Zinema Media & Entertainment Ltd Directors Report

To

The Members,

Zinema Media and Entertainment Limited

Your directors have pleasure in presenting the 42 nd (Forty-second) Annual Report on the business and operations of Zinema Media and Entertainment Limited (the Company) together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

FINANCIAL RESULTS

The Company s financial performance (Standalone and Consolidated) for the financial year 2025-26 is summarized below:

(Rs. In Lakhs)

Particulars	Standalone		Consolidated
	Year ended March 31, 2026	Year ended March 31, 2025	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from Operations	468.08	33.25	468.08	33.25
Other Income	47.16	25.91	47.16	25.91
Total Income	515.24	59.16	515.24	59.16
Total Expenses	464.06	30.04	464.06	30.04
Profit/ (Loss) before tax	51.18	29.12	51.17	29.12
Tax Expenses	13.44	-	13.44	-
Profit (Loss) after Tax	37.74	29.12	37.73	29.12
Other Comprehensive Income	-	-	-	-
Total Comprehensive Income for the period	37.74	29.12	37.73	29.12

The Financial Statements as stated above are also available on the Company s website at www.zinema.co.in.

STATE OF AFFAIRS

During FY2025-26, Your Company on standalone basis has achieved Revenue from Operations of Rs. 468.08 Lakhs as against Rs. 33.25 Lakhs in FY2024-25. The Profit after Tax during the year stood at Rs. 37.74 Lakhs as against Rs. 29.12 Lakhs in FY2024-25.

During FY2025-26, Your Company on consolidated basis has achieved Revenue from Operations of Rs. 468.08 Lakhs as against Rs. 33.25 Lakhs in FY2024-25. The Profit after Tax during the year stood at Rs. 37.73 Lakhs as against Rs. 29.12 Lakhs in FY2024-25.

DIVIDEND

In order to conserve the resources for future growth of the Company, the Board of Directors have not declared any dividend for the year under review.

RESERVES

During the year under review, no amount was transferred to any reserve by the Company.

SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2026 is Rs. 8,00,00,000/- (Rupees Eight Crores Only) divided into 80,00,000 (Eighty Lakhs) Equity Shares of Rs. 10.00 (Rupees Ten Only) each.

The Issued, Subscribed and Paid-up Equity Share Capital of the Company as on March 31, 2026 is Rs. 7,11,45,000/- comprising 71,14,500 Equity Shares of Rs. 10.00 each fully paid-up.

During the year under review, the Company has neither issued shares with differential voting rights nor sweat equity shares. Hence disclosures in that respect as per Companies (Share Capital and Debentures) Rules, 2014 is not applicable.

LISTING WITH THE STOCK EXCHANGE

Your Company s equity shares are currently listed on SME Board of BSE Limited.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Regulation 34(2)(e) read with Schedule-V of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 (hereinafter referred to as Listing Regulations ) is forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Your Company is listed on the Small and Medium Enterprise Platform ( SME ) of BSE Limited and hence is exempted from the provisions of Corporate Governance as per Regulation 15(2) of Listing Regulations. Hence Corporate Governance Report is Not Applicable to your Company during the year under review.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on March 31, 2026, pursuant to section 2(87) of the Companies Act 2013 ( the Act ), your Company has one (1) subsidiary Company namely, M/s. CKM Homecare Solutions Private Limited and has no associate company, joint venture within the meaning of section 2(6) of the Act.

Further no company became or ceased to be subsidiary, associate company or joint venture during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Act and Listing Regulations, the Consolidated Audited Financial Statement forms part of this Annual Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement providing details of performance, contribution to the overall performance of the Company and salient features of the financial statements of the Subsidiary Companies in Form AOC-1 is provided as an Annexure I to this Report.

The Audited Financial Statements including the consolidated financial statement of the Company and the financial statement of the subsidiary have been uploaded on the website of the Company as per Section 136 of the Act and Regulation 46 of the Listing Regulations at www.zinema.co.in.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company, subsequent to the close of FY 2025-26 till the date of this Report.

BOARD OF DIRECTORS, COMMITTES, THEIR MEETINGS, EVALUATION ETC.

Composition of the Board of Directors

The composition of the Board of Directors is in compliance with Section 149 and other applicable provisions of the Act. As on March 31, 2026, the Company s Board consisted of five

(5) members, details of which are as below:

Sr. No. Name of Director	DIN	Category
1. Mr. Baskaran Sathyaprakash	01786634	Managing Director
2. Mr. Dineshraj	07113950	Joint Managing Director
3. Mr. Sadasivam Anbazhagan	08965772	Non-Executive Independent Director
4. Ms. Uma Maheswari	08597408	Non-Executive Independent Director
5. Ms. Shivani Marda	10801046	Non-Executive Independent Director

During the year, the Company s Board underwent the following changes:

1. Mr. Kannabiran Navakumar resigned from his position as a Non-Executive Independent Director with effect from April 25, 2025 due to personal and unavoidable reasons;

2. Ms. Shivani Marda (DIN: 10801046) was appointed as an Additional Director in the Category Non-Executive Independent Director with effect from April 25, 2025 for a term of five consecutive years;

3. Ms. Uma Maheswari (DIN: 08597408) was appointed as an Additional Director in the Category Non-Executive Independent Director with effect from April 25, 2025;

4. Mr. Dinesh Raj (DIN: 07113950) was designated as Joint Managing Director with effect from April 25, 2025;

5. Mr. Sadasivam Anbazhagan (DIN: 08965772) designation was changed from Non -Executive Non - Independent Director to Non -Executive Independent Director with effect from July 5, 2025.

Further, the shareholders of the Company have approved following changes during the year under review-

1. Regularization of Ms. Shivani Marda and Ms. Uma Maheswari at the Extra-Ordinary General Meeting held on May 28, 2025;

2. Change in designation of Mr. Dinesh Raj from Executive to Joint Managing Director at the Extra-Ordinary General Meeting held on May 28, 2025;

3. Change in designation of Mr. Sadasivam Anbazhagan at the Annual General Meeting ( AGM ) held on August 23, 2026.

Further, post the completion of year under review, Ms. Shivani Marda, resigned as an Independent Director of the Company, due to her personal and unavoidable circumstances with effect from July 31, 2026.

Retirement by Rotation:

Pursuant to the provisions of section 152(6) of the Act, Mr. Baskaran Sathya Prakash (DIN: 01786634), is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Nomination and Remuneration Committee and Board have recommended re-appointment of Mr. Baskaran Sathya Prakash.

Brief resume and other details as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended to the Notice of the ensuing AGM.

Board Meetings

The Board of Directors of the Company met Eight (8) times during the year on April 25, 2025, May 29, 2025, July 16, 2025, October 01, 2025, November 09, 2025, November 14, 2025, February 16, 2026 and March 02, 2026.

The attendance of the Directors at the Board Meeting and the AGM held during the financial year 2025-26 was as follows:

Sr. No. Name of Director	No. of Board Meetings			Attendance at 41 st AGM held on August 23, 2025
	Entitled to Attend	Attended	% of Attendance
1. Mr. Sadasivam Anbazhagan	8	8	100%	Yes
2. Mr. Baskaran Sathyaprakash	8	8	100%	Yes
3. Ms. Uma Maheswari	8	8	100%	Yes
4. Ms. Shivani Marda	8	8	100%	Yes
5. Mr. Dineshraj	8	8	100%	Yes
6. Mr. Kannabiran Navakumar	1	1	100%	Not Applicable

Declaration for Independent Directors

All the Independent Directors have submitted requisite declarations confirming that they

(i) continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and are independent of the management; and

(ii) continue to comply with the Code of Conduct laid down under Schedule IV of the Act. The Directors have further confirmed that they are not debarred from holding the office of director under any SEBI order or under the order of any such authority.

The Board after reviewing and taking on record the declarations/ disclosures and acknowledging the veracity of the same, is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, expertise (including the proficiency), hold highest standards of integrity and are Independent of the Management of the Company.

The terms and conditions of appointment of Independent Directors are available on the website of the Company at www.zinema.co.in.

Familiarization Programme for Independent Directors

In accordance with Schedule IV of the Act, the Company has implemented a structured Familiarization Programme for its Independent Directors. The objective of this programme is to provide insights into the Company s business model, operations, industry dynamics, governance framework, and regulatory landscape, thereby enabling the Independent Directors to contribute effectively to the Board and Committee deliberations.

During the Financial Year 2025 26, the Company conducted one familiarization programme, with Independent Directors wherein they have spent approximately 2 hours in the session.

The details of Familiarization Programme and Familiarization Policy for Independent Directors is available on the Company s website at www.zinema.co.in.

COMMITTEES OF BOARD

The Board has established following three (3) mandatory Committees in compliance with the requirements of the business and relevant provisions of Act.

As per the provisions of Listing Regulations, the Company being listed on the SME Platform of BSE Limited, is exempt from the provisions of Corporate Governance as per Regulation 15(2) of Listing Regulations and hence all the three below committees have been formed as per the provisions of the Companies Act, 2013 only.

A. Audit Committee

The Board of Directors has duly constituted Audit Committee pursuant to Section 177 of the Act. The terms of reference of Audit Committee, as approved by the Board of Directors, are in accordance with the section 177(4) of the Act.

The Audit Committee met 3 (Three) times during the financial year 2025-26 on April 25, 2025, May 29, 2025 and November 14, 2025.

The details of composition of Audit Committee of the Committee as on March 31, 2026 and their attendance at its meetings during FY 2025-26 are as below:

Sr. No. Name	Designation in Committee	Directorship Category	Attendance at Audit Committee Meetings
1. Ms. Shivani Marda	Chairperson	Independent Director	100%
2. Mr. B. Sathya Prakash	Member	Managing Director	100%
3. Ms. Uma Maheswari	Member	Independent Director	100%

Further, Ms. Shivani Marda, Chairperson of the Committee was present at the 41 st AGM held on August 23, 2025.

Majority of the Audit Committee members are financially literate and all the recommendations made by the Audit Committee were accepted by the Board.

B. Nomination and Remuneration Committee

The Board of Directors has duly constituted Nomination and Remuneration Committee ( NRC ) pursuant to Section 178(1) of the Act. The terms of reference of NRC, as approved by the Board of Directors, are in accordance with the section 178 and other applicable provisions of the Act.

The NRC met 4 (Four) times during the financial year 2025-26 on April 25, 2025, May 29, 2025, July 16, 2025 and February 16, 2026.

The details of composition of NRC Committee as on March 31, 2026 and their attendance at its meetings during FY 2025-26 are as below:

Sr. No. Name	Designation in Committee	Directorship Category	Attendance at NRC Meeting
1. Mr. Sadasivam Anbazhagan	Chairperson	Non-Executive Non-Independent	100%
2. Ms. Shivani Marda	Member	Independent Director	100%
3. Ms. Uma Maheswari	Member	Independent Director	100%

Further, Mr. Sadasivam Anbazhagan, Chairperson of the Committee was present at the 41 st AGM held on August 23, 2025.

All recommendations made by the NRC were accepted by the Board.

C. Stakeholder Relationship Committee

The Board of Directors has duly constituted Stakeholders Relationship Committee ( SRC ) pursuant to Section 178(5) of the Act. The terms of reference of SRC, as approved by the Board of Directors, are in accordance with the section 178 and other applicable provisions of the Act.

The SRC met 1 (One) times during the financial year 2025-26 on May 29, 2025.

The details of composition of SRC Committee as on March 31, 2026 and their attendance at its meetings during FY 2025-26 are as below:

Sr. No. Name	Designation in Committee	Directorship Category	Attendance at SRC Meeting
1. Mr. Sadasivam Anbazhagan	Chairperson	Non-Executive Non-Independent	100%
2. Ms. Shivani Marda	Member	Independent Director	100%
3. Ms. Uma Maheswari	Member	Independent Director	100%

Further, Mr. Sadasivam Anbazhagan, Chairperson of the Committee was present at the 41 st AGM held on August 23, 2025.

All recommendations made by the SRC were accepted by the Board.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to Section 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and applicable provisions of Listing Regulations, the Company has duly appointed whole-time KMP of the Company.

As on March 31, 2026, following were the KMP of the Company:

Sr. No. Name	Designation
1. Mr. Baskaran Sathyaprakash	Managing Director
2. Mr. Dineshraj	Joint Managing Director
3. Ms. Raveena Agrawal	Company Secretary and Compliance Officer
4. Mr. Anbalagan Dinesh	Chief Financial Officer

Further, during the year under review, following changes took place in the KMP of the Company:

1. Mr. Angalagan Dinesh was appointed as a Chief Financial officer by the Board with effect from May 01, 2025;

2. Mr. Nilesh Kumar Banka was appointed as the Company Secretary and Compliance Officer by the Board with effect from May 01, 2025;

3. Mr. Nilesh Kumar Banka was been removed from the post of Company Secretary and Compliance Officer by the Board with effect from July 01, 2025 as part of disciplinary action due to his continued and uninformed absence from work;

4. Ms. Raveena Agarwal was appointed as the Company Secretary and Compliance Officer by the Board with effect from July 01, 2025.

Further, post the completion of year under review, Ms. Raveena Agarwal tendered her resignation as the Company Secretary and Compliance Officer of the Company with effect from July 31, 2026.

EVALUATION FRAMEWORK

Formal Annual Evaluation

In compliance with the Act and all other applicable provisions, if any, the Board has carried out performance evaluation of its own, its committees and each of the Directors during the year under review, after seeking inputs from all the directors/ committee members.

Manner of effective evaluation:

The Company has laid down evaluation criteria separately for the Board, its Committees and the Directors in the form of questionnaire.

Evaluation of Directors

The criteria for evaluation of Directors include parameters such as attendance, acquaintance with business, communication inter se between board members, effective participation, domain knowledge, compliance with code of conduct, focus on core values, vision and mission etc.

Evaluation of Board and its Committees

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law to be placed before the Board were placed or not, whether the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, and whether the Board facilitates the independent directors to perform their role effectively.

The criteria for evaluation of Committee include taking up roles and functions as per its terms of reference, independence of the Committee, whether the Committee has sought necessary clarifications, information and explanations.

Based on such criteria, the evaluation was done for each director, Committees and the Board of Directors and the observations of the directors were discussed and presented to the Board. A separate meeting of the Independent Directors was held, wherein the performance of the Board as a whole, the Chairperson of the Company, and the Non-Independent Directors was evaluated.

The Independent Directors also assessed the quality, quantity, and timeliness of information flow between the Company s Management and the Board. The performance evaluation of Independent Directors was carried out by the entire Board, excluding the Directors being evaluated.

The Directors expressed their satisfaction with the evaluation process. Performance evaluation of the Board, its various Committees and directors including Independent Directors was found satisfactory.

Companys Policy on Directors; Appointment and Remuneration etc.

The Company has devised , inter alia , a policy on Director s appointment and remuneration including Key Managerial Personnel and other employees in compliance with the provisions of Section 178 of the Act. This policy sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Directors of the Company and that remuneration is directed towards rewarding performance based on Individual as well as Organizational achievements and Industry benchmark.

There has been no change in the policy during the year under review. The aforesaid policy is available on the website of the Company at www.zinema.co.in.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT PLAN

The Company recognises that effective risk management is essential for achieving its strategic objectives, ensuring business continuity and sustaining long-term growth. The Company operates in a dynamic and competitive business environment and is exposed to various risks, including market fluctuations, operational challenges, technology-related risks, regulatory and compliance risks, financial risks and reputational risks.

The Company has established a comprehensive Risk Management Policy and framework, commensurate with the size and nature of its operations and aligned with the applicable provisions of the Act and Listing Regulations. The framework provides for identification, assessment, prioritisation, monitoring and mitigation of key risks, along with evaluation of their potential impact and the effectiveness of mitigation measures.

The Company periodically reviews Risk Management Strategy as per its evolving needs.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has entered into various Related Party Transactions during the financial year which were in the ordinary course of business and made on terms equivalent to those that prevail in arm s length transactions. The details of all the transactions with Related Parties are provided in the accompanying financial statements.

During the year, the Company had not entered into any contract / arrangement/ transaction referred to in Section 188 of the Act with related parties which could be considered material which are required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Hence the same is not annexed with this report.

The Company has formulated a policy on dealing with Related Party Transactions. The same is available on the Company s website at www.zinema.co.in

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Section 135 of the Act related to CSR were not applicable to the Company during the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) of the Act, as amended, draft annual return in Form MGT-7 is placed on the website of the Company at www.zinema.co.in

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has established a Whistle Blower (Vigil) Mechanism and formulated a Whistle Blower/ Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The said policy is hosted on the website of the Company at www.zinema.co.in. The Audit Committee has an oversite over Whistle Blower (Vigil) Mechanism.

The vigil mechanism provides adequate safeguards against victimisation of employees and directors who avails of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee. During the financial year 2025-26, no cases under the mechanism were reported and no personnel of the company have been denied access to the Chairperson of the Audit Committee.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant/material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

AUDITORS

Pursuant to the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Ganesamoorthy. T & Associates, Chartered Accountants (Firm Registration No: 013934S) were appointed as the Statutory Auditors of the Company at the AGM held on September 30, 2024 for a term of 5 (five) consecutive years from the conclusion of 41st Annual General Meeting till the conclusion of the 45th AGM of the Company to be held in the year 2029.

The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditor s Report for the financial year 2025-26 does not contain any qualification, reservation, adverse remark or disclaimer. The said report along with the notes is enclosed with the Financial Statements.

A representative of Statutory Auditor was present at the last AGM. Further, no fraud was reported by the Statutory Auditor to the Audit Committee or the Central Government, under subsection (12) of Section 143 of the Act.

Further, post the financial year M/s. Ganesamoorthy. T & Associates, Chartered Accountants resigned as the Statutory Auditor of the Company with effect from September 01, 2026. The resignation was tendered due to not in position to devote the requisite time and resources to adequatelydischargetheirresponsibility.Theyhaveconfirmedthattherearenoothermaterial reasons for his resignation other than those stated above.

Further, to fill the casual vacancy the Board at its board meeting dated September 8, 2026 appointed M/s. Patni Mandhana & Associates, Chartered Accountants (FRN: 152125W) as its StatutoryAuditors,subjecttoapprovalofthememberattheensuringAGMoftheCompany.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. P B & Associates, Practicing Company Secretaries (Firm Registration No. S2024WB972800, COP No. 25291), as Secretarial Auditor of the Company for a term of five (5) consecutive financial years commencing from FY 2024-25 to 2028-29, for conducting Secretarial Audit and issue the Secretarial Audit Report in Form MR-3.

The Secretarial Audit Report issued by M/s. P B & Associates, Practicing Company Secretaries, Secretarial Auditor, is attached hereto as an Annexure III to this Report. The comments of the Secretarial Auditor are self-explanatory and the Board is in the process of reviewing and strengthening the compliance framework in the Company.

A representative of Secretarial Auditor was present at the last AGM. Further, no fraud was reported by the Secretarial Auditor to the Audit Committee or the Central Government, under sub-section (12) of Section 143 of the Act.

COST RECORDS AND AUDIT

During the financial year 2025-26, maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148 of the Act and Rules made thereunder were not applicable to the Company.

DIRECTORS RESPONSIBILITY STATEMENT

On the basis of the disclosures given in the Annual Accounts and on further discussion with the Statutory Auditors of the Company from time to time, pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

(a) that in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) that we 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 that period;

(c) that we have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that we have prepared the annual accounts on a going concern basis;

(e) that we have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

(f) that we have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has adequate Internal Financial Control Systems commensurate with its size and nature of business and with reference to the Financial Statements.

PARTICULARS OF LOANS GIVEN, GUARANTEES/ SECURITIES PROVIDED AND INVESTMENTS MADE

Details of Loans given as per Section 186 of the Act and applicable accounting standards are provided in the notes to the financial statements which forms a part of this Annual Report. The Company has not given any guarantee/ security during the year under review.

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

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at workplace which is in line with the requirements of the Sexual Harassment of women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder. All employees are covered under this Policy. The provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 relating to constitution of an Internal Complaints Committee were not applicable to the Company during the year under review, as the number of employees was less than the threshold of 10 employees prescribed under the said Act. The Company remains committed to providing a safe and harassment-free working environment for all its employees and has taken adequate steps in this regard.

The following is a summary of sexual harassment complaints received and disposed of during the year:

Sr. No. Particulars	No of Complaints
1. Number of complaints pending at the beginning of the year, i.e. April 01, 2025	Nil
2. Number of complaints received during the year	Nil
3. Number of complaints disposed of during the year	Nil
4. Number of cases pending at the end of the year, i.e. March 31, 2026	Nil

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of employees required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and the statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are attached as Annexure - II and forms a part of this report.

Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under the provisions of section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are as below:

(A) Conservation of Energy:

Sr. No. Particulars	Details
i. the steps taken or impact on conservation of energy.	Nil
ii. the steps taken by the Company for utilizing alternate sources of energy.	Nil
iii. the capital investment on energy conservation equipments.	Nil

(B) Technology Absorption:

Sr. No. Particulars	Details
i. the efforts made towards technology absorption.	The Company endeavors to invest in the latest technology and infrastructure to improve the productivity and quality of its services.
ii. the benefits derived like product improvement, cost reduction, product development or import substitution.
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	Nil
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;
iv. the expenditure incurred on Research and Development.	Nil

(C) Foreign Exchange Earnings and Outgo:

Particulars	Amount (Rs. in Lakhs)
Total earnings in Foreign Exchange during the Review Period.	Nil
Total expenditure in Foreign Exchange during the Review Period.	Nil

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively.

OTHER DISCLOSURES

There were no material changes and commitments, which affected the Company s financial position, between the end of the financial year and the date of this Report.

There was no revision in the financial statements.

No Director of the Company is in receipt of any remuneration or commission from any of its subsidiaries.

The Company does not have any scheme or provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

The Company has not accepted any public deposit.

There has been no issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Options Schemes referred to in this Report.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of onetime settlement with any Bank or Financial Institution.

Company has complied with applicable provisions of Maternity Benefit Act, 1961/ code of social security 2020 relating to providing maternity benefit.

ACKNOWLEDGEMENT

Your directors wish to place on record their deep sense of appreciation for the co-operation received from the Employees, Customers, Government, Regulatory authorities, Vendors, Banks and last but not least the shareholders for their unstinted support, during the year under review.

For and on behalf of the Board of Directors of Zinema Media and Entertainment Limited

Sd/-

Baskaran Sathya Prakash

Managing Director

DIN: 01786634

Date: September 08, 2026

Place: Chennai