2. RESULTS OF OPERATIONS AND THE STATE OF
COMPANY’S AFFAIRS

During the year under review, the Company recorded
revenue of ' 9,852.43 lakhs from its operation as
against ' 8,933.05 lakhs in the previous financial
year 2023-24. Other Income during the current
financial year 2024-25 was ' 221.15 lakhs as
against ' 110.38 lakhs in the previous financial
year 2023-24. The Consolidated revenue from the
year is ' 10,215.79 lakhs. The Company recorded
Profit before Tax of ' 2,804.49 lakhs for the financial
year 2024-25 as against ' 3,267.50 lakhs for the
previous financial year 2023-24. The net profit for
the financial year 2024-25 stood at ' 2,021.72 lakhs
as against ' 2,411.23 lakhs in the previous financial
year. The Consolidated net profit for the year is
' 2,020.21 lakhs.

3. BUSINESS OVERVIEW

As a creative visual effects company, we create
computer-generated images which can be
seamlessly integrated into live-action in feature films,
TV shows, web series, online and offline games, etc.
Our diverse services in the visual effects space start
from R&D and feasibility tests before the project's
initiation to services like rigging and texturing.

We are a certified Trusted Partner Network (“TPN”)
provide creative visual effects solutions for
commercials, films, and web series. We offer pre¬
production services and post production services
including final compositing and roto to creating 3D
elements, photo real creatures and environments,
3d, match move, and animations. Our diverse
service in the visual effect space start from R&D and
feasibility tests before the project's commence to

rigging and texturing. We believe that visual Effects
(VFX) industry stands as a crucial pillar of modern
filmmaking, breathing life into fantastical worlds,
epic battles, and breathtaking sequences. We have
established a strong presence in the industry by
forging direct partnerships with diverse production
houses, as well as collaborating with prominent VFX
companies and studios through sub-contracting
arrangements. We support production houses by
providing end to end services. We conduct our
operations with focus on to provide reliable, cost-
effective and high-quality VFX shots at competitive
price. We have delivered shots for Domestic and
International deature films (Hollywood). We have the
flexibility to work on any kind of project, either small
or large with scalability to generate long-term value
for the Company.

A detailed overview of the business is provided
in the Management Discussion & Analysis Report
which forms part of this report.

4. DIVIDEND

Considering the capital requirement for expansion
and growth of business operations and to augment
working capital requirements, the Board of Directors
do not recommend any dividend on the Equity shares
for the financial year 2024-25.

7. AWARDS & RECOGNITIONS

To bring transparency in the matter of the declaration
of dividend, the company had adopted a Dividend
Policy. The policy has been displayed on the
Company's website at link https://www.phantomfx.
com/investor/policies.php

5. TRANSFER TO RESERVES

Your directors do not propose to transfer any amount
to the general reserves and the entire amount
of profit for the year forms part of the ‘Retained
Earnings'.

6. MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF
THE FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENTS RELATE AND THE DATE OF THIS REPORT

There have been no material changes and
commitments affecting the financial position of the
Company that have occurred between the end of the
financial year of the Company to which the financial
statements relate and the date of this report, which
forms part of this report. There were no revisions to
the financial statements and the Board's Report of
the Company during the year under review

8. CHANGE IN THE NATURE BUSINESS

There has been no change in the nature of business
of the Company in the Financial Year under review.

9. CHANGE IN CAPITAL STRUCTURE

During the year, the Authorised Share Capital of the
Company has been increased from ' 20,00,00,000/-
(Rupees Twenty Crore only) divided into 2,00,00,000
(Two Crore) Equity Shares of ' 10/- (Rupees Ten
Only) each to ' 25,00,00,000/- (Rupees Twenty Five
Crore Only) divided into 2,50,00,000 (Two Crores
and Fifty Lakhs) Equity Shares of ' 10/- (Rupees Ten
Only) each. Consequential amendments were made
in the Memorandum and Articles of Association of
the Company.

The issued, subscribed and paid-up share capital
of the Company stood at ' 13,57,92,000/- divided
into 1,35,79,200 equity shares of ' 10/- each as
on March 31, 2025. During the year there was no
change in the issued, subscribed and paid-up capital
of the Company.

10. ISSUE OF SHARES, INCLUDING DISCLOSURE ABOUT
ESOP AND SWEAT EQUITY SHARE:

a. BUY BACK OF SECURITIES: - The Company has
not bought back any of its securities during the
year under review.

b. SWEAT EQUITY: - The Company has not issued
any Sweat Equity Shares during the year under
review.

c. BONUS SHARES: - No Bonus Shares were issued
during the year under review.

d. EMPLOYEES STOCK OPTION PLAN: - The

Company has not provided any Stock Option
Scheme to the employees.

e. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL
RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE:

- The Company has not issued any equity shares
with differential rights as to dividend, voting or
otherwise.

f. ISSUE OF SHARES (INCLUDING SWEAT EQUITY
SHARES) TO EMPLOYEES OF THE COMPANY
UNDER ANY SCHEME: - The Company has not
issued any shares (including sweat equity
shares) to employees of the Company under
any scheme.

g. WARRANTS &/ QUALIFIED INSTITUTIONAL
PLACEMENT: -

During the year, pursuant to the approval of the
Board on 03^rd March, 2025 and the Members
at their Extra Ordinary General Meeting held on
26^th March, 2025, the Company has accorded
approval to the following:-

i) issue of convertible warrants of up to
24,27,000 (Twenty Four Lakhs Twenty
Seven Thousand only) Fully Convertible
Warrants ("Warrants”) at an issue price of
' 247/- (Rupees Two Hundred and Forty-
Seven Only) per warrant, to be convertible
at an option of Warrant holder(s) in one
or more tranches, within 18 (Eighteen)
months from its allotment date into an
equivalent number of fully paid-up equity
shares of the face value of ' 10 each/¬
, for cash, for an aggregate amount of
up to ' 59,94,69,000/- (Rupees Fifty-
Nine Crores Ninety-Four Lakhs Sixty-Nine
Thousand Only) on preferential basis to
the persons belonging to the ‘Promoter &
Promoter Group' and ‘Non-Promoter Group'
category.

ii) issue of equity shares and/or equity linked
securities by way of Qualified Institutions
Placement ("QIP”) for an aggregate amount
not exceeding ' 80,00,00,000/- (Rupees
Eighty Crore only) by way of qualified
institutions placement to any eligible
person(s) including qualified institutional
buyers in terms of Chapter VI of the SEBI
ICDR Regulations.

During the year the company has not
carried out any allotment of shares/
warrants pursuant to the above approvals.

11. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC
ISSUE

The funds raised through the Initial Public Offer (IPO)
during October 2022 as well as through the Qualified
Institutional Placement (QIP) during December 2023
are being utilized, for the purpose for which it was
raised by the Company in accordance with the
terms of the issue. As on date of this report there
was no deviation(s) or variation(s) in the utilization
of issue proceeds from the objects as stated in the
prospectus/placement memorandum.

12. PUBLIC DEPOSITS

The Company has not accepted any deposits from
public falling within the ambit of Section 73 and
Section 76 of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014. Hence, no
disclosure is required under Rule 8(5)(v) and (vi) of
the Companies (Accounts) Rules, 2014.

13. BORROWINGS

As on 31^st March 2025, an amount of ' 4,193.84
lakhs are outstanding towards borrowings, which
comprises of both long term and short term, secured
and unsecured loans.

14. SECRETARIAL STANDARDS

The Company is in compliance with the applicable
Secretarial Standards i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors' and ‘General
Meetings', respectively issued by the Institute of
Company Secretaries of India (‘ICSI') and approved
by the Central Government under Section 118 (10)
of the Act for the Financial Year ended 2024-25.

15. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies
Act, 2013, with respect to Directors’ Responsibility
Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for
the year ended March 31, 2025, the applicable
accounting standards read with requirements
set out under Schedule III to the Act have been
followed and there are no material departures
from the same;

b) the Directors have selected such accounting
policies and applied them consistently and
made judgements and estimates that are
reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company
as at March 31, 2025 and of the profit of the
Company for the year ended on that date;

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

d) the Directors have prepared the annual
accounts on a going concern basis;

e) the Directors have laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate
and are operating effectively; and

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

16. PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN AND SECURITIES
PROVIDED UNDER SECTION 186 OF THE ACT

The Company has made an investment of ' 5.32
Lakhs towards its contribution to share capital of
its subsidiary viz., Phantomfx Studios Limited, UK
and an investment of ' 99.99 Lakhs towards its
contribution to share capital of its wholly owned
subsidiary viz., Spectre Post Private Limited,
aggregating to ' 105.31 Lakhs. The Company has
given loans and advances to the related parties to
an extent of ' 58.62 Lakhs. Apart from the above,
Company has not given any Loans, Guarantees or
provided any Securities in connection with any loan
during the Financial Year coming under the purview
of Section 186 of the Act.

17. CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES UNDER SECTION 188(1) OF THE
ACT

With reference to Section 134(3)(h) of the Act, all
contracts, and arrangements with related parties
under Section 188(1) of the Act, entered by the
Company during the financial year, were approved
by the Audit Committee and wherever required,
also by the Board of Directors. No contract or
arrangement required approval of shareholders by
a resolution. Further, during the year, the Company
had not entered into any contract or arrangement
with related parties which could be considered
‘material' (i.e. transactions entered into individually
or taken together with previous transactions during
the financial year, exceeding rupees one thousand
crore or ten percent of the annual consolidated
turnover as per the last audited financial statements
of the Company, whichever is lower) according to
the policy of the Company on materiality of Related
Party Transactions.

Woman Director and three (3) Independent Directors
(IDs). The Chairperson of the Board is an Executive
Director from Promoter Category. The profiles
of Directors can be accessed on the Company's
website at https://phantomfx.com/

The composition of the Board is in conformity with
the Act and consists of a combination of Executive
and Non-Executive Directors and not less than 1/3^rd
of the Board comprising of Independent Directors as
required under the Act.

20. NUMBER OF BOARD MEETINGS AND ATTENDANCE OF
DIRECTORS

During the Financial Year 2024-25, the Company
held 8 (Eight) meetings of the Board of Directors
as per Section 173 of Companies Act, 2013. The
provisions of Companies Act, 2013 were adhered
to while considering the time gap between two
meetings.

The composition of the board and the details of
meetings attended by its members are given below:

*Mr. P V Jeemon has resigned from the Board with effect from 29/05/2024.

Remuneration to the executive directors consists of a salary and other benefits. The Nomination and Remuneration
Committee makes annual appraisal of the performance of the Executive Directors based on a detailed performance
evaluation, and recommends the compensation payable to them, within the parameters approved by the
shareholders, to the Board for their approval.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND THE CHANGES THEREOF

During the Financial Year 2024-25 there are no changes in the composition of the Board except as stated below.
The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

(*) The Changes Occurred between the end of the Financial Year to which this Financial Statements relate and the
date of this Report.

Detailed agenda with explanatory notes and all other
related information is circulated to the members of
the Board in advance of each meeting. Detailed
presentations are made to the Board covering all
major functions and activities. The requisite strategic
and material information is made available to the
Board to ensure transparent decision making by the
Board.

The Company did not have any pecuniary relationship
or transactions with the Non-Executive Directors of
the Company other than payment of the sitting fees
for attending meetings and commission as specified

above. During FY 2024-25, the Company did not
advance any loan to any of its directors. Further, no
loans and advances in the nature of loans to firms/
companies in which directors are interested was
given by the Company and its subsidiaries.

The Non-Executive Directors including Independent
Directors are entitled for sitting fees for attending
meetings of the board/ committees thereof. The
Company pays sitting fees of ' 20,000/- per meeting
to its Non-Executive Directors for attending the
meetings of Board and Committees.

22. AUDITORS AND AUDITORS’ REPORT

A. STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 and the Companies (Audit
and Auditors) Rules, 2014 and in accordance
with the resolution passed by the members
at the AGM held on August 25, 2022, M/s. L.
U. KRISHNAN & Co., Chartered Accountants,
Chennai (bearing FRN:001527S), were re¬
appointed as the Statutory Auditors of the
Company to hold office for a period of five years
i.e., till the conclusion of 11^th Annual General

Meeting (for the financial year 31.03.2027) on
remuneration as may be agreed between the
Board and the Auditors.

M/s. L. U. Krishnan & Co, Chartered Accountants,
have submitted their Report on the Financial
Statements of the Company for the FY 2024-25,
which forms part of the Annual Report 2024¬
25. There are no observations (including any
qualification, reservation, adverse remark or
disclaimer) of the Auditors in the Audit Reports
issued by them which call for any explanation/
comment from the Board of Directors.

B. COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement
of cost audit as prescribed under the provisions
of section 148 of the Companies Act, 2013 are
not applicable to the Company for the year
under review.

C. SECRETARIAL AUDITOR AND THEIR REPORT

M/s. SKD & Associates, Company Secretaries
(FRN: S2023TN958600), were appointed as
Secretarial Auditors of the Company for the
financial year 2024-25. The Secretarial Audit
Report submitted by them for the said financial
year in the prescribed form MR-3 pursuant
to the provisions of Section 204 of the Act is
annexed as ‘Annexure IV’ to this report.

The Secretarial Auditors' Report for the
financial year 2024-25 does not contain any
qualification, reservation or adverse remark
except that certain forms/returns under the Act
had been filed belatedly. However, the company
has filed all applicable forms and returns
wherever applicable and as of the date of this
report.

D. INTERNAL AUDITOR:

In terms of the provision of section 138 of
the Companies Act, 2013 with rule 13 of the
Companies (Accounts) Rules, 2014, the Board
of Directors of the Company at their Meeting
held on 29^th May, 2024 appointed M/s. K E K
and Associates LLP, Chartered Accountant, as
Internal Auditors of the Company to conduct
internal audit functions and activities of the
Company for the year 2024-25.

23. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal
control system to synchronize its business processes,
operations, financial reporting, fraud control, and
compliance with extant regulatory guidelines and
compliance parameters. The Company ensures that
a standard and effective internal control framework
operates throughout the organization, providing
assurance about the safekeeping of the assets and
the execution of transactions as per the authorization
in compliance with the internal control policies of
the Company.

The internal control system is supplemented by
extensive internal audits, regular reviews by the

management and guidelines that ensure the
reliability of financial and all other records. The
management periodically reviews the framework,
efficacy, and operating effectiveness of the Internal
Financial Controls of the Company.

The Internal Audit reports are periodically reviewed by
the Audit Committee. The Company has, in material
respects, adequate internal financial control over
financial reporting, and such controls are operating
effectively. Internal Audits are carried out to review
the adequacy of the internal control systems and
compliance with policies and procedures. Internal
Audit areas are planned based on inherent risk
assessment, risk score, and other factors such as
probability, impact, significance, and strength of the
control environment. Its adequacy was assessed,
and the operating effectiveness was also tested.

24. COMPLIANCE TO THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION,
AND REDRESSAL) ACT, 2013 READ WITH THE
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION, AND REDRESSAL)
RULES, 2013.

The Company has zero tolerance for sexual
harassment at workplace and has a mechanism in
place for prevention, prohibition and redressal of
sexual harassment at workplace in line with the
provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules made thereunder. The
Company is committed to provide equal opportunities
without regard to their race, caste, sex, religion,
color, nationality, disability, etc. All employees are
treated with dignity with a view to maintain a work
environment free of sexual harassment whether
physical, verbal or psychological. All employees
(permanent, contractual, temporary, trainees) are
covered.

The Company has in place an Anti-Sexual
Harassment Policy in line with the requirements of
the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. An
Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment at workplace. During the year under
review, Company has not received any complaints
on sexual harassment and hence there are no
complaints pending as on the end of the Financial
Year 2024-25 on sexual harassment

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERNS STATUS AND COMPANY’S
OPERATIONS IN FUTURE

The Company has not received any significant or
material orders passed by any regulatory authority,
court or tribunal which shall impact the going
concern status and Company's operations in future.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the
year under review, as stipulated under the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations”), is presented in a separate
section, forming part of the Annual Report.

29. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial
Auditors of the Company have not reported any
frauds to the Audit Committee or to the Board of
Directors under section 143(12) of the Act, including
rules made there under.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies
Act, 2013 read with the Rules made thereunder, the
Company has formed Corporate Social Responsibility
("CSR”) Committee. The Company has framed a
Corporate Social Responsibility (CSR) Policy as
required under Section 135 of the Companies Act,
2013 read with Rule 8 of the Companies (Corporate
Social Responsibility Policy) Rules, 2014, to oversee
the CSR activities initiated by the Company. The CSR
Committee has adopted a CSR Policy in accordance
with the provisions of Section 135 of the Companies
Act, 2013 and rules made thereunder. The details
of the CSR initiatives undertaken by the Company
during the FY 2024-25 in the prescribed format are
annexed as “Annexure-V”.

The Company has not spent the CSR obligation of
' 40.68 Lakhs for the financial year 2024-25. As the
amount is not earmarked for any ongoing project,
the Company shall transfer the unspent amount to
a fund specified in Schedule VII of the Companies
Act, 2013, on or before 30^th September 2025, in
accordance with the provisions of Section 135(5) of
the Companies Act, 2013.

31. RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of
the Companies Act, 2013 and Regulation 17(9)
& 21 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, The Board
of Directors of the Company has formed a Risk
Management Committee to frame, implement, and
monitor the risk management plan for the Company.
The Committee is responsible for reviewing the risk
management plan and ensuring its effectiveness.
The Committee considers the risks that impact
the mid-term to the long-term objectives of the
business, including those reputational in nature.
The Company has an elaborate risk charter and risk
policy defining the risk management governance
model, risk assessment, and prioritization process.
The Risk Management Committee reviews and
monitors the key risks and their mitigation measures
periodically and provides an update to the Board on
the Company's risks outlined in the risk registers.

During the year, such controls were tested and no
material discrepancy or weakness in the Company's
internal controls over financial reporting was
observed. The policy can be accessed at https://
www.phantomfx.com/investor/policies.php

32. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information pertaining to conservation of energy,
technology 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 provided in
Annexure-II to this Report.

33. POLICY ON DIRECTORS’ APPOINTMENT AND
REMUNERATION

The Board, based on the recommendation of the
Nomination and Remuneration Committee, has
framed a policy for the selection and appointment
of Directors and Senior Management Personnel and
their remuneration. The Company's policy relating to
the Directors appointment, payment of remuneration
and discharge of their duties is available on the
website of the Company at https://www.phantomfx.
com/investor/policies.php

34. PARTICULARS OF EMPLOYEES

Employee relations continued to be cordial during
the year under review. The Company continued its
trust on Human Resources Development.

Disclosures required under the provisions of
Section 197(12) of the Act read with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended,
containing, inter-alia, the ratio of remuneration of
Directors to median remuneration of employees,
percentage increase in the median remuneration,
are annexed to this Report as Annexure-VI. The
details of employee who have received remuneration
exceeding the limit as stated in Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is annexed as
Annexure - VI.

A statement containing the particulars of the top ten
employees and the employees drawing remuneration
in excess of limits prescribed under Section 197(12)
of the Act, read with Rules 5(2) and (3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is an annexure
forming part of this Report. In terms of the proviso
to Section 136(1) of the Act, the Report and
Accounts are being sent to the Members excluding
the aforesaid annexure. The said statement is kept
open for inspection during working hours at the
Registered Office of the Company. Any member who
is interested in obtaining these, may write to the
Company Secretary at the Registered Office of the
Company.

35. PARTICULARS OF HOLDING, SUBSIDIARIES, JOINT
VENTURES AND ASSOCIATE

Your Company does not have any Holding, Joint
venture or Associate Company as on March 31,
2025. The Company presently has presence in three
cities in India viz., Chennai, Mumbai and Hyderabad.
The Company has been operating three state of
the art studios in these cities and also has its
marketing team in USA and Canada. Further, as part
of the expansion of the business of the Company,
the Company has incorporated three wholly owned
subsidiaries, the details of which are given below:

(i) Spectre Post Private Limited on July 14, 2024

(ii) Phantomfx Studios Limited in the United
Kingdom on June 23, 2023, and

(iii) Hangzhou Huantong Digital Technology Co.,
Ltd. in China on March 12, 2025.

Hangzhou Huantong Digital Technology Co., Ltd. is
yet to commence its operations.

The Company has entered into a Share Purchase
Agreement with Philip A. Tippett, Julie R. Tippett
and Tippett Studio Inc. for acquisition of 80% of the
common stock of M/s. Tippett Studio Inc., a California
corporation, having its principal place of business
located at 914, Grayson Street, Berkeley, California
94710, United States of America. The acquisition of
Tippett Studio Inc. has been successfully completed,
following the remittance of the ODI (Overseas Direct
Investment) payment and full compliance with
applicable FEMA (Foreign Exchange Management
Act) regulations and with Effective 1^st July 2025,
Tippett Studio Inc. becomes a subsidiary of our
Company, pursuant to our acquisition of 80% of
its common stock. Tippett Studio Inc. is engaged
inter alia in the business of creating visual effects
and computer animation specializing in computer
graphics for films and television commercials.

During the Financial Year under review, there are
no companies which have ceased to be Subsidiary,
Joint Venture/ Associate Companies. Form AOC-1
as required under Section 129 (3) of the Companies
Act 2013 is attached as Annexure III.

36. RECEIPT OF REMUNERATION OR COMMISSION BY
THE MANAGING / WHOLE TIME DIRECTOR FROM ITS
HOLDING OR SUBSIDIARY COMPANY

There was no remuneration or commission received
by the Managing Director / Whole-time Directors
from its subsidiary company during the year under
review.

37. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

The Business Responsibility and Sustainability
Report pursuant to Regulation 34(2)(f) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is not applicable to the Company
for the financial year ended on 31^st March, 2025.

38. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on
the SME platform (NSE-emerge) of NSE Limited.
Pursuant to Regulation 15(2) SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015 the

compliance with the Corporate Governance provision
as specified in Regulation 17 to 27 and clause (b) to
(i) of sub regulations (2) of regulation 46 and par as
C, D and E of Schedule V of SEBI (Listing Obligation
and Disclosure Requirements) Regulation, 2015 shall
not apply. The Company voluntarily adopted various
practices of governance conforming to highest
ethical and responsible standards of business and
is committed to focus on long term value creation
for its shareholders. The Corporate Governance
practices followed by the Company is included as
part of this Report.

39. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain
specific areas and make informed decisions in line
with the delegated authority. As on March 31, 2025
the following Committees constituted by the Board
function according to their respective roles and
defined scope:

A) Audit Committee;

B) Nomination and Remuneration Committee;

The composition of the Committee as on March 31, 2025 and the details of meetings attended by its members
during the financial year 2024-25 are given below:

All recommendations of Audit Committee during the year under review were accepted by the Board of
Directors. The Company Secretary act as the secretary of the Committee. The role and terms of reference of
the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act,
2013 & Listing Regulations and is available on the website of the Company at https://phantomfx.com

B. NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year 2024-25, the Company held 04 (Four) Nomination and Remuneration Committee
meetings, viz., 04^th April, 2024, 29^th May, 2024, 12^th August, 2024 and 13^th November, 2024.

The composition of the Committee and the details of meetings attended by its members are given below:

The Company Secretary act 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 Listing Regulations and is available on the website of the Company at https://phantomfx.com

C. STAKEHOLDERS’ RELATIONSHIP COMMITTEE

During the Financial Year 2024-25, the Company held 01 (One) Stakeholders' Relationship Committee meeting
on March 24, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

The Company Secretary act 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 Listing Regulations and is available on the website of the Company at https://phantomfx.com

D. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the Financial Year 2024-25, the Company held 02 (Two) Corporate Social Responsibility Committee
meeting, viz 12^th August, 2024 and 24^th March, 2025.

The composition of the Committee and the details of meetings attended by its members are given below:

The Company Secretary act as the secretary of the Committee. The role and terms of reference of the
Committee are in consonance with the requirements mandated under Section 135 of the Companies Act,
2013 and Listing Regulations and is available on the website of the Company at https://phantomfx.com

E. RISK MANAGEMENT COMMITTEE

During the Financial Year 2024-25, the Company held 01 (One) Risk Management Committee meetings, viz
October 04, 2024.

The Company Secretary act as the secretary
of the Committee. The terms of reference of
the RMC include review and assessment of
the risk management system and policy of the
Company from time to time and recommend for
amendment or modification thereof. The Risk
Management policy of the Company is available
on the website of the Company at https://www.
phantomfx.com/investor/policies.php

40. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they
meet the criteria of independence laid down under
Section 149(6) read with Schedule IV of the Act
and Regulation 16(1)(b) of the Listing Regulations
and that they are not aware of any circumstance
or situation, which exist or may be reasonably
anticipated, that could impair or impact their
ability to discharge their duties with an objective
independent judgment and without any external
influence. The board of directors have taken on
record the declaration and confirmation submitted
by the independent directors after undertaking due
assessment of the veracity of the same and is of
the opinion that they fulfil the conditions specified
in the Act and the Listing Regulations and that they
are independent of the management.

41. FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

The Independent Directors have been updated with
their roles, rights and responsibilities in the Company
by specifying them in their appointment letter along
with necessary documents, reports and internal
policies to enable them to familiarize with the
Company's procedures and practices. The Company
endeavors, through presentations at regular intervals
to familiarize the Independent Directors with the
strategy, operations and functioning of the Company.

The details of such familiarization programmes for
Independent Directors are posted on the website

of the Company and can be accessed at https://
phantomfx.com

42. TERMS AND CONDITIONS OF APPOINTMENT OF
INDEPENDENT DIRECTORS

The terms and conditions of appointment of
Independent Directors have been disclosed on the
website of the Company https://phantomfx.com

43. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met
separately on March 31, 2025 without the

presence of Non-Independent Directors and
members of Management. In accordance with the
Listing Regulations, read with Section 149 (8) and
Schedule-IV of the Act, following matters were, inter
alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and
the Board of Directors as a whole;

ii) Performance of the Chairman of the Company
taking into consideration the views of Executive
and Non-Executive Directors;

iii) Assessment of the quality, quantity and
timeliness of flow of information between the
Company Management and the Board that
is necessary for the Board to effectively and
reasonably perform their duties

All the Independent Directors were present at
the meeting.

44. PERFORMANCE EVALUATION OF THE BOARD,
ITS COMMITTEES AND INDIVIDUAL DIRECTORS
INCLUDING INDEPENDENT DIRECTORS

Pursuant to applicable provisions of the Act and
the Listing Regulations, the Board, in consultation
with its Nomination and Remuneration Committee,
has formulated a framework containing, inter-alia,
the criteria for performance evaluation of the entire

Board of the Company, its Committees and individual
directors, including Independent Directors. The
framework is monitored, reviewed and updated by
the Board, in consultation with the Nomination and
Remuneration Committee, based on need and new
compliance requirements.

45. VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

The Company has established a vigil mechanism
and accordingly framed a Whistle Blower Policy
in accordance with the provisions of Regulation
22 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Rule 7 of the
Companies (Meeting of the Board and its Power)
Rules 2014. The policy enables directors, employees
and business associates to report unethical behavior,
malpractices, wrongful conduct, fraud, violation of
Company's code of conduct, leak or suspected leak
of unpublished price sensitive information without
fear of reprisal for appropriate action. Under the
vigil mechanism, all directors, employees, business
associates have direct access to the Chairman of the
Audit committee. The whistle blower policy can be
accessed at https://www.phantomfx.com/investor/
policies.php

46. CODE FOR PREVENTION OF INSIDER-TRADING

In accordance with SEBI (Prohibition of Insider
Trading) Regulations, 2015, the Company has in
place the following:-

a) Code of Conduct for Prevention of Insider
Trading and Code of Practices and Procedures
for Fair Disclosure of Unpublished Price
Sensitive Information (UPSI).

b) Policy for determination of “legitimate
purposes” forms part of this Code.

c) Policy and procedures for inquiry in case of leak
of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for
Prevention of Insider Trading which includes
maintenance of structural digital data base
(SDD) are being managed through a software
installed by the Company in-house including
maintenance of structural digital data base
(SDD). This code lays down guidelines advising
the designated employees and other connected
persons, on procedures to be followed and
disclosures to be made by them while dealing

with the shares of the company, and while
handling any unpublished price sensitive
information.

47. CODE OF CONDUCT

Commitment to ethical professional conduct is a
must for every employee, including Board members
and senior management personnel of the company.
The duties of Directors including duties as an
Independent Director as laid down in the Act also
forms part of the Code of Conduct. The Code of
Conduct is available on the website of the Company
https://www.phantomfx.com/investor/policies.
php. All Board members and senior management
personnel affirm compliance with the Code of
Conduct annually. A declaration signed by the
Chairman and Managing Director to this effect is
annexed as Annexure-I to this report.

48. POLICIES OF THE COMPANY

The Company is committed to a good corporate
governance and has consistently maintained its
organizational culture as a remarkable confluence
of high standards of professionalism and building
shareholder equity with principles of fairness,
integrity and ethics. The Board of Directors of the
Company have from time to time framed and approved
various Policies as required by the Companies Act,
2013 read with the Rules issued thereunder and the
Listing Regulations. These Policies and Codes are
reviewed by the Board and are updated, if required.
The aforesaid policies can be accessed at https://
www.phantomfx.com/investor/policies.php

49. REGISTRAR AND TRANSFER AGENT (RTA)

The Company has appointed Purva Share Registry
(India) Private Limited as its RTA. As required under
Regulation 7(3) of the Listing Regulations, the
Company files, on annual basis, certificate issued by
RTA and compliance officer of the Company certifying
that all activities in relation to share transfer facility
are maintained by RTA registered with SEBI. Details
of the RTA are given below

Purva Share Registry (India) Private Limited
CIN: U67120MH1993PTC074079
No 9, Shiv Shakti Industrial Estate
Mumbai - 400011, Maharashtra, India

50. LISTING

At present, the equity shares of the Company are
listed at the EMERGE Platform on NSE under Stock
Code-PHANTOMFX
ISIN : INE0MLZ01019

51. POSTAL BALLOT

During the financial year under review, the Company
has not conducted any postal ballot.

52. SCORES

SEBI processes investor complaints in a centralized
web-based complaints redressal system i.e. SCORES.
Through this system a shareholder can lodge
complaint against a company for his grievance.
The company uploads the action taken on the
complaint which can be viewed by the shareholder.
The company and shareholder can seek and provide
clarifications online through SEBI.

53. ONLINE DISPUTE RESOLUTION (ODR) PORTAL

As per the SEBI circular no. SEBI/HO/OIAE/OIAE_IAD-
1/P/CIR/2023/145 dated July 31, 2023, on “Online
Resolution of Disputes in the Indian Securities
Market” a common Online Dispute Resolution Portal
(“ODR Portal”) which harnesses online conciliation
and online arbitration for resolution of disputes
arising in the Indian Securities Market has been
established.

54. RECONCILIATION OF SHARE CAPITAL AUDIT

Pursuant to Regulation 76 of Securities and
Exchange Board of India (Depositories Participants)
Regulations, 2018 [erstwhile : vide SEBI circular No.
D&CC /FIT TC/CIR-16/2002 dated December 31,
2002 read with Securities and Exchange Board of
India (Depositories Participants) Regulations, 1996],
a Company Secretary in Practice carries out audit of
Reconciliation of Share Capital on a quarterly basis
to reconcile the total admitted equity share capital
with the National Securities Depository Limited
(NSDL) and the Central Depository Services (India)
Limited (CDSL) and the total issued and listed equity
share capital. The audit report confirms that the
total issued/paid-up capital is in agreement with the
total number of shares in physical form and the total
number of dematerialized shares held with NSDL
and CDSL. The said report, duly signed by practicing
company secretary is submitted to stock exchanges

where the securities of the company are listed within
30 days of the end of each quarter and this Report
is also placed before the Board of Directors of the
company.

55. CREDIT RATING

There were no instances during the year which
requires the company to obtain credit rating from
any credit rating agencies.

56. 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

The Company has not made any application or no
proceeding is pending under the Insolvency and
Bankruptcy Code, 2016 during the Financial Year
and hence not being commented upon.

57. THE 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

During the Financial Year under review, there has
been no incident of one time settlement for loan
taken from the banks of financial institutions and
hence not being commented upon.

58. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS
BINDING LISTED ENTITIES

As per the information available with the Company,
there are no agreements entered into by the
shareholders, Promoters, Promoters Group entities,
Related Parties, Directors, Key Managerial Personnel,
Employees of the Company, its subsidiaries and
associates companies which are binding the
Company in terms of clause 5A of Para A of Part A
of Schedule III of the Listing Regulations

59. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances where the Company
failed to implement any corporate action within the
specified time limit.

60. GREEN INITIATIVES

In commitment to keeping in line with the Green
Initiative and going beyond it to create new green

initiations, an electronic copy of the Notice of the
09^th Annual General Meeting of the Company along
with a copy of the Annual Report is being sent to
all Members whose email addresses are registered
with the Company/ Depository Participant(s) and will
is also available at the Company's website at http://
www.phantom-fx.com

61. INVESTOR GRIEVANCE REDRESSAL

During the financial year 2024-25, there were
no complaints received from the investors. The
designated email id for Investor complaint is cs@
phantom-fx.com

62. COMPLIANCE OFFICER DETAILS AND ADDRESS FOR
CORRESPONDENCE

Company Secretary & Compliance Officer

Registered Office: 6th Floor, Tower B, Kosmo One
Tech Park, Plot No.14, 3rd Main Road, Ambattur
Industrial Estate, Ambattur, Chennai, 600058, Tamil
Nadu, India

Phone No. 044-43846228, email: cs@phantom-fx.
com

63. BUSINESS LOCATIONS

As on March 31, 2025, the company has its place of
business (Studios) in the following locations

Hangzhou Huantong Digital Technology Co., Ltd.
in China and PhantomFX also have administrative
offices in the UK, United States, Canada and Dubai.

64. ACKNOWLEDGEMENT

The Board of Directors would like to express their
sincere appreciation for the assistance and co¬
operation received from the government and
regulatory authorities, stock exchange, financial
institutions, banks, business associates, customers,
vendors, members, for their co-operation and
support and looks forward to their continued
support in future. The Board of Directors wish to
place on record its deep sense of appreciation for
the committed services by all the employees of the
Company.