Zinema Media & Entertainment Ltd Management Discussions

The Company has forayed into the media industry attracted by its lucrative Margins and Ease of Operations.

1. INDUSTRY OVERVIEW:

During the year 2024-2025, indications show that change in the media and entertainment business is likely to continue. Studios and video streamers face the reality of their own market disruption, trying to find profits in a less profitable business. They not only compete with each other for attention, time, and revenues, but with social media, user-generated content, and video games. The latter have evolved more quickly, staying close to younger demographics.

While streaming video on demand (SVOD) services spend billions on content to tempt fickle subscribers, social media services have more free video content than they can manage. Top social media services are leaning into user-generated video content (UGC), emphasizing users interests more than their connections and looking more like a new kind of personalized TV. While the creator economy has supported social media and brought independent creators closer to their audiences, creator incomes are still lean and unreliable. Leading UGC services seem unsure how best to support their content creators and brand ambassadors while keeping their own costs down. At the same time, more socializing may be shifting into messaging services that lean into utility more than entertainment.

This years outlook doesnt have its own chapter on video games. Instead, gaming is represented throughout. In 2024, the story of gaming is that it is impacting every part of the media and entertainment industry. All entertainment strategies should consider video games, from simple mobile games to massively multiplayer services and rich hyper-realistic narrative game worlds. Gaming may also highlight the tight communities and fandoms that can help sustain and amplify entertainment franchises. In 2025, it may become clear that video, social, messaging, and interactive are all part of the same ecosystem of engagement.

2. SWOT ANALYSIS & OUTLOOK:

a. Strengths

When media industries tout their strengths, they often mean their customers rather than the journalism awards sitting on the trophy shelf. They might note their total volume of customers, or their market dominance in demographics that your business covets. Consider larger trends as well as specific. If youre looking to invest or advertise, broadcast television rules if you want the broadest audience, but doesnt have the influence it once did, for example. Brand names can also be a strength. Both customers and advertisers may want to be associated with media outlets considered elite news and entertainment sources.

b. Weaknesses

Every media outlet engages in a fierce competition for a larger share of audience. At any given time, ratings or circulation figures are a weakness for some industry sectors. Cost structure is a weakness in some traditional media industries, where a change in audience media preferences has left a solid brand, but a bloated workforce and narrowing customer base. New media can have a similar problem, with founders and investors pouring cash into their vision of the future that results in an unsustainable amount of red ink.

c. Opportunities

Traditional media industries are looking to monetize their offerings on the Internet, or turn their free social media outlets into effective sales pitches for their pay offerings. Theres also the time-honored opportunities presented by the expansion of markets. Combine them both, and media outlets may find it profitable to specialize in niche content thats more popular outside of their traditional geographic footprint, and sell targeted Web advertisements to bring in the necessary revenue. The shifting consumer preferences, while often viewed as a negative, also provides opportunities for media organizations to benefit. People using the Internet to get their news may lower the market for the physical newspaper, but create new opportunities to market its content, for example.

d. Threats

Disruptive technologies are a threat to media industries that havent been proactive in using them for their benefit. User-generated content, whether its a popular series of YouTube videos or the hottest social media site that everyones obsessing over, also takes eyeballs away from established media industries. Fragmentation is a further threat for those who depend on a high volume of customers, as broadcast TV networks, radio and newspapers in particular have found out. If youre a business looking to get the most comprehensive coverage possible in your advertising, doing it through the leading local radio station has less appeal if the ratings are far from what they once were.

3. RISK MANAGEMENT:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website .zinema.co.in

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

4. INTERNAL CONTROL SYSTEMS & ADEQUACY:

The Company has implemented a comprehensive system of internal controls and risk management systems for achieving operational efficiency, optimal utilization of resources, credible financial reporting and compliance with local laws. These controls are regularly reviewed by both internal and external agencies for its efficiency and effectiveness. Management information and reporting system for key operational activities form part of overall control mechanism.

The Company has retained the services of independent firms of Professionals to function as internal auditors and provide reports and effectiveness of internal control measures are reviewed by top management and audit committee of the Board.

The Company believes that it has internal controls and risk management systems to assesses and monitor risks. The company has its management team which monitors and manages risks by monitoring trends that may have an effect on the economic environment and actively assesses on a routine basis the market value of the Companys loan book. The Company seeks to monitor and control its risk exposure through a variety of separate be but complementary financial and operational reporting systems. The Company believes it has effective procedures for evaluating and managing the market, operationally and other risks to which it is exposed.

5. HUMAN RESOURCE:

The Company firmly believes that human resources is an important instrument to provide proper communication of the Companys growth story to its stake holders and plays vital role in the overall prospects ofthe Company. So, the Company takes possible steps for the welfare of its manpower. The employee relationship was cordial throughout the year. We as on 31^st March, 2025 have 4 employees on our rolls.

6. DISCLOSURES ON NON-MANDATORY REQUIREMENTS

Adoption of non-mandatory requirements of Listing Regulations is being reviewed by the Board from time-to-time. a. Compliance with Secretarial Standards

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has complied with each one of them.

b. Distribution of Shareholding as on 31^st March 2025

No. of Equity Shares	No. of Share Holders	% of Share Holders	Total No. of Shares Held	% of Share Holding
1 - 100	0	0	0	0
101 - 200	0	0	0	0
201 - 500	0	0	0	0
501 - 1000	0	0	0	0
1001 - 5000	27	19.57	108000	1.52
5001 - 10000	57	41.3	456000	6.41
10001 - 100000	41	29.71	1665000	23.4
100001 and above	13	9.42	4885500	68.67
Total….	138	100	7114500	100

Shareholding Pattern as on 31^st March 2025

Categories	No. of Shares	% Shareholding
Resident Individuals	2672000	74.26
Corporate Promoter Under Same	598130	0.74
Bodies Corporate	2494670	6.62
Clearing Members	16000	0.74
Promoter	826700	0.74
Promoter Relatives	60000	0.74
N.R.I	16000	0.74
Hindu Undivided Family	431000	15.44
Total	7114500	100.00

c. Dematerialization of Equity Shares & Liquidity

The Company has entered into agreements National with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders have an option to dematerialize their shares with either of the Depositors.

7. CAUTIONARY STATEMENT:

The report may contain statements that the Company believes are or may be considered to be "forward looking statement" that describes our objectives, plan or goals. All these forward-looking statements are subject to certainrisks and uncertainties including but not limited to Government action, economic development, risks inherent in the Companys growth strategy and other factors that could cause the actual results to differ materially from those contemplated by the relevant forward-looking statements.

	For Zinema Media and Entertainment Limited
Date: 16/07/2025	Baskaran Sathya Prakash	Sadasivam Anbazhagan
Place: Chennai	Managing Director	Director
	(Din: 01786634)	(Din: 08965772)