Directors Report of Phantom Digital Effects Ltd.

Mar 31, 2025

The Board of Directors have the pleasure in presenting the 09^th Annual Report of the Company along with audited
financial statements for the financial year ended March 31, 2025.

1. FINANCIAL RESULTS

Your Company''s Standalone and Consolidated Financial Performance during the Financial Year 2024-25 as
compared to that of the previous Financial Year 2023-24 is summarized below:

	Standalone		Consol	idated
Particulars	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from operations	9,852.43	8,933.05	10,215.79	8,933.05
Other Income	221.15	110.38	221.23	110.38
Total Income	10,073.58	9,043.43	10,437.01	9,043.43
Total Expenses	7,269.09	5,775.93	7,634.03	5,775.93
Profit Before Taxation & Exceptional Items	2,804.49	3,267.50	2,802.98	3,267.50
Less: Exceptional Expense	-	-	-	-
Profit Before Taxation (PBT)	2,804.49	3,267.50	2,802.98	3,267.50
Less: Tax Expense	782.77	856.27	782.77	856.27
Profit After Taxation (PAT)	2,021.72	2,411.23	2,020.21	2,411.23
Earnings per share (Basic & Diluted) (in ''	14.89	19.80	14.88	19.80

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

Year	Award / Recognition	Project / Recipient	Event / Date
2024	40 Under 40 Award	Binu Joshua	AVGC 40 Under 40 Awards 2024
2024	Movers and Shakers / VFX Excellence Award	PhantomFX	MAAC 24FPS Awards 2024
2025	Best Created Environment (Digital OTT)	IC 814	VAM Awards - April 23, 2025
2025	Best VFX Shot	IC 814	VAM Awards - April 23, 2025
2025	Best VFX in All Content Formats (OTT/TV/Films)	PhantomFX	VAM Awards - April 23, 2025
2025	Best Effect Simulation (Feature Film)	Thandel	VAM Awards - April 23, 2025
2025	VFX Shot of the Year - TV/OTT/Animated Ads	IC 814	FICCI BAF Awards - circa April/ May 2025
2025	Collaboration Excellence	Thandel	Autodesk Imagine Awards - August 2025
2025	Best VFX Award	Ayalaan	Blacksheep Cine Awards - March 2025
2025	Best Animation & Visual Effects Award	Ayalaan	Vikatan Awards - March 2025

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.

The Company has not entered into any contract /
arrangement /transaction with related parties which
is required to be reported in Form No. AOC-2 in terms
of Section 134(3)(h) read with Section 188 of the Act
and Rule 8(2) of the Companies (Accounts) Rules,
2014, hence the disclosure under Form AOC-2 is not
applicable to the Company. The details in respect of
other related party transactions are provided under
Note No.26 of the financial statements.

18. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and
Section 134(3) of the Act read with Rule 12 of
the Companies (Management and Administration)
Rules, 2014 as amended from time to time, the
Annual Return of the Company is available on the
Company''s website and can be accessed at https://
phantomfx.com/

19. BOARD OF DIRECTORS

The Board of Directors has an optimum combination
of Executive and Non-Executive Directors with One

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:

S No.	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Bejoy Arputharaj S	Chairman & Managing Director	8	8
2	Mrs. Syntia Moses Darry	Whole Time Director	8	7
3	Mr. Binu Joshua S	Whole Time Director & CFO	8	7
4	Mr. S Ravindran	Whole Time Director	8	8
5	Mr. P V Jeemon*	Non-Executive Director	1	1
6	Mr. Manjit Singh Parmar	Independent Director	8	7
7	Mr. Tom Antony	Independent Director	8	8
8	Mr. Suryaraj Kumar	Independent Director	8	8

*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:

Name	DIN/PAN	Particulars	Effective Date/period of Appointment & Resignation
Mr. Tamiz Selvan Dakshinamoorthy	ATGPD7437F	Appointed as Chief Financial officer	26.04.2024
Mr. Jeemon P V	00876858	Resigned from Directorship	29.05.2024
Mr. Tamiz Selvan Dakshinamoorthy	ATGPD7437F	Resigned as Chief Financial officer	29.05.2024
Mr. Binu Jousha Sammanohar	ASQPB8188G	Appointed as Chief Financial officer	29.05.2024
Ms. Pallavi Tongia	ACS 66438	Resigned as Company Secretary and Compliance officer	18.08.2024
Ms. Poornima Raghu	ACS 66317	Appointed as Company Secretary and Compliance officer	19.08.2024

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

Name	DIN/PAN	Particulars	Effective Date/period of Appointment & Resignation
Ms. Poornima Raghu*	ACS 66317	Resigned as Company	15.07.2025
		Secretary and Compliance
		officer

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

25. DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT,
1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the grant
of maternity leave, work-from-home options where applicable, and provision of creche facilities as required. The
Company remains committed to ensuring a safe and supportive work environment for its women employees.

26. MANAGEMENT REPLIES TO COMMENTS/OBSERVATIONS IN THE AUDITORS REPORT

S. No.	Auditor Comments	Management Reply
1	Annexure B to the Independent Auditors	Management acknowledges the material weakness related to the
	Report	absence of an appropriate internal control system for customer and vendor acceptance, credit evaluation, and the establishment
	Qualified Opinion	of customer credit limits for sales and vendor selection for purchases.
	According to the information and explanations given to us and based	We recognize the potential risk this poses in terms of revenue
	on our audit, the following material	recognition and capital expenditure management. To address
	weaknesses have been identified as at	this, management has already initiated the following corrective
	March 31, 2025:	actions:
	The Company did not have an	Development and implementation of a formal customer and
	appropriate internal control system for	vendor onboarding policy, which includes rigorous acceptance
	customer or vendor acceptance, credit evaluation and establishing customer	criteria and documentation requirements.
	credit limits for sales or vendor selection	Establishment of a structured credit evaluation process to assess
	for purchases, which could potentially	customer creditworthiness and determine appropriate credit
	result in the Company recognizing revenue or capital expenditure without	limits prior to order approval.
	establishing reasonable certainty of	Integration of credit limit checks into the sales order processing
	ultimate collection or timely completion of Capital projects.	system to prevent sales exceeding approved limits.
		Formalization of vendor selection and approval procedures, ensuring procurement decisions are aligned with company policies and project timelines.
		Training and awareness programs for relevant staff to reinforce compliance with these new controls.
		Management is committed to strengthening the internal control environment to ensure accurate revenue recognition and timely completion of capital projects. We will monitor the effectiveness of these controls on an ongoing basis and report progress to the Audit Committee regularly.

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

C) Stakeholders Relationship Committee;

D) Corporate Social Responsibility Committee;

E) Risk Management Committee;

The composition of various Committees of the Board
of Directors is made available on the website of the
Company. The Board is responsible for constituting,
assigning, co-opting and fixing the terms of
reference of various committees. Details on the role
and composition of these committees, including the
number of meetings held during the financial year
and the related attendance are provided below.
Further, during the year under review, the Board
has accepted all recommendations made by various
committees.

A. AUDIT COMMITTEE

During the Financial Year 2024-25, the Company
had 07 (Seven) Audit Committee meetings, viz
04^th April, 2024, 29^th May, 2024, 12^th August,

2024, 13^th November, 2024, 30^th January,

2025, 03^rd March, 2025 and 27^th March, 2025.

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:

S. No.	DIRECTOR	DESIGNATION	No. OF MEETING ENTITLED	No. OF MEETING ATTENDED
1	Mr. Manjit Singh Parmar	Chairman	07	07
2	Mr. Tom Antony	Member	07	07
3	Mr. Suryaraj Kumar	Member	07	07

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:

S No.	DIRECTOR	DESIGNATION	No. OF MEETING ENTITLED	No. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	04	04
2	Mr. Manjit Singh Parmar	Member	04	04
3	Mr. Suryaraj Kumar	Member	04	04

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:

S No.	DIRECTOR	DESIGNATION	No. OF MEETING ENTITLED	No. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	01	01
2	Mr. Manjit Singh Parmar	Member	01	01
3	Mrs. Syntia Moses Darry	Member	01	01

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:

S No.	DIRECTOR	DESIGNATION	No. OF MEETING ENTITLED	No. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	02	02
2	Mr. Manjit Singh Parmar	Member	02	02
3	Mrs. Syntia Moses Darry	Member	02	01

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 composition of the Committee and the details of a meeting attended by its members are given below:

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	01	01
2	Mr. Binu Joshua S	Member	01	00
3	Mr. S Ravindran	Member	01	01

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

CHENNAI

MUMBAI

HYDERABAD

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.

By Order of the Board of Directors
For PHANTOM DIGITAL EFFECTS LIMITED

Sd/- Sd/-

Binu Joshua Sammanohar Bejoy Arputharaj Sam Manohar

Whole Time Director Chairman & Managing Director

DIN:03459073 DIN: 03459098

Place: Chennai
Date: 03.09.2025

---

Mar 31, 2024

The Board of Directors have the pleasure in presenting the 08th Annual Report of the Company along with audited financial statements for the financial year ended March 31, 2024.

1. FINANCIAL RESULTS

The Company''s financial (Standalone) performance for the year ended March 31, 2024 is summarised below:

(Amount in Lakhs)

Particulars	2023-24	2022-23
Revenue from Operations	8933.05	5,789.42
Other Income	110.38	84.43
Total Income	9043.43	5,873.86
Operating expenditure	5321.01	3580.85
Depreciation and amortisation expense	454.65	115.41
Total expenses	5,775.66	3,696.26
Profit Before exceptional items and tax	3267.77	2,177.60
Exceptional items	-	-
Profit Before Tax	3267.77	2,177.60
Current Tax	856.72	525.47
Deferred Tax	(8.47)	32.53
Tax Adjustment of Earlier Years	8.03	-
Net Profit for the period	2411.49	1,619.60
Earnings per share (Basic & Diluted) (in Rs.)	26.90	15.97

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

During the year under review, the Company recorded revenue of Rs.8933.05 lakhs from its operation as against Rs.5789.42 lakhs in the previous financial year 2022-23. Other Income during the current financial year 2023-24 was Rs.110.38 lakhs as against Rs.84.43 lakhs in the previous financial year 2022-23. The Company recorded Profit before Tax of Rs.3267.77 lakhs for the financial year 2023-24 as against Rs. 2177.60 lakhs for the previous financial year 2022-23. The net profit for the financial year 2023-24 stood at Rs.2411.49 lakhs as against Rs. 1619.60 lakhs in the previous financial year. The YOY growth w.r.t EPS rate has increased to 68.44% for this financial year.

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. 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 2023-24.

In the absence of any declaration of dividend in the past, the Company does not have any unpaid/ unclaimed dividend coming under the purview of Section 124(5) of the Act to be transferred to Investors Education and Protection Fund ("IEPF”) of the Central Government.

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.

7. AWARDS & RECOGNITIONS

We are thrilled to highlight the remarkable achievements and accolades that our organization has received during the year. Our commitment to excellence and innovation has been recognized through several prestigious awards, underscoring the dedication and hard work of our entire team. Notably, we are honored with the following which reflects our leadership in the VFX industry.

^ EDISON AWARDS 2024

- Visual Marvel Award - LEO Movie

^ VAM AWARDS 2024

- Best VFX Feature (Domestic) - Ayalaan Movie

- Best Compositing - Ayalaan Movie

- Best VFX Supervisor - Ayalaan Movie - Bejoy Arputharaj

- Best Motion Capture - Ayalaan Movie

- Best Innovative Use of Software in VFX -Ayalaan Movie

- Best Compositing Artist - Havinash Raghav -Ayalaan Movie

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 Rs.12,00,00,000/-(Rupees Twelve Crores) divided into 1,20,00,000 equity shares of Rs.10 each to Rs.20,00,00,000/-(Rupees Twenty Crores) divided into 2,00,00,000 equity shares of Rs.10 each thereafter. Consequential amendments were made in the Memorandum and Articles of Association of the Company.

The Company has issued/ allotted 19,39,200 Equity Shares of face value Rs.10/- each at an issue price of Rs.412.50 per equity share which includes premium of Rs.402.50/- per equity share by way of Qualified Institutions Placement (“QIP”). Consequent to this QIP, the paid-up share capital of the Company has increased and stood at Rs.13,57,92,000/- divided into 1,35,79,200 equity shares of Rs.10/- each as on March 31, 2024.

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. QUALIFIED INSTITUTIONAL PLACEMENT:-

Pursuant to the approval of the Board and the Members, the Company has issued / allotted 19,39,200 Equity Shares of face value S10/-each at an issue price of S412.50 per equity share which includes premium of Rs.402.50/-per equity share by way of Qualified Institutions Placement (“QIP”). Apart from this issue, there was no other change in the share capital of the Company

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 31st March 2024, an amount of Rs.2,041.36/-lakhs is outstanding towards borrowings, which comprises of both 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 2023-24.

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, 2024, 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, 2024 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 Rs. 5.32 Lakhs towards its contribution to share capital of its subsidiary viz., Phantomfx Studios Limited, UK and the company has yet to commence the operation. The 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.

The Company has not entered into any contract / arrangement /transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, hence the disclosure under Form AOC-2 is not applicable to the Company. The details in respect of other related party transactions are provided under Note No.25 of the financial statements.

18. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the

Company is available on the Company''s website and can be accessed at https://phantomfx.com/

19. BOARD OF DIRECTORS

The Board of Directors has an optimum combination of Executive and Non-Executive Directors with One 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 1/3rd 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 2023-24, the Company held 11 (Eleven) 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:

S NO			NO. OF	NO. OF
	DIRECTOR	DESIGNATION	MEETING	MEETING
			ENTITLED	ATTENDED
1	Mr. Bejoy Arputharaj S	Chairman & Managing Director	11	11
2	Mrs. Syntia Moses Darry	Whole Time Director	11	11
3	Mr. Binu Joshua S	Whole Time Director	11	11
4	Mr. S Ravindran	Whole Time Director	11	11
5	Mr. P V Jeemon	Non-Executive Director	11	11
6	Mr. Manjit Singh Parmar	Independent Director	11	11
7	Mr. Tom Antony	Independent Director	11	11
8	Mr. Suryaraj Kumar	Independent Director	11	11

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. During FY 2023-24, 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 Rs. 20,000/- per meeting to its Non-Executive Directors for attending the meetings of Board and Committees.

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

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs.Syntia Moses Darry (DIN:03459055) Director of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended her re-appointment. Details of the Directors retiring by rotation and seeking re-appointment have been furnished in the explanatory statement to the notice .

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

Name	DIN/PAN	Particulars	Effective Date/period of Appointment & Resignation
Mr. Rajinikanth E.S	AFBPR1144Q	Resigned from the position of Chief Financial Officer	28/07/2023
Mr. Vijaykrishnan TS	AAKPV3193R	Appointed as Chief Financial Officer & KMP	28/07/2023
Mr. Vijaykrishnan TS	AAKPV3193R	Resigned from Chief Financial Officer & KMP	16/02/2024
		Shareholders confirmed his
Mr. Suryaraj Kumar	00714694	appointment as Independent Director	04/05/2023

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

Name	DIN/PAN	Particulars	Effective Date/period of Appointment & Resignation
Mr. Thamiz Selvan Dakshinamoorthy (*)	ATGPD7437F	Appointed as Chief Financial Officer	26/04/2024
Mr. Thamiz Selvan Dakshinamoorthy ( *)	ATGPD7437F	Resigned from Chief Financial Officer	29/05/2024
Mr. P V Jeemon (*)	00876858	Non-executive Director -Resigned	29/05/2024
Mr. Binu Joshua M	03459073	Appointed as Chief Financial Officer	29/05/2024

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 appointed as the Statutory Auditors of the Company to hold office for a period of five years i.e., till the conclusion of 11th 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 2023-24, which forms part of the Annual Report 2023-24. 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. Rabi Narayan & Associates, Company Secretaries (unique Identification

No.S2000TN667800), were appointed as Secretarial Auditors of the Company for the financial year 2023-24. 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. M/s. SKD & Associates, Company Secretaries have been appointed to conduct the secretarial audit of the Company for FY 2024-25 who is confirmed that he is eligible for the said appointment.

The Secretarial Auditors'' Report for the financial year 2023-24 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 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 30th July, 2022 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 two years commencing from the Financial year 2022-2023 till the conclusion of Financial year 2023-2024.

At the board meeting held on 29th May, 2024 M/s. K E K and Associates LLP, Chartered Accountant. appointed as Internal auditor of the company to conduct the internal audit functions for FY 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 2023-24 on sexual harassment

25. 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.

26. 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.

27. 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.

28. 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 2023-24 in the prescribed format are annexed as "Annexure-V”.

29. 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

30. 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.

31. 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

32. 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, provided as 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.

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

Your Company does not have any Holding, Joint venture or Associate Company as on March 31, 2024. During the year, as part of the expansion of the business of the company to overseas market, your company has incorporated a wholly owned subsidiary viz Phantomfx Studios Limited on June 23, 2023 in United Kingdom (UK). Since PhantomFX Studios Limited has not started the operation, hence, Consolidation of Financial Statement has not been done. ( Refer Note: 12 in the Balance sheet under Non-current investment).

During the Financial Year under review, there are no companies which has 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.

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

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

35. 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 31st March, 2024.

36. 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.

37. 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, 2024 the following Committees constituted by the Board function according to their respective roles and defined scope:

A) Audit Committee;

B) Nomination and Remuneration Committee;

C) Stakeholders Relationship Committee;

D) Corporate Social Responsibility Committee;

E) Risk Management Committee;

The composition of various Committees of the Board of Directors is made available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below. Further, during the year under review, the Board has accepted all recommendations made by various committees.

A. AUDIT COMMITTEE

During the Financial Year 2023-24, the Company had 05 (Five) Audit Committee meetings, viz 22nd May, 2023, 28th July, 2023, 29th August, 2023, 10th November, 2023 and 14th February, 2024.

The composition of the Committee as on March 31, 2024 and the details of meetings attended by its members during the financial year 2023-24 are given below:

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr.Manjit Singh Parmar	Chairman	05	05
2	Mr.Tom Antony	Member	05	05
3	Mr.Suryaraj Kumar	Member	05	05

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

B. NOMINATION AND REMUNERATION COMMITTEE

During the Financial Year 2023-24, the Company held 02 (Two) Nomination and Remuneration Committee meetings, viz 30th June, 2023 and 14th February, 2024.

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

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	02	02
2	Mr. Manjit Singh Parmar	Member	02	02
3	Mr. Suryaraj Kumar	Member	02	02

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 2023-24, the Company held 01 (One) Stakeholders'' Relationship Committee meeting on March 27, 2024.

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

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	01	01
2	Mr. Manjit Singh Parmar	Member	01	01
3	Mrs. Syntia Moses Darry	Member	01	01

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 2023-24, the Company held 01 (One) Corporate Social Responsibility Committee meeting, viz 22nd May 2023

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

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	01	01
2	Mr.Manjit Singh Parmar	Member	01	01
3	Mrs.Syntia Moses Darry	Member	01	01

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 2023-24, the Company held 01 (One) Risk Management Committee meetings, viz March 27, 2024.

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

S NO	DIRECTOR	DESIGNATION	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	01	01
2	Mr. Binu Joshua S	Member	01	01
3	Mr. S Ravindran	Member	01	01

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

38. 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.

39. 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

40. 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

41. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on March 27, 2024 without the presence of NonIndependent 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.

42. 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.

43. 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

44. 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.

45. 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.

46. 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

47. 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

48. LISTING

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

ISIN : INE0MLZ01019

49. POSTAL BALLOT

During the year under review the Company has passed resolution in connection with appointment of Mr. Suryaraj Kumar (DIN: 00714694) as an Independent Director

of the Company and obtained the approval of the shareolders through postal ballot on 4th May 2023.

50. 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.

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.

SMART ODR Portal (Securities Market Approach for Resolution through ODR Portal) can be accessed via the following link - https://smartodr.in/login

51. 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.

52. CREDIT RATING

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

53. 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.

54. 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.

55. 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

56. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

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

57. 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

8th 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

58. INVESTOR GRIEVANCE REDRESSAL

During the financial year 2023-24, there were no complaints received from the investors. The designated email id for Investor complaint is cs@ phantom-fx.com

59. 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: [e-mail]

60. BUSINESS LOCATIONS

As on March 31, 2024, the company has its place of business (Studios) in the following locations in India

CHENNAI

MUMBAI

HYDERABAD

PhantomFX also have administrative offices in the UK, United States, Canada and Dubai.

61. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation 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.

By Order of the Board of Directors For PHANTOM DIGITAL EFFECTS LIMITED

Sd/- Sd/-

BINU JOSHUA SAMMANOHAR BEJOY ARPUTHARAJ SAM MANOHAR

Whole Time Director Chairman & Managing Director

DIN:03459073 DIN: 03459098

Place: Chennai Date: 29.05.2024

---

Mar 31, 2023

The Board of Directors have pleasure in presenting the 07^th Annual Report of the Company along with audited financial statements for the financial year ended March 31, 2023.

1. FINANCIAL RESULTS

The Company''s financial (Standalone) performance for the year ended March 31, 2023 is summarised below:

		(Amount in Lakhs)
Particulars	2022-23	2021-22
Revenue from Operations	5,789.43	2,233.27
Other Income	84.43	3.33
Total Revenue	5,873.86	2,236.60
Profit Before exceptional and extraordinary items and tax	2,177.58	655.11
Exceptional items	-	-
Profit Before extraordinary items and tax	2,177.58	655.11
Extraordinary items	-	-
Profit Before Tax	2,177.58	655.11
Current Tax	525.40	168.15
Deferred Tax	32.62	(3.37)
Tax Adjustment of Earlier Years	-	-
Net Profit/ Loss for the period	1,619.56	490.33
Earnings per share (Basic & Diluted) (in D)	15.97	5.44

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

During the year under review, the Company recorded revenue of D5789.42 lakhs from its operation as against D 2233.27 lakhs in the previous financial year 2021-22. Other Income during the current financial year 2022-23 was D84.43 lakhs as against D3.33 lakhs in the previous financial year 2021-22. The Company recorded Profit before Tax of D2177.58 lakhs for the financial year 2022-23 as against D 655.11 lakhs for the previous financial year 2021-22. The net profit for the financial year 2022-23 stood at D1619.56 lakhs as against D490.33 lakhs in the previous financial year.

3. BUSINESS OVERVIEW

The Visual Effects (VFX) industry in India has been transitioned from being an outsourcing partner to being a global competitor in its own right. The industry is witnessing tremendous growth with the increase in demand for high-quality visuals

coupled with technological advancements and government initiatives to encourage innovation and entrepreneurship in this sector.

As a TPN Certified studio, the Company offers a wide range of VFX services. The company''s specializations include (i) Completing a Shot with final compositing (ii) Creating 3D elements, photoreal creatures, and environments (iii) Rig/Wire removal, paint cleanup, rotoscopy (iv) 3D matchmove (v) 3D animation (storyboard, animation) (vi) Pre-visualization Game cinematics (viii) Fire / water Fx and other natural phenomena 3D ride animation.

The company provides high end visual effects solutions for commercials, feature films and web series globally, through its'' offices based in India, and is contemplating to establish its presence in US, Dubai, Canada and London to cater to the Europe, Middle East and UK markets. Presently, the Company has operating studios at Chennai, Hyderabad and

Mumbai besides having marketing teams based in Vancouver, Montreal and Los Angeles to cover the North American markets.

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 2022-23.

To bring transparency in the matter of declaration of dividend and protect the interests of investors, the company had adopted a Dividend Policy since listing of its shares. The policy has been displayed on the Company''s website at link https:// phantomfx.com/Phantomfxcms/InvestorUpfile/ P11_DividendDistributionPolicy.pdf

I n the absence of any declaration of dividend in the past, the Company does not have any unpaid/ unclaimed dividend coming under the purview of Section 124(5) of the Act to be transferred to Investors Education and Protection Fund (“IEPF") of the Central Government.

5. TRANSFER TO RESERVES

There is no amount proposed to be transferred to reserves during the year under review.

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 THE REPORT

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 the date of this report, which forms part of this report.

7. AWARDS & RECOGNITIONS • VAM Summit 2023

(Visual Film Exchange Summit)

S Best VFX Shot Award for the Movie, Dangerous

S Best Simulation Effects for the movie Beast S Best use of Previsualization for the movie Beast

• Excellence In Animation and Visual Effects In Times Business Awards 2022

• Company of the Year In Outlook Business ICON Awards 2023,

• Outstanding Young Person of the year in India at the 67^th JCI India (Junior Chamber International) 2022 National Convention

• VFX excellence award at the IndiaJoy Summit 2022

8. CHANGE IN STATUS OF THE COMPANY

The Company was converted into a Public Limited Company pursuant to approval of the Shareholders at an Extraordinary General Meeting held on July 21, 2022 and consequently, the name of our Company was changed to “Phantom Digital Effects Limited" and a Fresh Certificate of Incorporation consequent upon conversion from Private Company to Public Company was issued by Registrar of Companies, Chennai dated July 29, 2022. The Corporate Identification Number of our Company is L92100TN 2016PLC103929.

9. CHANGE IN THE NATURE BUSINESS

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

10. CHANGE IN CAPITAL STRUCTURE

During the year, the Authorised Share Capital of the company has been increased two times i.e., from D5,00,000 (Rupees Five Lakhs) divided into 50,000 equity shares of D10 each to D7,00,00,000 (Rupees Seven Crores) divided into 70,00,000 equity shares of D10 each thereafter from D7,00,00,000 to D12,00,00,000 (Rupees Twelve Crores) divided into 1,20,00,000 equity shares of D10 each. Consequential amendments were made in the Memorandum and Articles of Association of the Company.

11. 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:- During the year, the Company has issued bonus shares to its shareholders , in the ratio of 899 : 1, i.e., Eighty Hundred and Ninety Nine (899) shares of D10/-for every One (01) existing equity shares by

capitalizing a sum of D8,99,00,000/- (Rupees Eight Crores Ninety Nine Lakhs only) out of D9,10,00,000/- (Rupees Nine Crores Ten Lakhs Only) standing to the credit of free reserves as on June 30, 2022.

d. EMPLOYEES STOCK OPTION PLAN:- The

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

e. INITIAL PUBLIC OFFER (“IPO”) :- During the year under review, the Company has successfully completed the Initial Public Offer (IPO). The offer to the public consisted of fresh issue of shares to the tune of 26,40,000 as well as an offer for sale of 4,23,600 shares from the promoter shareholders. The Company raised D 2508 lakhs through IPO wherein 26,40,000 equity shares of D10/- each at a premium of D85/- per shares was offered to the public for subscription. The issue was oversubscribed by 234 times. The equity shares got listed on October 21, 2022 on the SME Platform of National Stock Exchange of India Limited viz., NSE EMERGE

f. 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.

g. 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.

The paid-up share capital of the Company as on March 31, 2023 is D11,64,00,000/- divided into 1,16,40,000 equity shares of Re.10/- each

12. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

The Company had raised funds through Initial Public Offer (IPO) during October 2022 where the equity shares are listed on EMERGE Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue is being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue.

The Company has opened 3 (three) new studios at Chennai, Mumbai, and Hyderabad, considering the opportunities and our expertise in the VFX business and in order to cater to the demand and increase the

market positioning of the company. The company has entered into formal lease/rental agreements for occupying the required space for setting up of these new studios.

There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated October 18, 2022

13. 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.

14. BORROWINGS

As on 31^st March 2023, an amount of D729.10 lakhs is outstanding towards borrowings, which comprises of both secured and unsecured loans.

15. DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) I n the preparation of the annual accounts for the year ended March 31, 2023, 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, 2023 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 not given any Loans, made any Investments, given any Guarantees and provided any Securities during the Financial Year under 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.

The Company had not entered into any contract / arrangement /transaction with related parties which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, hence the disclosure under Form AOC-2 is not applicable to the Company.

You may refer to Related Party transactions in Note No.27 (Point No:22) of the Standalone Financial Statements for more details.

18. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31^st March, 2023 is available on the Company''s website and can be accessed at https://phantomfx.com/

19. BOARD OF DIRECTORS

Composition of the Board as at March 31, 2023, company''s Board consists of 08 members. Besides the Chairman, who is an Executive Promoter Director, the Board comprises of two Executive Promoter Directors (including one Woman Executive Director), one Executive Director and one Non-Executive Non-Independent Director and three Non-Executive Independent Directors. Brief profile of Directors is available at Company''s website at https://phantomfx.com/. The composition of the Board is in conformity with the Act and consists of 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 2022-23, the Company held 19 (Nineteen) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013, viz 02^nd May, 2022, 30^th May, 2022, 23^rd June, 2022, 29^th June, 2022, 12^th July, 2022, 20^th July, 2022, 21^st July 2022, 25^th July, 2022, 30^th July, 2022, 18^th August, 2022, 23^rd August, 2022, 25^th August, 2022, 01^st October, 2022, 18^th October, 2022, 19^th October, 2022, 12^th November, 2022, 28^th November, 2022, 23^rd December, 2022 and 13^th February, 2023. 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:
S.	DIRECTOR	POST HELD	NO. OF MEETING	NO. OF MEETING
No.			ENTITLED	ATTENDED
1	Mr. Bejoy Arputharaj S	Chairman & Managing Director	19	19
2	Mrs. Syntia Moses Darry	Whole Time Director	19	19
3	Mr. Binu Joshua S	Whole Time Director	18	18
4	Mr. S. Ravindran	Whole Time Director	11	11

S. No.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
5	Mr. P V. Jeemon	Non-Executive Non Independent Director	11	11
6	Mr. Manjit Singh Parmar	Independent Director	11	09
7	Mr. Tom Antony	Independent Director	11	11
8	Mr. Suryaraj Kumar	Independent Director	01	01

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 2022-23, 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 D20,000/- per meeting to its Non-Executive Independent Directors for attending the meetings of Board and Committees.

Remuneration of 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

In accordance with the provisions of Section 152 of the Companies Act, 2013, and the Articles of Association of the Company, Mr. Binu Joshua Sammanohar (DIN: 03459073) and Mr. Sivasankaran Ravindran (DIN: 08009653), Directors of the Company, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment. Details of the Directors retiring by rotation and seeking reappointment have been furnished in the explanatory statement to the notice of the ensuing AGM.

The following are the changes in the Board of Directors/KMPs of the Company during the year under review:

Name	DIN/PAN	Particulars	Effective Date
Mr. Bejoy Arputharaj Sam Manohar	3459098	Chang of Designation as Chairman & Managing Director	01/07/22
		Variation of Terms of Appointment	08/08/22
Mrs. Syntia Moses Darry	3459055	Chang of Designation as Whole time Director	01/07/22
		Variation of Terms of Appointment	08/08/22
Mr. Binu Joshua Sammanohar	3459073	Appointed as Director	01/06/22
		Chang of Designation as Whole time Director	01/07/22
		Variation of Terms of Appointment	08/08/22
Mr. S. Ravindran	8009653	Appointed as Whole-time Director	08/08/22
Mr. Jeemon P V	00876858	Appointed as Non-executive NonIndependent Director	08/08/22
Mr. Manjit Singh Parmar	7511020	Appointed as Non-executive Independent Director	08/08/22

Name	DIN/PAN	Particulars	Effective Date
Mr. Tom Antony	1413738	Appointed as Non-executive Independent Director	08/08/22
Mr. Suryaraj Kumar(*)	00714694	Appointed as Non-executive Independent Director	13/02/23
Mr. Rajini Kanth E.S (**)	AFBPR1144Q	Appointed as Chief Financial Officer & KMP	01/07/22
Ms. Pallavi Tongia	AQFPT8642J	Appointed as Company Secretary & Compliance Officer & KMP	01/07/22
(*) Mr. Suryaraj Kumar has been appointed in Board at their meeting held on 13th February, 2023 and approved by shareholders through Postal ballot vide dated 04th May, 2023 (**) Mr.Vijaykrishnan TS, has been appointed as Chief Financial Officer & KMP in the place of Mr. Rajini Kanth E.S with effect from 28th July, 2023

The Board of Directors of the company are of the opinion that all the Independent Directors of the company appointed / re-appointed during the year possess impeccable integrity, relevant expertise and experience required to best serve the interests of the company

22. AUDITORS AND AUDITORS'' REPORTA. STATUTORY AUDITORS AND THEIR REPORT

During the year under review, M/s.Ravichandran & Thangaraj Associates, Chartered Accountants, Chennai (FRN:08028S), has resigned from the position of Statutory Auditors with effect from June 23, 2022 and the casual vacancy created consequent to the resignation was filled by the appointment of M/s. L. U. Krishnan & Co, Chartered Accountants, (FRN:001527S) to hold office till the date of conclusion of the sixth AGM. Subsequently pursuant to the provisions of Section 139 of the Act and Rules made thereunder, M/s. L. U. Krishnan & Co, Chartered Accountants, (FRN:001527S) were appointed as Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the Sixth (06^th) AGM held on August 25, 2022 until the conclusion of Eleventh (11^th) AGM of the Company to be held in the calendar year 2027 The Auditors have also confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold a valid certificate issued by the Peer Review Board of the ICAI

M/s. L. U. Krishnan & Co, Chartered Accountants, have submitted their Report on the Financial Statements of the Company for the FY 2022-23, which forms part of the Annual Report 2022- 23. 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(1) of the Companies Act, 2013 are not applicable to the company for the period under review.

C. SECRETARIAL AUDITOR AND THEIR REPORT

M/s. Rabi Narayan & Associates, Company Secretaries (unique Identification No.S2000TN667800), were appointed as Secretarial Auditors of the Company for the financial year 2022-23. The Secretarial Audit Report submitted by them for the said financial year in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act is annexed as Annexure III to this report. M/s. Rabi Narayan & Associates, Company Secretaries have been reappointed to conduct the secretarial audit of the Company for FY 2023-24. They have confirmed that they are eligible for the said appointment.

The Secretarial Auditors'' Report for the Financial year 2022-23 does not contain any qualification, reservation or adverse remark except that certain forms/returns under the Act had been filed belatedly. The delay in filing certain forms in certain instances were due to the technical problems faced by the company while accessing the MCA website to file the forms/returns. However, the company has filed all applicable forms and returns by paying additional fee wherever applicable and as on the date of this report all the applicable forms/returns are duly filed.

23. 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 2022-23.

24. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control system to synchronise 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 organisation, providing assurance about the safekeeping of the assets and the execution of transactions as per the authorisation 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.

25. 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 2022-23 on sexual harassment

26. 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.

27. 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.

28. 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.

29. 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 2022-23 in the prescribed format are annexed as Annexure-IV.

30. 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 Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company.

During the year, such controls were tested and no material discrepancy or weakness in the Company''s internal controls over financial reporting was observed.

31. 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.

32. 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:// phantomfx.com

33. PARTICULARS OF EMPLOYEES

Employee relations continued to be cordial during the year under review. The Company continued its thrust 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-V. 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-V.

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.

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

Your Company does not have any Holding, Subsidiary, Joint venture or Associate Company as on March 31, 2023. During the Financial Year under review, there are no companies which has become or ceased to be Subsidiary, Joint Venture/ Associate Companies.

However, as part of the expansion of the business of the company to overseas market, your company has incorporated a wholly owned subsidiary viz Phantomfx Studios Limited on June 23, 2023 in United Kingdom (UK). The Company is yet to start its operations.

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

The Company does not have any Holding or Subsidiaries Company as on 31^st March 2023. Hence reporting under this clause is not required to be provided

38. COMMITTEES OF THE BOARD

As on March 31, 2023, the company has five Board level committees:

A) Audit Committee

B) Nomination and Remuneration Committee

C) Stakeholders Relationship Committee

D) Corporate Social Responsibility Committee

E) Risk Management Committee

The composition of various Committees of the Board of Directors is available on the website of the Company. The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference of various committees. Details on the role and composition of these committees, including the number of meetings held during the financial year and the related attendance are provided below.

A. AUDIT COMMITTEE

The Audit Committee was constituted vide Board resolution dated August 18, 2022 pursuant to Section 177 of the Companies Act, 2013. During the Financial Year 2022-23, the

36. 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, 2023.

37. 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.

Company held 03 (Three) Audit Committee meetings, viz 20th August, 2022, 12th November, 2022 and 13th February, 2023. The composition of the Committee as on March 31, 2023 and the details of meetings attended by its members during the financial year 2022-23 are given below: S. DIRECTOR POST HELD NO. OF MEETING NO. OF MEETING No. DIRECTOR POST HELD ENTITLED ATTENDED
1 Mr. Manjit Singh Parmar	Chairman	03	03
2 Mr. Tom Antony	Member	03	03
3 Mr. Binu Joshua S*	Member	03	03
4 Mr. Suryaraj Kumar*	Member	0	0
*Reconstitution of Audit Committee took place on 13th February, 2023 by appointing place of Mr. Binu Joshua S			Mr. Suryaraj Kumar in the

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

B. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee was constituted at a meeting of the Board of Directors held on August 18, 2022. During the Financial Year 2022-23, the Company held 02 (Two) Nomination and Remuneration Committee meetings, viz 20^th August, 2022 and 13^th February, 2023.

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

S. No.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	02	02
2	Mr. Manjit Singh Parmar	Member	02	02
3	Mr. P V Jeemon**	Member	02	02
4	Mr. Suryaraj Kumar**	Member	0	0
**	Reconstitution of Audit Committee took place on 13th place of Mr. P V Jeemon.		February, 2023 by appointing Mr. Suryaraj Kumar in the

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

The Stakeholders Relationship Committee has been formed by the Board of Directors, at the meeting held on August 18, 2022. During the Financial Year 2022-23, the Company held 02 (Two) Stakeholders'' Relationship Committee meetings, viz 20^th August, 2022 and 24^th March, 2023.

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

S. No.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	02	02
2	Mr. Manjit Singh Parmar	Member	02	02
3	Mrs. Syntia Moses Darry	Member	02	02

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

The Corporate Social Responsibility Committee has been formed by the Board of Directors, at the meeting held on August 18, 2022, in compliance with Section 135 of the Companies Act 2013. During the Financial Year 2022-23, the Company held 02 (Two) Corporate Social Responsibility Committee meetings, viz 20^th August, 2022 and 13^th February, 2023.

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

S. No.	DIRECTOR	POST HELD	NO. OF MEETING ENTITLED	NO. OF MEETING ATTENDED
1	Mr. Tom Antony	Chairman	02	02
2	Mr. Manjit Singh Parmar	Member	02	02
3	Mrs. Syntia Moses Darry	Member	02	02

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

The Risk Management Committee has been formed by the Board of Directors, at the meeting held on August 18, 2022.During the Financial Year 2022-23, the Company held 01 (One) Risk Management Committee meetings, viz 20^th August, 2022.

The composition of the Committee and the details of meeting attended by its members are given below:
S.	DIRECTOR	POST HELD	NO. OF MEETING	NO. OF MEETING
No.			ENTITLED	ATTENDED
1	Mr. Tom Antony	Chairman	01	01
2	Mr. Binu Joshua S	Member	01	01
3	Mr. S Ravindran	Member	01	01

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:// phantomfx.com/Phantomfxcms/InvestorUpfile/ P13_RiskManagementPolicy.pdf

Note: The IPO Committee constituted by the Board, at its meeting held on August 18, 2022 was dissolved, upon listing of company''s shares as there was no scope to continue with it. During the Financial Year 2022-23, the Company held 01 (One) IPO Committee meetings, viz 25^th August, 2022.

39. 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.

40. 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 familiarise 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

41. 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

42. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on March 24, 2023 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.

43. 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.

44. 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://phantomfx.com/Phantomfxcms/ I nvestorU pfi le/P9_Wh istleB lowerPolicy. pdf

45. CODE FOR PREVENTION OF INSIDER-TRADING

I n 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 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.

46. 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 http://www.phantom-fx.com. . 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.

47. 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://phantomfx.com

48. REGISTRAR AND TRANSFER AGENT (RTA)

During the year as part of listing, the Company 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

49. LISTING

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

50. POSTAL BALLOT

During the year under review, no resolution was passed through postal ballot.

51. 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.

52. 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 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

53. CREDIT RATING

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

54. 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.

55. 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

56. GREEN INITIATIVES

I n 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 7^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

57. INVESTOR GRIEVANCE REDRESSAL

During the financial year 2022-23, there were no complaints received from the investors. The designated email id for Investor complaint is cs@ phantom-fx.com

58. COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Ms. Pallavi Tongia, Company Secretary & Compliance Officer

Registered Office: 6^th Floor, Tower B, Kosmo One Tech Park, Plot No.14, 3^rd Main Road, Ambattur Industrial Estate, Ambattur, Chennai, 600058, Tamil Nadu, India Phone No. 044-43846228, email: cs@ phantom-fx.com

59. BUSINESS LOCATIONS

As on March 31, 2023, the company has its place of business (Studios) in the following locations

CHENNAI	MUMBAI	HYDERABAD
6th Floor, Tower B	7th Floor, Techniplex - I	Office No 201, 2nd Floor
Plot #14, 3rd Main Road	Techniplex Complex	Isprout Business Center
Kosmo One Tech	Veer Savarkar Flyover	Modern Profound Tech Park
Ambattur Industrial Area	Goregaon (West)	Whitefields, Kondapur
Chennai-600 058	Mumbai - 400 104.	Hyderabad -500 084

60. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and cooperation 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.