Studio LSD Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

Your Directors have pleasure in presenting herewith
their 9^th Directors’ Report on the business and
operation of the Company together with the Audited
Statements of Accounts of the Company for the
financial year ended on 31^st March, 2025. This report
states compliance as per the requirements of the
Companies Act, 2013 ("the Act”), the Secretarial
Standards, the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”) and other
rules and regulations as applicable to the Company.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE
OF THE COMPANY:

(Amount in Lacs)

Standalone

PARTICULARS	2024-25	2023-24
Revenue from Operations	10,447.81	10,247.54
Other Income	52.89	1.94
Total Income	10,500.70	10,249.48
Total Expenses	8,923.20	8,783.19
Profit or (Loss) before Tax	1,577.50	1 ,466.29
Less: Current Tax	400.00	387.06
Deferred Tax	0 .84	(1.54)
Add /Less : Prior Period Tax	0.05	0.01
Profit or (Loss) After Tax	1,176.61	1,080.76

2. BRIEF DESCRIPTION OF THE COMPANY’S WORKING
DURING THE YEAR/STATE OF COMPANY’S AFFAIR:

• During the year under review, the Company has
earned Revenue from Operations of Rs.104.48
Cr. as compared to Revenue from Operations of
Rs.102.48 Cr. earned in the previous year.

• The Company has earned Profit before Tax of
Rs.15.77 Cr. as compared to Profit before Tax of
Rs.14.66 Cr. earned in the previous year.

• The Company has earned Profit after Tax of
Rs.11.77 Cr. as against the Profit after Tax of
Rs.10.81 Cr. earned in the previous year.

The company is implementing strategic measures
to enhance its performance in the years ahead and
proactively positioning itself for improved outcomes
and sustained growth.

3. OVERVIEW:

As part of our strategic growth and commitment
to expansion, the Company has transitioned from
a private limited company to a public limited
company. Effective September 19, 2024, our name
has officially changed from Studio LSD Private
Limited to Studio LSD Limited, following approval
from the Registrar of Companies (ROC) and the
issuance of a new Certificate of Incorporation
(COI).

Further, a key milestone in the Company’s
growth journey was achieved with the successful
completion of our Initial Public Offering (IPO) and
listing on NSE Emerge (SME Platform of NSE)
on August 25, 2025. This transition marks the
Company’s entry into the listed space, enhancing
visibility, governance standards, and access to
capital markets for future growth.

Over the years, Studio LSD Limited has continued
to strengthen its partnerships with major
broadcasters and digital streaming platforms,
consistently delivering high-quality content

across diverse genres. The Company’s fearless
approach to creativity and production enables
us to pursue ambitious projects that challenge
conventions and redefine industry standards.

With the SME listing and strong industry
positioning, Studio LSD Limited remains
committed to setting new benchmarks in
entertainment, enhancing shareholder value,
and shaping the future of storytelling through
innovative and impactful content.

4. DIVIDEND:

As per the Section 123 of the Companies act, 2013,
your Directors do not recommend any dividend
for the year ended 31st March, 2025.

5. TRANSFER TO THE INVESTOR EDUCATION AND
PROTECTION FUND:

During the year under review, the Company was
not required to transfer any funds to the Investor
education and protection Fund.

6. TRANSFER TO GENERAL RESERVE:

Your Directors do not propose to transfer any
amounts to the general reserves of the Company,
instead have recommended to retain the entire
profits for the financial year ended March 31, 2025,
in the profit and loss account.

7. NATURE OF BUSINESS:

There was no change in the nature of business of the
Company during the financial year under review.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:

Pursuant to necessary approvals, the Company
successfully completed the IPO and was listed
on NSE Emerge on August 25, 2025. The Board
confirms that the IPO process was carried out in
strict compliance with the provisions of the SEBI
(Issue of Capital and Disclosure Requirements)
Regulations, 2018, the Companies Act, 2013, and
other applicable rules and regulations.

Timeline of actions for NSE Emerge Listing Process:

Sr. No.	Activity	Regulatory Reference	Date
1	Board Meeting for IPO Approval	Section 179, 42 & 62 of Companies Act, 2013	23/12/2024
2	Appointment of Merchant Banker, RTA, Legal Advisor etc.	SEBI (ICDR) Regulations, 2018	15/05/2024, 12/06/2024
3	Preparation of DRHP & Approval by Board	SEBI ICDR Regulations	24/01/2025
4	Filing of DRHP with NSE & SEBI	SEBI ICDR Regulations	24/01/2025
5	DRHP Approval of Stock Exchange for Listing	NSE Emerge Regulations	23/04/2025
6	Shareholders'' Approval via EGM for IPO & Capital Raise	Section 42 & 62 of Companies Act, 2013	02/01/2025
7	Filing of RHP with Stock Exchange and RoC	SEBI (ICDR) Regulations, 2018 & Section 26 of Companies Act, 2013	11/08/2025
8	Issue open & close date	Reg. 253 of SEBI (ICDR) Regulations, 2018 (Issue Period)	18/08/2025 to 20/08/2025
9	Filing of Prospectus	Section 26(4) of Companies Act, 2013	21/08/2025
10	Listing date	Reg. 259 of SEBI (ICDR) Regulations, 2018 & NSE Listing Agreement	25/08/2025

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

No utilisation of IPO proceeds occurred during FY
2024-25 (pre listing). Post listing, the Company
has constituted an IPO Proceeds Monitoring
mechanism and shall place quarterly statements
of deviation/variation before the Audit Committee
and submit the same to the Stock Exchange(s)

as per Regulation 32, with disclosure on the
Company’s website.

10. DISCLOSURE OF ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNAL:

During the year under review, no significant
and material orders have been passed by any
Regulator or Court or Tribunal which can have
impact on the going concern status and the
Company’s operations in future.

11. DEPOSITS:

Your Company has not accepted any deposits within
the meaning of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits)
Rules, 2014.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on March 31, 2025, the following are Directors
and Key Managerial Personnel (“KMPs”) of the
Company as per Sections 2(51) and 203 of the
Companies Act, 2013:

S.NO	NAME OF DIRECTOR/ KMP	DIN NO/ M.NO./PAN	DESIGNATION |
1	Mr. Prateek Sharma	07718678	Managing Director
2	Mr. Parth Shah	07990904	Whole-Time Director
3	Mrs. Suman Sharma	07718689	Non-Executive Director
4	Mr. Bajrang Prajapat	08151516	Independent Director
5	Ms. Swati Dhoot	10772709	Independent Director
6	Ms. Ruchika Mishra	BKWPM6771P	Chief Financial Officer
7	Ms. Kiran Goklani	BDUPG5761Q	Company Secretary and Compliance Officer

The changes in the Board of Directors and KMP during the year under review to strengthen governance,
regulatory compliance, and financial oversight in line with the Company’s transition to a publicly listed entity
are as follows:

Name of Director	Appointment / Resignation	Date of Appointment / Resignation	Particulars
Mrs. Suman Sharma	Change in Designation	July 1, 2024	Change in Designation from Executive to Non- executive Director and Chairperson of the Company
Ms. Ruchika Mishra	Appointment	September 06, 2024	Appointed as Chief Financial Officer
Ms. Kiran Goklani	Appointment	October 3, 2024	Appointed as Company Secretary and Compliance Officer
Mr. Bajrang Prajapat	Appointment	October 3, 2024	Appointed as an Additional Non - Executive Independent Director
Ms. Swati Dhoot	Appointment	October 3, 2024	Appointed as an Additional Non - Executive Independent Director
Mr. Bajrang Prajapat	Change in Designation	October 16, 2024	Regularized the Appointment as a Non - Executive Independent Director for a term of Five (5) consecutive years w.e.f. October 16, 2024
Mr. Parth Shah	Change in Designation	October 04, 2024	Appointed as Whole Time Director for a term of Five (5) consecutive years w.e.f. October 04, 2024.
Ms. Swati Dhoot	Change in Designation	October 16, 2024	Regularized the Appointment as a Non - Executive Independent Director for a term of Five (5) consecutive years w.e.f. October 16, 2024

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

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

them for the purpose of attending meetings of the
Company.

13. RETIREMENT BY ROTATION:

Section 152 of the Act provides that unless the
Articles of Association provide for retirement
of all directors at every AGM, not less than two-
third of the total number of directors of a public
company (excluding the Independent Directors)
shall be persons whose period of office is liable
to determination by retirement of directors by
rotation, of which one-third are liable to retire by
rotation. Accordingly, Mrs. Suman Sharma, Non¬
Executive Director of the Company, is liable to
retire by rotation at the ensuing Annual General
Meeting and being eligible, has offered herself

for re-appointment. Appropriate resolution for
aforesaid re-appointment is being placed for
approval of the members at the ensuing Annual
General Meeting.

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

The Company has not employed any individual
whose remuneration falls within the purview of the
limits prescribed under the provisions of Section 197
of the Companies Act, 2013, read with Rule 5(2) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The information
required under Section 197(12) of the Act read
with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
are in “Annexure-A”.

15. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL
FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:

There are adequate Internal Control Procedures
commensurate with the size of the Company and
nature of its business. During the year no major
weaknesses has been noticed in the Internal
Control Procedure.

This ensures orderly and efficient conduct of its
business, including adherence to the Company’s
policies, safeguarding of its assets, prevention
of errors, accuracy and completeness of the
accounting records and the timely preparation of
reliable financial information.

Internal financial controls with reference to the
financial statements are adequate and operating
effectively.

16. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees or investments
made by the Company under Section 186 of the
Companies Act, 2013 (the “Act”) during the year under
review are disclosed in the Financial Statements and
provided here in under Annexure -B.

17. HOLDING, SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

(¹since the company does not have any holding,
subsidiary, joint venture or associate company
hence, AOC-1 is not applicable)

18. DECLARATION OF INDEPENDENT DIRECTORS:

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

The Independent Directors also confirmed
that they have duly registered their names
in the data bank for Independent Directors
maintained by Indian Institute of Corporate
Affairs. Further, the Board is of the opinion that
the Independent Directors of the Company
possess requisite qualities to act as Independent
Directors including integrity, relevant expertise
and experience. The Board further confirms that
the Independent Directors who were required
to, have duly passed the online proficiency
self-assessment test conducted by the Indian
Institute of Corporate Affairs.

19. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act
and the SEBI Listing Regulations, a structured
questionnaire was prepared for evaluating the
performance of Board, its Committees and
Individual Director including Independent
Directors. The questionnaires were prepared after
taking into consideration the various facets related
to working of Board, its committee and roles
and responsibilities of Director. The Board and
the Nomination and Remuneration Committee
reviewed the performance of the Individual
Directors including Independent Directors on the
basis of the criteria and framework adopted by
the Board. Further, the performance of Board as
a whole and committees were evaluated by the
Board after seeking inputs from all the Directors
on the basis of various criteria. The Board of
Directors expressed their satisfaction with the
evaluation process. In a separate meeting of
Independent Directors, the performance of Non¬
Independent Directors, performance of Board as
a whole and performance of the Chairpersonwas
evaluated.

20. BOARD POLICIES:

The details of various policies as required under
the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, as provided in "Annexure - C”
to this report, have been duly framed, approved,
and adopted by the Board in its meeting held on
October 04, 2024.

21. CORPORATE GOVERNANCE:

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

a) Listed entity having paid up equity share

capital not exceeding Rs.10 Crore and Net
Worth not exceeding Rs.25 Crore, as on the
last day of the previous financial year;

b) Listed entity which has listed its specified

securities on the SME Exchange.

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

22. MAJOR CHANGES:

	BM/EOGM Date	Approval date
Change in Object clause	EOGM: August 9, 2024.	August 16, 2024.
Change in regd. Office address	BM: November 27, 2024	November 27, 2024
Conversion from Pvt Ltd Co. to Public Limited Co.	BM: August 03, 2024 EOGM: August 09, 2024	September 19, 2024

BM: Board Meeting,

EOGM: Extra Ordinary General meeting

23. BORROWINGS & CHARGES:

Our Company had availed Overdraft credit
facilities with the Cosmos Co-op. Bank Ltd. It
had Filed the Form CHG-1 on creation and then
modification of charge and this charge is satisfied
on December 22, 2024 vide SRN AB2461250.
Additionally, the Company has availed Loan
Against Security (LAS) facility from HDFC Bank
Limited and has filed the creation of charge with
the Ministry of Corporate Affairs.

24. DIRECTORS’ RESPONSIBILITY STATEMENT:

To the best of our knowledge and belief and
according to the information and explanations
obtained, your Directors make the following
statement in terms of Section 134(5) of the
Companies Act, 2013:

a. that in the preparation of the Annual
Accounts for the year ended March 31, 2025,
the applicable accounting standards had
been followed along with proper explanation
relating to material departures, if any;

b. that such accounting policies have been
selected and applied consistently and the
Directors made judgments and estimates
that are reasonable and prudent so as to give
a true and fair view of the state of affairs of
the Company at the end of the financial year
and of the profit and loss of the Company for
that period;

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

d. that the Annual Accounts have been
prepared on a going concern basis;

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

f. Internal financial controls have been laid
down to be followed by the Company and
that such internal financial controls are
adequate and are operating effectively

25. MEETINGS OF BOARD OF DIRECTORS & BOARD
COMMITEES:

i. Board Meetings:

The Board of Directors met 24 (Twenty-Four)
times during the financial year ended March 31,
2025 in accordance with the provisions of section
173 the Companies Act, 2013 and read with rule
8A(b) of Companies (Account) Rules, 2014.

The date of Board meetings are as below:

Particulars (Board Meetings 2024-25)	Mr. Prateek Sharma	Mrs. Suman Sharma	Mr. Parth Shah	Mr. Bajrang Prajapat2	Ms. Swati Dhoot2
Monday, April 15,2024	Yes	Yes	Yes	NA	NA
Wednesday, May 15, 2024	Yes	Yes	Yes	NA	NA
Wednesday, June 12, 2024	Yes	Yes	Yes	NA	NA
Tuesday, June 25, 2024	Yes	Yes	Yes	NA	NA
Monday, July 01, 2024	Yes	Yes	Yes	NA	NA
Sunday, July 07, 2024	Yes	Yes	Yes	NA	NA
Monday, July 08, 2024	Yes	Yes	Yes	NA	NA
Monday, July 22, 2024	Yes	Yes	Yes	NA	NA
Tuesday, July 23, 2024	Yes	Yes	Yes	NA	NA
Friday, July 26, 2024	Yes	Yes	Yes	NA	NA
Saturday, August 03, 2024	Yes	Yes	Yes	NA	NA
Tuesday, September 03, 2024	Yes	Yes	Yes	NA	NA
Friday, September 06, 2024	Yes	Yes	Yes	NA	NA
Thursday, September 19, 2024	Yes	Yes	Yes	NA	NA
Thursday, October 03, 2024	Yes	Yes	Yes	Yes	Yes
Friday, October 04, 2024	Yes	Yes	Yes	Yes	Yes
Tuesday, November 05, 2024	Yes	Yes	Yes	Yes	Yes
Thursday, November 07, 2024	Yes	Yes	Yes	Yes	Yes
Friday, November 08, 2024	Yes	Yes	Yes	Yes	Yes
Wednesday, November 27, 2024	Yes	Yes	Yes	Yes	Yes
Monday, December 23, 2024	Yes	Yes	Yes	Yes	Yes
Monday, January 20, 2025	Yes	Yes	Yes	Yes	Yes
Friday, January 24, 2025	Yes	Yes	Yes	Yes	Yes
Saturday, March 01, 2025	Yes	Yes	Yes	Yes	Yes
No. of meetings entitled to attend	24	24	24	10	10
Attended	23	23	23	10	10
Last AGM attended	Yes	Yes	Yes	NA	NA

ii. Audit Committee meetings & Attendance:

The Board has well-qualified Audit Committee,
in accordance with the provisions of Section
177 of the Companies Act, 2013 with majority of
Independent Directors including Chairperson.
They possess sound knowledge on Accounts,
Audit, Finance, Taxation, Internal Controls etc. The
details of the Composition of the Audit Committee
as on March 31, 2025 & their attendance in the
respective Committee Meetings are as follows:

The Audit Committee met 6 (six) times during the
period under review:

October 04, 2024 October 16, 2024 November 27, 2024 December 23, 2024 January 20, 2025 March 01, 2025

SR. NO	NAME	DESIGNATION	POSITION IN COMMITTEE	Meetings eligible to attend/attended
1	Mr. Bajrang Prajapat	Independent Director	Chairperson	(6/6)
2	Ms. Swati Dhoot	Independent Director	Member	(6/6)
3	Mr. Parth Shah	Whole Time Director	Member	(6/6)
4	Ms. Kiran Goklani	Company Secretary and Compliance Officer	Secretary	NA

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

iii. Nomination & Remuneration Committee Meetings & Attendance:

The Company has duly constituted
Nomination & Remuneration Committee, in
accordance with the provisions of subsection
(1) of Section 178 of the Companies Act, 2013.
to align with the requirements prescribed
under the provisions of the Companies Act,
2013 and other applicable statutory laws.

During the Financial Year 2024-25,
Two (2) Nomination & Remuneration
Committee Meeting was held on October
04, 2024 and March 01, 2025. The details
of the Composition of the Nomination &
Remuneration Committee as on March 31,
2025 & their attendance in the respective
Committee Meetings are as follows:

SR. NO	NAME	DESIGNATION	POSITION IN COMMITTEE	Meetings eligible to attend/attended
1	Mr. Bajrang Prajapat	Independent Director	Chairperson	(2/2)
2	Ms. Swati Dhoot	Independent Director	Member	(2/2)
3	Mrs. Suman Sharma	Non-Executive Director	Member	(2/2)
4	Ms. Kiran Goklani	Company Secretary and Compliance Officer	Secretary	NA

iv. Corporate Social responsibility (CSR) Committee Meetings & Attendance:

A committee deal with the matters relating to
Corporate Social Responsibility is in existence
in accordance with the Section 135 of the
Companies Act, 2013. During the Financial
Year 2024-25, 2 (Two) Corporate Social
responsibility (CSR) Meetings was/were held

on October 04, 2024 and March 01, 2025.

The details of the Composition of the CSR
Committee as on March 31, 2025 & their
attendance in the respective Committee
Meetings are as follows:

SR. NO	NAME	DESIGNATION	POSITION IN COMMITTEE	Meetings eligible to attend/attended
1	Mrs. Suman Sharma	Non-Executive Director	Chairperson	(2/2)
2	Mr. Prateek Sharma	Managing Director	Member	(2/2)
3	Ms. Swati Dhoot	Independent Director	Member	(2/2)
4	Ms. Kiran Goklani	Company Secretary and Compliance Officer	Secretary	NA

v. Risk Management Committee Constitution:

During the Financial Year 2024-25, 1 (one)
Risk Management Committee Meeting
was held on March 01, 2025. The details of
the Composition of the Risk Management

Committee as on March 31, 2025 & their
attendance in the respective Committee
Meetings are as follows.

SR. NO	NAME	DESIGNATION	POSITION IN COMMITTEE	Meetings eligible to attend/attended
1	Mrs. Suman Sharma	Non-Executive Director	Chairperson	(1/1)
2	Mr. Prateek Sharma	Managing Director	Member	(1/1)
3	Mr. Parth Shah	Whole Time Director	Member	(1/1)
4	Ms. Kiran Goklani	Company Secretary and Compliance Officer	Secretary	NA

vi. Stakeholders Relationship Committee Constitution

During the Financial Year 2024-25, 1(one)

Stake Holders Relationship Committee
Meeting was held on March 01, 2025.

The details of the Composition of the

Stakeholders Relationship Committee as
on March 31, 2025 & their attendance in
the respective Committee Meetings are as
follows:

SR. NO	NAME	DESIGNATION	POSITION IN COMMITTEE
1	Mr. Bajrang Prajapat	Independent Director	Chairperson
2	Ms. Swati Dhoot	Independent Director	Member
3	Mr. Parth Shah	Whole Time Director	Member
4	Ms. Kiran Goklani	Company Secretary and Compliance Officer	Secretary

vii. Independent Directors Meeting & Attendanc

During the Financial Year 2024-25, One (1)
Independent Directors Meeting was held on
February 05, 2025. Both the Non-Executive

26. GENERAL MEETING:

The Annual General Meeting of the Company for
the financial year 2023-24 was held on September
30, 2024.

The Details of the Extra Ordinary General Meetings
held during the year are as under:

Sr. No	Day & Date	Members present
01/2024-25	Sunday, 30th June 2024	(7/7)
02/2024-25	Thursday, 25th July 2024	(7/7)
03/2024-25	Friday, August 09, 2024	(7/7)
04/2024-25	Wednesday, October 16, 2024	(7/7)
05/2024-25	Wednesday, November06, 2024	(7/7)
06/2024-25	Saturday, November 09, 2024	(7/7)
07/2024-25	Thursday, January 02, 2025	(7/7)

27. CHANGES IN SHARE CAPITAL:

(a) Authorized Share Capital:

i. The authorized share capital was increased
from Tl,00,000/- (One Lakh only) divided
into 10,000 (Ten Thousand) Equity
Shares of T10/- (Rupees Ten only) each to
T10,00,00,000/- (Rupees Ten crores only)
divided into 1,00,00,000 (One crore) Equity
Shares of T10/- (Rupees Ten only) each vide

Independent Directors Ms. Swati Dhoot &
Mr. Bajrang Prajapat attended the same
virtually.

Shareholders’ Resolution dated 30^th day of
June, 2024.

ii. The authorized share capital of the Company
changed to Rs. 10,00,00,000/-(Rupees Ten
Crore Only) divided into 5,00,00,000 (Five
Crore) Equity Shares of Rs. 2/- (Rupees
Two Only) post Sub-division of the shares
approved at the Extra-Ordinary General
Meeting held on November 9, 2024 to
approve nominal value of T10/- (Rupees Ten
Only) each sub-divided into 5 (Five) Equity
Shares having nominal value of T2/- (Rupees
Two Only) each fully paid-up

iii. The authorized share capital was further
increased from T10,00,00,000/- (Ten crores
only) divided into 5,00,00,000 (Five Crores)
Equity Shares of T2/- (Rupees Two only) each
to T12,00,00,000/- (Rupees Twelve crores
only) divided into 6,00,00,000 (Six crores)
Equity Shares of T2/- (Rupees Two only) each
vide Shareholders’ Resolution dated 2^nd day
of January, 2025.

(b) Issued, Subscribed & Paid up Share Capital:

The current Paid-up Equity share capital
of the Company is T8,17,83,510/- (Rupees
Eight Crores Seventeen Lakhs Eighty-Three
Thousand Five Hundred and Ten Only)
divided into 4,08,91,755 (Four Crores Eight
Lakhs Ninety-One Thousand Seven hundred
and Fifty-Five) Fully paid Equity shares of
T2/- (Rupees Two Only) each. Details of the
changes in the Issued, subscribed and Paid-
up Capital of the Company is as below:

Date of Allotment	No. of Equity Shares allotted	Face Value (?)	Issue Price (?)	Nature of Consideration	Nature of Allotment	Name of Allottees	No. of Shares Allotted
22-07-2024	1,997	10/-	10/-	Cash	Rights Issue	Mr. Parth Shah	1,847
						Mr. Dipak Shah	75
						Ms. Surabhi Puri	75
26-07-2024	47,98,800	0	0	NA	Bonus Issue*	Mr. Prateek Sharma	34,39,200
						Mrs. Suman Sharma	4,00,000
						Mr. Parth Shah	8,96,400
						Mr. Dipak Kumar Shah	30,800
						Ms. Surabhi Puri	30,800
						Mr. Ramgopal Sharma	800
						Ms. Pooja Sharma	800
07-11-2024	33,67,554	10/-	10/-	NA	Bonus Issue**	Mr. Prateek Sharma	24,13,458
						Mrs. Suman Sharma	2,80,700
						Mr. Parth Shah	6,29,048
						Mr. Dipak Kumar Shah	21,613
						Ms. Surabhi Puri	21,613
						Mr. Ramgopal Sharma	561
						Ms. Pooja Sharma	561
08-11-2024	4,08,91,755	2/-	NA	NA	Split ***	Mr. Prateek Sharma	2,93,06,280
						Mrs. Suman Sharma	34,08,500
						Mr. Parth Shah	76,38,445
						Mr. Dipak Kumar Shah	2,62,450
						Ms. Surabhi Puri	2,62,450
						Mr. Ramgopal Sharma	6,815
						Ms. Pooja Sharma	6,815

* The Board of Directors vide Board Resolution on July 26, 2024, allotted 47,98,800 Equity Shares via Bonus
Issue in the ratio of 400:1.

** The Board of Directors vide Board Resolution on November 7, 2024, allotted 33,67,554 Equity Shares via
Bonus Issue in the ratio of 7:10.

*** The Company has split the shares vide passing Resolution at Extra-Ordinary General Meeting held on
November 9, 2024 to approve nominal value of ?10/- (Rupees Ten Only) each sub-divided into 5 (Five) Equity
Shares having nominal value of ?2/- (Rupees Two Only) each fully paid-up. Also, Mr. Prateek Sharma gifted
374 (Three Hundred Seventy-Four) Equity shares to Mr. Parth Shah on July 07, 2024.

Please note that as on the date of this report, the company is a listed entity post completion of the IPO
process and hence, all changes in the issued, subscribed and paid-up capital have been reported to the
exchange in separate disclosures and updated on the website of the company and the Stock exchange.

(c) Buy Back of Securities:

During the year under review, the Company has not bought back any of its securities.

(d) Sweat Equity:

During the year under review, the Company has not issued any Sweat Equity Shares.

(e) Bonus Shares :

During the year under review, the Company has issued Bonus Shares detailed as under:

1. The Board of Directors vide Board Resolution on July 26, 2024, allotted 47,98,800 Equity Shares via
Bonus Issue in the ratio of 400:1.

2. The Board of Directors vide Board Resolution on November 7, 2024, allotted 33,67,554 Equity Shares
via Bonus Issue in the ratio of 7:10.

(f) Stock Option Plan:

During the year under review, the Company has not provided any Stock Option Scheme to the
employees.

28. APPOINTMENT OF REGISTRAR AND SHARE
TRANSFER AGENT OF THE COMPANY AND
OBTAINING INTERNATIONAL SECURITIES
IDENTIFICATION NUMBER (ISIN):

The Board in its meeting held on 12/06/2024
has approved the appointment of M/s Purva
Sharegistry India Pvt. Ltd with Registration No.
INR000001112 to act as the Registrar and Share
Transfer Agent of the Company and the Company
has entered into Tripartite agreements with CDSL
and NSDL.

29. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES:

During the Financial Year 2024-25, your Company
has entered into transactions with related parties
as defined under Section 188 read with Section
2(76) of the Companies Act, 2013 and rules made
thereunder, which were in the ordinary course of
business and on an arm’s length basis. Further,
the relevant disclosures are also provided in the
Notes to the Financial Statements forming part
of this Annual Report and also appended as
Annexure - D to this report.

Further, there are no material significant related
party transactions made by the company with
Promoters, Key Managerial Personnel or other
designated persons which may have potential
conflict of interest with the company at large.

30. WEB LINK OF ANNUAL RETURN:

As required by amended Section 134(3)(a) and
read with rule 8A(a) of Companies (Account)
Rules, 2014, the annual return referred to in sub¬
section (3) of section 92 is available on Company’s
website viz. https://studiolsd.in/investors.html.

31. AUDITORS:

1. STATUTORY AUDITORS:

Pursuant to the provisions of Section 139
of the Companies Act, 2013 and rules made
there under, M/s. GMJ & Co., Chartered
Accountants (having firm Registration No.
103429W), had been appointed as Statutory
Auditors of the Company, in the Annual
General Meeting held on September 30, 2022,
for a term of five years i.e. for the Financial
Year 2022-2023 to 2026-2027 to hold office up
to the conclusion of Annual General Meeting
to be held in financial year 2027.

There are no qualifications, reservations or
adverse remarks made by Statutory Auditors
in the Auditor’s report. The Statutory Auditors
have not reported any incident of fraud

to the Audit Committee of the Company
under subsection (12) of section 143 of the
Companies Act, 2013, during the year under
review. The notes on accounts referred to
the Auditors’ Report are self-explanatory
and therefore, do not call for any further
explanation.

2. INTERNAL AUDITORS:

The Company has in place an adequate
internal audit framework to monitor the
efficacy of internal controls with the objective
of providing to the Audit Committee and the
Board of Directors, an independent, objective
and reasonable assurance on the adequacy
and effectiveness of the organisation’s risk
management, control and governance
processes. Based on the recommendations
of Audit Committee, the Board of Directors
appointed M/s. Jain Gehlot and Associates,
(Firm Registration No. 033554C), Chartered
Accountants, as Internal Auditors of the
Company for financial year 2025-26.

3. SECRETERIAL AUDITORS:

As per Section 204 of the Companies Act,
2013, and the Companies (Appointment and
Remuneration of Managerial Personnel)
Rules 2014, the provisions of Secretarial
Audit has become applicable post
Listing of the Company and hence, it is
proposed in the ensuing Annual General
Meeting to appoint Mr. Ainesh Jethwa of
M/s. Ainesh Jethwa & Associates to conduct
the Secretarial Audit of your Company for the
financial year 2025-26.

4. COST AUDITORS:

Appointment of cost auditors is not
applicable to company.

12. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

A detailed report on Management Discussion and
Analysis (MDA) Report is included in this Report
as Annexure - E.

S3. EXPLANATION OR COMMENTS ON QUALIFICATIONS,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN
THEIR REPORTS:

There are no audit qualifications, reservations,
adverse remarks or reporting of fraud in the
Statutory Auditors Report given by M/s. GMJ &
Co., Chartered Accountants (Firm Registration No.
103429W) Statutory Auditors of the Company for
the financial year 2024-25.

Further the notes on accounts are self-explanatory
and therefore do not call for any further explanation.

The Auditors’ Report is enclosed with the Financial
Statements in this Annual Report.

34. DETAILS IN RESPECT OF FRAUDS REPORTED BY
AUDITORS UNDER SECTION 143 (12) OTHER THAT
THOSE WHICH ARE REPORTABLE TO CENTRAL
GOVERNMENTS:

There were no instances of frauds reported by
auditors under sub-section (12) of section 143 and/
or section section 134(3) (ca) during the financial
year ended 31^st March, 2025.

35. NON-APPLICABILITY OF THE INDIAN ACCOUNTING
STANDARDS:

As per provision to regulation Rule 4(1) of the
companies (Indian Accounting Standards)
Rules, 2015 notified vide Notification No. G.S.R
111 (E) on 16th February, 2015, Companies whose
shares are listed on NSE EMERGE as referred
to in Chapter XB of SEBI (Issue of Capital
and Disclosure Requirements) Regulations,
2009, are exempted from the compulsory
requirements of adoption of IND-AS w.e.f.
1^st April, 2017.

36. MANAGERIAL REMUNERATION:

During the period under review, the company
has provided the remuneration to its Directors,
details of which are appended below:

S.NO	NAME	DESIGNATION	REMUNERATION AMOUNT IN LACS
1	Prateek Sharma	Managing Director	73.503
2	Parth Shah	Whole Time Director	36.00
	Total		109.50

*MD’s salary is inclusive of the remuneration paid to him in his professional capacity as a Show Producer and
Runner.

37. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES:

The brief outline of the Corporate Social
Responsibility (CSR) Policy of the Company, the
initiatives undertaken by the Company on CSR
activities during the year are set out in "Annexure
F” of this report in the format prescribed in the

Companies (Corporate Social Responsibility
Policy) Rules, 2014.

The policy is available on the website of the
Company.

38. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:)

A) Conservation of energy:

The Company is principally engaged in the
business of Media Production house creating
content for television and other audio-visual
modes. As such, electricity consumption is
not significant.

Your Company is taking measures to improve
overall energy efficiency by installing power
efficient equipment. Several environment
friendly measures have been adopted by
your Company such as:

• Creating environmental awareness by
way of distributing relevant information in
electronic form, encouraging conservation
of energy and natural resources.

B) Technology absorption:

As per the Ministry of Corporate Affairs
(MCA) notification, proviso to Rule 3(1) of the
Companies (Accounts) Rules, 2014, for the
financial year commencing April 01, 2023,
every company which uses accounting
software for maintaining its books of
accounts, shall use only such accounting
software which has a feature of recording
audit trail of each and every transaction,
creating an edit log of each change made
in the books of account along with the date
when such changes were made and ensuring

that the audit trail cannot be disabled. The
Company uses an accounting software for
maintaining its books of account which has
a feature of recording audit trail (edit log)
facility.

C) Foreign Exchange Earnings and Outgo:

The Particulars of Foreign Exchange and
Outgo for the financial year under review are
as follows:

Particulars	Amount in Rs.
Foreign exchange earning	Nil
Foreign exchange Outgo	Nil

39. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company complies with all applicable
secretarial standards issued by the Institute of
Company Secretaries of India.

40. GREEN INITIATIVE:

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

41. RISK MANAGEMENT:

The Company has established procedures to
keep the Board informed about risk assessment
and minimization measures. The Board has also
formulated a Risk Management Policy to ensure
that both the Board and its Risk Management
Committee effectively identify and address risks
affecting the Company’s business. This policy
outlines a structured approach to risk identification,
minimization, and optimization, forming a key part
of the Company’s risk management strategy.

The Company faces various risks, including
regulatory risks, credit risk, foreign exchange and
interest rate fluctuations, competitive pressures,
business risks, technology obsolescence,
investment risks, talent retention challenges, and
expansion-related risks. Business risk, in particular,
encompasses financial, political, and legal risks,
among others.

The Board regularly reviews risk trends, exposure
levels, and potential impacts, implementing
mitigation plans when necessary. The Risk
Management Policy is available on the Company’s
website for reference.

42. VIGIL MECHANISM:

The Company has established a vigil mechanism,
through a Whistle Blower Policy, where
Directors and employees can voice their genuine
concerns or grievances about any unethical
or unacceptable business practice. A whistle¬
blowing mechanism not only helps the Company
in detection of fraud, but is also used as a
corporate governance tool leading to prevention
and deterrence of misconduct. It provides direct
access to the employees of the Company to
approach the Compliance Officer or the Chairman
of the Audit Committee, where necessary. The
Company ensures that genuine Whistle Blowers
are accorded complete protection from any kind
of unfair treatment or victimization. The Whistle
Blower Policy is disclosed on the website of the
Company.

43. IBC CODE & ONE-TIME SETTLEMENT:

There is no proceeding pending against the
Company under the Insolvency and Bankruptcy
Code, 2016 (IBC Code). There has not been any
instance of one-time settlement of the Company
with any bank or financial institution.

44. DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013:

The Company is committed to providing a
safe and conducive work environment for all
its employees. In compliance with the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013, the
Company has constituted an Internal Complaints
Committee (ICC) to address workplace
harassment issues.

Your Directors further state that during the year
under review, 0 (zero) complaints were filed under
the provisions of the said Act.

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

Your Company has complied with all applicable
provisions of the Maternity Benefit Act, 1961,
ensuring the rights and welfare of its female
employees during maternity. The Company
remains committed to fostering a supportive and
inclusive workplace in accordance with statutory
requirements.

46. FAMILIARIZATION PROGRAMS OF INDEPENDENT
DIRECTORS:

Pursuant to Regulation 34 of the SEBI Listing
Regulations, top one thousand listed entities
based on market capitalization shall provide

Business Responsibility and Sustainability Report.
The Company is outside the purview of top one
thousand listed entities. In view of this Business
Responsibility and Sustainability Report is not
applicable.

47. CODE OF CONDUCT FOR PROHIBITION OF
INSIDER TRADING:

Your Company has established well defined
familiarization and induction program. Further, at
the time of the appointment of an Independent
Director, the Company issues a Letter of
appointment outlining his / her role, function,
duties and responsibilities.

48. MAINTENANCE OF COST RECORDS:

Your Company has in place a Code of Conduct
for Prohibition of Insider, which lays down the
process for trading in securities of the Company
by the Designated Persons and to regulate,
monitor and report trading by the employees
of the Company either on his/her own behalf or
on behalf of any other person, on the basis of
Unpublished Price Sensitive Information. The
aforementioned Code, as amended adopted by
the Board in its meeting held on October 04,
2024, is available on the website of the Company.

49. MAINTENANCE OF COST RECORDS:

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

50. UNCLAIMED DIVIDEND AND UNCLAIMED
SHARES:

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

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

Neither the Company nor its shareholders,
promoters, promoter group entities, related

parties, directors, key managerial personnel, or
employees—whether of the listed entity itself or
its holding, subsidiary, or associate company—
have entered into any agreements, either among
themselves or with a third party, that directly,
indirectly, or potentially impact the management
or control of the Company. Additionally, no such
agreements impose restrictions or liabilities on the
Company.

52. ACKNOWLEDGEMENTS:

Your Directors place on record their sincere
appreciation and gratitude to the Company’s
bankers, business associates, consultants,
and various Government authorities for their
continued support and guidance extended to
the Company’s operations during the year under
review. The Board also expresses its deep sense
of appreciation to all employees at every level for
their dedicated efforts, commitment, and valuable
contribution, which have been integral to the
Company’s performance.

FOR AND ON BEHALF OF
STUDIO LSD LIMITED

(formerly known as Studio LSD Pvt. Ltd)

PRATEEK SHARMA

MANAGING DIRECTOR
(DIN: 07718689)

PARTH SHAH

WHOLE TIME DIRECTOR
(DIN:07990904)

REGISTERED OFFICE:

Unit No. 302,301, 3^rd Floor, Laxmi Mall,

Laxmi Industrial Estate,

New Link Road, Andheri West, Andheri,

Mumbai, Maharashtra, India, 400053.

Date: September 4, 2025
Place: Mumbai.

1

Your Company does not have holding Company
within the meaning of section 2(46) of the
Companies Act, 2013.

• Your Company does not have Subsidiary
Company within the meaning of section 2(87)
of the Companies Act, 2013

• Your Company does not have Associate
Company within the meaning of section 2(6) of
the Companies Act, 2013

2

The number of meetings eligible and attended by the Independent Directors shall be read subsequent to
their appointment with effect from October 3, 2024.

3

Minimising usage of air-conditioning;

• Shutting off the lights when not in use;

• Minimising the usage of papers and
maximum usage of e-prints or e-folders for
data archives;