The Board of Directors hereby submits the 45th Annual Report on the business and operations of the Company together
with the audited financial statements for the financial year ended March 31st, 2025.

FINANCIAL PERFORMANCE OF THE COMPANY: (Amount in Lakhs)

1. RESULT HIGHLIGHTS:

Our company continues to be actively engaged in Entertainment, Media, and Film Production as its principal business.
I am pleased to report that we have made considerable progress over the past year, despite facing some challenges.

For the financial year ending March 31, 2025, we achieved a Consolidated Profit After Tax of Rs. 3974.14 lakhs, which
is an improvement over the previous year's Consolidated Profit of Rs. 3821.92 lakhs as of March 31, 2024. This growth
underscores the effectiveness of our strategic initiatives and the resilience of our core business operations.

2. DIVIDEND:

The Board the Board of Directors, in its meeting held on June 02, 2025, has recommended a dividend of 10% i.e. Re.
0.20/- per equity shares of the company on face value Rs. 2/- (after sub-division) per fully paid-up equity share of the
company, for the financial year ended March 31, 2025. This dividend proposal is now subject to your approval of
shareholders at ensuing Annual General Meeting to be held on 30.09.2025 , and if dividend approved by the
shareholders at the ensuing Annual General Meeting to be held on 30.09.2025, will be paid within 30 days from the
date of the Annual General Meeting.

In alignment with our commitment to creating value for our shareholders, this dividend reflects our confidence in the
company's financial stability and future growth prospects.

Our company adheres to a well-defined Dividend Distribution Policy, which is in compliance with Regulation 43A of
the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
("LODR"). This policy ensures transparency and consistency in the distribution of profits to our shareholders. For more
details, the Dividend Distribution Policy is available on our company's website at www.rnfo@ainvest.co.rn.

Unclaimed Dividend:

Section 124 of the Companies Act, 2013 mandates that companies transfer dividend that has been unclaimed for a
period of seven (7) years from the unpaid dividend account to the Investor Education & Protection Fund (IEPF). In
accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within seven
years, will be transferred to the IEPF

Details of Unclaimed Dividend as on 31.03.2025:

Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund:

In accordance with the provisions of Sections 124 and other applicable provisions, if any, of the Act, read with the
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter
referred to as "IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in
force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to
the Unpaid Dividend Account and all shares in respect of which dividend has not been paid or claimed for seven
consecutive years or more is required to be transferred to the Investor Education and Protection Fund ("IEPF")
maintained by the Central Government.

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3. BOARD OF DIRECTORS:

The composition of the Board during the year has been in full compliance with the provisions of Regulation 17 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well
as the Companies Act, 2013. This ensures that our governance framework remains robust and in alignment with
regulatory requirements.

Under the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the
Company, Mr. Sanjeev Joshi (DIN:01131895 ) retires by rotation at the forthcoming Annual General Meeting and, being
eligible, offers himself for re-appointment. The proposal regarding his re-appointment is placed for before
Shareholders for approval

Necessary information under the SEBI Listing Regulations and Secretarial Standard 1 (SS-1) issued by the Institute of
Company Secretaries of India (ICSI) regarding directors to be appointed and re-appointed at the forthcoming Annual
General Meeting is given in the Annexure to the Notice convening the Annual General Meeting

None of your Company's directors is disqualified from being appointed as directors, as specified in Section 164(1) and
Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

4. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:

The Company has received declarations from all the Independent Directors confirming that they meet with the criteria
of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations.
There has been no change in the circumstances affecting their status as Independent Directors of the Company and in
the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing
Regulations and are independent of the management.

Mr. Sandeep Kumar Sahu, Mrs. Rekha Agarwal, Mr. Vinesh Keshrimal Shah , the Independent Directors of our
company, have confirmed their compliance with all the conditions of Independent Directorship as specified in sub¬
section (6) of Section 149 of the Companies Act, 2013, along with the associated rules and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015. The Board has duly noted these confirmations.

Moreover, in accordance with the requirements of the Companies Act, 2013, all our Independent Directors are
registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA).

Their adherence to these statutory requirements underscores our commitment to maintaining the highest standards of
governance and transparency. The Board recognizes the invaluable contributions of our Independent Directors and
their ongoing dedication to the company's success.

5. FORMAL ANNUAL EVALUATION:

Under the provisions of the Act and SEBI Listing Regulations, the Independent Directors evaluated the performance
of the Board as a whole, as well as the Chairman and the Non-Independent Directors. This exercise was carried out
following the Company's Nomination and Remuneration Policy within the framework of applicable laws

The Board carried out an annual evaluation of its performanceand also evaluated the working of its committees and
individual directors, including the Chairman of the Board. The performance evaluation of all the directors was carried
out by the Nomination and Remuneration Committee. The questionnaire and the evaluation process were reviewed in
line with the SEBI guidance note on Board evaluation dated 5th January 2017 and suitably aligned with the
requirements.

The purpose of the Board's evaluation is to achieve consistent improvements in the Company's governance at the
Board level with the participation of all concerned in an environment of harmony. The Board acknowledges its
intention to establish and follow 'best practices' in Board governance to fulfil its fiduciary obligations to the Company.
The Board believes that the evaluation will lead to a closer working relationship among Board members, greater
efficiency in using the Board's time, and increased effectiveness as a governing body.

The Annual Performance Evaluation process has been designed in such a manner which helps to measure effectiveness
of the entire Board, its Committees, Chairperson and Individual Directors. Such processes help in ensuring overall
performanceof the Board and demonstrates a high level of Corporate Governance Standards.

Considering the Company's success in most spheres and the value delivered to all its stakeholders, the Directors have
been diligent, sincere, and consistent in performing their duties. The Directors expressed their satisfaction with the
evaluation process.

6. DIRECTORS' APPOINTMENT AND REMUNERATION POLICY:

The Company is committed to maintaining transparency and adherence to best practices in the appointment and
remuneration of Directors. Our policies regarding Directors' appointment and remuneration, including the criteria for
determining qualifications, positive attributes, and the independence of Directors, are aligned with the provisions of
Section 178(3) of the Act and the SEBI Listing Regulations, PSIL has a Nomination and Remuneration policy in place.
These policies have been carefully crafted and adopted by the Board to ensure that we attract and retain highly
qualified individuals who contribute positively to the Company's success.

These policies are available for review on our company's website via this link: www.ainvest.co.in.

Furthermore, I would like to affirm that the remuneration paid to our Directors is fully compliant with the terms laid
out in the Nomination and Remuneration Policy of the Company. This policy is designed to ensure fairness and
alignment with both the strategic objectives of the Company and the expectations of our stakeholders.

We believe that our approach to Directors' appointment and remuneration continues to uphold the highest standards
of governance and supports the long-term success of the Company.

7. TRAINING AND ORIENTATION FOR INDEPENDENT DIRECTORS:

Company has place a strong emphasis on ensuring that our Independent Directors are well-equipped to fulfill their
roles effectively. Every new Independent Director who joins our board participates in a comprehensive orientation
program designed to familiarize them with the company's strategy, operations, and functions. During this program,
our Executive Directors and senior managerial personnel present detailed overviews of the company's strategy,
operations, product and service offerings, markets, software delivery, organizational structure, finance, human
resources, technology, quality management, facilities, and risk management practices.

In addition to the initial orientation, the company also organizes specialized workshops for the benefit of our Directors
and Independent Directors. These workshops have covered crucial topics such as:

• How to review, verify, and study financial reports,

• Corporate Governance practices,

• Provisions under the Companies Act, 2013,

• SEBI Insider Trading Regulation, 2015.

These programs are designed to enhance the Directors' understanding of their responsibilities and to ensure that they
remain well-informed about the latest regulatory and governance practices.

8. CORPORATE GOVERNANCE:

In line with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we have
dedicated a separate section in this Annual Report to outline the Corporate Governance practices followed by the
Company. This section provides a detailed account of our adherence to governance standards and practices that
uphold transparency, accountability, and ethical conduct, Corporate Governance Report is annexed herewith as
Annexure - XI

Additionally, we have included a certificate from a Statutory Auditors of the company annexed in the Board Report as
Annexure - VIII confirming our compliance with these regulations. This certificate serves as an affirmation of our
commitment to maintaining the highest standards of corporate governance.

We believe that strong governance practices are fundamental to building and sustaining trust with our stakeholders
and ensuring the long-term success of the Company.

9. DIRECTORS:

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Sr. No. Directors Designation Date of Date of

Appointment Resignation

1. Mr. Kumar Mangat Pathak Managing Director 31-12-2018 NA

2. Mr. Abhishek Pathak Executive Director 31-12-2018 NA

3. Mr. Sanjeev Joshi Executive Director 05-07-2022 NA

4. Mr. Sandeep Kumar Sahu Non-Executive Independent Director 29-12-2021 NA

5. Mrs. Rekha Agarwal Non-Executive Independent Director 29-12-2021 NA

6. Mr. Vinesh Keshrimal Shah Non-Executive Independent Director 06-09-2024 NA

7. Mr. Ravindra Appa Auti Chief Financial Officer (CFO) 31-12-2018 NA

8. Mr. Yatin Vilas Chaphekar Company Secretary (CS) 05-12-2023 NA

10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

Seven (08) meetings of the Board of Directors were held during the financial year 2024-2025. The details of which are
given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any
two meetings was within the period prescribed by the Companies Act, 2013. These were held on the following dates
are as 31^st May, 2024, 03^rd June, 2024, 28^th June, 2024, 14^th August 2024, 06^th September 2024, 15^th November 2024, 03^rd
December 2024 and 13^th February 2025.

11. COMMITTEES OF THE BOARD:

The Board Committees play a crucial role in the governance structure of the Company. All the committees of the
Company have been constituted to deal with specific areas/activities as mandated by applicable regulations, which
concern the Company and need a closer review.

Committees are a sub-set of the board, deriving their authority from the powers delegated to them by the board. The
boards were enabled to delegate its authority to committees under the Companies Act, 1956.

However, with the raising of the benchmark of corporate governance, the Companies Act, 2013 prescribes the
constitution of certain additional committees. On similar lines, the revised Clause 49 of the Listing Agreement also
requires listed entities to constitute these committees.

The following statutory Committees constituted by the Board function according to their respective roles and defined
scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee, and

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held for respective Committees are given in the
Report on Corporate Governance, which forms a part of this Annual Report.

The Company has adopted a Code of Conduct for its employees including the Managing Director. In addition, the
Company has adopted a Code of Conduct for its Non-Executive Directors which includes Code of Conduct for
Independent Directors, which suitably incorporates the duties of Independent Directors as laid down in the Act.

12. MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN CONDUCTED BY THE BOARD O]
ITS OWN PERFORMANCE, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS:

The annual evaluation process of the Board of Directors, individual Directors, and Committees was conducted i
accordance with the provisions of the Companies Act and the Listing Regulations.

The Board's performance was evaluated after seeking input from all Directors, based on criteria such as boar
composition and structure, the effectiveness of board processes, information flow, and overall functioning.

The performance of the Committees was assessed by the Board after obtaining input from committee members
focusing on criteria such as the composition of committees and the effectiveness of committee meetings. These criteri
were broadly aligned with the guidance note on board evaluation issued by the Securities and Exchange Board of Indi
(SEBI) on January 5, 2017.

The Chairman of the Board held one-on-one meetings with the Independent Directors (IDs), while the Chairman of th
Nomination and Remuneration Committee (NRC) conducted similar meetings with Executive and Non-Executive
Non-Independent Directors.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board a
a whole, and the Chairman of the Company was evaluated, taking into account the views of the Executive Directo
and Non-Executive Directors (NEDs).

The NRC reviewed the performance of individual Directors based on criteria such as their contribution to Board an
committee meetings, preparedness on issues to be discussed, and meaningful and constructive input during meetings
The overall performance of the Board was also discussed in the subsequent Board meeting.

The evaluation process reinforced the Board's confidence in the Company's ethical standards, the cohesiveness amon;
Board members, the Board's and management's flexibility in navigating various challenges, and the openness of th
management in sharing strategic information with the Board.

13. CHANGE IN DIRECTORS AND KMP DURING THE YEAR:

During the year under review, there have been no changes in the composition of the Board of Directors or the Key
Managerial Personnel (KMP):

14. DISCLOSURE BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from each independent director under Section 149(7) of the
Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies
Act, 2013 and specified under Regulation 16(1) (b) of the LODR Regulation, 2015 in respect of their position as an
"Independent Director" of Company.

Pursuant to the provisions of Section 134 of the Companies Act, 2013 with respect to the declaration given by the
Independent Director of the Company under Section 149(6) of the Companies Act, 2013, the Board hereby confirms
that all the Independent Directors have given declarations and further confirms that they meet the criteria of
Independence as per the provisions of Section 149(6) read with SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.

15. INDEPENDENT DIRECTORS DECLARATIONS:

In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant
expertise and experience.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not a promoter of the Company or its holding, subsidiary or associate company;

2. They are not directors in the company, its holding, subsidiary (Except the position of Independent Director on board
of Material Subsidiary as per the requirements of applicable regulations and laws) or associate company.

3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or Associate
company, or their promoters, or directors, during the two immediately preceding financial years or during the
current financial year;

4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the
Company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent.
or more of its gross turnover or total income or fifty lakhs rupees or such higher amount as may be prescribed,
whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives —

• holds or has held the position of a key managerial personnel or is or has been employee of the company or its
holding, subsidiary or associate company in any of the three financial years immediately preceding the financial
year in which he is proposed to be appointed;

• is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the
financial year in which he is proposed to be appointed, of a firm of auditors or company secretaries in practice or
cost auditors of the company or its holding, subsidiary or associate company; or

16. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

• As Company has declared its First dividend in FY 2023-2024 and no need to transfer its unpaid dividend to investor
education and protection fund seen 7 Year has not been pass from the date of declaration. The provisions of Section
125(5) of the Companies Act, 2013 do not apply on the company.

17. RESERVES:

During the financial year 2024-25, The Board of Directors has decided to retain to transfer a certain amount to our
reserves. "In line with the Company's prudent financial management practices, an amount of Rs.17,566.15 (Figure
in lakhs) In has been transferred to the General Reserve during the year. This transfer reflects the Company's strong
operational performance and commitment to maintaining a robust financial foundation for future growth."

"The Company continues to maintain a strong balance sheet with healthy reserves. During the year, Rs. Rs.17,566.15
(Figure in lakhs) was appropriated to the General Reserve from the current year's profits. This move not only
reinforces the Company's internal financial strength but also ensures greater resilience against future uncertainties
and economic cycles."

"Our disciplined approach to capital allocation is evident in the consistent reinforcement of our reserves. The
transfer of Rs. 17,566.15 (Figure in lakhs) to reserves this year signifies our long-term focus on sustainability and
shareholder value creation."

18. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S
AFFAIR:

Panorama Studios International, with its subsidiaries and associates, is a diversified film studio with various business
segments such as Production, Distribution, Music Label, Talent Management, Advertisement, Syndication,
Equipment rental and Line production.

Panorama Studios stands as a powerhouse in the Indian film industry, offering a comprehensive array of film related
verticals under a single roof. With a diverse portfolio encompassing Project Development, Production, Post¬
production, Distribution, Music, Equipment Rental and Publicity design, Panorama Studio is a one-stop destination
for all things cinema.

Notably, Panorama is the Studio which is operating successfully in the given six major verticals, making it a
formidable player in the realm of filmmaking Founded by Kumar Mangat Pathak, the company has established itself
as a prominent producer of Bollywood films in India.

Throughout the year, Panorama Studios International Limited continued to strengthen its position in the industry,
focusing on delivering high-quality entertainment content.

19. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company does not change the nature of business of company as the company engaged in the business of
Entertainment, Film Distribution, Media and Film Production business during the financial year.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

No material changes and commitments which can affect the financial position of the company occurred between the
end of the financial year of the company and the date of this report.

Internal Financial Control and Its Adequacy.

In compliance with the provisions of the Companies Act, 2013, and to ensure the integrity and reliability of financial
reporting, the Board of Directors has adopted the following policy on Internal Financial Control (IFC) and its
adequacy.

The Board has adopted robust policies and procedures to ensure the orderly and efficient conduct of the Company's
business operations. These measures include:

Accuracy and reliability of financial reporting
Compliance with applicable laws and regulations
Safeguarding of assets

Prevention and detection of frauds and errors
Efficient and effective operations

This policy applies to all departments and functions within the organization and encompasses all financial
transactions and reporting processes.

21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

The company has two subsidiary companies (Panorama Studios Private Limited and Panorama Music Private
Limited) and two Limited Liability Partnership (LLP) as on 31ST March 2025 Panorama Studios Private Limited is
the material subsidiary of Panorama Studios International Limited w.e.f. 31^st March, 2019, as its transactions during
the year were exceeds 10% of the consolidated net worth of Panorama Studios International Limited in immediately
preceding accounting year.

In accordance with Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company
and all its subsidiaries, associates and joint ventures has been prepared and this forms part of the Integrated Report.
Further, the report on the performance and financial position of each subsidiary, associate and joint venture and
salient features of their Financial Statements in the prescribed Form AOC-1 is annexed to this Report as Annexure -
1 in this Board's Report.

In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with
the SEBI Listing Regulations the audited Financial Statements, including the consolidated financial statements and
related information of the Company and financial statements of the subsidiary companies are available on the website
of the Company at www.ainvest.co.in,www.panoramastudios.in .

22 DEPOSITS:

During the year under review, the Company has not accepted any deposits from public in terms of the Companies
Act, 2013. Further, no amount on account of principal or interest on deposits from public was outstanding as on the
date of the balance sheet.

23. STATUTORY AUDITORS:

Members of the Company at the AGM held on September 30th, 2024, approved the appointment of M/s. S I G M
A C & CO FRN - 116351W Peer Reviewed Firm of Mumbai as a Statutory Auditors of the company to hold the
office from the conclusion of the 44th Annual General Meeting until the conclusion of the 49th Annual General
Meeting of the Company to be held in the year 2029 at such remuneration plus applicable taxes and reimbursement
of out-of-pocket expenses in connection with the Audit as may be mutually agreed between the Board of Directors
of the Company and the Auditors." The Auditors has audited the financials of the company for the financial year
2024-25.

The report of the Statutory Auditor forms part of this Integrated Report and Annual Accounts 2024-25. The said
report does not contain any qualification, reservation, adverse remark or disclaimer.

24. SECRETARIAL AUDITORS:

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable
provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5
years commencing FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other
applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the
SEBI Listing Regulations.

SECRETARIAL AUDIT REPORT

Nitesh Chaudhary & Associates, Practicing Company Secretary, Mem. No. F-10010; COP-16275, a peer review
certificate no. 2008/2022 , was appointed as Secretarial Auditor of your Company to conduct a Secretarial Audit of
records and documents of the Company for F.Y. 2025. The Secretarial Audit Report confirms that the Company has
complied with the provisions of the Act, Rules, Regulations and Guidelines and that there were no deviations or non¬
compliances except the following observations. The Company is required to annex to the Board's Report, the
Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice, The Secretarial Audit
Report is Annexed herewith as Annexure - IV (Panorama Studios International Limited) and Secretarial Audit Report
is Annexed herewith as Annexure - IV (A) for material subsidiary (Panorama Studios Private Limited).

During the course of audit, Secretarial Auditor observed the following non-compliances and management
clarification on the Observations:

1. Non-compliance under Regulation 33 of SEBI (LODR) Regulations, 2015:

o Issue: The Company delayed submitted the audited financial results for the quarter and year ended
on 31^st March 2024 within the stipulated time frame, it was submitted on 31^st May, 2024 instead of
30^th May 2024 there was a delay of 1 day.

o Penalty: BSE Ltd. (the Stock Exchange) has imposed a penalty of Rs.5,900/- including GST on the
Company.

2. Non-compliance under Regulation 19(1)/19(2) of SEBI (LODR) Regulations, 2015:

o Issue: The Company has also received notice of non-Compliance under Regulation 19(1) /19(2) Non¬
compliance with the constitution of nomination and remuneration committee.

o Penalty Impose : BSE Ltd. (the Stock Exchange) has imposed a penalty of Rs.33040/- including GST
on the Company.

o Action taken : The Company has informed us that the company has filed Clarification to BSE on
28.03.2025 and also filed waiver application in this regard to BSE on 07.04.2025 The total fine levied
on company is Rs.33040 The waiver Application fees paid by the company is Rs.11800/-Including
GST , however this waiver application is still pending with BSE.

Management's Clarification:

1. Non-compliance under Regulation 33 of SEBI (LODR) Regulations, 2015: Regarding the delay in the
submission of the financial results under Regulation 33 of SEBI (LODR) Regulations, 2015, the management
has provided the following clarification:

• Reason for Delay: The delay was due to Chief Financial Officer of the Company is not available for the
meeting due to unavoidable situations and therefore the Board of Directors of the Company has adjourned
the meeting. This caused a delay of one day in the submission of the Audited Financial results for the quarter
and year ended 31st March, 2024.

• Action Taken: The Company paid the penalty of ?5,900/- including GST. The management has confirmed
that there were no further actions taken beyond the payment of this penalty.

2. Non-compliance under Regulation 19(1)/19(2) of SEBI (LODR) Regulations, 2015: Regarding received
notice of non-Compliance under Regulation 19(1)/19(2) Non-compliance with the constitution of nomination
and remuneration committee of SEBI (LODR) Regulations, 2015, the management has provided the following
clarification:

• Reason for Delay: There is no delay the company has filed Clarification on 28.03.2025 in that they mention
that Mr. Anant Chourasia (DIN: 09305661) Non-executive Independent director of the company has resign
from office of Directors w.e.f from 01.08.2024, however as per the provision of Regulation 19(2) chairperson
of the listed entity, whether executive or non-executive, may be appointed as a member of the Nomination
and Remuneration Committee and shall not chair such Committee, as per the provision and to fill the gap of
composition of committee the company appointed Mr. Kumar Mangat Rajaram Pathak (Chairman and
Managing director) of the company as member of Nomination and remuneration committee, further the
company has appoint Mr. Vinesh Keshrimal Shah (DIN: 01435818) who has appointed as independent
director of the company on 06th September 2024 appointed him as member of Nomination and remuneration
committee and filed the reconstitution of committee on bse dated 15.11.2024 till the appointment of Mr.
Vinesh Keshrimal Shah (DIN: 01435818) as member of committee , Mr. Kumar Mangat Rajaram Pathak
Chairman and Managing director of the company acted as member of committee however the company
while filing of Corporate governance report for the month of December 2024 file only the appointment of Mr.
Vinesh Keshrimal Shah (DIN: 01435818) as member of committee w.e.f 15.11.2024 apart from clarification the
company has filed waiver application in this regard to BSE on 07.04.2025 The total fine levied on company is
Rs.33,040/- The waiver Application fees paid by the company is Rs.11,800/-Including GST , however this
waiver application is still pending with BSE .

• Action Taken: the company has filed waiver application in this regard to BSE on 07.04.2025 Application fees
paid by the company is Rs.11,800/-Including GST .

Ramesh Chandra Bagdi, Proprietor of Ramesh Chandra Bagdi & Associates M. No. F8276, C. P No. 2871, PR No:
1560/2021, was appointed as Secretarial Auditor of Panorama Studios Private Limited "PSPL", material Subsidiary
of the Company to conduct a Secretarial Audit of records and documents of the "PSPL", material Subsidiary for F.Y.
2025. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules,
Regulations and Guidelines and that there were no deviations or non-compliances except the following observations.
The Secretarial Audit Report is Annexed herewith as Annexure - IV (A) (Panorama Studios Private Limited) i.e.
material subsidiary.

During the year below observation is find by the Practicing Company Secretaries appointed for these subsidiaries
along with management comments and clarifications:

The Company has not filed Form DPT -3 in respect of the financial year ended 31.03.2024. The Company has not filed
form MGT - 14 for and Board resolution passed for appointment of secretarial auditor.

Reply: The Company admitted to complying with this regulation henceforth.

The Company has not complied with the provisions of section 186 of the act.

Reply: The Company is in the process of regularising the loans given to the related parties and other parties.

The Company has not appointed Independent Directors as required under section 149 (4) of the Act. The Constitution
of Audit Committee and Nomination Remuneration Committee are not as per requirement of Section 177 and 178 of
the Act.

Reply: The Company is in process of appointing the Independent Directors as required under the Companies Act,
2013 (Act). Post appointment of Independent Directors, the Company will reconstitute the Audit Committee and
Nomination Remuneration Committee as per requirement of Section 177 and 178 of the Act

Systems and Compliance:

Your Company has devised and implemented proper systems to ensure compliance with all applicable Secretarial
Standards issued by the Institute of Company Secretaries of India. These systems are deemed adequate and are
operating effectively.

It Means That your company has establish an operational framework that ensures adherence to the mandatory
governance practices laid out by the Institute of Company Secretaries of India (ICSI) Such as:

SS-1: Meetings of the Board of Directors
SS-2: General Meetings

Proper System Includes:

Documented policies and SOPs: For issuing meeting notices, recording minutes, maintaining registers, quorum rules,
and item numbering

Automated reminders and agendas: To ensure statutory timelines are met (e.g., issuing notices, circulating agendas,
announcing meeting time / place).

Minute -taking protocols: Specifying contents like start/end times, venue, attendance, and proper signatures as
required under SS-1/SS-2

Register maintenance: Up-to-date attendance registers, statutory registers, membership, directorship, etc., preserved
as per SS-1 and SS-4

Validation: Adequacy & Effectiveness

Audits: Regular secretarial audits, often by a practicing Company Secretary, assess compliance with SS-1 and SS-2,
as part of financial-year reporting.

Board reviews: Directors typically confirm —via board resolutions— that systems are adequate and functioning
throughout the year.

Remedial actions: Where gaps are found-like missing signatures, unnumbered minutes— corrective steps are
adopted swiftly, reducing risks such as statutory penalties from ROC.

Conclusion:

Despite the noted observations, the Company has taken corrective actions where necessary. The management has
addressed the identified issues, and the overall compliance status remains satisfactory. The systems in place for
compliance with Secretarial Standards are robust and effective.

We appreciate the cooperation extended by the management and staff during the audit.

25. INTERNAL AUDITOR:

ANPM & Co. LLP, Chartered Accountants, (FRN. W100264) who was appointed as an Internal Auditor of the
Company from the financial year 2024-25 to up to 2026-27 has submitted a report based on the internal audit
conducted during the year under review.

26. COST AUDITORS:

Appointment of Cost Auditor is not applicable to the Company. Hence, the company has not appointed any Cost
Auditor and cost accounts and records are not required to maintain by the company.

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of
frauds committed in the company by its officers or employees, to the Audit Committee under Section 143(12) of the
Act details of which needs to be mentioned in this Report.

27. GOODS AND SERVICE TAX:

The Goods and Services tax (GST) is a significant reform in the tax structure of the country in the national market for
goods and services and is expected to have a favourable impact on the economy in spite of the implementation
challenges, the company has registered itself in Goods and Services tax (GST). The GST Number of company
27AAMCA9685Q1ZG.

28. CHANGE IN THE SHARE CAPITAL:

The changes in the company's capital structure during the year under review:

1. Authorized Share Capital: There were changes in the Authorized Share Capital of the Company due to sub
division of equity shares from the face value of Rs.10 Per share to Rs. 2 Per share.

2. Sub Division of Equity Shares: pursuant to the Sub division of Equity Shares of the Company, all the
Authorized, Issued, Subscribed and Paid up Equity Shares of face value of Rs. (Rupees Ten Only) each
existing on the record date to be fixed by the Board of Directors of the Company (which shall include any
Committee thereof), shall stand sub divided into 05 (Five) Equity Shares of face value of Rs. 2/--(Two Rupee)
each fully paid up. The details are as given below.

3. Paid-Up Capital Changes:

Due to Following Event Paid-Up Share capital of the company has been change in financial Year 2024-2025

• The change in paid-up capital as on May 24, 2024, due to allotment of Equity shares pursuant to
conversion of warrants in to Equity Shares, as the warrant holders exercised their rights of conversion
of their 3,76,000 equity warrants into equity shares, the Company allotted 3,76,000 equity shares to
warrant holders who paid the balance 75% of the issue price (Rs. 205.50 per share) for converting
their warrants into equity shares.

• The change in Paid-up share capital of the company again change on July 02,024, due to sub-division
of equity shares from the face value of Rs.10/- per share to Rs. 2/- per share, The shareholder of the
company has approve the Sub-division of Equity Shares of the Company due to that all the
Authorized, Issued, Subscribed and Paid-up Equity Shares of face value of Rs. 10/- (Rupees Ten
Only) each existing on the record date to be fixed by the Board of Directors of the Company (which
shall include any Committee thereof), shall stand sub-divided into 05 (Five) Equity Shares of face
value of Rs. 2/-(Two Rupee) each fully paid up.

• The change in Paid-up share capital of the company on November 04^th and November 11^th 2024 due
to warrant holders to exercise their rights of conversion of their 2,50,000 equity warrants into equity
shares and 2,15,000 equity warrants into equity shares, the Company allotted 12,50,000 and 10,75,000
Issued of Rs. 2/- face value Pursuant to conversion of Warrants into Equity Shares equity shares to
warrant holders who paid the balance 75% of the issue price (Rs. 205.50 per share) for converting
their warrants into equity shares .

4. Conversion of Warrants During the Year:

• On May 24, 2024, the Company allotted 3,76,000 equity shares to warrant holders who paid the
balance 75% of the issue price (?205.50 per share) for converting their warrants into equity shares.

The Preferential Allotment Committee approved the conversion of 3,76,000 Warrants (Equity
Convertible Warrants) into 3,76,000 equity shares of Rs. 10/- each face value fully paid up, at a price
of Rs. 274/- per share including premium of Rs. 264/- per share, upon receipt of warrant conversion
exercise amount i.e. 75% (Rs. 205.50/- per warrant) and conversion application by warrant holders,
the committee 3,76,000 equity shares pursuant to conversion of warrants in ratio of 1 warrant
converted into 1 equity shares, as per terms approved by shareholders through resolution passed in
the EOGM held on 24th January, 2024 and SEBI Guidelines for Preferential Issue.

• On November 04, 2024, the Company allotted 12,50,000 equity shares to warrant holders who paid
the balance 75% of the issue price (Rs. 205.50 per share) for converting their warrants into equity
shares:

The Preferential Allotment Committee approved the conversion of 250,000 Equity Convertible
Warrants of face value Rs. 10/- each, originally issued at a price of Rs. 274/- per warrant (including
a premium of Rs. 264/- each), into 12,50,000 equity shares of face value Rs. 2/- each, fully paid up.
This conversion was carried out upon receipt of the warrant conversion exercise amount (75% of the
issue price, equivalent to Rs. 205.50 per warrant), the committee allotted 12,50,000 equity shares
pursuant to conversion of warrants in ratio of 1 warrant of Rs. 10/- face value converted into 5 equity
shares of Rs. 2/- face value, as per the terms previously approved by the Board and shareholders
through resolutions passed at the EOGM held on January 24, 2024, and subsequent approval on July
2, 2024, for sub-division of the face value of equity shares from Rs. 10/- each to Rs. 2/- each, in
compliance with SEBI Guidelines for Preferential Issues.

• On November 11, 2024, the Company allotted 10,75,000 equity shares to warrant holders who paid
the balance 75% of the issue price (Rs. 205.50 per share) for converting their warrants into equity
shares:

The Preferential Allotment Committee approved the conversion of 2,15,000 Equity Convertible
Warrants of face value Rs. 10/- each, originally issued at a price of Rs. 274/- per warrant (including
a premium of Rs. 264/- each), into 10,75,000 equity shares of face value Rs. 2/- each, fully paid up.
This conversion was carried out upon receipt of the warrant conversion exercise amount (75% of the
issue price, equivalent to Rs. 205.50 per warrant), the committee allotted 10,75,000 equity shares
pursuant to conversion of warrants in ratio of 1 warrant of Rs. 10/- face value converted into 5 equity
shares of Rs. 2/- face value, as per the terms previously approved by the Board and shareholders
through resolutions passed at the EOGM held on January 24, 2024, and subsequent approval on July
2, 2024, for sub-division of the face value of equity shares from Rs. 10/- each to Rs. 2/- each, in
compliance with SEBI Guidelines for Preferential Issues.

This summary reflects the capital restructuring activities involving equity share allotments Pursuant
to conversions of warrant during the period under review.

5. Utilisation of the Proceeds from Preferential Issue of Equity Share Pursuant to Convertible Warrants:

The company has received two warrant conversion requests on November 04, 2024 and on November 11, 2024
accordingly the company has filed Statement of Deviation or Variation for the quarter ended 31^st December 2024 on
BSE:

The utilizations of funds raised have been mentioned hereunder:

29. SWEAT EQUITY, BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:

During the year under review, the Company has not issued any sweat equity shares or bonus shares. Further, the

Company has not granted any stock options or implemented any stock option schemes for its employees.

30. MAJOR EVENTS AND CHANGES DURING THE YEAR:

During the year under review, major events occurred during the F.Y. 2024-2025 as under:

• During the year the company has taken the approve of shareholders of the company for sub-division of equity
shares from the face value of rs.10/- per share to Rs. 2/- per share in its extra ordinary General Meeting dated
July 02, 2024 accordingly the consent of member of company is granted to company for sub dividing the Equity
Shares of the Company, such that Equity Share having nominal value of Rs.10/-(Rupees Ten Only) be sub¬
divided into 05 (Five)Equity Shares face value of Rs. 2/-(Rupee Two Only) each fully paid-up.

• During the year the company has purchase its own office premises situated at Unit No 2202, 2203 and 2204 on
22th Floor in a building knows as "Signature" CTS N0. 737/9/1,2A/1,A, Village Oshiwara, Andheri West,
Mumbai -400058 and shifting from From its existing Registered Office address: office No. 1003 & 1004, 10th
Floor (West Side), Lotus Grandeur, Off Veera Desai Road, Andheri (W), Mumbai: 400053 To Unit No. 2202, 2203,
2204, Signature, Off Veera Desai Road, Andheri (W) Mumbai - 400053 with effect from 04th December, 2024.

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The provisions of Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014,
relating to conservation of energy and technology absorption, are not applicable to the Company during the year
under review.

A) Foreign Exchange Earning and Outgo.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR):

CORPORATE SOCIAL RESPONSIBILITY (CSR) provisions are applicable on the Company for F.Y. 2024-25, as per
the profitability and size of company, the company has complied with the requirements of provisions of CSR, Driven
by a deep sense of responsibility and compassion, PSIL has embraced strategic initiatives focused on empowering
communities under its CSR Philosophy. From environmental stewardship to fostering social inclusion, from
promoting education to facilitating vertical social mobility, PSIL CSR initiatives are committed to create a positive
and lasting impact in the communities we serve.

At Panorama Studios International limited, we believe that true growth is meaningful only when it is shared.
Through our CSR initiatives, we strive to create a lasting impact on communities and contribute to a brighter, more
inclusive future.

PSIL's CSR initiatives are governed by a board-driven policy aligned In accordance with the provisions of Section
135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the
Company has constituted a Corporate Social Responsibility (CSR) Committee and adopted a CSR Policy outlining
the framework for undertaking CSR activities in line with the areas specified under Schedule VII of the Act.

The CSR policy of the Company provides guidelines for the selection, implementation and monitoring of activities
as well as for CSR planning, budgeting, impact assessment of CSR interventions.

PSIL remains committed to contributing proactively and positively to an equitable and developed future for all its
stakeholders

As part of our CSR initiatives, the Company has formulated a CSR Policy, which is available on the Company's
website at the following link: https://www.ainvest.co.in/investors.html#para8.pdf. This policy has been developed
in accordance with the provisions of the Companies Act, 2013, and the relevant rules.

The Annual Report on the CSR activities for the financial year 2024-25 is annexed herewith as Annexure - XII to this
report.

33. ORDER OF COURTS:

The Company is not subject to any legal proceedings or claims that would have a material or adverse effect on its
going concern status, operations, or financial condition.

34. SECRETARIAL STANDARDS:

During the period under review, the Company has complied with the applicable Secretarial Standards notified by
the Institute of Company Secretaries of India. The Company has also undertaken an audit for FY 2024-25, in line with
SEBI circular no. CIR/CFD/CMD/l/27/2019 dated 8^th February 2019, for all applicable compliances, in line with the
SEBI Listing Regulations and circulars/guidelines. The Annual Secretarial Compliance Report will be submitted to

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Workplace Harassment and Maternity Benefit Disclosures:

Pursuant to the Companies (Accounts) Second Amendment Rules, 2025, and in compliance with Section 134 of the
Companies Act, 2013, the Company provides the following disclosures regarding workplace harassment and
maternity benefits:

i) . Prevention of Sexual Harassment (POSH) at Workplace:

No such cases were filed during the financial year 2024-25 under sexual harassment of women at workplace
(Prevention, Prohibition & Redressal) Act, 2013. Exide ensures a safe, respectful and inclusive workplace, especially
for women, through a clear Sexual Harassment Redressal Policy that provides accessible, fair and confidential
complaint resolution. The key features are: Zero Tolerance Approach , Gender-Neutral Scope , Protection Against
Retaliation, Confidentiality Assurance In addition of the above the company has constituted "Internal Complaints
Committee" as per Section 4 of the sexual harassment of women at workplace (Prevention, Prohibition & Redressal)
Act, 2013.

A. Number of complaint filed during the financial year 2024-25: NIL

B. Number of complaint disposed during the financial year 2024-25: NIL

C. Number of complaint pending as on end of the financial year 2024-25: NIL

ii) . Compliance with the Maternity Benefit Act, 1961:

The Company confirms that it has complied with all provisions of the Maternity Benefit Act, 1961, including payment
of maternity leave, medical benefits, and other entitlements to eligible employees during the year.

The Board affirms its commitment to creating a safe, respectful, and supportive workplace environment for all
employees, and continuous efforts are made to strengthen policies and awareness programs in line with applicable
laws and best practices.

36. CODE OF CONDUCT:

We follow a comprehensive Code of Conduct that articulates expected standards of behaviour across the workplace.
It outlines the principles and standards that guide our leadership team and employees in their day-to-day operations.
The key features are: Compliance with Laws and Policies, Conflict of Interest Management Anti-Corruption and Fair'
Competition, Public and Social Media Communication, Reporting and Disciplinary Action.

The Board of Directors has approved a Code of Conduct that is applicable to all members of the board and employees
in their day-to-day business operations. The Company upholds a policy of "Zero Tolerance" against bribery,
corruption, and unethical behavior in any form. The Board has established directives to counter such actions
effectively. The Code of Conduct is available on the Company's website at www.ainvst.co.in.

This code outlines the standard procedures for business conduct that directors and designated employees are
expected to follow in their dealings, particularly concerning integrity in the workplace, business practices, and
interactions with stakeholders. It provides guidance through examples on the expected behaviour of employees in
various situations and details the reporting structure for such matters, the certificate for adherence to the code of
conduct pursuant to regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) regulations, 2015 is
annexed as Annexure - IX of the board report.

All board members and senior management personnel have confirmed their compliance with the code. Additionally,
all management staff have received appropriate training in this regard.

37. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Your Company, is in compliance of Section 186 of Companies Act, 2013 and the Loans, guarantees or investments are
under the limit passed by the shareholders by passing a special resolution to increase the limit specified under section
186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Your Company, is in compliance of Section 188 of Companies Act, 2013, The Company has engaged in material
individual transactions with its related parties during the financial year 2024-25. These transactions are under the
limit passed by shareholders by passing a special resolution for increasing the limit prescribed under Section 188 of
the Companies Act, 2013, and were neither in the ordinary course of business nor undertaken on an arm's length
basis.

The details of these related parties and the transactions have been disclosed in Point No. 37 of the Notes to Accounts
in the Consolidated Financial Results of the Company, where full disclosure, including the names of the related
parties, has been provided.

The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form
AOC - 2 as attached as in this Board's Report.

39. MANAGERIAL REMUNERATION:

The Company has paid managing remuneration to the Managing Director, Executive Director, and Key Managerial
Personnel (KMP), as disclosed in the Notes to the Accounts of the financial results. These payments comply with the
prescribed and permissible limits set forth in the Companies Act, 2013, and the applicable rules.

DISCLOSURES PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 is
annexed as Annexure - V to Board Report.

40. CORPORATE GOVERNANCE CERTIFICATE:

The Corporate Governance certificate from the auditor, regarding compliance with the conditions of corporate
governance as stipulated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been
annexed with the report. The Company is committed to maintaining the highest standards of Corporate Governance
and adhering to the Corporate Governance requirements set by SEBI.

In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate
Governance, along with a certificate from the Statutory Auditors confirming adherence to these provisions, is
included and forms part of the Annual Report as Annexure -XI.

41. MANAGEMENT DISCUSSION & ANALYSIS:

In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Management Discussion and Analysis Report forms part of the Annual Report and provides an overview
of the Company's performance, industry trends, opportunities, risks, and outlook.

42. RISK MANAGEMENT POLICY:

The Risk Management Policy of the Company provides the framework of Enterprise Risk Management by
describing mechanisms for the proactive identification and prioritization of risks based on the scanning of the
external environment and continuous monitoring of internal risk factors.

The Board of Directors believes that no significant risk factors currently threaten the existence of the Company.

During the year, the Directors have implemented an adequate risk management policy designed to address
potential risks. The Company actively manages, monitors, and reports on principal risks and uncertainties that
could impact its ability to achieve its strategic objectives. The Audit Committee and the Board of Directors
periodically review these risk management procedures.

The Company's Risk Management System (RMS) encompasses its management systems, organizational structures,
processes, standards, code of conduct, and behavior, ensuring a comprehensive and effective approach to risk
management.

43. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

In accordance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Company is required to conduct a familiarization program for Independent Directors (IDs). This program is
designed to familiarize them with their roles, rights, and responsibilities within the Company, the nature of the
industry in which the Company operates, and the Company's business model. The familiarization is carried out
through various initiatives to ensure that Independent Directors are well-informed and equipped to effectively fulfill
their duties.

44. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

In accordance with the provisions of Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil
Mechanism for Directors and employees to report genuine concerns about unethical behavior, actual or suspected
fraud, or violation of the Company's code of conduct.

The mechanism provides for adequate safeguards against victimization of employees and Directors who avail of the
mechanism. The Vigil Mechanism is overseen by the Audit Committee and ensures direct access to the Chairperson
of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is available on the Company's website at: http: / /www.ainvest.co.in/investors.html#para11

45. EXTRACT OF ANNUAL RETURNS:

In terms of the provisions of Section 92(3), 134(3)(a) of the Act read with Rule 12 of Companies (Management and
Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended 31 March 2025 is placed
on the website of the Company and can be accessed at www.ainvest.co.in.

46. DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them,
your Directors make the following statements in terms of Section 134(3)(c) of the Act:

• That, in the preparation of the annual financial statements, the applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;

• That the Directors have selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent 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;

• That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records
in line with the provisions of this Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;

• That the Directors have prepared the annual accounts on a going-concern basis;

• That proper internal financial controls were in place and that the financial controls were adequate and were
operating effectively, and

• That systems to ensure compliance with the provisions of all applicable laws were in place, adequate, and
operating effectively.

The remuneration paid to Directors, Key Managerial Personnel, and Senior Management Personnel during FY 2024¬
25 was in accordance with the Nomination & Remuneration Policy of the Company.

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to
remuneration and other details as required under the Act and the above Rules are as under.

Disclosures under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 ("Rules"), relating to the remuneration and other details as required The
percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the
financial year 2024-2025, ratio of the remuneration of each Director to the median remuneration of the employees of
the Company for the financial year 2024-2025. Attached as Annexure V.

48. CFO CERTIFICATION:

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certification, as required under Regulation
17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, has been appended to this report. CFO Certificate annexed as Annexure - VIII to Board Report.

49. PREVENTION OF INSIDER TRADING:

The Company has in place a Code of Conduct for Prevention of Insider Trading ("Code of Conduct") which provides
a framework for dealings in securities by Designated Persons of the Company as required by the listed Companies
pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). Trading window closure
notice is disseminated to all the directors and designated persons and to concerned stock exchanges in advance.
Violations of the policy, if any, are appropriately acted on and reported to the SEBI/Stock Exchanges. The Company
also maintains a Structured Digital Database, as required under the SEBI PIT Regulations and has also implemented
an online application for approving pre-clearances to insiders, who intend to trade in the securities of the Company.

The Company Secretary is appointed as the Compliance Officer by the Board to ensure compliance and effective
implementation of the PIT Regulations. Reports on matters related to these regulations are reported to the Audit
Committee, wherever required.

Further, the Company has implemented and is in compliance with the provisions of Regulation 3 and Regulation 5
of the SEBI (Prohibition of Insider Trading) Regulations, 2015, including maintenance of the Structured Digital
Database (SDD) as prescribed by SEBI.

50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:

During the year under review, there were no applications made or proceeding pending in the name of the company
under the Insolvency Bankruptcy Code, 2016.

51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of Loans taken from Banks and Financial
Institutions.

On behalf of the Directors of the Company, I would like to express our deep appreciation to our shareholders,
customers, business partners, vendors, bankers, financial institutions, and academic institutions for their invaluable
support throughout the year.

Finally, we extend our heartfelt gratitude to all our employees and their families for their significant contributions,
which have been instrumental in shaping the Company into what it is today.

For and on behalf of the Board
Panorama Studios International Limited

Date: 06^th September 2025 Sd/ Sd/-

Place: Mumbai Kumar Mangat Pathak Abhishek Pathak

Managing Director Director

DIN:00299630 DIN - 00700868