remuneration Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Nomination and Remuneration Committee is not applicable to the Company.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee was constituted duly by Board pursuant to section 178 of Companies Act, 2013. The following are the members of the Stakeholders Relationship Committee of the Board as on 31st March 2026:

Name of Director	Category
Princy Anand	Independent Director-Chairperson
Nikita Jain	Independent Director
Sana Warsi	Non-Executive Non-Independent Director

During the year under review, 2 meetings of Nomination and Remuneration Committee were convened and held on September 30, 2025 and March 31, 2026.

During the year under review, there has been no instance where the recommendations of the Stakeholders Relationship Committee have not been accepted by the Board. The terms of reference of the Stakeholders Relationship Committee are in accordance with the provision of the Companies Act, 2013 and in line with SEBI Listing Regulations although the listing regulation pertaining to Stakeholders Relationship Committee is not applicable to the Company.

VIGIL MECHANISM

To meet the requirements of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"), the Company has adopted a Vigil Mechanism, namely, the Whistle Blower Policy, for its Directors and employees to report genuine concerns. The Policy provides adequate safeguards against victimization of persons who use such mechanism. Under the Policy, employees are encouraged to report any fraudulent financial or other information, any conduct that may result in a violation of the Companys Code of Business Conduct, or any other genuine concerns to the management. Such reports may also be made anonymously, if the employees so desire.

Likewise, under the Policy, the Company has prohibited discrimination, retaliation or harassment of any kind against any employee who, based on a reasonable belief that such conduct or practice has occurred or is occurring, reports such information or participates in the investigation thereof.

The Whistle Blower Policy is available on the Companys website at www.thes.in.

No individual in the Company has been denied access to the Audit Committee or its Chairman during the financial year 2025-26.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY

The Nomination & Remuneration Committee has framed a policy for the selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel (KMP), Senior Management Personnel and their remuneration as part of its charter and other matters provided under Section 178(3) of the Companies Act, 2013.

Pursuant to Section 134(3) of the Companies Act, 2013, the Nomination & Remuneration Policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and Senior Management Personnel is available under investor relations section on the Companys website at www.thes.in.

Further, the Company also has a Board Diversity Policy to assure that the Board is fully diversified and comprises of an ideal combination of Executive and Non-Executive Directors, including Independent Directors, with diverse backgrounds.

RISK MANAGEMENT POLICY

Your Companys Risk Management Framework is designed to enable risks to be identified, assessed and mitigated appropriately. The Risk Management Framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility (CSR), as it does not meet the prescribed applicability criteria under the Act.

SUBSIDIARY, ASSOCIATE OR JOINT VENTURES OF OUR COMPANY

The Company does not have any associate or subsidiary Company. The Company does not have any Joint Venture as on March 31, 2026.

ALTERATION OF MEMORANDUM AND ARTICLES OF ASSOCIATION

During FY 2025-2026, the Company has not undertaken any alteration or amendment to the Memorandum and Articles of Association of the Company.

NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS

As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017. Our Company is also listed on EMERGE Platform of National Stock Exchange Of India Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the year under review, no significant and material orders have been passed by the Regulators, Courts, or Tribunals impacting the going concern status of the Company and its operation in the future.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions that were entered into during the Financial Year were on an arms length basis, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013.

The particulars of transaction into by the Company with related parties in Form AOC-2 is attached as Annexure - 1 and the same forms part of this report.

Further, all Related Party Transactions as covered under AS-18 entered into during the Financial Year are disclosed in the notes to accounts attached to the financial statements.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://thes.in/wp-content/uploads/2024/06/Policy-on-Materiality-of-Related-Party-Transactions.pdf.

CORPORATE GOVERNANCE

The Company is listed on the EMERGE platform of NSE. In terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI (LODR) Regulations"), the provisions of Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and Paragraphs C, D and E of Schedule V of the SEBI (LODR) Regulations are not applicable to the Company.

As the Companys Equity Shares are listed on the EMERGE platform of NSE, the provisions of the Companies Act, 2013 relating to Corporate Governance are complied. Further, the corporate governance provisions under the SEBI (LODR) Regulations are also complied by the Company as it is committed to maintain high standards of corporate governance and has voluntarily adopted appropriate governance practices.

The Company has, inter alia, constituted an Audit Committee and a Nomination and Remuneration Committee, and has appointed Independent Directors, on its Board in accordance with the applicable provisions of the Companies Act, 2013. The Board of Directors functions either directly or through its duly constituted committees to oversee specific areas of the Companys operations and governance, ensuring transparency, accountability and effective decision-making.

AUDITORS

AUDITORS & AUDITORS REPORT

Pursuant to the provisions of Section 139 of the Act and the Rules framed thereunder, M/S Baid Agarwal Singh and Co, Chartered Accountants, (Firm Registration No. 0328671E), were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive financial years from 2024-25 to 2028-29.

The Statutory Auditors M/S Baid Agarwal Singh and Co, Chartered Accountants, (Firm Registration No. 0328671E), have confirmed that they have not been disqualified to act as Statutory Auditors of the Company and that their continuation is within the maximum ceiling limit as prescribed under Section 141 of the Act / relevant statute.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules made thereunder, the Company had appointed CS Niaz Ahmed (Membership No. F9432 CP No.5965), Practicing Company Secretary, to carry out the Secretarial Audit of the Company commencing from financial year 2025-26 till financial year 2029-30. He is having more than 25 years of the experience in the corporate law compliances, legal due diligence and audit, litigations, indirect taxes. The Secretarial Audit Report submitted by him, for FY 2025-26 is annexed herewith marked as "Annexure 2" to this Report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark, and, therefore, does not call for any further comments.

INTERNAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee M/s. Shubham V Gupta & Associates, Chartered Accountants (FRN No. 030626C) was appointed as the Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2024-25 and 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and Internal Auditors.

SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India (ICSI).

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

Internal Audit is conducted by an Independent Professional Firm of Chartered Accountants. The Internal Audit Reports are reviewed and discussed with the senior management team. The representative of Statutory Auditors and the Internal Auditors are permanent invitees to the Audit Committee meetings. The measures as suggested by the Audit Committee are implemented as per the direction of the Audit Committee.

The controls comprise of:

a) Officials of the Company have defined authority and responsibilities within which they perform their duty;b) All the Banking transactions are under joint authority and no individual authorization is given;c) Maker-checker system is in place.d) Any deviations from the previously approved matter require fresh prior approval.

DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors and Internal Auditor have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2026 is available on the Companys website at www.thes.in.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized as per the provisions of Section 186 of the Companies Act, 2013 are disclosed in the note no 15 of the financial statements for the financial year 2025-26.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The details of conservation of energy and technology absorption are not applicable to the Company as the Company is engaged in the service sector providing advertising services. Further, the foreign exchange earnings and outgo for the financial year ended March 31, 2026 in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in the prescribed format are annexed hereto as "Annexure - 3" and forms part of this report.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP)/EMPLOYEES

Disclosures relating to remuneration and other details as required under section 197(12) of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as "Annexure 4" and forms part of this Boards report.

The particulars of Managerial remuneration as stated in section 197(12) of the Companies Act, 2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014, is annexed herewith as "Annexure 4" and forms part of this Boards report.

MAINTENANCE OF COST RECORDS AND COST AUDIT

The requirement of maintenance of cost records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, and audit of cost records were not applicable to the Company during the year under review.

DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made nor is any proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION

There was no one time settlement by the Company with the Banks or Financial Institutions during the year under review, thus, the details of difference between 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 are not applicable.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of Sub-section (3) of Section 134 of the Companies Act, 2013 shall state that

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit & loss of the company for that period.

c) 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) The directors have prepared the annual accounts on a going concern basis;

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading, in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time.

The Company Secretary is the Compliance Officer for monitoring adherence to the said Regulations. The Code is displayed on the Companys website at www.thes.in.

MATERNITY BENEFIT ACT, 1961

The Company continues to uphold its commitment to the well-being of its employees, with a special focus on creating an inclusive and supportive workplace. In accordance with the Maternity Benefit Act, 1961, the Company has ensured full compliance with all applicable provisions, including paid maternity leave, work-from-home flexibility, and creche facilities (wherever applicable).

DISCLOSURES AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESS) ACT, 2013

The Company has zero-tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The Company has set up Internal Complaint Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 along with its relevant Rules.

The Committee met once during the FY2025-26 ending on March 31, 2026.

There was no complaint pending at the beginning and at the end of FY2025-26. No complaints have been received by the Committee during the FY2025-26.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In term of requirements of Regulation 34(2)(e) of SEBI (LODR) Regulation 2015, a "Management Discussion and Analysis Report" are set out as a separate section in this Annual Report which forms an integral part of this report.

CREDIT RATING

The Company has not availed any Credit Rating.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven years. Further, according to the Rules, the shares on which dividend has not been paid and claimed by the shareholders for seven consecutive years are also to be transferred to the Demat account of the IEPF Authority.

During the year, there was no unclaimed and unpaid dividend and corresponding equity shares on which dividend was unclaimed/unpaid for seven consecutive years which was required to be transferred as per the requirement of the IEPF Rules.

Further, pursuant to the provisions of Section 124(6) of the Act read with the relevant Rules made thereunder, as there were no equity shares on which dividend has not been paid or claimed for seven (7) consecutive years or more, no shares are due for transfer to the IEPF as notified by the Ministry of Corporate Affairs.

HUMAN RESOURCES

Our employees are our core resource and the Company has continuously evolved policies to strengthen its employee value proposition. Your Company was able to attract and retain best talent in the market and the same can be felt in the past growth of the Company. The Company is constantly working on providing the best working environment to its Human Resources with this objective in place, we have drawn a comprehensive human resource strategy which addresses all key aspects of human resource development including:

(i) Adoption of fair business practices; (ii) Promoting workforce diversity, evolution of performance-based compensation packages to attract and retain the talent; (iii) Rewards & recognition and several best-in-class employee initiatives; and (iv) Delivery of training programs to improve technical, functional and managerial competence.

The belief "Great People create Great Organization" has been at the core of the Companys approach to its people.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:

Issue of equity shares with differential rights as to dividend, voting or otherwise. Issue of shares (including sweat equity shares) to employees of the Company under any scheme. 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.

GREEN INITIATIVES

In commitment to keeping in line with the Green Initiative and going beyond it to create new green initiations, an electronic copy of the Notice of the 13th Annual General Meeting of the Company along with a copy of the Annual Report is being sent to all Members whose email addresses are registered with the Company/ Depository Participant(s) and will is also available at the Companys website at www.thes.in.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere thanks to the Central Government and Governments of various states, Financial Institutions, Bankers and Customers for their co-operation and assistance extended.

Your Directors also wish to express their deep appreciation for the integrity and hard work of all the employees of the Company at all levels to cope-up the challenging scenario and strive for the growth of our Company.

The Board also takes this opportunity to express their deep gratitude for the continued co-operation and support received from the shareholders.

For and on behalf of the Board of Directors THINKING HATS ENTERTAINMENT SOLUTIONS LIMITED

Date: May 26, 2026 Place: Mumbai

Rajesh Bhardwaj (Managing Director) DIN: 02590002 Sana Warsi (Director) DIN: 11155001

2021 - Not Applicable during the Audit Period;

CIN: L92490MH2013PLC352652 KU220, Kuber Kartik, New Link Road, Prem Co-operative Society, Andheri West, Mumbai – 400053