Vision Cinemas Ltd Directors Report

During the Current Financial year there were revenue of 320.36Lakhs, but company incurred Net Profit of Rs. 0.51 Lakhs during the year as compared previous year Net Profit of (loss) of Rs. 1.78 Lakhs.

Your Company is one of the Oldest Exhibition and Movie Processing Laboratory Companies in southern India having a group presence (through other entities) of approximately 50 years. The Promoters have restructured the Board for two major reasons; to meet regulatory requirements and to mitigate the risk with respect to Business Management, Management Up gradation and to receive expert backing from veteran professionals in the Industry. It has also been making efforts to revamp the complete compliance structure of the Company to make it stakeholder friendly and ease of access to the Information.

The Company has also upgraded its websites to include online ticket bookings for its Cinema Screens and ease to Customers for a simple and easy cinema experience.

The Company has also started identifying areas where it can set up multiplexes and F&B store. The Company also plans to develop a unique brand name for its F&B stores to make it attractive and easy recognition amongst its customers.

Your Company has started working towards production of Advertisement motion Pictures. However it is in earlier stages, based on market Condition management plans to expand this segment.

Company has not declared dividend this year.

The Company has transferred profit to the general reserve.

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India as applicable on meetings of the Board of Directors and General meetings.

The Company has not bought back any of its securities during the year under review.

The Company has not issued any Sweat Equity Shares during the year under review.

No Bonus Shares were issued during the year under review.

The Company has not issued any Rights issue during the year under review.

The Company has not provided any Stock Option Scheme to the employees.

Company has not issued any shares with Differential Rights for the year under review.

Company has not issued equity shares on preferential basis.

The Company confirms that it has paid the Annual Listing Fees for the year 202425 to BSE Limited where the Companys Shares are listed.

The paidup Equity Share Capital as on March 31,2025 was Rs.7,89,20,455/ (As per Records in Ministry of Corporate Records) During the year under review, the Company has not issued any shares with differential voting rights nor granted stock option nor sweat equity nor issued any convertible instrument.

Further, the Company have already submitted relevant return of allotments to update records of MCA and display above capital, but due to certain technical glitches in website of MCA, the same displays only the erstwhile paid up capital of the Company. The Company is constantly making required efforts to update the same.

Also Further, Management of the Company has also, in their board meeting, resolved to make necessary changes to update the capital in the books of Account and also provide required explanation and reconciliation to the Auditors for reporting accordingly to match the same with records furnished by Depositories, which actually stands correct and is presented correctly.

As on March 31, 2025, your Board comprises of 4 Directors including 2 Independent Directors. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company Mrs. Anita Vasanth (DIN: 01763255 Director retires by rotation at forthcoming Annual General Meeting and being eligible offers herself for reappointment. The brief resume and other details as required under the Listing Regulations are provided in the Notice of the 32^nd Annual General Meeting of the Company.

Pursuant to the provisions of Section 149, 152 of the Companies Act, 2013 Mr. Muthuswamy Hariharan (DIN: 08497968) and Kunal Ashok (DIN: 08497957) Independent Director of the Company.

In terms of Section 203 of the said Act, the following were designated as Key Managerial Personnel of your company by the Board:

• Mr. Bindiganavale Ranganasanth Managing Director

• Mr. Anita Vasanth Chief Financial Officer

• Ms. Kanti Gajanana Hegde Company Secretary & Compliance Officer

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company, by way of circular resolution, approved the appointment of Mr. Babu Reddy Srinivas Reddy (DIN: 11276910) as NonExecutive Independent Director of the Company for a period of 5 years with effect from September 05, 2025 to September 04, 2030 subject to approval by the Members at the 32^nd Annual General Meeting scheduled to be held on September 29, 2025. Mr. Babu Reddy Srinivas Reddy (DIN: 11276910) has also been appointed as member/member cum chairperson of various committees of the Board with effect from September 05, 2025.

Mr. Kunal Ashok (DIN: 08497957), Independent Director of the Company, has resigned from the Board with effect from September 5, 2025. The Board places on record its sincere appreciation for the valuable contributions and guidance provided by Mr. Ashok during his tenure as an Independent Director.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149 of the Act, and the SEBI LODR.

In the opinion of the Board, the independent directors possess necessary expertise and experience and also they were independent towards any decision of the management.

During the year, the Board has carried out the annual evaluation of its own performance, the performance of the Directors individually as well as the evaluation of Committees of Board.

The Nomination and Remuneration Committee of Directors reviews the composition of the Board to ensure an appropriate mix of abilities, experience, and diversity to serve the interests of all shareholders of the Company.

The Process of appointing a director/Key Managerial Personal is that when there is a need or a vacancy arises, or is expected, the NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the board in addition to what the existing members hold.

The Board of Directors duly met six times during the financial year from 01^st April 2024 to 31^st March 2025 The dates on which the meetings were held are as follows:

The Committee consisting of three Directors namely Mr. Kunal Ashok, Independent Director, Mr. Bindiganavale Rangavasanth, Director and Mr. Hariharan Muthuswamy, Independent Director:

The Board of Directors of the Company has constituted a Stakeholders Relationship Committee as per Companies Act, 2013. Presently, the Stakeholders Relationship Committee comprising of Shri. Hariharan Muthuswamy, Chairman of the Committee, Shri. Kunal Ashok, Shri Bindiganavale Rangavasanth and Smt Anita Vasanth. During the fiscal 2025, 2 meeting were held on 24052024 and 06022025.

Members of the Committee, inter alia, approve issue of duplicate certificates and oversee and reviews all matters connected with the securities transfers. The Committee also looks into redressal of shareholders complaints like transfer of shares, nonreceipts of balance sheet, nonreceipt of declared dividends etc. The Committee overseas the performance of the Registrar and Transfer Agents and recommends measures for overall improvement in the quality of investor services.

The Company has designated the below cited email ID of the Grievance Redressal exclusively for

the purpose of registering complaints by investors.

Email ID cs@visioncinemas.in

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31^st March 2025, the applicable accounting standards have been followed and there is no material departures.

b) they 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 of the company for the same period;

c) 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 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

d) they have prepared the annual accounts on a going concern basis.

e) They have laid down internal financial controls that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

The Company has appointed M/s Integrated Registry Management Services Private Limited as its Registrar and Share Transfer Agent (RTA).Any queries relating to transfer or transmission of shares of the Company may be brought to the knowledge of RTA by the Shareholders.

Mr. Manoj Acharya (Membership Number: 045714), M/s Manoj Acharya & Associates., Chartered Accountant (FRN: 114984W) shall be appointed as the Statutory Auditors of the Company in the ensuing AGM for a term of 5 years from conclusion of 31^st Annual General meeting till conclusion of 36^th Annual General Meeting.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records for the financial year ended March 31, 2025

M/s. Sharvari Kulkarni and Associates, Bengaluru was appointed as Secretarial Auditor for carrying out the secretarial audit for the financial year 202425. As required under Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice is enclosed as a part of this report AnnexureA.

The Secretarial Auditors in their report have qualified the following points:

2. Disclaimer of opinion: As per the Companies (Appointment and Qualification of Directors) fifth Amendment Rules, 2019, Every Independent director whose name is Included in the databank shall pass an online proficiency self assessment test conducted by the Indian Institute of Corporate affairs (IICA) within a period of one year from the date of inclusion of his name in the databank. It was observed that none of the Directors hold a valid registration with data bank as on the date of this report, and thus we are unable to report their eligibility as Independent Directors.

Reply by Board of Directors: Independent Directors yet pass the online proficiency self assessment test conducted by the Indian Institute of Corporate affairs (IICA). Company is in the process of the same.

• Regulation 46: Website of the Company though being functional does not have certain contents and disclosures as required under Regulation 46 of SEBI (LODR), 2015 and also not fully updated as on date of this report.

Your directors wish to clarify as under:

Company is in process of updating the website because of this some data is removed and missing. Once website is updated all the data will be available in short period.

Pursuant to the provisions of Section 138 of the Act and the Rules thereunder, your Board had appointed Mr. Vinodh Kumar H Has Internal Auditors of the Company for the FY 202425.

The Statutory Auditors and the Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

As on March 31, 2025, the Company had One (1) subsidiary company. There has been no material change in the nature of business of the subsidiary. The Company did not have any Associate Companies or Joint Ventures at the end of this Financial Year. A statement in Form AOC1 pursuant to the first proviso to Section 129 of the

Act read with rule 5 of the Companies (Accounts) Rules, 2014 containing salient features of the financial statement of subsidiaries/associate companies/ joint ventures forms part of this Report.

The Company neither accepted nor invited deposit from the public falling within the ambit of Section73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules, 2014.

The particulars of loans given, guarantees provided, and investments made by the Company during the financial year under review, as required under Section 186 of the Companies Act, 2013, are provided in the notes to the financial statements forming part of this Annual Report.

1. Specific areas in which R&D carried out by the Company:

The Company has an ongoing programme on latex technology development and its related application to various products. Accordingly, the Company has in the past launched new products such as Memory mattress, Memorise and Ortho Bond mattress, contour pillow, haemorrhoid

cushions, neck care and coccyx cushions.

2. Technology Absorption, Adaptation, and Innovation:

The latest technology is being adopted in the factory for improving productivity and product quality and reducing consumption of raw materials and fuel. In this connection, prevulcanized latex is being adopted.

3. Foreign Exchange Earning and Outgo:

Statutory particulars cost with regards to foreign exchange and outgo appear in the notes pertaining to the accounts.

4. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) act, 2013:

The Company has in place a GenderNeutral Policy on Zero Tolerance towards Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

During the year under review, the Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force.

No material changes and commitments affecting the financial position of the company occurred from the end of the financial year 202425 till the date of this report. Further there was no change in the nature of the business of the company.

In accordance with Section 92(3) read with 134 (3) of the Companies Act, 2013, the Annual Return as of March 31, 2024 shall be made available on the website of the Company at https://www.visioncinemas.in/investorrelations.

The details of ratio of the remuneration of each wholetime Director and Key Managerial Personnel (KMP) to the median of employees remuneration as per the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is as in Annexure D to this Report.

https://www.visioncinemas.in/investorrelations.

The Company has received an order from the Regional Director (South east Region) (RD (SER)) Hyderabad, based on the Joint compounding application filed by the company and its directors for noncompliance of section 134 of the Companies Act, 2013. As per the order of RD (SER), the company and its directors have paid the penalty payment as instructed in the said order.

The Internal Financial Control with reference to financial statements were operating effectively.

Directors take this opportunity to express their thanks to various departments of the Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for their continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.

MANAGING DIRECTOR (DIN:01763289)

Place: Bangalore Date: 28052025

DIRECTOR (DIN:08497968)