Zinema Media & Entertainment Ltd Directors Report

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31st March, 2025

1. Results of our Operations:

The Companys Standalone and Consolidated financial performance for the year ended 31^st March, 2025 is summarized below;

	Standalone		Consolidated
Particulars	Year Ended 31st March 2025 (Rs.)	Year Ended 31st March 2024 (Rs.)	Year Ended 31st March 2025 (Rs.)	Year Ended 31st March 2024 (Rs.)
Revenue from Operations	3325.00	-	3325.00	-
Other Income	2591.10	4587.37	2591.10	4587.37
Total Income	5916.10	4587.37	5916.10	4587.37
Total Expenses	3003.90	1813.05	3004.26	1813.22
Profit Before Tax	2912.20	2774.32	2911.84	277.15
Tax Expense	-	-	-	-
-Current Tax	-	-	-	-
-Deferred Tax	-	-	-	-
-Mat Credit Entitlement
Net Profit /Loss for the Year	2912.20	2774.32	2911.84	2774.15
Earning Per Equity	0.41	0.39	0.41	0.39

a. Review of operations and affairs of the Company:

Standalone:

During the year under review, the Company has incurred a profit before Tax of Rs.2912.20 (in thousand) as compared to previous year profit before Tax of Rs.2774.32 (in thousand). The net profits for the year under review has been Rs2912.20 (in thousand) as compared to previous year Profit of Rs.2774.32 (in thousands). Your directors are continuously looking for avenues for future growth of the Company in Media and Entertainment Industry.

Consolidated:

During the year under review, the Company has incurred a profit after Tax of Rs.2911.84 (in thousand) as compared to previous year a profit after Tax of Rs.2774.15 (in thousands). The net profits for the year under review has been Rs.2911.84 (in thousand) as compared to previous year profit of been Rs.2774.15 (in thousands).

b. Dividend Distribution Policy

The Dividend Distribution Policy of your Company sets out the parameters and circumstances that will be considered by the Board in determining the distribution of dividend in terms of regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (‘the Listing Regulations, 2015).

The Board of Directors had adopted the revised Dividend Distribution Policy. The revised policy

Page 25 recognizes share buyback in addition to dividend as payout option to the shareholders. It also details the parameters for overall payout and provides for a greater flexibility to the Board in taking decisions for rewarding the shareholders of the Company and returning cash to them from time to time.

The amended policy is available on the Companys website at .zinema.co.in

C. Share Capital

As on March 31, 2025, the authorised share capital of the Company stood at 8,00,00,000 (Rupees Eight Crore only), divided into 80,00,000 (Eighty Lakh) equity shares of 10 (Rupees Ten) each.

Subsequently, pursuant to a special resolution passed by the shareholders at the Extraordinary General Meeting held on May 28, 2025, the authorised share capital of the Company was increased from

8,00,00,000 (Rupees Eight Crore) to 31,00,00,000 (Rupees Thirty-One Crore), divided into 3,10,00,000 (Three Crore Ten Lakh) equity shares of 10 (Rupees Ten) each.

The paid-up equity shares capital of the Company as on March 31, 2025 was 7,11,45,000 (Rupees Seven Crore Eleven Lakh Forty-Five Thousand only), comprising 71,14,500 equity shares of 10

(Rupees Ten) each, fully paid-up.

D. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

E. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section 76 of the Companies Act 2013 and the rules made there under. There are no public deposits, which are pending for repayment.

F. Particulars of loans, guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

G. Particulars of contracts or arrangements made with related parties:

During the financial year 2024-25, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, which were in the ordinary course of business and on arms length basis and in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder and SEBI (LODR) Reg, 2015. The particulars of every contract or arrangement enter into by the company with related parties referred to in Sub-Section (1) of Section 188 of the

Companies Act 2013 including certain arms length transactions under third proviso there to have been disclosed in Note No. 26 and Form No. AOC 2 as Annexure I. Your attention is drawn to the Related Party disclosure in Note No. 28 of the Standalone Financial Statements.

During the financial year 2024-25, there were no materially significant related party transactions entered into by the Company, which may have a potential conflict with the interest of the Company at large. There were no pecuniary relationship or transactions entered into by any Independent Director with the Company during the year under review. The Policy on Related Party Transaction is available on our website .zinema.co.in

H. Variation in market Capitalization:

			Increase
Particulars	As at 31st March,	As at 31st March,	/
	2025	2024	Decrease
			in %
Market Value per share	17.40	20	-2.60
No. of Shares	71,14,500	71,14,500	-
Market Capitalization	12,37,92,300	14,22,90,000	-
EPS (Standalone)	0.41	0.39	-0.02
Price earnings ratio	42.44	51.28	-8.84

I. Managements Discussion and Analysis:

Managements Discussion and Analysis Report for the year under review, as stipulated under SEBI

(Listing Obligations & Disclosure Requirements) Regulations, 2015, is appended as Annexure II to this report.

J. Directors Responsibility Statement:

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

o in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

o 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 and loss of the Company for that period;

o all 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 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

o the directors have prepared the annual accounts on a going concern basis;

o the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

o the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

K. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at "Zinema Media and Entertainment Limited", we focus on all aspects of the employee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. Page 27

All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure III to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Details of the Top 10 employees as on 31st March, 2025 as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IV to this report;

The Company has currently provided Employee Stock Option Scheme to its Managing Director Mr. Baskaran Sathya Prakash and Mr. Dinesh Raj as incentives.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a

Whole-Time Director:

• Mr. Baskaran Sathya Prakash (DIN: 01786634) continues to be the Managing Director of the Company.

ii. Company Secretary cum Compliance Officer:

• Ms Monika Singh (07^th April 2023 to 31^st December 2024) • Mr. Nilesh Kumar Banka (01^st May 2025- 30^th June2025) • Ms. Raveena Agarwal (appointed on 16^th July 2025

iii. Chief Financial Officer (CFO):

• Mr. Anbalagan Dinesh

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Zinema Media and Entertainment Limited it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 the compliance of Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) & para C, D, E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 is not applicable for a company having paid up of 10 Crore or Net-worth of 25 Crore, in the immediate preceding FY & for a listed entity which has listed its specified securities on the SME Exchange. Page 28

As the securities of your Company are listed at BSE-SME Platform, the Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company.

a. Compliance Department:

During the year under review, following changes took place with respect to the Compliance Officer of the Company:

Ms. Monika Singh (Membership No. ACS44801), who was appointed as the Company Secretary and Compliance Officer on 07^th April 2023has resigned with effect from 11th January 2025.

Subsequently, Mr. Nilesh Kumar Banka was appointed as the Company Secretary and Compliance Officer with effect from 25th April 2025. His tenure was concluded on 30th June 2025, following termination from the Board.

Ms. Raveena Agarwal has been appointed as the Company Secretary and Compliance Officer with effect from 16th July 2025.

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

b. Information on the Board of Directors of the Company:

During the year 2024-2025, following changes took place in the Composition of Board of Directors of the Company;

1. Mr. Narsing Balwanth Singh (DIN: 06560717) tendered his resignation as Director, effective October 1, 2024.

2. Mr. Kannabiran Navakumar (DIN: 01678415) resigned from the position of Director, effective April 25, 2025.

3. Mr. Manu Padhmanaban Nair (DIN: 06810682) passed away on December 2, 2024. In view of his demise, he ceased to hold office as Director of the Company with effect from immediate basis.

4. Mr. Potabattula Praveen resigned from the position of Chief Financial Officer (CFO) with effect from October 15, 2024.

5. Mr. Anbalagan Dinesh was appointed as the Chief Financial Officer (CFO) of the Company, effective May 1, 2025.

6. Ms. Monika Singh, Company Secretary, resigned with effect from January 1, 2025.

7. Mr. Nilesh Kumar Banka was appointed as the Company Secretary and Compliance Officer with effect from April 25, 2025. His tenure concluded on June 30, 2025, following termination by the Board.

8. Ms. Raveena Agarwal has been appointed as the Company Secretary and Compliance Officer with

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9. Ms. Shivani Marda (DIN: 10801046) was appointed as an Additional Director (Independent) with effect from April 25, 2025. She has been appointed as an Independent Director for a term of five years commencing from May 28, 2025 to May 28, 2030.

10. Ms. Uma Maheswari (DIN: 08597408) was appointed as an Additional Director (Independent) with effect from April 25, 2025. She has been appointed as an Independent Director for a term of five years commencing from May 28, 2025 to May 28, 2030.

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

12. Mrs. Dinesh Raj (DIN: 07113950) was re-designated as Joint Managing Director with effect from

April 25, 2025.

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website .zinema.co.in.

d. Details with regards to meeting of Board of Directors of the Company at attendance thereof:

(i) Composition of the Board of Directors as on the date of this Report is mentioned below:

Name of the Director	Designation	Category
Mr. Baskaran Sathya Prakash	Managing Director	Executive Director
Mr. Sadasivam Anbazhagan	Director	Independent Director
Ms. Shivani Marda	Director	Independent Director
Ms.Uma Maheswari	Director	Independent Director
Mr Dinesh Raj	Joint Managing Director	Executive Director
Mr. Anbalagan Dinesh	CFO	CFO
Ms. Raveena Agarwal	Company Secretary	Company Secretary

(ii) Meeting of Board of Directors and Attendance during the Year:

During the FY 2024-25, 7(Seven) meetings of the Board of Directors of the Company were held i.e on 30/05/2024, 26/07/2024, 29/07/2024, 01/10/2024, 14/11/2024, 11/01/2025 and 23/01/2025

Details of the attendance at the Board Meetings during the financial year and at the last Annual General Meeting and also the number of Directorships held by Directors is mentioned below;

Name of Director	Attendance Particulars	No. of Director- ships in	No. of Chairmanship/ Membership of Board Committees in other Companies#
	Board Meeti ngs	Last AGM	other Public Company*	Chairman	Member
Mr. Baskaran Sathya Prakash	7	Yes	Nil	Nil	Nil
Mr. Narsing Balwanth Singh	3	Yes	Nil	Nil	Nil
Mr. Sadasivam Anbazhagan	7	Yes	Nil	Nil	Nil
Mr. Kannabiran Navakumar	7	Yes	Nil	Nil	Nil
Mr Manu Padhmanaban Nair	4	Yes	Nil	Nil	Nil
Mr Dinesh Raj	7	Yes	Nil	Nil	Nil

Note:

•Mr. Narsing Balwanth Singh (DIN: 06560717) tendered his resignation as Director, effective October 1, 2024. •Mr. Kannabiran Navakumar (DIN: 01678415) resigned from the position of Director, effective April 25, 2025.

•Mr. Manu Padhmanaban Nair (DIN: 06810682) passed away on December 2, 2024. In view of his demise, he ceased to hold office as Director of the Company with effect from immediate basis

•Mr. Potabattula Praveen resigned from the position of Chief Financial Officer (CFO) with effect from October 15, 2024.

•Ms. Moniaka Singh, Company Secretary, resigned with effect from January 1, 2025.

•Mr. Nilesh Kumar Banka was appointed as the Company Secretary and Compliance Officer with effect from April 25, 2025. His tenure concluded on June 30, 2025, following termination by the Board. The Directorships held by the Directors as mentioned below dont include Alternate Directorships and Directorships held in Foreign Companies, and Companies registered under Section 25 of the Companies Act,1956or Section8of theCompaniesAct,2013. In accordance with Regulation 26(b) of SEBI Listing Regulations, Memberships / Chairmanships of only the Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has only been considered.

e. Policy on Directors appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on 31st March, 2025, the Board consist of 6 Members, 3 of whom are Executive Director and 1 of whom is a Non-Executive Director and the other 2 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is available on the Company Website: .zinema.co.in We affirm that the Remuneration paid to the director is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report

Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative

Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conducts programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus, such programs / presentations provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Companys strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Program for Independent Directors is available on our website .zinema.co.in

h. Boards Committees:

i. Composition of the Committees of the Board as on the date of this Report is mentioned below;

Name of the Committee	Name of the Company Member	Position in the Committee
	Mr. B. Sathya Prakash	Member
Audit Committee	Ms. Shivani Marda	Chairman
	Ms. Uma Maheswari	Member
	Mr. Sadasivam Anbazhagan	Chairman
Nomination and
	Ms. Shivani Marda	Member
Remuneration	Ms. Uma Maheswari	Member
Committee
	Mr. Sadasivam Anbazhagan	Chairman
Stakeholder
	Ms. Shivani Marda	Member
Relationship
	Ms. Uma Maheswari	Member
Committee

ii. Meeting of Audit Committee and Attendance:

During the financial year under review, the Audit Committee Meetings were held 5 times ie 30/05/2024, 26/07/2024, 29/07/2024 14/11/2024 and 23/01/2025 and the attendance of the members at the Audit Committee meetings was as follows:

	Attendance Particulars
Name of the Director	Meeting Held during the tenure	Meeting Attended during the tenure
Mr. Manu Padmanabhan Nair	4	4
Mr. Kannabiran Navakumar	5	5
Mr. Baskaran Sathya Prakash	5	5

# Note:

•Mr. Kannabiran Navakumar (DIN: 01678415) resigned from the position of Director, effective April 25, 2025. •Mr. Manu Padhmanaban Nair (DIN: 06810682) passed away on December 2, 2024. In view of his demise, he ceased to hold office as Director of the Company with effect from immediate basis.

iii. Meeting of Nomination and Remuneration Committee and Attendance:

During the financial year under review, the Nomination and Remuneration Committee Meetings was held 2 times ie 26/07/2024 and 29/07/2024 viz.,and the attendance of the members at the Nomination and Remuneration Committee meeting was as follows

	Meeting Attended
Name of the Director	Meeting Held Attendance Particulars	during the tenure
Mr. Manu Padmanabhan Nair	2	2
Mr. Kannabiran Navakumar	2	2
Mr. Baskaran Sathya Prakash	2	2

# Note:

•Mr. Kannabiran Navakumar (DIN: 01678415) resigned from the position of Director, effective April 25, 2025. •Mr. Manu Padhmanaban Nair (DIN: 06810682) passed away on December 2, 2024. In view of his demise, he ceased to hold office as Director of the Company with effect from immediate basis.

iv. Meeting of Stakeholder Relationship Committee and Attendance:

During the financial year under review, the Stakeholder Relationship Committee Meetings was held 2 times ie 30/05/2024 and 14/11/2024 viz., and the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

	Attendance Particulars
Name of the Director	Meeting Held during the tenure	Meeting Attended during the tenure
Mr. Manu Padmanabhan Nair	2	2
Mr. Kannabiran Navakumar	2	2
Mr. Baskaran Sathya Prakash	2	2

# Note:

•Mr. Kannabiran Navakumar (DIN: 01678415) resigned from the position of Director, effective April 25, 2025. •Mr. Manu Padhmanaban Nair (DIN: 06810682) passed away on December 2, 2024. In view of his demise, he ceased to hold office as Director of the Company with effect from immediate basis

i. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its "own performance", its "Board committees" and of "individual directors" in accordance with the provisions of the Companies Act,

2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

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 Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, the same was discussed in the Board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The Equity Shares of "Zinema Media and Entertainment Limited" (Scrip Code: 538579) is listed on the BSE-SME platform.

Your Company paid the Listing Fees to the BSE Limited for FY 2023-2024 as well as for 2024-2025 in terms of Uniform Listing Agreement entered with the said Stock Exchange(s).

k. Insider Trading:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guide lines and advises the

Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company. The said policy is available on our website .zinema.co.in

4. Auditors: a. Statutory Auditor:

M/s Ganesamoorthy. T & Associates, Chartered Accountants (Firm Registration No: 013934S) be and are hereby appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting of the Company to be held in the year 2029."

The Company has received a Certificate from them to the effect that their appointment, if made, would be as per the requirements specified under Section 141 of the Act and the Rules framed there under for reappointment as Auditors of the Company. The Notes on Accounts read with the Auditors Reports are self-explanatory and therefore, do not call for any further comments or explanations.

The Statutory Auditors Report does not contain any qualification, reservation or adverse remark. The observation of Auditors in the Auditors Report is explained, wherever necessary in the appropriate notes of the accounts. Further, no Fraud was reported by the auditor of the company. b. Secretarial Auditors

Pursuant to Section 204 of the Companies Act, 2013 inter-alia requires every listed Company to annex with its Boards report, a Secretarial Audit Report given by a Company Secretary in practice, in Form MR-3

The Board of Directors appointed M/s P B & Associates, Practicing Company Secretaries as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2024-25 and her report is annexed to this Board report. In connection, with the auditor observation in the report, it is clarified that she has conducted the Secretarial Audit of the compliance of the applicable statutory provisions & the adherence to good corporate practice. The Secretarial Audit was conducted in a manner that provided her a reasonable basis for evaluating the corporate conducts/statutory compliance & expressing her opinion.

5. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

6. Internal Financial Control

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.

7. 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

8. Vigil Mechanism:

a. The Company has established a mechanism for Directors and Employees to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company.

b. The Whistle Blower Policy is in place. Employees can report to the Management concerned unethical behavior, act or suspected fraud or violation of the Companys Code of Conduct Policy.

No Employee has been denied access to the Audit Committee. The Whistle Blower Policy is available on our website .zinema.co.in

9. Prevention Of Sexual Harassment Mechanism

As per the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy on Prevention of Sexual Harassment at Workplace for prevention, prohibition and redressal of sexual harassment at workplace and an Internal

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Complaints Committees has also been set up to redress any such complaints received.

During the year under review, the Company has not received any complaint from the employees related to sexual harassment.

10. Statement on Material Subsidiary:

The Company throughout the FY 2024-25 had only a Subsidiary Company i.e., M/s. CKM Homecare Solutions Private Limited.

During the FY 2024-25, the Board of Directors (‘the Board) reviewed the affairs of the subsidiaries.

In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company with that of its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure VI to the Boards report. The statement also provides the details of performance, financial position of the subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of our subsidiary, are available on our website .zinema.co.inThese documents will also be available for inspection during business hours at the registered office of the company.

The Policy on Identification of Material Subsidiaries is available on our website .zinema.co.in

11. Provisions, Contingent Liabilities and Contingent Assets:

The Indian Accounting Standards (Ind AS), as notified by the Ministry of Corporate Affairs in February, 2015, have been applicable to the specified class of companies. Accounting Standards are applicable to entities to whom Ind AS are not applicable. However, the Ministry of Corporate Affairs has requested the Accounting Standards Board of the Institute of Chartered Accountants of India (ICAI) to upgrade Accounting Standards, as notified under Companies (Accounting Standards) Rules, 2006, to bring them nearer to Indian Accounting Standards. Accordingly, the Accounting Standards Board (ASB) of ICAI has initiated the process of upgradation of these standards which will be applicable to all companies having net-worth less than Rs. 250 crores including non-corporate entities.

In this direction, the ASB has finalized AS 37, Provisions, Contingent Liabilities and Contingent Assets. For formulating AS 37, Ind AS 37, Provisions, Contingent Liabilities and Contingent Assets, has been taken as the base. Major differences between draft AS 37 and Ind AS 37 are given in Appendix 1 of the AS 37. Major differences between draft AS 37 and AS 29 are given in Appendix 2 of the AS 37. Hence forth this is not clause applicable on the company

12. Corporate Social Responsibility:

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year are required to constitute a CSR committee and hence our Company do not meet the criteria as mentioned above, the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and/or implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

13. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

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Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy.

Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption etc., are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is required to be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

14. Others:

a. Extract of Annual Return:

The Annual Return as required under Section 92 of the Companies Act, 2013 has been published on the website of the Company which can be accessed through the following link http://zinema.co.in/investorrelation.aspx

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

c. Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

e. Soliciting Shareholders Information:

This is to inform you that the company is in the process of up dation of records of the shareholders in order to reduce the physical documentation as far as possible

With new BSE Uniform listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, we have to update your PAN No., Phone no. and e-mail id in our records.

Further, in view of the SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018 and the corresponding amended circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated 16th July, 2018 have requested all the listed companies to comply with the procedures mentioned in the Circulars. To achieve this, we solicit your co-operation in providing the following details to us;

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• If you are holding the shares in dematerialized form, you may update all your records with your Depository Participant (DP).

• If you are holding shares in physical form, you may provide the following:

• Folio No. • Name • Pan No. • E-mail ID • Telephone No.

• Specimen Signatures (3 in Nos.)

f. Share Transfer System:

With reference to the SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated 08th June, 2018 the shares of the Company can be transferred only in dematerialized form w.e.f. December 05, 2018 and thus with a view to facilitate seamless transfer of shares in future and as advised by the Stock Exchanges, the shareholders holding shares in physical form are to be advised to dematerialize their shareholding in the Company.

g. Issue of Equity Share Capital:

During the Financial year under review the Company has not made any further issue of shares and the share capital remains same as at the end of previous year. Company has obtained Shareholders approval by passing special resolution at the EGM held on 28-05-2025 for increase in Equity Share Capital.

15. ACKNOWLEDGEMENT:

Your directors wish to place on record their appreciation for the contribution made by the employees at all levels because without their 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 ZINEMA MEDIA AND ENTERTAINMENT LIMITED
Date: 16/07/2025	Baskaran Sathya Prakash	Sadasivam Anbazhagan
Place: Chennai	Managing Director	Director
	(Din: 01786634)	(Din: 08965772)