Your Directors’ take pleasure in submitting 21^st Annual Report on the business and operations of your Company
together with the Audited Financial Accounts for the financial year ended March 31, 2026.

1. FINANCIAL RESULTS

(' In Lakhs)

2. OVERVIEW OF COMPANY’S FINANCIAL
PERFORMANCE

During the year under review, Standalone
Revenue from Operations & Other Income has
decreased to ' 55,369 Lakhs as against ' 65,985
Lakhs in the previous year and Consolidated
Revenue from Operations & Other Income has
decreased to ' 58,921 Lakhs as compared to
' 69,354 Lakhs in the previous year.

Your Company had a standalone Net loss of
' 22,161 Lakhs as compared to Net loss of ' 8,750
in the previous financial year and a consolidated
net loss ' 21,815 Lakhs as compared to Net loss of
' 8,447 Lakhs in the previous financial year.

3. MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There have been no material changes and
commitments affecting the financial position
of the Company which have occurred between
the end of the financial year of the Company to
which the financial statements relate and up-to
the date of this Report.

4. CHANGE IN THE NATURE OF BUSINESS
ACTIVITIES

During the year under review, there is no change
in the nature of the business of the Company.

5. SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

During the year under review, the Company has 5
subsidiaries.

> Canopy Entertainment Private Limited

> Shemaroo Contentino Media LLP

> Aikyam Entertainment Private Limited

> ShemarooVerse Digital Limited

> Shemaroo Media & Entertainment LLC

During the year, the Company acquired 100%
equity stake in Aikyam Entertainment Private
Limited pursuant to a Share Purchase Agreement
executed with its erstwhile shareholders, thereby
making it a wholly owned subsidiary of the
Company.

During the year, there were no changes regarding
ceasing of Subsidiaries/Associates/Joint Ventures
of the Company as on 31^st March, 2026.

There has been no change in nature of business
of the subsidiaries / associate of the Company as
on 31^st March, 2026 .

Pursuant to Section 129(3) of the Act, a statement
in Form AOC-1 containing salient features of
financial positions of the subsidiaries / associate
company is provided as ‘Annexure A' in this
Report.

Further, pursuant to the provisions of Section 136
of the Act, financial statements of the Company,
consolidated financial statements along with
relevant documents, and separate audited
accounts in respect of subsidiaries, available on
Company’s website i.e. www.shemarooent.com
under Investors section.

6. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation
34(2)(e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Management Discussion and Analysis Report for
the year under review is presented in a separate
section and forms an integral part of this Annual
Report.

7. CONSOLIDATED ACCOUNTS

The consolidated financial statements for the
year ended March 31, 2026 have been prepared
in accordance with Indian Accounting Standards
(IND AS) notified under the Companies (Indian
Accounting Standards) Rules, 2015 as amended
from time to time.

8. DIVIDEND

With a view to conserve the resources, your
Directors have not recommended any dividend
for the year ended March 31, 2026.

9. TRANSFER TO RESERVE

During the year under review, no amount was
transferred to general reserves.

10. DEPOSITS

During the year under review, your Company
neither accepted any deposits nor were there any
amounts outstanding at the beginning of the
year which were classified as “Deposits” in terms
of Section 73 of the Act read with the Companies
(Acceptance of Deposit) Rules, 2014 and hence,
the requirement furnishing of details of deposits
which are not in compliance with the Chapter V
of the Act is not applicable.

11. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act,
2013 and Rule 12 of the Companies (Management
and Administration) Rules, 2014, the Annual
Return of the Company in Form MGT-7 for
the year ended March 31, 2026, shall be made
available on the website of the Company i.e.
https://www.shemarooent.com.

12. EMPLOYEES STOCK OPTION

The Company has adopted and implemented the
Shemaroo Entertainment Limited Employees
Stock Option Scheme - 2021 (“Scheme”) pursuant
to the approval of its shareholders by postal ballot
on January 16, 2022, with an objective of enabling
the Company to attract and retain talented
employees by offering them the opportunity
to acquire a continuing equity interest in the
Company, which will reflect in their efforts in
building the growth and the profitability of the
Company.

The Plan is administered by the Nomination and
Remuneration Committee of the Company which
is designated as Compensation Committee in
pursuance of Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, for the purpose of
administration and implementation of the Plan.
The maximum number of shares under the Plan
shall not exceed 15,00,000 equity shares.

During the year under review your Company
has granted 5,99,485 Options to be vested over a
minimum period of 1 year to over 5 years as may
be applicable as per the terms & conditions of the
grant. The grant made also includes employees
of the Subsidiaries/Associates of the Company.

No employees were issued stock options during
the year equal to or exceeding 1% of the issued
share capital of the Company at the time of grant.

Further, the certificate required under
Regulation 13 of the SeLcurities and Exchange
Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 from the
Secretarial Auditor of the Company that the Plan
have been implemented in accordance with the
Securities and Exchange Board of India (Share
Based Employee Benefits and Sweat Equity)
Regulations, 2021 and as per the resolution
passed by the members of the Company will be
available at the ensuing AGM for inspection.

The necessary disclosure pursuant to Section 62
of the Act read with Rule 12 of the Companies
(Share Capital and Debentures) Rules, 2014 and
Regulation 14 of the Securities and Exchange
Board of India (Share Based Employee Benefits
and Sweat Equity) Regulations, 2021 with regard
to the Plan of the Company is available on
Company’s website athttps://www.shemarooent.
com. The Certificate from Secretarial Auditor on
implementation of the scheme in accordance
with the Securities and Exchange Board of India
(Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 (including any statutory
modification(s) and/or re-enactment(s) thereof)
is given as ‘Annexure B' to this report.

13. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Particulars of loans, guarantees given and
investments made during the year as required
under Section 186 and any other provisions
of the Act and Schedule V of the SEBI Listing
Regulations are provided in Notes 5a and 8d of
the Standalone Financial Statements.

14. CREDIT RATING

During the year under review, latest credit rating
is as below:

15. SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS / COURTS

There are no significant and material orders
passed by the regulators or courts or tribunals
which impact the going concern status and
Company’s operations in future.

16. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section
134(5) of the Act, the Board of Directors to the
best of their knowledge and ability confirm that:

1. in preparation of Annual Accounts for the
year ended March 31, 2026, applicable
Accounting Standards have been followed
along with proper explanation relating to
material departures;

2. have selected such Accounting Policies
and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company at the financial year ended March
31, 2026 and of the profit of the Company for
that period;

3. proper and sufficient care for maintenance of
adequate accounting records in accordance
with the provisions of the Companies Act,
2013 for safeguarding assets of the Company
and for preventing and detecting fraud and
other irregularities;

4. Annual Accounts for the year ended March
31, 2026 have been prepared on a going
concern basis;

5. proper internal financial controls to be
followed by the Company has been laid
down and that such internal controls are
adequate and were operating effectively;
and

6. proper systems to ensure compliance with
the provisions of all applicable laws has
been devised and that such systems were
adequate and operating effectively.

17. BOARD OF DIRECTORS & KEY MANAGERIAL
PERSONNELa. Directors

As of March 31, 2026, the Board comprises the
following distinguished individuals:

During the year under review the following

changes have taken place:

• Mr. Raman Hirji Maroo (DIN: 00169152),
Chairman and Managing Director of the
Company was re-appointed for the period
of 3 (three) years with effect from January
01, 2026 as approved by the Shareholders
at the 20^th AGM of the Company held on
September 19, 2025.

• Mr. Atul Maru (DIN 00169264), Jt. Managing
Director of the Company was re-appointed
for the period of 3 (three) years with effect
from January 01, 2026 as approved by
the Shareholders at the 20^th AGM of the
Company held on September 19, 2025.

• Mr. Hiren Gada (DIN 01108194), Whole Time
Director & CEO of the Company was re¬
appointed for the period of 3 (three) years
with effect from January 01,2026 as approved
by the Shareholders at the 20^th AGM of the
Company held on September 19, 2025.

• Mr. Jai Maroo (DIN: 00169399), Executive
Director of the Company is liable to retire by
rotation at the 21^st Annual General Meeting
(AGM) and being eligible, offers himself for
re-appointment.

b. Key Managerial Personnel

In terms of Section 203 of the Companies Act,

2013, the KMPs of the Company as of March 31,

2026 are as follows:

During the year under review the following
changes have taken place:

• During the financial year, Ms. Pooja
Sutradhar resigned from the position of
Company Secretary and Compliance Officer
of the Company with effect from the close of
business hours on May 20, 2025.

• Subsequently, Ms. Namrata B. Shinde was
appointed as the Compliance Officer of the
Company with effect from July 24, 2025, and
held the position until November 4, 2025.

• Ms. Meenakshi A. Pansari was appointed as
the Company Secretary and Compliance
Officer of the Company with effect from
November 5, 2025.

• Subsequent to the close of the financial
year, Mr. Amit Haria, Chief Financial Officer,
tendered his resignation on May 16, 2026,
and ceased to hold office with effect from
the close of business hours on May 21, 2026.

• Based on the recommendation of the
Nomination and Remuneration Committee,
the Board of Directors, at its meeting held on
May 16, 2026, appointed Mr. Ashish Gupta as
the Chief Financial Officer of the Company
with effect from May 22, 2026.

c. Meetings of Board of Directors:

During the year under review, the Board met
5 (Five) times i.e. on May 13, 2025; July 24, 2025;
September 05, 2025, January 29, 2026, and
February 11, 2026. The particulars of attendance
of the Directors at the said meetings are
provided in detail in the Corporate Governance
Report, which forms a part of this Annual Report.
The intervening gap between the meetings was
within the period prescribed under the Act and
SEBI Listing Regulations.

d. Committees of the Board

As on March 31, 2026, the Board had 5 (Five)
Statutory Committees viz: Audit Committee,
Nomination and Remuneration Committee,
Stakeholders’ Relationship Committee, Corporate
Social Responsibility Committee and Committee
of Executive Directors. A detailed note on the
composition of the Board and its Committees
is provided in the Corporate Governance Report
that forms part of this Annual Report.

e. Evaluation of Performance of the Board, its
Committees and Individual Directors

During the year, the evaluation of the annual
performance of individual Directors including
the Chairman of the Company and Independent
Directors, Board and Committees of the Board
was carried out under the provisions of the Act,

relevant rules and the Corporate Governance
requirements as prescribed under Regulation
17 of SEBI Listing Regulations and based on
the SEBI Master Circular No. SEBI/HO/CFD/
PoD2/CIR/P/0155 dated November 11, 2024, with
respect to Guidance Note on Board Evaluation.
The Nomination and Remuneration Committee
had approved the criteria for the performance
evaluation of the Board, its Committees and
individual Directors as per the SEBI Guidance
Note on Board Evaluation.

The Chairman of the Company interacted with
each Director individually, for evaluation of
performance of the individual Directors. The
evaluation for the performance of the Board as
a whole and of the Committees were conducted
by way of questionnaires.

In a separate meeting of Independent Directors,
performance of Non Independent Directors
and performance of the Board as a whole was
evaluated. Further, they also evaluated the
performance of the Chairman of the Company,
taking into account the views of the Executive
Directors and Non-Executive Directors.

The Board of Directors reviewed the performance
of the individual Directors on the basis of
the criteria such as qualification, experience,
knowledge and competency, fulfilment of
functions, availability and attendance, initiative,
integrity, contribution and commitment.
The Independent Directors were additionally
evaluated on the basis of independence,
independent views, judgement etc. Further, the
evaluation of Chairman of the Board, in addition
to the above criteria for individual Directors,
also included evaluation based on effectiveness
of leadership and ability to steer the meetings,
impartiality, etc.

The Chairman and other members of the Board
discussed upon the performance evaluation of
every Director of the Company and concluded
that they were satisfied with the overall
performance of the Directors individually and that
the Directors generally met their expectations of
performance.

The respective Director, who was being evaluated,
did not participate in the discussion on his/her
performance evaluation.

The Board also assessed the fulfilment of
the independence criteria as specified in
the Act and SEBI Listing Regulations, by the
Independent Directors of the Company and their
independence from the management.

The performance of the Board was evaluated
by the Board after seeking inputs from all the
Directors on the basis of various criteria such as
diversity in the Board, competency of Directors,

strategy and performance evaluation, evaluation
of performance of the management and
feedback, independence of the management
from the Board etc. The performance of the
Committees was evaluated by the Board after
seeking inputs from the Committee members
on the basis of criteria such as mandate and
composition, effectiveness of the Committee,
independence of the Committee from the Board,
contribution to decisions of the Board, etc.

f. Declaration by Independent Directors

In terms of Regulation 25(8) of Securities and
Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015
(SEBI Listing Regulations), the Independent
Directors of the Company have confirmed
that they are not aware of any circumstance or
situation, which exists or may be reasonably
anticipated, that could impair or impact their
ability to discharge their duties with an objective
independent judgement and without any
external influence. Based upon the declarations
received from the independent Directors, the
Board of Directors has confirmed that they meet
the criteria of Independence as mentioned
under Section 149(6) of the Act and Regulation
16 (1)(b) of SEBI Listing Regulations and that
they are Independent of Management. In the
opinion of the Board, there has been no change
in the circumstances affecting their status as
Independent Directors of the Company and
the Board is satisfied of the integrity, expertise,
and experience (including proficiency in terms
of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on
the Board. Further, in terms of Section 150 read
with Rule 6 of the Companies (Appointment
& Qualification of Directors) Rules, 2014, as
amended, the Independent Directors of the
Company have registered their names in the
data bank of Independent Directors maintained
with the Indian Institute of Corporate Affairs.

g. Statement of Board of Directors

The Board of Directors of the Company are of the
opinion that all the Independent Directors of the
Company appointed during the year possesses
integrity, relevant expertise, competent
experience and proficiency required to best serve
the interest of the Company.

h. Familiarisation Programme of Independent
Directors

In compliance with the requirements of
Regulation 25(7) of the SEBI Listing Regulations,
the Company has put in place a Familiarisation
Programme for the Independent Directors
to familiarise them with the Company, their
roles, rights, responsibilities in the Company,
nature of the industry in which the Company

operates, business model etc. The details of
the Familiarisation Programme conducted are
available on the website of the Company and
can be accessed through the web link:https://
www.shemarooent.com/uploads/pdf/corporate
governance pdf/FAMILIARIZATION%2 0
PROGRAMMES%20-%202025-2026.pdf

i. Policy on Appointment and Remuneration

Pursuant to the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015, the Company has in place a Nomination
and Remuneration Policy for Directors, Key
Managerial Personnel and Senior Management
Personnel. Based on the recommendation of the
Nomination and Remuneration Committee, the
Board of Directors reviewed and updated the
Policy at its meeting held on May 16, 2026.

The Policy provides a framework for identifying
and appointing qualified individuals to the Board
and senior management positions and lays
down the criteria for determining qualifications,
positive attributes, independence of directors,
and remuneration. The Policy aims to ensure
that the level and composition of remuneration
is reasonable, adequate and sufficient to
attract, retain and motivate directors and senior
management personnel of the quality required to
successfully manage the affairs of the Company.

The salient features of the Policy are provided in
the Corporate Governance Report forming part
of this Annual Report.

18. AUDITORS

Statutory Auditors

M/s. Mukund M. Chitale & Co., Chartered
Accountants (ICAI Firm Registration No. 106655W),
were appointed as the Statutory Auditors of
the Company for a term of five consecutive
years commencing from the conclusion of the
16^th Annual General Meeting held in the year
2021 and continuing until the conclusion of the
21^st Annual General Meeting to be held in the
calendar year 2026.

In accordance with the provisions of Section
139(2) of the Companies Act, 2013, an audit firm is
eligible for appointment as the Statutory Auditor
of a company for two consecutive terms of five
years each. Based on the recommendation of
the Audit Committee, the Board of Directors, at
its meeting held on May 16, 2026, approved the
re-appointment of M/s. Mukund M. Chitale & Co.,
Chartered Accountants (ICAI Firm Registration
No. 106655W), as the Statutory Auditors of the
Company for a second term of five consecutive
years, commencing from the conclusion of the
21^st Annual General Meeting to be held in the

calendar year 2026 and continuing until the
conclusion of the 26^th Annual General Meeting
to be held in the calendar year 2031, subject to
the approval of the Members at the ensuing 21^st
Annual General Meeting of the Company.

Statutory Audit Report

During the financial year 2025-2026 no fraud
occurred, noticed and/or reported by the
Statutory Auditors under Section 143(12) of the
Act read with the Companies (Audit and Auditors)
Rules, 2014 (as amended from time to time).

The Auditor’s Report for the financial year ended
March 31, 2026, does not contain any qualification,
reservation, adverse remarks or comments.

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 appointment of
Secretarial Auditors is required to be done for a
period of 5 years commencing FY 2025-2026, 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.

The Board of Directors of the Company, upon
recommendation of the Audit Committee, at
their meeting held on May 13, 2025 has appointed
M/s. Dilip Bharadiya & Associates, Company
Secretaries in Practice (Membership no. FCS
7956 and Certificate of Practice no. 6740) as the
Secretarial Auditors of the Company for the term
of five consecutive financial years i.e. from F.Y.
2025-2026 to F.Y. 2029-2030 and the approval of
shareholders has been sought for the same at
the 20^th AGM of the Company held on September
19, 2025.

Secretarial Audit Report

The Secretarial Audit was carried out by M/s. Dilip
Bharadiya & Associates, Company Secretaries in
Practice (Membership no. FCS 7956 and Certificate
of Practice no. 6740) for the financial year 2025¬
2026. The Report given by the Secretarial Auditor
is annexed as ‘Annexure C'and forms an integral
part of this Board’s Report. During the year under
review, the Secretarial Auditor has not reported
any matter under Section 143 (12) of the Act,
therefore no detail is required to be disclosed
under Section 134 (3) (ca) of the Act.

The Secretarial Report for the financial year
ended March 31, 2026, does not contain any
qualification, reservation, adverse remark or
disclaimer.

Cost Audit

The Company is required to maintain Cost
Records as specified by the Central Government
under Section 148(1) of the Act and accordingly,
such accounts and records are made and
maintained by the Company.

The Board has re-appointed M/s. Joshi Apte and
Associates, Cost Accountants, (Firm’s Registration
No. 000240) as Cost Auditor of the Company for
conducting Cost Audit of your Company for the
financial year 2026-2027 at a remuneration of
' 1,00,000/- (Rupees One Lakh Only) per annum.
As required under the Act, the remuneration
payable to the Cost Auditor is required to
be placed before the Members in a general
meeting for their ratification. Accordingly, a
Resolution seeking Member’s ratification for
the remuneration payable to M/s. Joshi Apte
and Associates, Cost Auditors for financial year
2026-2027 is included at Item No. 4 of the Notice
convening the 21^st Annual General Meeting.

The Company has maintained cost accounts
and records in accordance with the provisions of
Section 148(1) of the Act read with the Companies
(Cost Records and Audit) Rules, 2014.

Cost Audit Report

The Cost Audit Report for the financial year
2025-26 as issued by M/s. Joshi Apte and
Associates, Cost Accountants, (Firm’s Registration
No. 000240), does not contain any qualification,
reservation or adverse remarks.

19. RELATED PARTY CONTRACTS OR
ARRANGEMENTS

All Related Party Transactions executed in
financial year 2025-2026 were on arms’ length
basis and in the ordinary course of business.
All related party transaction(s) are first placed
before Audit Committee for approval on a yearly
basis specifying the upper ceiling as to amount
for the transactions which are of a foreseen and
repetitive nature. The transactions entered into
pursuant to the prior approval so granted are
audited and a statement giving details of all
related party transactions is placed before the
Audit Committee for their approval on a quarterly
basis.

During the year, there were no related party
transactions which were materially significant
and that could have a potential conflict with the
interests of the Company at large.

The details of Related Party Transactions,
as required pursuant to respective Indian
Accounting Standards, have been stated in the
Standalone Audited Financial Statement of
Company forming part of this Annual Report.

The policy on Related Party Transactions
as approved by the Board is placed on the
Company’s website at www.shemarooent.com
under Investors section.

20. INTERNAL CONTROL SYSTEM AND
COMPLIANCE FRAMEWORK

The Company has established adequate internal
control systems commensurate with the nature
of its business, and the size, scale, and complexity
of its operations. The internal control framework
is designed to ensure the orderly and efficient
conduct of business, safeguarding of assets,
prevention and detection of frauds and errors,
accuracy and completeness of accounting
records, and timely preparation of reliable
financial information.

The Company’s internal audit function adopts
a systematic and structured approach to
evaluate and improve the effectiveness of
risk management, control and governance
processes. The audit methodology includes a
review of business processes and operational
controls, as well as compliance with regulatory,
operational, and system-related procedures.
The scope of review covers both manual
controls and IT-enabled applications through
which transactions are approved, processed,
and recorded. During the year under review,
these controls were assessed considering the
key components of an effective internal control
framework.

The Company had appointed M/s. Mahajan &
Aibara as the Internal Auditors for the year under
review. The Internal Auditors formulate the
audit plan, scope, methodology, and coverage,
which are reviewed periodically to ensure that
all significant areas of operations are adequately
covered.

The Audit Committee periodically reviews
the Company’s operations and deliberates on
key matters with the management. Internal
audit reports are regularly reviewed by the
management and appropriate corrective actions
are undertaken to strengthen controls and
enhance the effectiveness of existing systems
and processes. Significant audit observations
and the status of corrective actions are placed
before the Audit Committee for its review and
oversight.

21. RISK MANAGEMENT

The Company has established a robust
framework for identifying, assessing, monitoring
and managing risks across its operations. Senior
management periodically reviews the risk
management framework to ensure its continued
effectiveness and to address emerging risks and

challenges. The risk assessment and mitigation
processes, along with the status of key risks,
are regularly reviewed and discussed at the
meetings of the Audit Committee and the Board
of Directors.

Pursuant to Regulation 21 of the SEBI Listing
Regulations, the constitution of a Risk
Management Committee was not applicable to
the Company during the financial year 2025-26.

The Company has adopted a Risk Management
Policy in accordance with the provisions of
Section 134 of the Companies Act, 2013 and
Regulation 17 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations,
2015 (“SEBI Listing Regulations”) which
can be accessed on Companys website at -
www.shemarooent.com

22. WHISTLE BLOWER POLICY / VIGIL MECHANISM

To create enduring value for all stakeholders and
ensure the highest level of honesty, integrity
and ethical behaviour in all its operations, the
Company has adopted a Whistle Blower & Vigil
Mechanism Policy.

Further, details on vigil mechanism of the
Company are provided in the Corporate
Governance Report, forming part of this Report.

23. SHARE CAPITALA. Authorised Share Capital

During the year under review, there was no
change in the authorised share capital of the
Company. As on March 31, 2026, authorized
share capital of the Company stood on
' 60,00,00,000/- (Rupees Sixty Crores only).

B. Preferential Issue

During the year under review, the Board of
Directors, at its meeting held on February
11, 2026, approved the issuance of 14,10,000
(Fourteen Ten Thousand) fully paid-up
equity shares of face value of ' 10 (Rupee
Ten ) each at an issue price of ' 110 (Rupees
One hundred and Ten Only) per equity share,
including a premium of ' 100 (Rupees One
Hundred Only) per share, on a preferential
basis to individuals of promoter/ promoter
group category towards repayment/
appropriation of existing unsecured loans. It
may be noted that there was no fund inflow
/ outflow pursuant to the allotment of equity
shares on preferential basis.

The aforesaid preferential issue was
subsequently approved by the shareholders
of the Company through Postal Ballot on
March 13, 2026.

C. ESOP Allotment

During the year under review, Your Company
has not made any allotment of Equity Shares
under its ESOP Scheme (i.e. “Shemaroo
Entertainment Limited Employees Stock
Option Scheme - 2021”).

D. Paid Up Capital

The issued and paid-up equity capital of
the Company as on 31^st March, 2026 , was
' 28,73,02,990/- comprising of 2,87,30,299
equity shares of ' 10 each.

24. CORPORATE GOVERNANCE REPORT

Report on Corporate Governance and Certificate
of the Statutory Auditors of the Company
regarding compliance of the conditions of
Corporate Governance as stipulated in Part C of
Schedule V of the SEBI Listing Regulations, are
provided in a separate section and forms part of
this Annual Report.

25. SECRETARIAL STANDARDS

The Company has complied with all applicable
Secretarial Standards, i.e. including, 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').

26. CONSERVATIONOFENERGYANDTECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE

The information required under Section 134(3)
(m) of the Companies Act, 2013 read with Rule
8(3) of the Companies (Accounts) Rules, 2014 is
provided below:

A. Conservation of Energy

Shemaroo Entertainment Limited is
primarily engaged in the business of
content creation, acquisition, aggregation,
distribution and monetization across
television, digital, OTT and other media
platforms. Since the Company's operations
do not involve manufacturing activities, its
energy requirements are relatively limited.
Nevertheless, the Company remains
committed to the efficient utilization of
energy resources and continues to adopt
measures aimed at optimizing energy
consumption, minimizing wastage
and promoting sustainability across its
operations.

B. Technology Absorption

Technology continues to play a pivotal
role in the Company's business operations
and growth strategy. During the year,
the Company further strengthened its

technology infrastructure and digital
capabilities to support the efficient
management, distribution and monetization
of content across multiple platforms and
geographies.

The Company continued to leverage its
advanced media technology ecosystem
and multi-location digital infrastructure
to facilitate seamless content delivery in
various formats. Automation tools, intelligent
workflows and technology-driven processes
were further integrated to enhance content
availability, improve operational efficiencies
and enable faster adaptation to evolving
consumer preferences and platform
requirements.

The Company also continued to strengthen
its capabilities in digital content distribution,
FAST (Free Ad-Supported Streaming
Television) channels, content management
systems, ad-serving technologies and
platform integrations. Enhancements in
traffic management systems, automated
playout operations, archival and retrieval
architecture, redundancy systems and digital
asset management infrastructure have
contributed towards improved scalability,
reliability and operational resilience.

These initiatives have enabled the Company
to efficiently serve television broadcasters,
OTT platforms, social media channels and
other digital distribution partners while
enhancing audience reach, user experience
and revenue optimization opportunities.

The Company remains focused on leveraging
emerging technologies to strengthen
content delivery capabilities, support new
business models, improve operational
efficiencies, enhance monetization
opportunities and mitigate technology and
operational risks.

C. Foreign Exchange Earnings and Outgo

The details of foreign exchange earnings
and outgo during the financial year 2025¬
2026 are as follows:

27. HUMAN RESOURCES

At Shemaroo, we believe that our employees
are valuable resources working to drive the
organization's growth. The strategic alignment
of Human Resource department to our business
priorities is therefore critical. The Company
takes pride in commitment, competence and
dedication of its employees in all areas of the
business. Attracting, developing and retaining
the right talent will continue to be a key strategic
imperative, and the organization continues to
maintain a steady focus towards that.

Your Company has well laid down, objective
and transparent processes for Recruitment,
Selection, Performance Management and Talent
Management. To maintain its competitive edge
in a highly dynamic industry, it recognizes the
importance of having a workforce which is
consumer-focused, performance-driven and
future-capable. The Company is committed to
nurturing, enhancing and retaining its top talent
through superior learning and organizational
development and by shaping a performance
culture that brings out the best in our people.

The total employee strength at the end of
financial year 2025-2026 is 644 as mentioned
below:

28. MANAGERIAL REMUNERATION AND
PARTICULARS OF EMPLOYEES

Disclosure with respect to remuneration as
required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, is appended as ‘Annexure D' to the
Board’s Report.

Further, the information pertaining to Rule
5(2) and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel)
Rules, 2014, pertaining to the names and
other particulars of employees is available
for inspection at the Registered office of the
Company during business hours and pursuant
to the second proviso to Section 136(1) of the Act,
the Report and the accounts are being sent to
the members excluding this. Any shareholder
interested in obtaining a copy of the same may
write to the Company Secretary/ Compliance
Officer either at the Registered Office address or
by email tocompliance.officer@shemaroo.com.

29. PREVENTION OF SEXUAL HARASSMENT

Disclosures in relation to the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 have been provided in
the Report on Corporate Governance, which
forms part of this Annual Report.

31. CORPORATE SOCIAL RESPONSIBILITY

In compliance with the requirements of
Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules,
2014, the Board of Directors have constituted a
Corporate Social Responsibility (CSR) Committee.
The details of membership of the Committee and
the meetings held are detailed in the Corporate
Governance Report, forming part of this Annual
Report.

The CSR Policy of the Company is available
on the website of the Company at:
www.shemarooent.com

During the previous financial years, the Company
had incurred CSR expenditure in excess of the
amount required under Section 135(5) of the
Companies Act, 2013, resulting in an excess
CSR spend of ^21.00 Lakhs. In accordance with
Section 135(5) of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules,

2014, such excess amount may be set off against
the CSR obligation of the Company for up to
the immediately succeeding three financial
years, subject to compliance with the prescribed
conditions.

During the year under review, there was no CSR
obligation against which the excess amount
could be adjusted. Consequently, an amount
of ^6.45 Lakhs, being the portion of the excess
CSR expenditure for which the permissible carry¬
forward period of three financial years has expired,
is no longer available for set off. The balance
amount of ^14.55 Lakhs remains eligible for set¬
off against the Company’s CSR obligations, if any,
arising during the remaining permissible period
in accordance with the applicable provisions of
the Companies Act, 2013 and the rules made
thereunder.

The Annual Report on CSR activities containing
details of expenditure incurred by the Company
and brief details on the CSR activities are provided
in ‘Annexure E' to this Board’s Report.

32. OTHER DISCLOSURES

• During the year under review, your Company
has not issued shares with differential voting
rights and sweat equity shares.

• During the year under review, there was
no application made and proceeding
initiated /pending under the Insolvency and
Bankruptcy Code, 2016, by any Financial
and/or Operational Creditors against your
Company. As on the date of this report, there
is no application or proceeding pending
against your Company under the Insolvency
and Bankruptcy Code, 2016.

• During the year under review, there was no
one-time settlement entered into with any
Bank or financial institutions in respect of
any loan taken by the Company.

• The Statutory Auditor has not reported any
instances of fraud under Section 143(12) of
the Companies Act, 2013 in their Audit Report
for the financial year 2025-2026; accordingly,
the disclosure under Section 134(3)(ca) is not
applicable.

• There were no instances wherein voting
rights were exercised by employees
indirectly through any trust or otherwise.

• The Company has complied with all the
applicable provisions related to the Maternity
Benefits Act, 1961.

33. CAUTIONARY STATEMENT

Statements contained in this Report, particularly
those included in the Management Discussion
and Analysis Report, describing the Company’s
objectives, projections, estimates, expectations,
or outlook, may constitute “forward-looking
statements” within the meaning of applicable
laws and regulations.

Actual results may differ materially from those
expressed or implied in such statements due to
various factors and circumstances that may affect
the Company’s operations and performance.

34. ACKNOWLEDGEMENT

As Shemaroo steps into a new era, the Company
remains focused on unlocking new possibilities,
business opportunities, and growth avenues,
while continuing to create the magic of
entertainment. In doing so, the Company is
committed to delivering long-term, sustainable
growth and creating enduring value for all its
stakeholders.

Your Directors take this opportunity to express
their sincere appreciation for the support
and cooperation extended by shareholders,
customers, bankers, financial institutions,
government authorities, and other business
associates.

The Board also gratefully acknowledges the
exemplary contribution of the Company’s
employees at all levels towards achieving
its business objectives. Their dedication,
commitment, and enthusiasm have been
instrumental in enabling the Company to
navigate challenges and move forward with
confidence.

The Board of Directors further extends its
gratitude to all stakeholders for their continued
trust and confidence in the Company. We look
forward to their ongoing support as valued
partners in our journey of growth and progress.

For and on behalf of the Board of Directors
Shemaroo Entertainment Limited

Sd/- Sd/-

Raman Maroo Atul Maru

Chairman & Jt. Managing Director

Managing Director DIN: 00169264

DIN: 00169152

Place: Mumbai
Date: May 16, 2026