Thinkink Picturez Ltd Directors Report

TO THE MEMBERS THINKINK PICTUREZ LIMITED

Your directors have pleasure in presenting the Seventeenth (17th) Annual Report of M/s Thinkink Picturez Limited (hereinafter referred to as "the Company"), along with the Audited Accounts of your Company for the Financial Year ended March 31, 2025. The Financial performance of your Company during the Financial Year ended March 31, 2025; as compared to the previous financial year are summarised below:

(Rs. in Lakhs)

Particulars	31st March 2025	31st March 2024
Total Income	1028.75	1051.68
Total Expenditure	1035.80	704.44
Profit Before Taxation	(7.05)	347.25
Tax Expense	2.41	96.15
Profit for the period	(9.46)	251.09
Brought forward from previous year	1335.34	1084.25
Surplus carried to Balance Sheet	1325.89	1335.34

COMPANY PERFORMANCE

Your Company has prepared the Financial Statements for the financial year ended March 31, 2025 under Sections 129, 133 and Schedule II to the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

The Companys total income during the year stood at Rs. 1028.75 Lakhs, as compared to Rs. 1051.68 Lakhs in the previous year. The Company incurred a net loss of Rs. 9.46 Lakhs during the financial year, as compared to a net profit of Rs. 251.09 Lakhs in the previous year.

DIVIDEND

In order to conserve cash and ensure liquidity for the operations for the F.Y. 2024-25, the Directors are not recommending any dividend for the financial year 2024-25.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND AMOUNTS PROPOSED TO CARRY TO THE RESERVES

During the year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund.

TRANSFER TO RESERVE

The Company has not transferred any amount out of the profit earned to reserve account during the year under review. The entire profit earned during the year under review is being carried forward under Profit & Loss Account.

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

During the financial year 2024-25, there were no material changes and commitments affecting the financial position of the Company.

Apart from the information provided or disclosures made elsewhere in the Directors Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, which occurred during the financial year 2024-25, to which these financial statements relate and till the date of this Report.

SHARE CAPITAL

• During the year under review, the Board of Directors in their meeting held on May 27, 2024 and subsequently, Shareholders of the Company had approved, by way of Postal Ballot, the subdivision/ split of the existing equity shares of the Company, such that 1 (One) Equity Share having face value of Rs. 5/- (Rupees Five only) each fully paid up, be sub-divided/split into 5 (Five) Equity Shares having face value of Re. 1/- (Rupee One only) each fully paid-up.

• During the year under review, the Board of Directors at their meeting held on November 27, 2024 has made a rights issue of equity shares of 32,59,08,000 rights equity shares of the face value of Re. 1/- each at a price of Rs. 1.50/- per rights equity share. Consequently, the paid-up equity share capital of the Company stands increased to Rs. 47,40,48,000/- (Rupees Forty-Seven Crores Forty Lakhs Forty-Eight Thousand) divided into 47,40,48,000 (Forty-Seven Crores Forty Lakhs Forty-Eight Thousand) equity shares of face value of Re. 1/- (Rupee One) each.

• During the year under review, the shareholders of the Company in the Extraordinary General Meeting held on January 11, 2025 inter-alia accorded approval for (i) increase in the Authorized share capital of the Company from Rs. 50,00,00,000/- (Rupees Fifty Crores) to Rs. 1,50,00,00,000 (Rupees One Fifty Crores) and (ii) Issue of bonus shares in the ratio 2:1 i.e. two bonus equity shares of Re. 1/- each for every existing one equity share of Re. 1/- held as on the Record date i.e. February 05, 2025. Pursuant to approval of the shareholders and other requisite approvals, a total of 94,80,96,000 bonus equity shares of Re. 1/- each were issued to the shareholders holding shares as on the record date.

After the above Corporate Actions, the Authorised Share Capital stood at Rs. 1,50,00,00,000 (Rupees One Fifty Crores) divided into 1,50,00,00,000 Equity Shares of Re. 1/ each as on 31st March, 2025; and the Paid-up Share Capital of the Company stood at Rs. 1,42,21,44,000/- crores divided into 1,42,21,44,000 equity shares of Re. 1/- each.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS

There was no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in future.

RISK MANAGEMENT AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Companys Internal Control Systems are commensurate with the nature, size and complexity of its business and ensure proper safeguarding of assets, maintaining proper accounting record and providing reliable financial information. Your Companys Internal Control ensures that all assets of the Company are safeguarded and protected, proper prevention and detection of frauds and errors and all transactions are authorized, recorded and reported appropriately.

Your Company has an adequate system of internal financial controls commensurate with its size and scale of operations, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

Such practice provides reasonable assurance that transactions are recorded as necessary to permit preparation of Financial Statements in accordance with the applicable legislations. Your Company also monitors through its Internal Audit Team the requirements of processes in order to prevent or timely detect unauthorized acquisition, use or disposition of the Companys Assets which could have a material effect on the Financial Statements of the Company. The Internal Audit function is responsible to assist the Audit Committee on an independent basis with a complete review of the risk assessments and associated management action plans.

During the year under review, the Internal Financial Control Audit was carried out by the Statutory Auditors, the Report of which is forming part of this Annual Report.

DEPOSITS

During the year under review, the Company has not accepted any deposit within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

STATUTORY AUDITORS

M/s Parin Patwari & Co., Chartered Accountants (FRN: 154571W) where appointed as the Statutory Auditors of the Company in the 16th Annual General Meeting of the Company held on September 30, 2024 for a term of 5 (Five) years i.e. till the conclusion of the 21st Annual General Meeting. However, they tendered their resignation and expressed their inability to act as the Statutory Auditors of the Company with effect from August 01, 2025.

To fill up this casual vacancy, the Board at its meeting held on August 01, 2025 approved the appointment of M/s Chandabhoy & Jassoobhoy (FRN: 101648W), Chartered Accountants, Ahmedabad as the Statutory Auditors of the Company. M/s Chandabhoy & Jassoobhoy (FRN: 101648W), Chartered Accountants, Ahmedabad, Firm Registration No. 154571W have conveyed their consent to be appointed as the Statutory Auditors of the Company along with a confirmation that their appointment, if made by the members, would be within the limits prescribed under the Companies Act, 2013. Accordingly, the Audit Committee, the Board of Directors of the Company have recommended that M/s Chandabhoy & Jassoobhoy (FRN: 101648W), Chartered Accountants, Ahmedabad may be appointed as the Statutory Auditor of the Company in place of retiring auditors M/s Parin Patwari & Co., Chartered Accountants (FRN: 154571W), from the conclusion of this Annual General Meeting till the conclusion of the 22nd Annual General Meeting hereafter.

Accordingly, Ordinary Resolution is submitted to the meeting for the consideration and approval of members. None of the Directors, Key Managerial Persons or their relatives, in any way, concerned or interested in the said resolution.

SECRETARIAL AUDIT

In terms of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company had appointed Ms. Kavita Raju Joshi, Practicing Company Secretary (Certificate of Practice No. 8893), as the Secretarial Auditor for the financial year 2025-2026.

The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed herewith as [Annexure-A] to this report.

DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES

The Company does not have any subsidiary/joint ventures/associate companies.

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

a) Particulars of Conservation of Energy, Technology Absorption

The Provisions of Section 134(m) of the Act relating to conservation of energy and technology absorption do not apply to this Company as the Company has not carried out any manufacturing activities.

b) Foreign Exchange Earnings and Outgo

During the year under review there was no Foreign Exchange earnings & outgo.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Company has a duly constituted Board of Directors which is in compliance with the requirements of the Companies Act, 2013, schedules thereto and rules framed there under and also in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and provisions of the Articles of Association of the Company.

a) Declaration by Independent Directors

All the Independent Directors have given a declaration that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 read with the rules made there under and as per Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfil the conditions of Independence as specified in the Act and the rules made there under.

b) Changes in Directorship/Key Managerial Personnel during the year

During the year under review, following changes took place in the directorship of the Company:

• Ms. Trushna Jayantbhai Solanki (DIN: 10057896) was appointed as Independent Director of the Company with effect from April 02, 2024.

• Mr. Shravankumar Khetaram Oad (DIN: 10641869) was appointed as Independent Director of the Company with effect from May 30, 2024.

• Mr. Bhaumik Jitendra Sampat (DIN: 08687459) resigned from the directorship of the Company with effect from August 01, 2024.

• Mr. Amit Jagan resigned from the post of Whole Time Secretary of the Company with effect from February 10, 2025.

• Ms. Jhanvi Harsh Mehta was appointed as Whole Time Secretary of the Company with effect from February 10, 2025.

• Mr. Sunny Jagapatrai (DIN: 10742820) was appointed as Additional (Independent) Director of the Company with effect from February 10, 2025.

• Mr. Shravankumar Khetaram Oad (DIN: 10641869) resigned from the directorship of the Company with effect from February 10, 2025.

• Ms. Trushna Jayantbhai Solanki (DIN: 10057896) resigned from the directorship of the Company with effect from March 29, 2025.

• Ms. Jaimini H Mehta (DIN: 11121905) was appointed as Additional (Independent) Director of the Company with effect from May 29, 2025.

• Mr. Chetan Jayantilal Chauhan was appointed as the Chief Executive Officer (CEO) of the Company with effect from May 12, 2025.

ANNUAL EVALUATION OF BOARDS PERFORMANCE

Your Company understands the requirements of an effective Board Evaluation process and accordingly conducts a Performance Evaluation every year in respect of the following:

i. Board of Directors as a whole;

ii. Committees of the Board of Directors;

iii. Individual Directors including the Chairman of the Board of the Directors.

In compliance with the requirements of the provisions of Section 178 of the Companies Act, 2013, the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI in January 2017, your Company has carried out a Performance Evaluation for the Board / Committees of the Board / Individual Directors including the Chairman of the Board of Directors for the financial year ended March 31, 2025. The key objectives of conducting the Board Evaluation were to ensure that the Board and various Committees of the Board have appropriate composition of Directors and they have been functioning collectively to achieve common business goals of your Company. Similarly, the key objective of conducting performance evaluation of the Directors through individual assessment and peer assessment was to ascertain if the Directors actively participate in Board Meetings and contribute to achieve the common business goal of the Company.

The Directors carry out the aforesaid Performance Evaluation in a confidential manner and provided their feedback. Duly completed feedbacks were sent to the Chairman of the Board and the Chairman / Chairperson of the respective Committees of the Board for their consideration. The Performance Evaluation feedback of the Chairman was sent to the Chairperson of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee forwarded their recommendation based on such Performance Evaluation to the Board of Directors. All the criteria of Evaluation as envisaged in the SEBI Circular on Guidance Note on Board Evaluation had been adhered to by your Company.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In order to encourage active participation from the Independent Directors and also to enable them to understand the business environment of the Company, a Familiarization Programme for the Independent Directors has been adopted and implemented.

Once appointed, the Independent Directors undergo Familiarization Programme of the Company to familiarize them about their roles, rights and responsibilities in the Company, nature of the industry in which the Company operates. Necessary information and supportive documents in respect of the Company, the regulatory environment under which the Company operates and Annual Reports of past financial years are provided to the Independent Directors. The Independent Directors visit the Office of the Company and hold one-on-one discussions with key Functional Heads of the Company to understand various functions which are critical to the business performance of the Company. The Independent Directors are also provided with financial results, internal audit findings, and other specific documents as sought for from time to time. The Independent Directors are also made aware of all Policies and Code of Conduct and Business Ethics adopted by the Board.

The details of the familiarization programme are available on the website of the Company www.thinkinkpicturez.com

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

A total of Sixteen (16) Meetings of the Board of Directors of your Company were held during the year under review. The maximum interval between two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013, and in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of all Board/Committee Meetings are given in the Corporate Governance Report.

COMMITTEES OF THE BOARD

The Company has constituted/re-constituted various Board level committees in accordance with the requirements of Companies Act, 2013. Details of all the Committees along with composition and meetings held during the year under review are provided in the Corporate Governance Report.

AUDIT COMMITTEE

The composition and terms of reference of the Audit Committee has been furnished in the Corporate Governance Report. There have been no instances where the Board has not accepted the recommendations of the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE

The composition and terms of reference of the Nomination and Remuneration Committee has been furnished in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition and terms of reference of the Stakeholders Relationship Committee has been furnished in the Corporate Governance Report.

DIRECTORS APPOINTMENT & REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The details of this policy are explained and annexed as [Annexure- B] and forms an integral part of this Report.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

Your Company has formulated a codified Whistle Blower Policy incorporating the provisions relating to Vigil Mechanism in terms of Section 177 of the Companies Act, 2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, in order to encourage Directors and Employees of your Company to escalate to the level of the Audit Committee any issue of concerns impacting and compromising with the interest of your Company and its stakeholders in any way. Your Company is committed to adhere to highest possible standards of ethical, moral and legal business conduct and to open communication and to provide necessary safeguards for protection of employees from reprisals or victimisation, for whistle blowing in good faith. The said Policy is available on your Companys website www.thinkinkpicturez.com.

PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. Your Company in its endeavour to provide a safe and healthy work environment for all its employees has developed a policy to ensure zero tolerance towards verbal, physical, psychological conduct of a sexual nature by any employee or stakeholder that directly or indirectly harasses, disrupts or interferes with another employees work performance or creates an intimidating, offensive or hostile environment such that each employee can realize his / her maximum potential.

Your Company has put in place a Policy on Prevention of Sexual Harassment as per The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is meant to sensitize the employees about their fundamental right to have safe and healthy environment at workplace. As per the Policy, any employee may report his / her complaint to the Audit Committee and to the Board of Directors of the Company. The said Policy is available on your Companys website www.thinkinkpicturez.com

Your Company affirms that during the year under review adequate access was provided to complainant, if any, who wished to register a complaint under the policy.

During the year, your Company has not received any complaint on sexual harassment.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any Guarantees or Investments or provided security in terms of Section 186 of the Companies Act, 2013 during the year under review, however the company has given loan to the parties & has complied with the provision of section 186 of the Companies Act, 2013. Details of such Loans forms part of the notes to the Financial Statements provided in this Annual Report.

RELATED PARTY TRANSACTIONS

During the financial year ended March 31, 2025; all transactions with the Related Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in the ordinary course of business and at arms length basis. Your Company does not have a Material Subsidiary as defined under Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Board shall formulate a Policy to determine Material Subsidiary as and when considered appropriate in the future.

Your Company has formulated a Policy on Related Party Transactions and the said Policy has been uploaded on the website of the Company at www.thinkinkpicturez.com.

During the year under review, your Company did not enter into any Related Party Transactions which require prior approval of the Members. All Related Party Transactions of your Company had prior approval of the Audit Committee and the Board of Directors, as required under the Listing Regulations. Subsequently, the Audit Committee and the Board have reviewed the Related Party Transactions on a quarterly basis. During the year under review, there has been no materially significant Related Party Transactions having potential conflict with the interest of the Company.

Since all Related Party Transactions entered into by your Company were in the ordinary course of business and also on an arms length basis, therefore details required to be provided in the prescribed Form AOC - 2 is not applicable to the Company. Necessary disclosures have been made in the Notes to the Financial Statements for the year ended March 31, 2025.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

A statement containing the details of the Remuneration of Directors, Key Managerial Personnel (KMP) and Employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as [Annexure-C] forming part of this Report.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 is not applicable on company. Hence during the F.Y 2024-25 under review the company has not contributed any amount on CSR activities.

COMPLIANCE WITH SECRETARIAL STANDARD ISSUED BY ICSI

The Board of Directors affirm that your Company has complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General

Meetings (SS-2), respectively issued by Institute of Company Secretaries of India (ICSI) during the year under review.

MAINTENANCE OF COST RECORDS

The provisions of section 148 (1) of the Companies Act, 2013 for maintenance of cost records is not applicable to the Company.

CORPORATE GOVERNANCE REPORT

Your Company has always practised sound corporate governance and takes necessary actions at appropriate times for enhancing and meeting stakeholders expectations while continuing to comply with the mandatory provisions of Corporate Governance.

As per Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate section on corporate governance practices followed by the Company, together with a certificate confirming compliance is given as [Annexure-D] and forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section as [Annexure-E] and forms an integral part of this Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), the Directors of your Company confirm that:

i. in the preparation of the Annual Accounts for the financial year ended March 31, 2025, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force), have been followed and there are no material departures from the same;

ii. 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 as at March 31, 2025 and of the profit & loss of the Company for the Financial Year March 31, 2025;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) for the time being in force) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis;

v. proper internal financial controls laid down by the Directors were followed by your Company and that such internal financial controls are adequate and operating effectively; and

vi. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in this Directors Report and Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include changes in Government regulations, Tax regimes, economic developments in India and other ancillary factor.

APPRECIATION

Your directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

	For and on behalf of Board of Directors
	Sd/-	Sd/-
	Vijay G Pujara	Abhay Kumar Thakur
Place: Mumbai	Chairman & Managing Director	Managing Director
Date: 06/09/2025	DIN:08203972	DIN: 10585460