డైరెక్టర్ల నివేదిక Inspire Films Ltd.

Mar 31, 2025

The Board of Directors of Inspire Films Limited (''the Company'') take pleasure in presenting the 13^th Annual Report of the Company, together with Audited Financial Statements and the Auditor''s Report thereon, for the Financial Year ended 31^st March, 2025 (''FY 2024-25'' / ''FY 25'')

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year under review along with previous year''s figures are given hereunder:

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from Operations	777.12	3036.82
Other Income	2.92	6.77
Total Income	780.04	3043.59
Total Expences	1290.72	2644.13
Profit/(Loss) Before Tax	(510.68)	399.46
Less: Current Tax	-	-
Deferred Tax	(12.55)	27.05
Prior year tax adjustiments	11.99	115.64
Profit/(Loss) For the Year	(510.12)	256.77

FINANCIAL PERFORMANCE

During the year under review, the loss after tax for the year was Rs. 510.12 Lakhs as compared to a profit of Rs. 256.77 Lakhs during the previous year. The media industry has experienced a challenging and turbulent year due to various external and internal factors. Company have witnessed significant shifts in strategies and operational realignments across the board. These structural shifts, though transitional in nature, are laying the foundation for a stronger, more synergized growth.

BUSINESS OUTLOOK

The Company has entered into successful collaboration with market leaders like Amazon MX Player for its first project titled Pyar Paisa Profit on OTT platform. The Company has also signed their second major fiction show, Dhaakad Beera, for Colors TV. The series is currently in production and will premiere on Colors TV and JioHotstar in July 2025. On 15^th August 2024, Company has launched a dedicated YouTube channel FreshhMint, envisioned as a platform for bold, youth-centric narratives. A debut series Aukaat Se Zyaada—has received strong engagement, and development of Season 2 is already underway. This marks an important step in our long-term strategy to strengthen our owned digital IP base.

Lastly, Inspire has signed multiple short-format drama series with SonyLIV, with the first project currently under production. The management is confident of witnessing exponential growth in this emerging space of micro dramas or vertical storytelling.

TRANSFER TO RESERVE:

During the year, the Company has not transferred any amount to General Reserves.

DIVIDEND:

The Company is in its initial stage where the expenses form the major part of Profit and Loss a/c. Thereby, the company does not propose any dividend during the current year.

BUSINESS OVERVIEW

Company business model focusing on the distribution and licensing of entertainment. Company have significant shifted in strategies and operational realignments across the board. Several new concept rollouts are encountering resistance, with status quo mindsets slowing down adoption and execution. Management remains fully committed to long-term value creation and operational resilience. Company have increasing regional footprints across broadcasters and OTT platforms.

CAPITAL STRUCTURE

During the year under review, there was no change in the Capital Structure of the Company. Accordingly, as at 31st March, 2025, the Capital structure stand as follows:

• **The Authorized Share Capital of the Company is Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One Crore and Fifty Lakhs) equity shares of Rs. 10/- each.

• The Paid-up Share Capital of the Company is Rs. 13,60,92,990 /- (Rupees Thirteen Crores Sixty lakhs ninety-two thousands nine hundred and ninety only) divided into 1,36,09,299 (One Crore thirty-six Lakhs Nine Thousand Two hundred and Ninety-nine) Equity Shares of Re. 10/- (Rupee Ten only) each.

** The management is currently re-assessing viability of the decision of increase in Authorised capital from INR 15 crores to INR 30 crores, vide Resolution passed by members of the Company by means of Postal Ballot dt. 17th April, 2025. At the outset of engagement of current resources for forthcoming business projects of the Company, the implementation of increasing its Authorized Capital has been postponed till further notice.

PUBLIC DEPOSITS

During the year under review, Your Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

Listing of Company''s Securities

Your Company''s equity shares continue to be listed and traded on National Stock Exchange of India Limited (''NSE''). NSE has nationwide trading terminals and hence facilitate the shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the Financial Year 2025-26 to the said Stock Exchanges.

DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited (''NSDL'') and Central Depository Services (India) Limited (''CDSL''), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the Financial Year 2025-26 have been paid to both the Depositories.

REGISTERED OFFICE

The Registered Office of the Company is presently situated at 111, 1st Floor, Shree Kamdhenu Estate, Chincholi Off Link Road, Bhd Tangent Showroom, Charkop, Malad, Mumbai City, MUMBAI -400064, Maharashtra, India

REGISTRAR & SHARE TRANSFER AGENT

The Registrar & Share Transfer Agent (''RTA'') of the Company is Maashitla Securities Private Limited. The Registered office of Maashitla Securities Private Limited is situated at 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, Delhi - 110034.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directors

Your Company''s Board of Directors as on the financial year ended 31st March, 2025 comprises of 5 (five) including Managing Director as a Chairman, 1 (One) Non-Executive Woman Director and 1 (one ) Executive Director, 2 (Two) Independent Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees or reimbursement of expenses, if any incurred by them for the purpose of attending meetings of the Board/ Committee of the Company.

The Independent Directors of the Company had given a declaration pursuant to Section 149(7) of the Act. All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

The Board is of the opinion that the Independent Directors of the Company possess adequate proficiency, experience, expertise and integrity to best serve the interest of the Company.

B. Key Managerial Personnel

During the FY 2024 - 25 and till the date of this Report, the following were the changes in the Directors of the Company:

Particulars	Effective Date
Resignation of Mr. Bhalchandra Ramrao Kadam from the position of CFO	Close of business hours on 31st December,2024
Resignation of Ms. Drishti Dawara from the position of Company Secretary and Compliance officer.	Close of business hours on 22nd July,2024
Resignation of Ms. Ritu Verma Jain from the position of Company Secretary and Compliance officer	Close of business hours on 19th October,2024

In terms of the provisions of Sections 2(51) and 203 of the Act, as on 31^st March, 2025, the following were the KMP''s of the Company:

Sr. No	Name	Designation
1.	Yash A Patnaik	Managing Director
2.	Mamta Yash Patnaik	Woman Director
3.	Amit Kumar Sen	Director
4.	Shruti Parikh	Chief Financial Officer
5.	Payal Doshi	Company Secretary and Compliance Officer

*Ms. Shruti Parikh has resigned from the position of CFO w.e.f. 29^th September, 2025.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on 31^st March, 2025, Company doesn''t have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

CORPORATE GOVERNANCE:

As the equity shares of the company are listed on EMERGE Platform of NSE, therefore Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation 46 and Paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2023-24.

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act have been disclosed in the report on Corporate Governance, which forms part of the directors'' report. The web-link for the same has been disclosed separately at the end of this report.

Criteria of the payment of remuneration to Non-Executive Directors has been published on the website of the Company at the ''Corporate Governance'' section. The web-link for the same has been disclosed separately at the end of this report.

Weblink:

The Company website link is www.inspirefilms.in.

BOARD OF DIRECTORS:

The meetings of the Board are scheduled at regular intervals to discuss and decide on matters of business performance, policies, strategies and other matters of significance. Notice of the meetings is circulated in advance, to ensure proper planning and effective participation. In certain exigencies, decisions of the Board are also accorded through circulation and also through meeting convened at shorter notice. The Directors of the Company are given the facility to attend meetings through video conferencing, subject to compliance with the specific requirements under the Act.

During the Financial Year 2024-25, under review 5 Board Meetings were held as per Section 173 of Companies Act, 2013 which is summarized below:

Sr. No.	Date of the Meeting	Board Strength	No. Of Directors present
1	29.05.2024	5	5
2	16.08.2024	5	5
3	13.11.2024	5	5
4	21.01..2025	5	5
5	29.03.2024	5	5

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, your Directors make the following statement:

i. That in preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. That the Directors have selected such accounting policies & applied them consistently & made judgments & estimates, that are reasonable & 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 March 31, 2025 and of the loss of the Company for that period;

iii. That the Directors have taken proper and sufficient care 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 & other irregularities;

iv. That the Directors have prepared the annual accounts on a going concern basis;

v. That the directors have laid down Internal financial Controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. That the directors have devised proper systems to ensure compliance with provisions of all applicable laws & that such systems were adequate & operating effectively.

COMMITTEES OF THE BOARD:

In compliance with the requirements of the Act, Listing Regulations and for smooth functioning of the Company, your

Board has constituted various Board Committees including Audit Committee, Nomination & Remuneration Committee

and Stakeholders Relationship Committee.

I.Audit Committee;

Your Company has a duly constituted Audit Committee and its composition are in line with the requirements of the Act and Listing Regulations

Composition of Audit Committee

In compliance with Section 177 of the Act read with rules made thereto and Regulation 18 of the Listing Regulations, the Audit Committee of the Board as on March 31, 2025, comprised of 3 (Three) members.

The composition of Audit Committee is as under:
S. No.	Name Of Director			Designation In The Committee			Nature Of Directorship
1	Girija Shankar Nayak			Chairperson			Non-Executive - Independent Director
2	Rangaraj Ravindran			Member			Non-Executive - Independent Director
3	Amit Kumar Sen			Member			Director - Executive Category
II.STAKEHOLDER RELATIONSHIP COMMITTEE (SRC) In compliance with Company Act read with rules made thereto and Regulation 20 of the Listing Regulations, the Stakeholder Relationship Committee of the Board as on March 31, 2025, comprised of 3 (Three) members. The composition of Audit Committee is as under:
S. No.			Name Of Director			Designation In The Committee			Nature Of Directorship
1			Rangaraj Ravindran			Chairperson			Non-Executive - Independent Director
2			Girija Shankar Nayak			Member			Non-Executive - Independent Director
3			Amit Kumar Sen			Member			Director - Executive Category
III.NOMINATION AND REMUNERATION COMMITTEE In compliance with Company Act read with rules made thereto and Regulation 19 of the Listing Regulations, the Nomination And Remuneration Committee of the Board as on March 31, 2025, comprised of 4 (Four) members. The composition of Audit Committee is as under:
S. No.		Name Of Director			Designation In The Committee			Nature Of Directorship
1		Amit Kumar Sen			Chairperson			Director - Executive Category
2		Girija Shankar Nayak			Member			Non-Executive - Independent Director
3		Rangaraj Ravindran			Member			Non-Executive - Independent Director
4		Mamta Yash Patnaik			Member			Non-Executive - Non-Independent Director

During the year, all recommendations made by the committees were approved by the Board. SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the Listing Regulations, a separate meeting of the Independent Directors of the Company was held on 16th March, 2025. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of the Chairperson of the company, after taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board, which is necessary for the Board to effectively and reasonably perform their duties.

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & OF INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Independent Directors, Non- Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company''s business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

CORPORATE SOCIAL RESPONSIBILITY

In accordance with Section 135 of the Companies Act, 2013, the Company was not in a position to incur any Corporate Social Responsibility (CSR) expenditure during the reporting period due to financial losses. During the financial year ended 31st March 2025, the company was not required to provide a detailed CSR report because it did not meet the prescribed criteria.

INTERNAL FINANCIAL CONTROL:

The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business by virtue of internal audit of the Company. Internal Audits are periodically conducted by an external firm of Chartered Accountants who monitor and evaluate the efficiency and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Board also takes review of internal audit functioning and accounting systems, in order to take suitable corrective actions in case of any deviations.

During the year, such controls were tested by the Statutory Auditors and no material weakness in control design of operations were observed by them.

AUDITOR:

I. StatutoryAuditors:

Pursuant to Section 139 of the Companies the Act, 2013 (the ''Act'') and the Rules framed there under, the Shareholders of the Company at the 13th Annual General Meeting (AGM) held on 30th September, 2024, approved the appointment of M/s JMT & Associates, Chartered Accountants, (Firm Registration No. 104167W) as the Statutory Auditors of the Company to hold office for a period of 5 (five).

II. Auditors'' Report:

There were observation made by the Auditors in the Audit Report.

1. Revenue from operation includes Unbilled Revenue for the period from April 2024 to March 2025 amounting to Rs.

205.30 Lakhs (P.Y. Rs. 346.50 Lakhs).

2. Current Assets includes Project Work in Progress of Rs. 2748.90 Lakhs as on 31°'' March 2025 (Rs. 2034.35 Lakhs as on 31" March 2024) being the cumulative aggregate of the amount expended by the Company on creating content for future broadcast based on contracts signed and / or expected to be signed in future.

Further, the notes to accounts referred to in the Auditor''s Report are self - explanatory.

III. Explanation to Auditor''s Remarks:

At the end of audit, upon issuance of the draft report, management of the company is responsible for developing and implementing an action plan that will remediate any risks associated with the observations noted during the audit by the Auditor in Audit Report.

IV. Cost Records:

The provision of Cost audit as per section 148 doesn''t applicable on the Company.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company had appointed M/s Amrita Mishra & Co Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the financial Year ended 31^st March, 2025.

The Report of the Secretarial Audit in Form MR - 3 is annexed here with as an Annexure ''I'''' to this Report.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board''s report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year, is presented in a separate section and forms an integral part of this Annual Report. The said report gives details of the overall industry structure, economic developments, performance and state of affairs of your Company''s business and other material developments during the Financial Year under review.

DISCLOSURES

i) Particulars of loans, guarantees and investments:

Particulars of loans, guarantees and investments made by the Company as required under Section 186(4) of the Act are given in the Financial Statements.

ii) Transactions with Related Parties:

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which were either not at an arm''s length or not in the ordinary course of business & further could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions, specifying the nature, value and terms of the transactions including the arms-length justification, are placed before the Audit Committee for its approval and a statement of all related party transactions carried out is placed before the Audit Committee for its review on quarterly basis.

iii) Risk Management

In accordance with Section 134(3) (n) of the Act, your Company has defined operational processes to ensure that risks are identified, and the operating management is responsible for reviewing, identifying and implementing mitigation plans for operational and process risk. Key strategic and business risks are identified, reviewed and managed by senior management team and reviewed periodically by the Audit Committee.

iv) Internal Financial Controls and their Adequacy:

Your Company has adequate internal financial controls systems in place, which facilitates orderly and efficient conduct of its business including adherence to Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, ensuring accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal audit plan is dynamic and aligned to the business objectives of the Company and is evaluated by the Audit Committee periodically.

During the year, such controls were assessed and no reportable material weaknesses in the design or operation were observed.

v) Deposits & Unclaimed Shares:

Your Company has not accepted any public deposit under Chapter V of the Act.

vi) Transfer to Investor Education and Protection Fund:

During the year under review, the Company was not required to transfer any amount to Investor Education and Protection Fund.

vii) Sexual Harassment:

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on 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 thereunder. Additionally, your Company has constituted Internal Complaints Committee to redress complaints regarding sexual harassment.

Status of complaint under POSH:

(a) Number of complaints of sexual harassment received in the year - Nil

(b) Number of complaints disposed off during the year - NA

(c) Number of complaints of sexual harassment pending as on end of the financial year: Nil

(d) Number of cases pending for more than ninety days - NA

viii) Secretarial Standards:

Pursuant to the provisions of Section 118 of the Act, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by MCA.

ix) Extract of Annual Return:

The Annual return in form MGT-7 as required under Section 92 of the Act read with Companies (Management & Administration) Rules, 2014, is provided at the Investor Section on the website of the Company at www.inspirefilms.com. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 forms part of the Notes to financial statement.

A. Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

• Steps taken by company for utilizing alternate sources of energy: NIL

• Capital investment on energy conservation equipment''s: NIL

B. Foreign Exchange earnings and Outgo

Same forms part of the notes to financial statements.

PREVENTION OF INSIDER TRADING:

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI). Also, the Company has complied with the applicable provisions of setting up Structural Digital Database under Insider Trading regulations.

PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:

There are no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2018 (''IBC'').

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND WHILE TAKING LOAN, ALONG WITH THE REASONS THERE:

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

CAUTIONARY STATEMENT

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company''s objectives, projections, estimates and expectations, may constitute ''forward looking statements'' within the meaning of applicable laws and regulations and actual results might differ.

ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the assistance and co-operation received from Government authorities, customers, vendors and members during the year under review. Your Directors place on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of your Company.

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Mar 31, 2024

Your directors have pleasure in presenting the 12^th Annual Report with the Audited Statement of Accounts of your Company for the financial Year ended March 31, 2024.

1. FINANCIAL SUMMARY:

The Company''s financial performance for the financial year ended March 31, 2024:

(Amount in Rs. Lakhs)

Particulars	Year ended March 31, 2023	Year ended Marcah 31, 2024
Revenue from Operations	4883.16	3036.82
Total Expences	4331.66	2644.13
Profit Before Tax	553.16	399.46
Less: Current Tax	94.92	115.64
Deferred Tax	53.42	27.05
Profit For the Year	404.82	256.77

During second half of the year the company reported a total income of INR 9.14 crores with an impressive EBITDA of INR 2.91 crores translating into an EBITDA margin of 31.8%. This indicates our efficient cost management and strong operational performance. The net profit for this period stood at INR 1.13 crores resulting into a net profit margin of 12.35%.

Looking at the entire year FY24, the company reported a total income of Rs. 30 crores 44 lakh. Our EBITDA for FY24 was Rs. 5.78 crores while EBITDA margin of 19%. Our net profit for FY24 stood at Rs. 2.57 crores with a net profit margin of 8.44% and an EPS of INR3.07..

2. TRANSFER TO RESERVE:

The Board of Directors of your company has decided not to transfer any amount to the Reserves for the financial year under review.

3. DIVIDEND:

Your Board intends to retain its internal accrual for future business requirements and the growth of the Company. Accordingly, your Board has not recommended any dividend during the year under review.

4. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to

Investor Education and Protection Fund (IEPF).

5. STATE OF THE COMPANY''S AFFAIRS:

a. Segment-wise position of business and its operations

At Inspire Films, we operate within three distinct business verticals television that is Hindi GECs, digital content and platforms that is OTTs and regional content. Through our conviction content model we offer bespoke content creation services, ensuring a diverse range of concepts tailored to our client''s needs.

The company employs three business models: Commissioned Content, Original Content and Licensing and Distribution.

Under the Commissioned Content model, Inspire Films offers bespoke content creation services to clients, specializing in their business verticals. Talented creative directors and writers constantly develop new ideas for shows to ensure a diverse range of concepts are available for clients.

The Original Content model, branded as "Beyond Originals,” involves co-producing original shows with Beyond Entertainment Private Limited, the corporate promoter. This model positions the company as a content creator that generates valuable intellectual property, subsequently licensed to various clients, potentially yielding significant profits.

Inspire Films distributes popular and award-winning entertainment content to broadcasters and media platforms worldwide. This involves licensing the rights to distribute content produced by Inspire Films or acquired from other sources, ensuring broad accessibility to quality entertainment across different markets.

b. Change in nature of Business of the company:

A new business model focusing on the distribution and licensing of entertainment content was introduced. This strategic shift aims to capitalize on the growing demand for diverse and high- quality content across various platforms, providing a steady revenue stream and expanding the company''s market reach.

The company has signed a multi-project licensing agreement with Zee Entertainment Enterprises Limited, one of the leading media companies in India. Additionally, popular intellectual properties (IPs) have been sublicensed to MX Player, a major over-the-top (OTT) platform, enhancing the digital presence of the company''s content. Furthermore, a significant distribution contract was signed with one of the largest broadcasting networks in India, this agreement will see three of the company''s popular web series broadcast across their prominent General Entertainment Channel (GEC), significantly expanding the company''s audience reach and impact. This marks the company''s seventh distribution deal, underscoring its dedication to the new business model of distribution and licensing.

Overall, we have demonstrated a decent year of growth and profitability underpinned by a strong operational efficiency. However, the industry faced significant uncertainties due to merger and acquisitions amongst major platforms and broadcasters during this period which delayed many of our greenlight projects including the television and broadcasting projects for over 6 months.

During this period we focused on strengthening our project pipeline with both existing and new projects. Now with the industry stabilizing we are ready to launch these projects and are confident in our ability to bring all our inventories to the market before the end of the current fiscal year 2024 and 2025. The turbulence in the industry is now behind us and we are emerging a way of positivity.

6. LISTING OF COMPANY''S SECURITIES:

Your Company''s equity shares continue to be listed and traded on National Stock Exchange of India Limited (''NSE'')

w.e.f 5th October, 2023. NSE has nationwide trading terminals and hence facilitate the shareholders/investors of the Company in trading the shares. The Company has paid the annual listing fee for the Financial Year 2024-25 to the said Stock Exchange. The funds raised through IPO are utilized for the purpose mentioned in the prospectus.

7. DEPOSITORIES

Your Company has arrangements with National Securities Depository Limited (''''NSDL”) and Central Depository Services (India) Limited (''''CDSL”), the Depositories, for facilitating the members to trade in the equity shares of the Company in Dematerialized form. The Annual Custody fees for the Financial Year 2024-25 have been paid to both the Depositories.

8. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2024, Company doesn''t have any Subsidiary & Joint Venture and Associate Companies at the end of the year.

9. DEPOSITS:

During the year under review, the Company has not accepted any deposits from public.

10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In compliance with the Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''''Listing Regulations”), the Management Discussion and Analysis Report has been presented in a separate Section

11. SHARE CAPITAL STRUCTURE OF THE COMPANY:

a. Authorized Capital and Changes thereon, if any:

The Authorized Capital of the Company is Rs.

15.00. 00.000 (Rupees Fifteen Crore) divided into

1.50.00. 000 (One Crore and Fifty Lakhs) equity shares of Rs. 10/- each.

b. Paid up Capital and Changes thereon, if any:

The issued, subscribed and Paid-up capital of the company is increased from Rs. 1,06,390/- to Rs. 13,60,92,990/-. Other than this there has been no change in the Authorized Share Capital, Issued, paid up and Subscribed Capital of the company during the year.

12. Board of Directors and Key Managerial Personnel (KMP)

a. Composition and Category of Directors / Attendance at Meetings / Directorships and Committee Memberships in other companies as on 31st March, 2024:

Your Company has the combination of Executive and Non-Executive Directors in conformity with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). None of the directors of the Company is disqualified under the provisions of the Act or under the SEBI Listing Regulations.

As per the declarations received by the Company from each of the Directors, none of them are disqualified under Section 164(2) of the Companies Act, 2013.

The Independent Directors of the Company follow the provisions of Regulation 16(1)(b) of the Listing Regulations. Further, disclosures have been made by the Directors regarding their Chairmanships/ Memberships of the mandatory Committees of the Board and that the same are within the maximum permissible limit as stipulated under Regulation 26(1) of the Listing Regulations.

b. Board Diversity:

Your Company has a truly diverse Board that includes and makes good use of diversity in the skills, regional and industry experience, background, race, gender, ethnicity and other distinctions among directors. This diversity is considered in determining the optimum composition of the Board. All Board appointments are made on merit, in the context of the skills, experience, independence and knowledge which the Board, as a whole, requires to be effective.

c. Declaration by Independent Directors:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and applicable provisions of the SEBI Listing Regulations.

d. Statement regarding opinion of the Board with regard to integrity, expertise and experience

(including the proficiency) of the independent directors appointed during the year:

It is hereby declared that in the opinion of the Board, each independent director appointed is a person of integrity and possesses all the relevant expertise and experience (including proficiency). The Company has imparted necessary familiarization programme to the newly inducted independent director.

e. Registration of Independent Directors in Independent Directors Databank:

All the Independent Directors of your Company have been registered and are members of Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA).

f. Changes in the composition of Board of Director and KMPs:

i. Appointments: During the year:

a. Mr. Girija Nayak and Mr. Rangaraj Ravindran were appointed as Independent Director w.e.f 29th July, 2023.

b. Mr. Kameshwar Rao Subudhi was appointed as Executive Director on 29th July, 2023.

c. Mr. Amit Kumar Sen was appointed as Additional Executive Director w.e.f 11th November, 2023.

ii. Reappointments: The tenure of Mr. Girija Nayak and Mr. Rangaraj Ravindran, Independent Directors of the Company expires on 29th July, 2024. Your directors propose their reappointment at forthcoming Annual General Meeting (AGM).

iii. Resignations & change in designation: During the year:

a. Mr. Kameshwar Rao Subudhi resigned as Executive Director on 15th December, 2023

b. The designation of Mrs. Mamta Patnaik changed from Executive Director to NonExecutive Director w.e.f. 15th January, 2024.

SR. No.	Date of the Meeting	Date of the Meeting	No. Of Directors present
1	01.04.2023	2	2
2	12.04.2023	2	2
3	24.04.2023	3	3
4	30.04.2023	3	3
5	12.05.2023	3	3
6	15.06.2023	3	3
7	20.06.2023	3	3
8	07.07.2023	3	3
9	18.07.2023	4	4
10	29.07.2023	6	5
11	07.08.2023	6	5
12	13.08.2023	6	5
13	17.09.2023	6	5
14	28.09.2023	6	5
15	28.09.2023	6	5
16	11.11.2023	6	5
17	16.12.2023	5	4
18	15.01.2024	5	4
19	08.03.2024	5	5

iv. KMP as at the end of the financial year: During the year following changes occurred:

SR. No.	Name	Appointment/Resignation	Date
1	Mr. Kameshwar Rao Subudhi	Appointment as Chief Financial Officer	11.07.2023
2	Mr. Kameshwar Rao Subudhi	Resignation as Chief Financial Officer	15.12.2023
3	Mr. Rakesh Jain	Appointment as Chief Financial Officer	16.12.2023
4	Mr. Rakesh Jain	Resignation as Chief Financial Officer	01.03.2024
5	Ms. Drishti Dawara	Appointment as Company Secretary (resigned w.e.f 22nd July, 2024)	13.07.2023
6	Mr. BhaLchandra Ramrao Kadam	Appointment as Chief Financial Officer	29.05. 2024
7	Ms. Ritu Verma Jain	Appointment as Company Secretary & Compliance Officer	01.08.2024

13. CORPORATE GOVERNANCE:

As the equity shares of the company are listed on EMERGE Platform of NSE, therefore Corporate Governance provisions as specified in Regulation 17 to 27 and Clause (b) to (i) of sub-regulation 46 and Paras C, D and E of Schedule V of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations,2015 are not applicable to the Company, accordingly no reporting is required to be made under this head.

14. BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 does not apply to your company for the financial year 2023-24.

15. POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act have been disclosed in the report on Corporate Governance, which forms part of the directors'' report. The web-link for the same has been disclosed separately at the end of this report.

Criteria of the payment of remuneration to Non-Executive Directors has been published on the website of the Company at the ''Corporate Governance'' section. The web-link for the same has been disclosed separately at the end of this report.

Weblink: https://inspirefilms.in/documents/68/Nomination_and_Remuneration_Policy.pdf

16. MEETINGS OF BOARD OF DIRECTORS:

During the Financial Year 2023-24, the Company held Nineteen (19) board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 were adhered to while considering the time gap between two meetings.

17. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES & OF INDIVIDUAL DIRECTORS:

The Board of Directors have evaluated the performance of all Independent Directors, Non- Independent Directors and its Committees. The Board deliberated on various evaluation attributes for all directors and after due deliberations made an objective assessment and evaluated that all the directors in the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company''s business and operations. The Board found that the performance of all the Directors was quite satisfactory.

The Board also noted that the term of reference and composition of the Committees was clearly defined. The Committee performed their duties diligently and contributed effectively to the decisions of the Board.

The functioning of the Board and its committees were quite effective. The Board evaluated its performance as a whole and was satisfied with its performance and composition of Independent and Non-Independent Directors.

18. COMMITTEES OF THE BOARD:

As required under the provisions of the Act and the SEBI Listing Regulations, as on 31st March 2024, the Board has the following committees:

a) Audit Committee;

b) Nomination & Remuneration Committee;

c) Stakeholders Engagement Committee.

During the year, all recommendations made by the committees were approved by the Board.

19. INTERNAL FINANCIAL CONTROL:

The Company has in place adequate internal financial controls with reference to financial statements. During the financial year, such controls were tested and no reportable material weakness in the design or operation was observed.

20. AUDITOR:

Statutory Auditors:

As per the provisions of Section 139, 141 of the Companies Act, 2013 and rules made thereunder (hereinafter referred to as "The Act"), the Company at its last Annual General Meeting(''AGM") held on 30th June, 2023 approved the appointment of M/s. M/s JMT & Associates, Chartered Accountant (FRN: 104167W) as Statutory Auditor for a period of 5 years.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules made thereunder; the company had appointed M/s Nishant Jawasa & Associates Company Secretaries to undertake the Secretarial Audit of the Company for the financial Year ended March 31, 2024. The Secretarial Audit report has been annexed to the Directors Report for reference.

21. DETAILS IN RESPECT OF FRAUD:

The Auditors have not reported any Fraud pursuant to section 143(12) in their respective Audit Reports.

22. BOARD''S COMMENT ON THE AUDITORS'' REPORT:

The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for any further comment.

23. MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

24. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

25. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year ended March 31, 2024, were on an arm''s length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act, 2013 were not attracted.

However, the disclosure of transactions with related parties for the financial year, as per Accounting Standard -18 Related Party Disclosures is given in Note no 28 to the Balance Sheet as on March 31, 2024. Also, form AOC-2 is attached to this report.

26. COMPLIANCE WITH SECRETARIAL STANDARD:

The Company has Complied with the applicable Secretarial Standards (as amended from time to time) on meetings of the Board of Directors issued by The Institute of Company Secretaries of India and approved by Central Government under section 118(10) of the Companies Act, 2013.

27. PARTICULARS OF LOANS AND INVESTMENT:

The Company has not made any Investment, given guarantee and securities during the financial year under review. There for no need to comply provisions of section 186 of Companies Act, 2013.

28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed under Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 forms part of the Notes to financial statement.

A. Conservation of Energy, Technology Absorption

Conservation of energy is of utmost significance to the Company. Operations of the Company are not energy intensive. However, every effort is made to ensure optimum use of energy by using energy- efficient computers, processes and other office equipment. Constant efforts are made through regular/ preventive maintenance and upkeep of existing electrical equipment to minimize breakdowns and loss of energy.

The Company is continuously making efforts for induction of innovative technologies and techniques required for the business activities.

• Steps taken by company for utilizing alternate sources of energy: NIL

• Capital investment on energy conservation equipment''s: NIL

B Foreign Exchange earnings and Outgo

Same forms part of the notes to financial statements.

29. RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/ control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, dg event, financial, human, environment and statutory compliance.

Weblink: https://inspirefilms.in/documents/17/Risk_

Management_Policy.pdf

30. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE [“POSH"]:

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees {whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender} and lays down the guidelines for identification, reporting and prevention of undesired behavior. The Company has duly constituted internal complaints committee as per the said Act.

During the financial year ended March 31, 2024, there were Nil complaints recorded pertaining to sexual harassment.

31. PREVENTION OF INSIDER TRADING:

Pursuant to the provision of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation, 2015 and amendments thereto, the company has in place a code of conduct to regulate, monitor and report trading by insider for prohibition of Insider trading in the shares of the Company. The code inter alia prohibits purchase/ sale of shares of the Company by its Designated Persons and other connected persons while in possession of Unpublished Price Sensitive Information in relation to the Company and during the period when trading window is close. The company has also formulated a Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information (UPSI). Also, the Company has complied with the applicable provisions of setting up Structural Digital Database under Insider Trading regulations.

Weblink:

https://inspirefilms.in/documents/34/13._Code_of_ Conduct Fair_Disclosure_of_Unpubli shed_Price_ Sensitive_Information.pdf

32. DIRECTOR''S RESPONSIBILITY STATEMENT:

The Directors would like to inform the Members that the Audited Accounts for the financial year ended March 31,

2024, are in full conformity with the requirement of the Companies Act, 2013. The Financial Accounts are audited by the Statutory Auditors, (Auditor/Auditor Firm Name along with FRN). The Directors further confirm 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 judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 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, had laid down Internal financial controls to be followed by the company and the controls are adequate and were operative effectively; and

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

33. CAUTIONARY STATEMENT:

The Management Discussion and Analysis section contains statements regarding the Company''s objectives, projections, estimates, expectations, or predictions, which may be considered as ''forward-looking statements'' according to applicable laws and regulations. It should be noted that actual results may differ significantly from those expressed or implied in these statements. The Company is under no obligation to publicly amend, modify, or revise any forward-looking statements, whether due to subsequent developments, new information, events, or any other reason.

34. CORPORATE SOCIAL RESPONSIBLTY (CSR):

The Company had constituted a CSR Committee to decide upon and implement the CSR Policy of the Company.

As per the provision of Section 135 the Company was required to spend INR. 5,10,000/- ( INR Five lakhs Ten Thousand Only) during the F.Y. 2023-24 and the Company has not been able to spend the same as the Company could not find suitable projects. As per the provisions of the Companies Act, 2013 the Company has deposited the same in a separate escrow account. Also, the Company is taking steps to identify suitable projects which will be taken up in the forthcoming financial year.

35. COST RECORD:

The provision of Cost audit as per section 148 doesn''t applicable on the Company.

36. ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and it powers) Rules, 2014, the Company has adopted Whistle Blower Policy/Vigil Mechanism for directors and employees to report concerns about unethical behaviors, actual or suspected fraud or violation of the Code of Conduct. It also provides for adequate safeguards against victimization of directors /employees who avail of the Mechanism.

Access to Audit Committee:

The Company affirms that no person is denied access to the Audit Committee. To ensure proper functioning of vigil mechanism the Audit Committee of the Company on quarterly basis take note of the same.

Weblink: https://inspirefilms.in/documents/10/Whistle_ Blower_Policy.pdf

37. Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the report.

38. CORPORATE GOVERNANCE:

The Company has adopted best corporate practices and is committed to conducting its business in accordance with the applicable laws, rules and regulations. The Company''s Corporate Governance practices are driven by effective and strong Board oversight, timely disclosures, transparent accounting policies and high level of Integrity in decision making.

39. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKCRUPTCY CODE, 2016:

No application has been made or any proceeding is pending under the IBC, 2016.

40. DIFFERENCE IN VALUATION:

The company has never made any one-time settlement against the loans obtained from Banks and Financial Institution and hence this clause is not applicable.

41. ACKNOWLEDGMENT

Your directors place on the record their appreciation of the Contribution made by employees, consultants at all levels, who with their competence, diligence, solidarity, co-operation and support have enabled the Company to achieve the desired results.

The board of Directors gratefully acknowledge the assistance and co-operation received from the Central and State Governments Departments, Shareholders and Stakeholders.

For and on behalf of the Board

S.D/- S.D/-

Yash A Patnaik Mamta Yash Patnaik

Managing Director & Chairman Director

DIN:01270640 DIN:02140699