COMPANY PERFORMANCE OVERVIEW:

Standalone :

During the fiscal year, Basilic Fly Studio Limited delivered
a robust financial performance, underscoring our strategic
agility and operational strength. On a standalone basis:

• Total Income degrowth to ^ 7538.15 lacs — a 26.9%
year-on-year decline compared to ^10,318.52 lacs in
the previous year, due to strike impact across service
lines.

• Total Expenditure stood at ^4,995.42 lacs, reflecting a
5.76% decrease from ^5,300.58 lacs, largely attributed
to one off IT rentals and senior hires scaling operations
and investing in talent and infrastructure to support our
long-term growth.

• Net Profit decline to ^1,826.99 lacs, impacted due to
Industry tailwinds compared to the previous year’s
^3,619.65 lacs — reinforcing the strength of our margin-
focused execution and sustained value delivery.

Consolidated :

The fiscal year marked another chapter of strong
consolidated performance and global momentum for Basilic
Fly Studio Limited.

• On a consolidated basis, Total Income rose to
^30,607.54 lacs — a robust 189.33% increase
compared to ^10,578.59 lacs in the previous year,
reflecting sustained demand across geographies.

• Profit after Tax stood at ^4,560.32 lacs, registering an
impressive 24.8% growth over ^3,653.83 lacs in the
previous fiscal, underscoring efficient execution and
disciplined financial management.

Our global footprint continues to strengthen, with
subsidiaries in Vancouver and London playing an
increasingly pivotal role. These international operations are
expected to contribute significantly to both top-line and
bottom-line growth in the coming years, fuelled by expanded
service offerings and deepening client relationships in
mature markets.

DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF
SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

The Company is in the growth phase and is in the process of
expanding its business activities. Considering the increased
fund requirements for the expansion activities and to
augment working capital requirements, your directors do

not recommend any dividend for the financial year ended
31^st March, 2025.

TRANSFER OF RESERVES

During the year the company has not transferred any
amount to the General Reserves.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013
do not apply as there was no dividend unclaimed and lying
in the unpaid dividend account with the Company.

DEPOSITS:

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

The Company had received unsecured loans from Directors
in earlier years, and the outstanding balance as on 31^st
March, 2025, stood at ^2,33,80,265/-. The details of these
loans have been disclosed in Note No. 3 - Long-term
Borrowings of the Financial Statements.

Further, in compliance with the provisions of the Act and
applicable rules, the relatives of the Directors from whom
the amounts were received had furnished declarations in
writing at the time of advancing the funds, confirming that
the amounts were not provided from funds acquired by
them through borrowing or by accepting loans or deposits
from others.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there was no change in the
nature of the business of the Company. The Company
continued to operate in the same line of business activities
as in the previous year.

SHARE CAPITAL

During the year under review, The Company’s authorised
share capital remained unchanged during the year at
^25,00,00,000/-, divided into 2,50,00,000 equity shares of
^10/- each.

The Paid-up capital of the Company at 31^st March, 2025
stands at ^23,24,00,000/- (2,32,40,000 equity shares).

The Company has increased its Authorised Share Capital
from ^25 crs to ^30 crs by creation of 50 lakhs equity shares

of Rs.10/- each as approved by the Shareholders of the
Company at the Extra-Ordinary General Meeting held on 9^th
August, 2025.

ANNUAL RETURN:

In compliance with Section 134(3)(a), the Annual Return of
the Company, prepared as per Section 92(3) of the Act for
the financial year ended 31^st March, 2025, is accessible on
the Company’s website at http://www.basilicflystudio.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of 31^st March 2025, the Board of Directors comprised 7
Directors which includes 3 Independent Directors, 1 Non¬
Executive Director (Woman) and 3 Executive Directors
(including 1 woman Executive Director) which includes
Managing Director.

APPOINTMENT:

During the year under review, Mr. Nandhagopal Damodaran
has been appointed as Independent Director w.e.f 12^th July, 2024

RESIGNATION:

Subsequent to the end of financial year, Mr. Jitendra Kumar
Pal, Independent Director resigned from the Board and
committees of the Company w.e.f 12^th May, 2025. The Board
places on record its sincere appreciation of the services
rendered by Mr Jithendra Kumar Pal, during his tenure as a
Director of the Company.

None of the Directors of the Company are disqualified for
being appointed as Directors, as specified in section 164(2)
of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.

KEY MANGERIAL PERSONNEL

In accordance with the provisions of Sections 2(51) and
203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, Mr. Balakrishnan, Managing Director & Chief

Executive Officer, Mrs. Yogalakshmi S, Whole time Director,
Mr. Gaurav Mehra, Chief Financial Officer and Ms. Swati
Sharma, Company Secretary are the Key Managerial
Personnel of the Company as on 31^st March, 2025.

Further, during the year, Ms. Swati Sharma was appointed as
Company Secretary and Compliance officer of the Company
under SEBI Listing Regulations w.e.f., 05^th July, 2024 in place
of Mr. Nikhil Midha who resigned from the services of the
Company w.e.f 02^nd July, 2024

Further, during the year, Mr. Gaurav Mehra was appointed
as Chief Financial Officer of the Company under SEBI
Listing Regulations w.e.f., 15^th October, 2024 in place of Mr.
Ramesh M who resigned from the services of the Company
w.e.f., 08^th October, 2024.

Presently the Board of Directors of the Company consists
of Mr. Balakrishnan (DIN:06590484), Managing Director,
Mrs. Sundaram Yogalakshmi (DIN:07323404), and
Mr. Duraiswami Prabhakar (DIN: 09831080), Whole¬
time Directors, Mrs. Rajarathinam Thiripurasundari
(DIN:07323583), Non- Executive Director, Mr. Vengarai
Seshadri Sowrirajan (DIN:00434044) and Mr. Nandhagopal
Damodaran (DIN: 10697520), are Independent Directors.
The composition of the Board of Directors is in compliance
with Section 149 of the Companies Act, 2013.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide
on the Company/business policy and strategy apart from
other Board business. In case of special and urgent business,
if the need arises, the Board’s or Committee’s approval is
taken by passing resolutions through circulation or by
calling the Board / Committee meetings at a shorter notice,
as permitted by law.

During the Financial Year 2024-25, Ten (10) Board meetings
were convened and held which is summarized below. The
intervening gap between the Meetings was within the
period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability,
confirm that for the financial year ended 31^st March, 2025:

1. The annual financial statements for the financial year ended 31^st March 2025 have been prepared in conformity with
the applicable Accounting Standards, and there are no material departures from the prescribed norms;

2. Appropriate accounting policies have been consistently
applied, and reasonable and prudent judgments and
estimates have been made so as to present a true
and fair view of the Company’s financial position and
results of operations;

3. The Board has taken adequate measures to
ensure the integrity and accuracy of the Company’s
accounting records in accordance with the Companies
Act, 2013, thereby safeguarding the Company’s assets
and detecting and preventing fraud and other
irregularities;

4. The financial statements have been prepared on a
going concern basis, and there is no indication of any
uncertainty regarding the Company’s ability to continue
its operations in the foreseeable future;

5. The Company has implemented internal financial
controls which are adequate and commensurate with
the size and nature of its business, and such controls
were found to be operating effectively during the year
under review;

6. The Board has adopted robust systems and processes
to ensure compliance with applicable laws, rules, and
regulations, and believes that these systems were
adequate and functioning efficiently throughout the
year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As per Regulation 34 of the SEBI (LODR) Regulations,
2015, the Management’s Discussion and Analysis Report is
annexed to this report.

STATUTORY AUDITORS AND THEIR REPORT :

The Auditors of the Company, M/s. L.U. KRISHNAN &
Co, Chartered Accountants, have been appointed as the
statutory Auditors of the company until 31^st March, 2027 by
the members at the Annual General meeting held on 30^th
Septembe, 2022.

The Statutory Auditors have given an unqualified report.
The report is self-explanatory and does not require any
further comments by the Board.

SECRETARIAL AUDITORS AND THEIR REPORT:

Pursuant to Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, M/s M. Alagar & Associates, peer reviewed firm

of Practicing Company Secretaries, has been appointed as
the Secretarial Auditor for the Financial year 2024-25. The
Secretarial Audit Report does not contain any qualification
or remarks requiring the Board to make further comments.
(The report is annexed as Annexure - I)

INTERNAL AUDITOR:

M/s KEK & Associates LLP, Chartered Accountants, have
been appointed as the Internal Auditor of the Company
for the FY 2024-25. The Internal Auditor has conducted
the Internal Audit, and the Internal Audit report has been
submitted to the company. The Audit Committee reviewed
the internal audit report.

COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the applicable Secretarial
Standards in accordance with Section 118(10) of the
Companies Act, 2013, and MCA circulars issued from time
to time.

COST AUDIT / COMPLIANCE:

The Central Government has not prescribed the maintenance
of cost records under Section 148(1) of the Act, in respect of
the activities carried on by the Company.

INTERNAL FINANCIAL CONTROLS:

The Company has established adequate internal
financial controls with reference to financial statements,
commensurate with its size, scale, and operations. These
controls are designed to ensure accuracy of financial
reporting, safeguarding of assets, prevention and detection
of frauds, adherence to policies, and compliance with
applicable laws.

The internal control framework is reviewed periodically by
the Audit Committee based on reports from management,
internal auditors, and statutory auditors. The Board confirms
that such controls were adequate and operating effectively
during the year under review.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013:

There were no loans, guarantees made by the Company
under Section 186 of the Companies Act, 2013 during the
year under review. The particulars of investments under
Section 186 of the Companies Act, 2013 read with the
Companies (Meetings of Board and its Powers) Rules, 2014,

for the financial year 2024-25 are given in Note 10 of the
Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES:

All contracts, arrangements and transactions entered by the
Company with related parties during FY 2024-25 (including
any material modification thereof), were in the ordinary
course of business and on an arm’s length basis and were
carried out with prior approval of the Board. Disclosure of
particulars of contracts/arrangements entered into by the
company with related parties referred to in sub-section (1)
of section 188 of the Companies Act, 2013 and Rule 8(2)
of the Companies (Accounts) Rules, 2014 in Form AOC-2 is
appended to the Board Report as Annexure- II

CORPORATE SOCIAL RESPONSIBILITY:

In compliance with the provisions of Section 135 of the
Companies Act, 2013, read with the applicable rules, the
Board of Directors, in their meeting held on 31^st March, 2023,
approved and adopted the Corporate Social Responsibility
(CSR) Policy and constituted a CSR Committee to oversee
and monitor the implementation of CSR initiatives of the
Company. The Committee was subsequently reconstituted
on 2^nd September, 2024.

As required under the Companies (CSR Policy) Rules, 2014,
Annul Report on Corporate Social Responsibility (CSR)
Activities for the financial year 2024-25, has been furnished
as Annexure - III to this report.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The information pertaining to conservation of energy, tech¬
nology absorption, Foreign exchange Earnings and outgo
as required under Section 134 (3)(m) of the Companies Act,

2013 read with Rule 8(3) of the Companies (Accounts) Rules,

2014 are furnished in the Annexure - IV to this report.

STATEMENT CONCERNING DEVELOPMENT AND IMPLE¬
MENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY:

The Company has framed a policy for management and
mitigation of business risks which is reviewed on a period¬
ical basis. The policy is put on the website of the company
in the following link: https://basilicflystudio.com/wp-content/
uploads/2025/04/Risk-Management-Policy.pdf

PARTICULARS OF SUBSIDIARY, HOLDING, JOINT
VENURE AND ASSOCIATE COMPANIES

Your company has two subsidiaries viz: Basilic Fly Studio
Canada Ltd Bearing Registration No.1313688, incorpo¬
rated on (02/07/2021), Basilic Fly Studio UK Private Lim¬
ited bearing Registration No.14029594 incorporated on
(06/04/2022).

On 28^th July 2024, Basilic Fly Studio UK Private Limited has
acquired 70% stake in One of US Ltd bearing Registration
No. 5313949. The Company One of Us is a step down sub¬
sidiary. The consolidated financial statement has been pre¬
pared in accordance with the relevant accounting standards
and a separate statement containing the salient features of
the financial statement of its subsidiary pursuant to pro¬
vision of Section 129(3) of the Companies Act, 2013 read
with rule 5 of the Companies (Accounts) Rules 2014, in form
AOC-1 is attached along with the financial statement of the
company as Annexure-V.

The Company does not have any Holding, Joint venture or
Associate Company.

COMPANY'S POLICY RELATING TO DIRECTOR'S AP¬
POINTMENT, PAYMENT OF REMUNERATION AND DIS¬
CHARGE OF THEIR DUTIES:

In accordance with the provisions of Sec 178 (1) of the
Companies Act, 2103, the Board of the Company constituted
Nomination and Remuneration Committee (NRC) and the
terms of reference of the Committee are in line with the
provisions of the Companies Act, 2013 and the Rules
made thereunder.

The NRC committee has the following members

* Mr. Jitendra Kumar Pal resigned from the company with
effect from 12^th May, 2025.

In accordance with Sec 178 (3) of the Companies Act, 2013,
a Policy has been framed for remuneration of Directors, Key
Managerial Personnel and other employees and approved
by the Board. The said policy has been placed in the website
of the company and can be viewed from the following link:
https://basilicflystudio.com/wp-content/uploads/2025/07/
Remuneration-Policy.pdf

APPOINTMENT AND RESIGNATION OF DIRECTORS OR
KEY MANAGERIAL PERSONNEL:

A. COMPOSITION OF THE BOARD OF DIRECTORS:

The Board of the Company is composed of experienced
persons with proven competence and integrity.
Besides the experience, strong financial acumen,
strategic astuteness, and leadership qualities, they
have a significant degree of commitment towards the
Company and devote adequate time to the meetings
and preparation.

CORPORATE GOVERNANCE REPORT:

As per the regulation 15 of SEBI (LODR) Regulations, 2015,
the applicability with respect to Corporate Governance Re¬
port is not applicable to the Company.

DECLARATION OF INDEPENDENCE BY THE INDEPEN¬
DENT DIRECTORS APPOINTED DURING THE YEAR:

Pursuant to the provisions of Section 149(7) of the
Companies Act, 2013, the above-mentioned Independent
Directors have submitted their respective declarations
confirming that they meet the criteria of independence
as prescribed under Section 149(6) of the Act. They have
also affirmed compliance with the Code of Conduct for
Independent Directors as specified under Schedule IV of the
Act.

In the opinion of the Board, there has been no change in
the circumstances affecting their status as Independent
Directors during the year under review. The Board further
affirms that the Independent Directors possess requisite
integrity, expertise, and experience, including proficiency as
required under Section 150(1) of the Act and the applicable
rules framed thereunder.

Additionally, in accordance with the provisions of Section
150 read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, all
Independent Directors of the Company have duly registered
their names in the databank maintained by the Indian
Institute of Corporate Affairs (IICA).

COMMITTEES OF THE BOARD

In terms of the provisions of the Companies act, 2013 and
the Rules made thereunder, the Board has constituted the
following committees;

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The composition and terms of reference of each of the above
committee is provided below as on the report date:-

a) AUDIT COMMITTEE

A qualified and independent Audit Committee has

been constituted by the Board of Directors in compliance
with the provisions of Section 177 of the Companies

Act, 2013 and applicable regulatory requirements.

The Committee comprises three (3) Independent
Directors and one (1) Executive Director, as under:

* Mr. Jitendra Kumar Pal resigned from the company
with effect from 12^th May, 2025

The Company Secretary acts as the Secretary to the
Committee

The primary objective of the Audit Committee is to
provide oversight of the Company’s financial reporting
process, ensuring accuracy, completeness, and timely
disclosures in compliance with applicable laws. The
Committee works to uphold the highest standards of

• Overseeing governance-related matters and the effective implementation of the Company’s nomination,
remuneration, and governance policies.

• Periodically reviewing the effectiveness of these policies and recommending revisions when necessary.

The Committee was reconstituted on 2^nd September, 2024, with Mr. Nandhagopal Damodaran, Independent Director,
being inducted as a member, bringing valuable expertise and independent oversight to its functioning.

The Committee comprises three (3) Independent Directors and one (1) executive Director is as follows: -

* Mr. Jitendra Kumar Pal resigned from the company with effect from 12^th May, 2025.

Company Secretary acts as the Secretary of the committee

The Nomination and Remuneration Committee of the Board of Directors recommends the nomination of Directors, carries
out evaluation of performance of individual Directors, recommends remuneration policy for Directors, Key Managerial
Personnel and other employees and also deals with the governance related matters of the Company.

It oversees the implementation of the nomination, remuneration and governance policies of the Company, reviews the
effectiveness of such policies from time to time and recommends revisions as and when deemed necessary or expedient.

One meeting of the Nomination and Remuneration Committee was held during the year under review to consider and
approve the Resignation of Mr. Ramesh M, Chief Financial Officer and to consider and recommend appointment of Mr.
Gaurav Mehra, as new Chief Financial Officer.

c) STAKEHOLDERS' RELATIONSHIP COMMITTEE (SRC)

The Stakeholders' Relationship Committee was constituted by the Board of Directors on 31^st March, 2023 with the
primary objective of ensuring effective engagement with shareholders and safeguarding their rights. The Committee
serves as an important governance mechanism for addressing and resolving grievances of shareholders and other
security holders in a timely, fair, and transparent manner.

The Committee’s key responsibilities include:

• Monitoring and resolving investor grievances relating to transfer/transmission of shares, non-receipt of annual
reports, dividends, and other shareholder communications.

• Overseeing measures for effective communication between the Company and its stakeholders.

• Ensuring compliance with applicable statutory and regulatory requirements pertaining to stakeholder rights.

• Periodically reviewing the adequacy of systems and processes for redressal of shareholder grievances.

In line with the Company’s commitment to strong corporate governance, the Committee operates with transparency,
accountability, and promptness, fostering trust and confidence among investors and stakeholders.

The Stakeholders Relationship Committee comprises of three (3) Independent Directors and one (1) executive Director is
as follows: -

* Mr. Jitendra Kumar Pal resigned from the company with effect from 12^th May, 2025.

Company Secretary acts as the Secretary of the committee.

The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of
the Companies Act, 2013 and applicable Regulation.

One meeting of the Stakeholders Relationship Committee was held during the year to take note of the redressal status of
Investor grievances for the quarters ended 30^th June, 2024 and 30^th September, 2024 and 31^st December, 2024.

The CSR Policy lays down the guiding principles and framework for undertaking CSR initiatives by the Company.

The CSR Committee is responsible for:

Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company.
Recommending the amount of expenditure to be incurred on CSR activities.

Monitoring the implementation of CSR projects and ensuring compliance with statutory obligations.

Reviewing the CSR Policy periodically and suggesting amendments in line with evolving regulatory requirements and
business priorities.

Overseeing transparent reporting of CSR initiatives in the Board’s Report and on the Company’s website.

The Committee was reconstituted on 2^nd September, 2024, with Mr. Nandhagopal Damodaran, Independent Director, being
inducted as a member, bringing valuable expertise and independent oversight to its functioning.

The composition of the CSR Committee is as follows:

Company Secretary acts as the Secretary of the committee

One meeting of the Corporate Social Responsibility Committee was held during the year for the Constitution of CSR
Execution Group consisting of Volunteers Nominated by the company for smoother execution of CSR Activities and to
consider and recommend the Board of Directors CSR Expenditure for FY 2024-25.

e) RISK MANAGEMENT COMMITTEE (RMC)

The Risk Management Committee of the Company was constituted by the Board of Directors, in compliance with
applicable statutory and regulatory requirements. The Committee is entrusted with the responsibility of framing,
implementing, and monitoring a robust risk management framework to safeguard the Company's assets, reputation,
and long-term sustainability.

Its key responsibilities include:

• Identifying existing and emerging risks that may have an impact on the Company’s operations, performance, and
strategic objectives.

• Reviewing the risk management plan periodically to ensure its adequacy, relevance, and effectiveness.

• Monitoring the implementation of mitigation strategies across business functions.

• Evaluating risks that could influence the Company’s medium-term and long-term goals, including operational, financial,
strategic, compliance, environmental, and reputational risks.

Through this proactive approach, the Committee seeks to enhance the Company’s resilience by embedding risk awareness
into decision-making processes and aligning the risk management framework with the Company’s growth strategy.

Further, on 2^nd September, 2024, the Risk Management Committee was reconstituted, with Mr. Nandhagopal Damodaran,
Independent Director, being inducted as a member of the Committee.

The composition of the Risk Management Committee is follows: -

The Company Secretary acts as the Secretary to the Committee.

During the year under review, one meeting of the Risk Management Committee was held to review and deliberate on the
Company’s risk management framework, assess key risk areas, and evaluate mitigation strategies. The Committee also
considered and recommended to the Board measures to strengthen risk monitoring processes and ensure alignment of the
risk management plan with the Company’s strategic and operational objectives for FY 2024-25.

VIGIL MECHANISM POLICY:

In accordance with Section 177(9) of the Companies Act, 2013 and the applicable provisions of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy.
This mechanism enables Directors and employees to report their genuine concerns or grievances, unethical behaviour, or
suspected fraud in a secure and confidential manner, without fear of retaliation.

The Vigil Mechanism provides adequate safeguards against victimisation of individuals who avail of the mechanism and
ensures direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The details of the Vigil Mechanism/Whistle Blower Policy are available on the Company’s website at: www.basilicflystudio.com

CODE OF CONDUCT

In compliance with Companies Act,2013 the Board of
Directors of the Company has laid down a Code of Conduct
(Code) for the Directors and Senior management employees.
The Code is also posted on the Website of the Company at
https://www.basilicflystudio.com/

CODE OF CONDUCT FOR PREVENTION OF INSIDER
TRADING & CODE OF CORPORATE DISCLOSURE
PRACTICES

In accordance with the Securities and Exchange Board of
India (Prohibition of Insider Trading) Regulations, 2015,
as amended from time to time, the Board of Directors
of the Company has adopted the Code of Conduct for
prevention of Insider Trading and the Code of Corporate
Disclosure Practices (Insider Trading Code). All the Directors,
Employees of the Company and their immediate relatives
and other connected persons who could have access to the
Unpublished Price Sensitive Information of the Company, are
governed under this Insider Trading Code. These Codes are
posted on the Company’s website at the web link: https://
basilicflystudio.com/wp-content/uploads/2025/04/Code-of-
Conduct-for-Insider-Trading.pdf

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
a statement showing the names of the top ten employees
in terms of remuneration drawn and names and other
particulars of the employees drawing remuneration in
excess of the limits set out in the said rules, forms part
of this Report. Disclosures relating to remuneration and
other details as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms
part of this Report. Having regard to the provisions of the
second proviso to Section 136(1) of the Act and as advised,
the Annual Report excluding the aforesaid information is
being sent to the members of the Company. Any member
interested in obtaining such information may address their
email to cs@basilicfly.com.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 [14 OF 2013] AND
COMPLIANCE WITH THE PROVISIONS OF MATERNITY
BENEFIT ACT, 1961: :

The Company maintains a policy of zero tolerance towards
sexual harassment and is committed to providing a safe,

respectful, and inclusive work environment for all employees.
In line with the provisions of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 (“the Act”) and the rules framed
thereunder, the Company has adopted a comprehensive
policy on prevention, prohibition, and redressal of sexual
harassment at the workplace.

In compliance with the Act, the Company has constituted
an Internal Complaints Committee (ICC) to address and
redress complaints of sexual harassment in a prompt and
confidential manner. The ICC is empowered to receive and
investigate complaints, recommend corrective actions, and
ensure compliance with the policy framework.

The Company also conducts periodic awareness sessions
and training programs to sensitise employees about the
provisions of the Act, their rights, and the process for
reporting concerns.

During the financial year 2024-25, the complaints details as
per rule 8 of Companies (Accounts) Rules, 2014 is hereunder:

(a) Number of complaints of sexual harassment received in
the year - NIL

(b) number of complaints disposed off during the year - NIL

(c) number of cases pending for more than ninety days- NIL

Number of employees as on the closure of financial year:
382

Male - 353 and Female - 29

The company is in compliance with the provision of Maternity
Benefit Act, 1961.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR
BOARD REPORT.

During the year under review, there was no revision of the
financial statements or the Board’s Report pursuant to
the third proviso to sub-section (1) of Section 131 of the
Companies Act, 2013.

SHARES:

BUY BACK OF SECURITIES:

The Company did not buy back any of its securities during
the year under review.

SWEAT EQUITY:

No Sweat Equity Shares were issued by the Company
during the year under review

BONUS SHARES:

No Bonus shares were issued by the Company during the
year under review.

EMPLOYEES STOCK OPTION PLAN:

The Company did not provide any Stock Option Scheme to
the employees during the year under review.

DEMATERIALISATION OF SHARES

As on 31^st March, 2025, 99.99% of the Company’s shares
are held in dematerialized form. A total of 300 equity shares
continues to be held in physical form.

REGISTRARS AND SHARE TRANSFER AGENTS

Purva Share Registry (India) Private Limited CIN:
U67120MH1993PTC074079

Address:- 9, Shiv Shakti Industrial Estate,

J.R.Boricha Marg Lower Parel (East), Mumbai, 400011,
Maharashtra, India, Telephone No.022-23018261, Email Id:
support@purvashare.com

All matters relating to share transfer, transmission, change
of address, issuance of duplicate share certificates, and
other related activities are handled by the Company’s
Registrar and Transfer Agent (RTA).

Shareholders holding equity shares in physical form are
strongly encouraged to dematerialise their holdings in order
to facilitate easy transferability and to participate in various
corporate actions without restriction.

For assistance in this regard, members may contact the
Company or the Registrar and Transfer Agent, M/s. Purva
Sharegistry (India) Private Limited.

LISTING ON STOCK EXCHANGES:

The Company’s Equity Shares are listed on the National
Stock Exchange (EMERGE) Platform, also known as SME
Platform. Stock Code: Basilic; ISIN: INE0OCC01013.

The Company has paid the listing fee for the financial year
2024-25.

Disclosure in respect of penalty imposed by NSE:

NSE imposed a penalty on the company, the details of which
are:

The penalty was on account of delay in submission of
Statement of Redressal of Investor Grievances for the
quarter ended 31^st March, 2025 by 11 days. The statement
was uploaded in the website on 12^th May 2025 where as the
same should have been submitted on 30^th April, 2025. The
delay in uploading the statement, led to the NSE imposing
a penalty of Rs. 11,000/- plus applicable GST on that.
However, the company has remitted the amount on receipt
of the advise from NSE.

DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE
ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

As of the current date, no shares of the company are held in
Demat Suspense Account or Unclaimed Suspense Account.

STATEMENT OF DEVIATIONS / VARIATIONS:

In compliance with Regulation 32 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, it is confirmed that there have been no deviations or
variations in the utilization of proceeds from the Initial Public
Offering (IPO) of the Company. The funds have been utilized
for the purposes as stated in the offer document.

CREDIT RATING:

The company has not issued any debt instruments and
hence the applicability of Credit Rating is not applicable to
the company.

ANNUAL EVALUATION OF THE BOARD, COMMITTEES,
AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors carried out an
annual evaluation of its own performance, the performance
of its committees, and that of individual Directors, including
Independent Directors.

The evaluation process was conducted based on inputs
received from all Directors on parameters such as the
composition and structure of the Board, the effectiveness
of its processes, the quality and timeliness of information
provided, and the overall functioning of the Board.

The performance of each Committee was evaluated by
the Board after obtaining feedback from the respective

Committee members, taking into consideration factors such
as composition, mandate, effectiveness, and the conduct of
meetings.

A separate meeting of the Independent Directors was held
on 20^th March, 2025 to evaluate the performance of Non¬
Independent Directors, the Board as a whole, and the
Chairman of the Company, after considering the views of
Executive and Non-Executive Directors.

The Board, reviewed the performance of individual Directors
based on criteria including their preparedness for meetings,
meaningful and constructive participation, contribution
to discussions, and overall engagement in Board and
Committee deliberations.

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR
CORRESPONDENCE

Mrs Swati Sharma

Company Secretary & Compliance Officer

Registered Office: TOWER A, KRC COMMERZONE MOUNT
POONAMALLEE ROAD PORUR CHENNAI TN 600116 IN

Phone No. 044 6172 7700

SIGNIFICANT OR MATERIAL ORDERS PASSED BY
REGULATORS / COURTS:

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

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR

ALONGWITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:

During the year under review, no application or proceeding
made by or against the company is pending before any
Adjudicating Authority under the Insolvency and Bankruptcy
Code, 2016 ..

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SUB- SECTION (12) OF SECTION 143
OTHER THAN THOSE WHICH ARE REPORTABLE TO THE
CENTRAL GOVERNMENT:

The company has established a vigil mechanism for directors
and employees to report genuine concerns about unethical
behaviours, actual or suspected fraud etc. It also provides
safe guards against victimization of the Directors/employees
who avail of the mechanism. The company affirms that no
one is denied access to the Audit Committee. The Whistle
Blower Policy in pursuance of provisions of Section 177(10)
of the Companies Act, 2013 and details thereof can be
accessed at the web link https://basilicflystudio.com/wp-
content/uploads/2025/04/Whistle-Blower-Policy.pdf.
During the year under review, there were no complaints
received under this mechanism.

ACKNOWLEDGEMENT:

The Board of Directors expresses its sincere appreciation
to all employees, customers, vendors, investors, and
consultants/advisors of the Company for their dedication,
commitment, and valuable contributions to the Company’s
performance during the year.

The Directors also extend their gratitude to the Government
of India, the Governments of various States, international
authorities, and all concerned Government departments
and regulatory bodies for their continued cooperation and
support.

The Board further acknowledges and values the contribution
of every member of the Company and the support extended
by their families, which has been instrumental in the
Company’s growth and success.

For BASILIC FLY STUDIO LIMITED

BALAKRISHNAN SUNDARAM YOGALAKSHMI

Managing Director Whole-time Director

DIN:06590484 DIN:07323404

Place: Chennai
Date: 28^th August, 2025