Directors Report of Moving Media Entertainment Ltd.

Mar 31, 2025

Your Director’s are pleased to present the 03^rd Annual Report on the business and operations of your
Company along with the Audited Financial Statements for the Financial Year ended 31 March 2025.

1. FINANCIAL HIGHLIGHTS:

The Financial highlights for the year ended March 31, 2025 are summarized below:

Particulars	Financial Year ended 31 March 2025	Financial Year ended 31 March 2024
Income from operations	3,70,638.31	2,33,811.09
Other Income	0	0
Total Income	3,70,638.31	2,33,811.09
Cost of Operation	62,442.11	59,356.65
Employee Benefit Expenses	7,927.39	2,276.66
Depreciation and amortization expense	1,28,623.43	26,254.89
Finance Cost	17,478.40	2,825.60
Other Administrative Expenses	14,322.22	8,215.11
Total Expenditure	2,30,793.54	98,928.91
Profit before Tax	1,39,844.76	1,34,882.17
Current Tax expense for current year	7,901.47	23,975.75
Current Tax expense relating to the previous year	0	2,935.92
Deferred Tax	27,975.33	0
Profit after Tax	1,03,967.96	1,07,970.50
Basic earnings per share (Loss in Rs per share)	8.50	10797.05
Diluted earnings per share (Loss in Rs per share)	8.50	10797.05

2. BUSINESS OVERVIEW:

During the financial year ended on 31 March 2025, the Company recorded total income of INR
3,70,638.31 (in Thousands) wherein previous financial year total income was INR 2,33,811.09 (in
Thousands). The Company incurred a profit of INR 103,967.96 (in Thousands) wherein previous year
net profit was INR 107,970,50 (In thousands). For a further detailed analysis of the operational
performance of your Company, please refer to the standalone financial statements of the Company
forming part of the Annual Report.

3. OPERATIONS REVIEW OF BUSINESS OPERATIONS, STATE OF COMPANY’S AFFAIRS
AND FUTURE:

Moving Media Entertainment Limited (“the Moving Media”, “Company”, “Our”, “we”, “us”) is a
Camera, Lens and its peripheral equipment outsourcing company, engaged in providing end to end
camera and lens equipment on a package rental basis in India. Our company caters to the media and
entertainment industry across the country. Our business operations began as a proprietary firm in the
name and style of M/s Moving Media in the year 2012, under the leadership of Mr. Kuuldeep
Beshawar Nath Bhargava, with the goal of meeting the dynamic needs of professionals in film,
television, advertising, and digital content creation. We specialize in providing comprehensive rental
packages for high-quality production equipment, catering to small, medium, and large corporate
clients in the entertainment industry.

Moving Media initially focused on providing camera and lens equipment rental services in package to

corporate clients in Mumbai. Since then, our business has expanded significantly, and we now offer
services to clients across India. Over the years, we have evolved into a comprehensive camera and lens
equipment solutions provider, offering services ranging from hardware and software sourcing to
installation, integration, documentation, user training, and post-installation support. We pride
ourselves on delivering solutions from Concept to Commissioning (C2C), ensuring our clients receive
customized, end-to-end services. Our team includes a dedicated group of trained experienced
engineers who provide support and maintenance for all rented equipment. Over the years our
company has gained extensive experience in the industry and is growing its brand awareness through
increase in customer base and earning trust through quality of services.

In addition to the company’s core rental services, we offer complementary services such as delivery,
setup, and on-site technical support, ensuring a seamless experience for our clients from start to
finish. Our dedication to quality, reliability, and customer satisfaction has established us as a trusted
partner in the media industry. We continue to expand our offerings to meet the evolving needs of our
clientele.

4. INDUSTRIAL RELATION

The Company enjoyed cordial relations with its employees during the year under review. Your
Company has always considered its workforce and their skills as its valuable asset and continues to
enhance their performance with emphasis on aligning it with the changing business requirements. The
periodical trainings, incentives, increments and other welfare measures ensure healthy industrial
relations

5. CHANGE IN STATUS AND NAME OF THE COMPANY

During the year under review, the Company converted from a Private Limited Company to a Public
Limited Company. Consequently, the name of the Company was changed from Moving Media
Entertainment Private Limited to Moving Media Entertainment Limited. A fresh Certificate of
Incorporation reflecting this change was issued by the Registrar of Companies on 22 July 2024, in
accordance with the provisions of the Companies Act, 2013.

This change in status and name was part of the Company’s strategic decision to list its equity shares on
the NSE Emerge platform, enabling broader investor participation and supporting future expansion
plans.

6. CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there was no change in the nature of the Company’s principal
business activities. However, the Board of Directors at its meeting held on 10 April 2024, and the
shareholders through a resolution passed at the Extra-Ordinary General Meeting held on 20 April
2024, approved an amendment to the Object Clause of the Memorandum of Association of the
Company. The amendment was made to include the following new object:

“To take over the running business of ‘Moving Media’, a proprietorship firm of Mr. Kuuldeep
Beshawar Nath Bhargava, which is engaged in the business of broadcasting of video and audio,
including related camera and supporting equipment.”

7. HOLDING/SUBSIDIARIES/ASSOCIATES/JOINT VENTURES

Your Company does not have any Holding, Subsidiaries, Associates, or Joint Ventures.

8. SHARE CAPITAL:

A. AUTHORIZED SHARE CAPITAL:

The Authorized Share Capital of the Company as on 31 March 2025 is INR 18,50,00,000 (Indian
Rupees Eighteen Crore Fifty Lakhs) only divided into 1,85,00,000 (One Crore Eighty-Five Lakhs) fully
paid-up equity shares of INR 10 (Indian Rupees Ten) only each.

During the Review Period, the following changes took place in the Authorised Share Capital of the
Company:

The Board of Directors at its meeting held on 10 April 2024 and the shareholders through a resolution
passed at the Extra-Ordinary General Meeting held on 20 April 2024 increased the authorized share
capital of the company from INR 15,00,000 (Indian Rupees Fifteen Lakhs) only divided into 1,50,000
(One Lakh Fifty Thousand) fully paid-up equity shares of INR 10 (Indian Rupees Ten) only each to
INR 15,00,00,000 (Indian Rupees Fifteen Crore) only divided into 1,50,00,000 (One Crore Fifty
Lakhs) fully paid-up equity shares of INR 10 (Indian Rupees Ten) only each.

The Board of Directors at its meeting held on 12 September 2024, and the shareholders through a
resolution passed at the Extra-Ordinary General Meeting held on 13 September 2024 increased the
authorized share capital of the company from INR 15,00,00,000 (Indian Rupees Fifteen Crore) only
divided into 1,50,00,000 (One Crore Fifty Lakhs) fully paid-up equity shares of INR 10 (Indian Rupees
Ten) only each to INR 18,50,00,000 (Indian Rupees Eighteen Crore Fifty Lakhs) only divided into

1.85.00. 000 (One Crore Eighty Five Lakhs) fully paid-up equity shares of INR 10 (Indian Rupees Ten)
only each.

Further, post closure of the financial year ended as on 31 March 2025, the following changes took
place in the Authorised Share Capital of the Company:

The Board of Directors at its meeting held on 04 June 2024, and the shareholders through a
resolution passed at the Extra-Ordinary General Meeting held on 06 June 2024 increased the
authorized share capital of the company from INR 18,50,00,000 (Indian Rupees Eighteen Crore Fifty
Lakhs) only divided into 1,85,00,000 (One Crore Eighty Five Lakhs) fully paid-up equity shares of
INR 10 (Indian Rupees Ten) only each to INR 19,00,00,000 (Indian Rupees Nineteen Crores) only
divided into 1,90,00,000 (One Crore Ninety Lakhs) fully paid-up equity shares of INR 10 (Indian
Rupees Ten) only each.

Accordingly, as on date of this report, the Authorized Share Capital of the Company is INR

19.00. 00.000 (Indian Rupees Nineteen Crores) only divided into 1,90,00,000 (One Crore Ninety
Lakhs) fully paid-up equity shares of INR 10 (Indian Rupees Ten) only each.

B. PAID UP SHARE CAPITAL:

The paid-up Share Capital of the Company as on 31 March 2025 is INR 12,60,63,360 (Indian Rupees
Twelve Crore Sixty Lakhs Sixty-Three Thousand Three Hundred and Sixty) only divided into
1,26,06,336 (One Crore Twenty-Six Lakhs Six Thousand Three Hundred and Thirty-Six) fully paid-up
equity shares of INR 10 (Indian Rupees Ten) only each.

During the Review Period, the following changes took place in the Paid-up Share Capital of the
Company:

The Shareholders, through a resolution passed at the Extra-Ordinary General Meeting held on 29 July
2024, approved the issuance of 10,00,000 (Ten Lakhs) fully paid-up equity shares by way of Bonus
Issue in the ratio of 100:1 (i.e., 100 equity shares for every 1 equity share held) of face value INR 10
each. Subsequently, the Board of Directors at its meeting held on July 30, 2024, allotted the said

10.00. 000 equity shares accordingly.

The Board of Directors at its meeting held on 05 September 2024, and the shareholders through a
resolution passed at the Extra-Ordinary General Meeting held on 05 September 2024, approved and
allotted 10,91,056 (Ten Lakhs Ninety-One Thousand and Fifty-Six) fully paid-up equity shares of face
value INR 10 (Indian Rupees Ten) only each at a premium of INR 150 (Indian Rupees One Hundred

and Fifty) only per share [i.e., issue price of INR 160 (Indian Rupees One Hundred and Sixty) only per
share] for consideration other than cash and INR 103 (Indian Rupees One Hundred Three) in Cash
(that is in lieu of acquisition of the business of M/s Moving Media through a Business Transfer
Agreement, effective from 01 April 2024) to Mr. Kuuldeep Beshawar Nath Bhargava, proprietor of M/s
Moving Media.

The Shareholders, through a resolution passed at the Extra-Ordinary General Meeting held on 13
September 2024 approved the issuance of 1,05,05,280 (One Crore Five Lakhs Five Thousand Two
Hundred and Eighty) fully paid-up equity shares by way of Bonus Issue in the ratio of 5:1 (i.e., 5 equity
shares for every 1 equity share held) of face value INR 10 (Indian Rupees Ten) only each. The Board of
Directors, at its meeting held on September 14, 2024, accordingly allotted the said 1,05,05,280 (One
Crore Five Lakhs Five Thousand Two Hundred and Eighty) equity shares.

Further, post closure of the financial year ended as on 31 March 2025, the following changes took
place in the Paid-up Share Capital of the Company:

The Company made an Initial Public Offering (IPO) of 62,00,000 (Sixty-Two Lakhs) equity shares of
face value INR 10 (Indian Rupees Ten) only each at a premium of INR 60 (Indian Rupees Sixty) only
per share (issue price of INR 70 per share), pursuant to its Prospectus dated June 17, 2025. The shares
were allotted on July 1, 2025, and the Company''s securities were listed on the NSE SME (Emerge)
Platform on July 3, 2025.

Accordingly, as on date of this report, the Paid-up Share Capital of the Company is INR 18,80,63,360
(Indian Rupees Eighteen Crores Eighteen Lakhs Sixty-Three Thousand Three Hundred and Sixty) only
divided into 1,88,06,336 (One Crore Eighty-Eight Lakhs Sixty Thousand Three Hundred and Thirty-
Six) only fully paid-up equity shares of INR 10 (Indian Rupees Ten) only each.

9. INITIAL PUBLIC OFFER (IPO) & LISTING OF SHARES ON NSE SME EMERGE
PLATFORM:

The Company vide Prospectus dated 17 June 2025 issued its securities via Initial Public Offering and
the Company’s Securities were listed on NSE SME (Emerge) Platform with ISIN INE0XM301010 and
symbol of MMEL with effect from 03 July 2025.

The company made an Initial Public Offering (IPO) of 62,00,000 (Sixty-Two Lakhs) Equity Shares of
INR 10 (Indian Rupees Ten) only each at a premium of INR 60 (Indian Rupees Sixty) only per share
(issue price of INR 70 per share) vide Prospectus dated 17 June 2025,

Pursuant to the IPO as aforesaid 1,88,06,336 (One Crore Eighty-Eight Lakhs Sixty Thousand Three
Hundred and Thirty-Six) only fully paid-up equity shares of INR 10 (Indian Rupees Ten) only of the
company were listed at NSE SME (Emerge) Platform.

The public issue was subscribed 61.18 times in the retail category, 55.23 times in QIB category and
126.07 times in the NII category.

10. DIVIDEND:

Due to conservation of resources for future expansion your Director’s have not recommended any
dividend on the Equity Shares for the financial year under review. Pursuant to Regulation 43A of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”), top one thousand listed entities based on market
capitalization shall formulate a dividend distribution policy. The Company is outside the purview of
top one thousand listed entities. In view of this formulation of a dividend distribution policy is not
applicable to the Company.

11. TRANSFER TO RESERVES:

During the year under review the Board of Directors of your Company has decided not to transfer any
amount to reserves.

12. STATEMENT OF DEVIATION AND VARIATION OF ISSUE PROCEEDS UNDER
REGULATION 32 OF SEBI (LISTING OBLIGATION AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015:

There was no deviation or variation on utilization of proceeds of Initial Public Offer (IPO) from the
purpose and objects stated in the Prospectus dated 17 June 2025.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and
Independent Directors. As on 31 March 2025, the Board comprises of 05 (Five) Directors, out of which
2 (Two) are Executive Directors, 2 (Two) are Non-Executive Independent Directors and 1 (One) is
Non-Executive Directors.

The Composition, category and attendance of each Director at the Board and Annual General Meeting
of each Director is as follows: -

Sr No.	DIN	Name of the Director	Designation
1.	01108712	Kuuldeep Beshawar Nath Bhargava	Promoter and Managing Director
2.	09611986	Anjali Bhargava	Promoter and Non - Executive Director
3.	08446107	Ayush Bhargava	Promoter and Executive Director
4.	01594539	Abhishek Shamsunder Rege	Non - Executive Independent Director
5.	07644960	Vinkesh Gulati	Non - Executive Independent Director
6.		Chanda Rambali Yadav	CFO
7.		Surbhi Gupta	Company Secretary

Changes in the Board of Director and Key Managerial Personnel of the Company
during the year and till the date of this report are as under:

Mr. Kuuldeep Beshawar Nath Bhargava (DIN: 01108712), was re-designated from Director to
Managing Director of the Company pursuant to the provisions of Sections 196, 197, and 203 read with
Schedule V of the Companies Act, 2013. His re-designation was approved by the Board at its meeting
held on 10 April 2024, with effect from 02 May 2024, and subsequently approved by the members at
the Extra-Ordinary General Meeting held on 20 April 2024, for a period of five (5) years commencing
from 02 May 2024 to 01 May 2029.

Ms. Anjali Bhargava (DIN: 09611986), was re-designated from Executive Director to Non-Executive
Director pursuant to Section 152 of the Companies Act, 2013. The change was approved by the Board
at its meeting held on 10 April 2024, with effect from 02 May 2024, and her office shall be liable to
retire by rotation.

Ms. Chanda Rambali Yadav was appointed as the Chief Financial Officer of the Company pursuant to
the provisions of Section 203 of the Companies Act, 2013. Her appointment was approved by the
Board at its meeting held on 10 April 2024, with effect from 02 May 2024.

Mr. Ayush Bhargava (DIN: 08446107), was appointed as an Executive Director of the Company
pursuant to the provisions of Sections 149, 152, and 161 of the Companies Act, 2013. His appointment
was approved by the members at the Extra-Ordinary General Meeting held on 20 April 2024, with
effect from 02 May 2024, and his office shall be liable to retire by rotation.

Mr. Abhishek Shamsunder Rege (DIN: 01594539), was appointed as an Independent Director of the
Company pursuant to the provisions of Sections 149, 150, 152, and 160 of the Companies Act, 2013.
His appointment was approved by the members at the Extra-Ordinary General Meeting held on 19
July 2024, for a term of five (5) consecutive years commencing from 19 July 2024, and his office shall
not be liable to retire by rotation.

Mr. Vinkesh Gulati (DIN: 07644960), was appointed as an Independent Director of the Company
pursuant to the provisions of Sections 149, 150, 152, and 160 of the Companies Act, 2013. His

appointment was approved by the members at the Extra-Ordinary General Meeting held on 19 July
2024, for a term of five (5) consecutive years commencing from 19 July 2024, and his office shall not
be liable to retire by rotation.

Mr. Dipesh Mangesh Penkar was appointed as the Company Secretary and Compliance Officer of the
Company pursuant to the provisions of Sections 179 and 203 of the Companies Act, 2013. His
appointment was approved by the Board at its meeting held on 01 August 2024, with effect from 01
August 2024. He subsequently resigned from the Company with effect from 05 May 2025.

Ms. Surbhi Gupta was appointed as the Company Secretary and Compliance Officer of the Company
pursuant to the provisions of Sections 179 and 203 of the Companies Act, 2013. Her appointment was
approved by the Board at its meeting held on 04 June 2025, with effect from 04 June 2025.

All the necessary filings with the Registrar of Companies with respect to the above Director changes
for the Review Period has been completed.

The NRC identifies and ascertains the integrity, professional qualification, areas of expertise and
experience of the person, who is proposed to be appointed as a director and appropriate
recommendation is made to the Board with respect to his / her appointment to maintain balance,
ensure effective functioning of the Board and ensure orderly succession planning. The Board is of the
opinion that the Independent Directors of the Company possess requisite qualifications, experience,
expertise and hold highest standards of integrity.

During the year, the non-executive directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees, and reimbursement of expenses incurred by
them for the purpose of attending meetings of the Company.

14. RETIREMENT BY ROTATION:

Section 152 of the Act provides that unless the Articles of Association provide for retirement of all
directors at every AGM, not less than two-third of the total number of directors of a public company
(excluding the Independent Directors) shall be persons whose period of office is liable to
determination by retirement of directors by rotation, of which one-third are liable to retire by rotation.
Accordingly, Mr. Ayush Bhargava (DIN: 08446107) is retiring by rotation at the ensuing Annual
General Meeting and being eligible, has offered herself for re-appointment.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of
SEBI Listing Obligations and Disclosure Requirements, 2015 is annexed herewith as “Annexure A”.

16. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013:

The Company has not employed any individual whose remuneration falls within the purview of the
limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(2)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The
information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are in “Annexure B”.

17. BOARD & COMMITTEE MEETINGS:

a) Board Meeting and Attendance:

During the financial year 2024-25, total Thirteen (13) Board Meetings were held on April 10, 2024,
June 21, 2024, July 18, 2024, July 20, 2024, July 26, 2024, July 30, 2024, 01 August 2024, 05 August
2024, 12 September 2024, 14 September 2024, 04 November 2024, 30 December 2024, 26 February
2025 and the gap between two Board Meetings did not exceeds limit as required under the Companies
Act, 2013 & Circulars made thereunder.

Name	Category	No of Meeting entitled to attend	No. of Board Meetings attended during the year 2024¬ 25	Whether attended last AGM held on 05 August 2024
Kuuldeep Beshawar Nath Bhargava	Promoter and Managing Director	13	13	Yes
Anjali Bhargava	Promoter and Non - Executive Director	13	13	Yes
Ayush Bhargava	Promoter and Executive Director	12	12	Yes
Abhishek Shamsunder Rege	Non - Executive Independent Director	10	9	Yes
Vinkesh Gulati	Non - Executive Independent Director	10	9	Yes

b) Audit Committee Meeting and Attendance:

During the Financial Year 2024-25, total Seven (4) Audit Committee Meetings were held on 01 August
2024, 12 September 2024, 30 December 2024 and 26 February 2025.

The Board has well-qualified Audit Committee with majority of Independent Directors including
Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls
etc.

The details of the Composition and attendance at the Meeting of the Audit Committee as on 31 March
2025 are as follows:

Sr. No	Name of the Member	Designation in Committee	Nature of Directorship	No of Meeting entitled to attend	No of Meeting attended
1.	Mr. Abhishek Rege	Chairperson	Independent Director	4	4
2.	Mr. Vinkesh Gulati	Member	Independent Director	4	4
3.	Mr. Kuuldeep Beshawar Nath Bhargava	Member	Managing Director	4	4

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the
Audit Committee.

c) Nomination & Remuneration Committee Meeting and Attendance:

During the Financial Year 2024-25, total One (1) Nomination & Remuneration Committee Meeting
were held on 01 August 2024.

The Company has duly constituted Nomination & Remuneration Committee to align with the
requirements prescribed under the provisions of the Companies Act, 2013.

Sr. No	Name of the Member	Designation in Committee	Nature of Directorship	No of Meeting entitled to attend	No of Meeting attended
1.	Mr. Vinkesh Gulati	Chairperson	Independent Director	1	1
2.	Mr. Abhishek Rege	Member	Independent Director	1	1
3.	Ms. Anjali Bhargava	Member	Non-executive Director	1	1

The Company Secretary of the Company acts as Secretary of the Committee.

The Board has framed a policy for selection and appointment of Directors, Senior Management and
their Remuneration. The policy provides for determining qualifications, positive attributes, and
independence of a Director.

d) Stakeholders Relationship Committee and Attendance:

During the Financial Year 2024-25, total One (1) Stakeholders Relationship Committee Meeting were
held on 01 August 2024.

The Company has duly constituted Stakeholders Relationship Committee to align with the
requirements prescribed under the provisions of the Companies Act, 2013.

The details of the Composition and attendance at the Meeting of the Stakeholders Relationship
Committee as on 31 March 2025 are as follows:

Sr. No	Name of the Member	Designation in Committee	Nature of Directorship	No of Meeting entitled to attend	No of Meeting attended
1.	Ms. Anjali Bhargava	Chairperson	Non-executive Director	1	1
2.	Mr. Vinkesh Gulati	Member	Independent Director	1	1
3.	Mr. Abhishek Rege	Member	Independent Director	1	1

The Company Secretary of the Company acts as Secretary of the Committee.

The Board has framed a policy for selection and appointment of Directors, Senior Management and
their Remuneration. The policy provides for determining qualifications, positive attributes, and
independence of a Director.

e) Independent Directors and Attendance:

During the Financial Year 2024-25, total One (1) Independent Directors Meeting were held on 01
August 2024.

The details of the Composition and attendance at the Meeting of the Audit Committee as on 31 March
2025 are as follows:

Sr. No	Name of the Member	Designation in Committee	Nature of Directorship	No of Meeting entitled to attend	No of Meeting attended
1.	Mr. Vinkesh Gulati	Chairman	Independent Director	1	1

2.	Mr. Abhishek Rege	Member	Independent	1	1
			Director

18. BOARD EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013, the Nomination and Remuneration
Committee has carried out evaluation of performance of every Director. The Board has carried out an
Annual performance evaluation of its own performance, of the Directors individually as well as
evaluation of the working of its various Committees. The performance evaluation of Independent
Director was carried out by the entire Board excluding the Director being evaluated. The performance
evaluation of the Chairman and Non-Independent Director was carried out by the Independent
Director at their separate Meeting.

The Directors expressed their satisfaction with the evaluation process.

19. DECLARATION BY AN INDEPENDENT DIRECTOR(S)

The declarations required under Section 149(7) of the Companies Act, 2013 from the Independent
Directors of the Company confirming that they meet the criteria of independence under Section 149(6)
of the Companies Act, 2013, have been duly received by the Company along with a declaration of
compliance of sub-rule (1) and sub-rule (2) of Rule 6 of Companies (Appointment of Directors) Rules
2014. The independent directors have also complied with the Code for Independent Directors
prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management
personnel. In the opinion of the Board, there has been no change in the circumstances which may
affect their status as Independent Directors of the Company.

20. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The Company’s policy on Directors Appointment and Remuneration including criteria for determining
qualifications, positive attributes, independence of a Director and other matters provided under sub¬
section (3) of Section 178 of the Companies Act, 2013 is available on Company’s website at https://
https://www.movingmedia.in/

21. AUDITORS

a) STATUTORY AUDITORS:

M/s. Kushal S Poonia, Chartered Accountants (Firm Registration No: 156576W), were appointed as
the Auditors of the Company for a term of 5 (five) consecutive years i.e. at the 2nd Annual General
Meeting of Members held on August 05, 2024 till the conclusion of the Annual General Meeting to be
held for the financial year 2028-2029. The Auditors have confirmed that they are not disqualified
from continuing as Auditors of the Company.

Auditors’ Report:

There are no qualifications, reservations or adverse remarks made by Statutory Auditors, in their
report. The Auditors have not reported any frauds.

b) SECRETARIAL AUDIT REPORT:

The Company, vide Prospectus dated 17 June 2025, issued its securities through an Initial Public
Offering (IPO), and subsequently, the Company''s securities were listed on the NSE SME (Emerge)
Platform on 03 July 2025. However, during the review period, the Company did not meet the
prescribed threshold under the applicable provisions of the Companies Act, 2013 and SEBI
regulations. Accordingly, the requirement for the appointment of a Secretarial Auditor was not
applicable to the Company for the financial year under review.

c) COST AUDITOR:

During the review period, the Company did not meet the prescribed threshold under the applicable
provisions of the Companies Act, 2013 and SEBI regulations. Accordingly, the requirement for the
appointment of a Cost Auditor was not applicable to the Company for the financial year under review.

d) INTERNAL AUDITOR:

During the review period, the Company did not meet the prescribed threshold under the applicable
provisions of the Companies Act, 2013 and SEBI regulations. Accordingly, the requirement for the
appointment of an Internal Auditor was not applicable to the Company for the financial year under
review.

22. INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL SYSTEMS:

The Board confirms that your Company has laid down a standard set of policies, processes and
systems which ensures Internal Financial controls across the organization with reference to Financial
Statements and that such controls are adequate and are operating effectively. The Management
monitors and evaluates the efficacy and adequacy of internal control systems in the Company ensures
compliance with operating procedures, accounting procedures and policies of the Company.

During the review period, the Company did not meet the prescribed threshold under the applicable
provisions of the Companies Act, 2013 and SEBI regulations. Accordingly, the requirement for the
appointment of an Internal Auditor was not applicable to the Company for the financial year under
review

However, post 31 March 2025, the Company has developed an internal audit plan based on the
residual risk profile of the business activities. The Audit Plan is approved by the Audit Committee of
the Board, which regularly reviews the status of the plan and evaluates the Company''s performance,
providing directions wherever necessary. Additionally, based on the findings of the Internal Audit,
management undertakes corrective actions in their respective areas, thereby strengthening internal
controls. Significant audit observations and corrective actions are presented to the Audit Committee of
the Board for further review.

During the year under review, these internal controls were tested, and no material weaknesses were
identified in their design or operation.

23. ADEQUACY INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS:

In Accordance with Section 134 of the Companies Act, 2013 and Rule 8(5)(viii) of Companies
(Accounts) Rules, 2014, Company’s Internal Financial Controls (IFC) system with reference to
Financial Statements has been established with policies and procedures ensuring -

1. Orderly and efficient conduct of business

2. Safeguarding of its assets

3. Adherence to Company’s policies

4. Prevention and detection of frauds and errors

5. Accuracy and completeness of the accounting records and timely preparation of reliable
financial information.

During the year under review, no reportable material weakness in the design or operation was
observed.

24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a structured Vigil Mechanism Framework (‘Whistle Blower Policy’) in terms of the
provisions of section 177(9) of the Act and Regulation 22 of the Listing Regulations, that motivates and
guides Directors and employees of the Company to report any wrongdoing, unethical or improper
practice without any fear of retaliation. The objective of the said framework is to establish a redressal

forum that addresses all concerns raised about questionable practices and through which
stakeholders, Directors, employees, and service providers can raise actual or suspected violations. The
Whistle Blower Policy empowers all levels of employees, including top management and service
providers, to raise their voices against actual/suspected violations.

This vigil mechanism of the Company is overseen by the Audit Committee and provides adequate
provisions protecting whistle blowers from unfair termination and other unfair prejudicial and
employment practices. The Audit Committee of the Board reviews the complaints received and
resolution thereof under the said policy on a quarterly basis. It is hereby affirmed that the Company
has not denied any of its personnel, access to the Chairman of the Audit Committee.

During the year under review, the Company had received NIL whistle blower complaint(s).

The Vigil Mechanism/ Whistle Blower Policy is available on Company’s website at
https://www.movingmedia.in/

25. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and
minimization procedures and the Board has formulated Risk management policy to ensure that the
Board, its Audit Committee and its Executive Management should collectively identify the risks
impacting the Company''s business and document their process of risk identification, risk
minimization, risk optimization as a part of a Risk Management Policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk,
Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and
Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal
risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk
mitigation plans, if necessary. Details of the Risk management Policy have been uploaded on the
website of the Company.

26. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section i34(3)(a) of the Act, the Annual Return of the Company as
on March 31, 2024 is available on the website of the Company at https: / /www.movingmedia.in /.

27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, as per the requirements of Section 134(3)(g) of the Companies Act,
2013, the Company has not given any loan or guarantee to any person or body corporate nor invested
in anybody corporate during the Financial Year 2024-2025 pursuant to Section 186 of Companies Act,
2013.

28. RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company during the financial year ended
March 31, 2025 with related parties as specified u/s 188 (1) of Companies Act, 2013 were in the
ordinary course of business and on an arm’s length basis. The information on transactions with related
parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 in Form AOC-2 is given in “Annexure C" which forms part of this report.

29. CORPORATE GOVERNANCE

As per regulation 15(2) of the SEBI Listing Regulation, the Compliance with the Corporate Governance
provisions shall not apply in respect of the following class of the Companies:

a) Listed entity having paid up equity share capital not exceeding Rs.10 Crore and Net Worth not
exceeding Rs.25 Crore, as on the last day of the previous financial year;

b) Listed entity which has listed its specified securities on the SME Exchange.

Since, our Company falls within the ambit of aforesaid exemption (b); hence compliance with the
provision of Corporate Governance shall not apply to the Company and it does not form the part of the
Annual Report for the financial year 2024-2025.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every
individual working in Company’s premises through various interventions and practices. The Company
always endeavours to create and provide an environment that is free from discrimination and
harassment including sexual harassment. The Company has in place a robust policy on Prevention of
Sexual Harassment at workplace which is in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has complied with provisions relating to the constitution of Internal Complaints
Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 [14 of 2013] including creation of Posh Policy and submission of annual return to
the District Collector. During the year under review, the Company has not received any complaint
from the employees related to sexual harassment.

S. No.	Particulars	Remarks
1.	Number of sexual harassment complaints received in a year.	Nil
2.	Number of complaints disposed off during the year.	Nil
3.	Number of cases pending for more than 90 days.	Nil
4.	Number of awareness programs or workshops against sexual harassment conducted during the year.	Nil
5.	Nature of action taken by the employer or district officer with respect to the cases.	Nil

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

Information on Conservation of Energy, technology absorption, foreign exchange earnings and outgo
is required to be given pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with the Rule
8(3) of Companies (Accounts) Rules, 2014, relevant information pertaining to conservation of energy,
technology absorption and foreign exchange earnings and outgo are given under:

A. Conservation of Energy:

(i) The steps taken or impact on conservation of energy - We believe in improving and maintaining
ecological balance by monitoring, measuring, and controlling environmental impact at our workplaces
by adopting technologically sound and sustainable practices. Our commitment towards environment
and society has been integrated into our operations to ensure sustainable development. As a
responsible organization, we make a constant effort to decarbonize our own operations.

Our sustainability strategy focuses on environmental responsibility, climate protection, and an
optimal use of natural resources through maximizing resource efficiency. The environment has a
direct impact on the health and well-being of every stakeholder in our value chain. It is therefore
important that we strive to mitigate our own impact, and wherever possible, influence positive
environmental practices.

(ii) The steps taken by the company for utilizing alternate sources of energy - The Company is actively
exploring alternative energy sources as part of its commitment to sustainability. We are in the process
of evaluating and implementing energy-efficient solutions, including solar power and other renewable
energy initiatives, to reduce our reliance on traditional energy sources and decrease our carbon
footprint. This aligns with our goal to decarbonize our operations and contribute to environmental
preservation.

(iii) The capital investment on energy conservation equipment’s - The Company continuously evaluates
opportunities for investment in energy conservation equipment and technologies. As part of our

commitment to sustainability, we remain open to integrating energy-efficient solutions that align with
our operational and environmental goals in the future.

B. Technology Absorption. Adaptation and Innovation:

(i) the efforts made towards technology absorption; - The Company continues to focus on integrating
advanced technologies into its operations to enhance efficiency and service delivery. We actively
monitor global industry trends and adopt cutting-edge equipment and software solutions to stay at the
forefront of the media and entertainment industry. Additionally, our technical team undergoes regular
training to ensure seamless adaptation to new technologies, allowing us to provide innovative, high-
quality solutions to our clients.

(ii) the benefits derived like product improvement, cost reduction, product development or import
substitution; - NA

(iii) in case of imported technology (imported during the last three years reckoned from the beginning of
the financial year)- No technology was imported during the period under review.

a) Technology Imported: NIL

b) Year of Import: NIL

c) Has the technology been fully absorbed: NIL

d) Technical collaborator: NIL

(iv) the expenditure incurred on Research and Development: NIL

C. Foreign Exchange Earnings and Outgo:

Particulars	Financial Year ended 31 March 2025	Financial Year ended 31 March 2024
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Expenditure	Nil	Nil

32. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company, the initiatives
undertaken by the Company on CSR activities during the year are set out in “Annexure D” of this
report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The policy is available at the registered office of the Company.

33. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) 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 31st March, 2025, the applicable
accounting standards have been followed along with proper explanation relating to material
departures, if any;

(b) Such accounting policies as mentioned in the Notes to the Financial Statements have been selected
and applied consistently and 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 as at 31st March, 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 maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;

(d) The annual accounts for the year ended 31st March, 2025 have been prepared on a going concern
basis;

(e) Directors has laid down internal financial controls to be followed by the Company and such Internal
Financial Controls are adequate and operating effectively;

(f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and were
adequate and operating effectively.

34- BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34 of the SEBI Listing Regulations, top one thousand listed entities based on
market capitalization shall provide Business Responsibility and Sustainability Report. The Company is
outside the purview of top one thousand listed entities. In view of this Business Responsibility and
Sustainability Report is not applicable.

35. FAMILIARIZATION PROGRAMS OF 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 and also with changes in the
regulatory environment having a significant impact on the operations of the Company and the
industry as a whole The Independent Directors also meet with senior management team of the
Company in informal gatherings.

36. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING:

Your Company has in place a Code of Conduct for Prohibition of Insider, which lays down the process
for trading in securities of the Company by the Designated Persons and to regulate, monitor and
report trading by the employees of the Company either on his/her own behalf or on behalf of any other
person, on the basis of Unpublished Price Sensitive Information. The aforementioned amended Code,
as amended, is available on the website of the Company.

37. MAINTENANCE OF COST RECORDS:

Maintenance of cost records as specified by the Central Government under sub-section (1) of section
148 of the Companies Act, 2013, is not applicable and not required by the Company.

38. UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

As on 31 March 2025, there is no unpaid/ unclaimed Dividend and the shares to be transferred to the
Investor Education & Protection Fund.

39. LISTING WITH STOCK EXCHANGES:

The Company vide Prospectus dated 17 June 2025 issued its securities via Initial Public Offering and
the Company’s Securities were listed on NSE SME (Emerge) Platform with ISIN INE0XM301010 and
symbol of MMEL with effect from 03 July 2025.

During the review period, the Company was not yet listed. However, post-listing, the Company
confirms that it has paid the Annual Listing Fees for the year 2025-26 to NSE Ltd., where the
Company''s shares are listed.

40. GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 Notice of the AGM along with the Annual Report 2024-25 is being sent only
through electronic mode to those Members whose email addresses are registered with the Company/
Depositories. Members may note that the Notice and Annual Report 2024-25 will also be available on
the Company’s website https://www.movingmedia.in/.

The Company has not accepted or renewed any amount falling within the purview of provisions of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014
during the year under review. Hence, the requirement for furnishing of details of deposits which are
not in compliance with the Chapter V of the Act is not applicable.

Pursuant to Rule 2(c) (viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Company has
received unsecured loans from its directors. The details of which are provided in the Financial
Statement and under transactions with related parties which forms part of this report.

42. STATEMENT ON COMPLIANCES OF SECRETARIAL STANDARDS:

The Board of Directors have complied with applicable Secretarial Standards as specified u/s. 118 of
Companies Act, 2013.

43. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There were no orders passed by any Regulator or Court during the year.

44. DISCLOSURE AS REQUIRED UNDER CLAUSE 5A TO PARA A OF PART A OF
SCHEDULE III OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE
REQUIREMENTS) REGULATIONS. 2015:

The Company or the shareholders, promoters, promoter group entities, related parties, directors, key
managerial personnel, employees of the listed entity or of its holding, subsidiary or associate company
has not entered into agreements among themselves or with a third party, or solely or jointly, which,
either directly or indirectly or potentially or whose purpose and effect is to, impact the management or
control of the Company or impose any restriction or create any liability upon the Company.

45. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE YEAR
UNTILL THE DATE OF THIS REPORT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:

A. Initial Public Offerings (IPO):

The Company vide Prospectus dated 17 June 2025 issued its securities via Initial Public Offering and
the Company’s Securities were listed on NSE SME (Emerge) Platform with ISIN INE0XM301010 and
symbol of MMEL with effect from 03 July 2025.

The company made an Initial Public Offering (IPO) of 62,00,000 (Sixty-Two Lakhs) Equity Shares of
INR 10 (Indian Rupees Ten) only each at a premium of INR 60 (Indian Rupees Sixty) only per share
(issue price of INR 70 per share) vide Prospectus dated 17 June 2025,

Pursuant to the IPO as aforesaid 1,88,06,336 (One Crore Eighty-Eight Lakhs Sixty Thousand Three
Hundred and Thirty-Six) only fully paid-up equity shares of INR 10 (Indian Rupees Ten) only of the
company were listed at NSE SME (Emerge) Platform.

The public issue was subscribed 61.18 times in the retail category, 55.23 times in QIB category and
126.07 times in the NII category.

B. Change in MOA Subsequent to Increase in Authorized Share Capital:

The Board of Directors at its meeting held on 04 June 2024, and the shareholders through a
resolution passed at the Extra-Ordinary General Meeting held on 06 June 2024 increased the
authorized share capital of the company from INR 18,50,00,000 (Indian Rupees Eighteen Crore Fifty
Lakhs) only divided into 1,85,00,000 (One Crore Eighty Five Lakhs) fully paid-up equity shares of
INR 10 (Indian Rupees Ten) only each to INR 19,00,00,000 (Indian Rupees Nineteen Crores) only
divided into 1,90,00,000 (One Crore Ninety Lakhs) fully paid-up equity shares of INR 10 (Indian
Rupees Ten) only each.

According to Rule 8(5)(xiii) of Companies (Account) Rules, 2014. The Company affirms that it has
duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory
benefits to eligible women employees during the year.

47. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as
there were no transactions on these items during the year under review:

1. The Company has not issued any shares with differential rights and hence no information as per
provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and
Debenture) Rules, 2014 is furnished.

2. The Company has not issued any sweat equity shares during the year under review and hence no
information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies
(Share Capital and Debenture) Rules, 2014 is furnished.

3. The Company has not issued any equity shares under Employees Stock Option Scheme during the
year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with
Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

4. During the year under review, there were no instances of non-exercising of voting rights in respect
of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read
with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the
going concern status and the Company''s operations in future.

6. No Significant orders have been passed by the Regulators, Courts, Tribunals impacting going
concern status and status of company''s operations in future.

7. During the year under review there are no shares in the demat suspense account or unclaimed
suspense account of the Company.

8. There are no details to be disclosed under Section 134(3)(ca) of the Companies Act, 2013 as there
has been no such fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

9. During the year under review, there was no difference between the amount of valuation conducted
at the time of availing loans from banks or financial institutions and the valuation undertaken during
the One Time Settlement (OTS) process. The consistency in valuation reflects a transparent and
uniform approach in assessing the fair market value of the assets, and indicates that there were no
significant changes in asset condition, market factors, or methodology adopted by the registered
valuers engaged during both instances.

10. During the Financial year no application was made, nor is any proceeding pending against the
Company under the Insolvency and Bankruptcy Code, 2016 (31 of 2016). Accordingly, this clause is
not applicable to the Company as at the end of the financial year.

Your directors acknowledge with gratitude the support received by the Company from the Banks,
Government Agencies/ organizations and employees of your Company.

Your directors also acknowledge with thanks the faith reposed by the Investors in the Company and
look forward to their continued support for times to come.

For and on behalf of the Board

Moving Media Entertainment Limited

Sd/- Sd/-

Kuuldeep Beshawar Nath Bhargava Ayush Bhargava

Managing Director Director

DIN:01108712 DIN: 08446107