Dear Members,

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:

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

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.

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:

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:

*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:

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:

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

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;

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;

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

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

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.

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:

II.STAKEHOLDER RELATIONSHIP COMMITTEE (SRC)

In compliance with Company Act read with rules made thereto and Regulation 20 of the Listing Regulations, the Stake- holder Relationship Committee of the Board as on March 31, 2025, comprised of 3 (Three) members.

The composition of Audit Committee is as under:

III.NOMINATION AND REMUNERATION COMMITTEE

In compliance with Company Act read with rules made thereto and Regulation 19 of the Listing Regulations, the Nom- ination And Remuneration Committee of the Board as on March 31, 2025, comprised of 4 (Four) members.

The composition of Audit Committee is as under:

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:

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).

Auditors' Report:

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

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).

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.

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.

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.

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

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.

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.

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.

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.

Deposits & Unclaimed Shares:

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

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.

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:

Number of complaints of sexual harassment received in the year - Nil

Number of complaints disposed off during the year - NA

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

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.

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

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.

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.

For and on behalf of the Board

Yash Patnaik Mamta Patnaik

Managing Director Director

DIN: 01270640 DIN: 02140699

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 ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2024-25 and the percentage increase in remuneration of each director, Chief Financial Officer and Company Secretary during the financial year 2024-25.

*Appointed w.e.f. 29th May 2024 and resigned on 31st December 2024

**Appointed w.e.f. 29th March 2025

***Appointed w.e.f. 13th July 2023 and Resigned on 22nd July 2024

****Appointed w.e.f. 13th November 2024

*****Appointed w.e.f. 1st August 2024 and Resigned on 19th October 2024

The percentage increase in the median remuneration of employees in the financial year: -55.5%. (Decrease due to staff turnover, partial-year employments, and lower average contractual rates compared to FY 2023-24 median of 72,500 per month.)

Number of permanent employees on the rolls of the Company as on 31st March, 2025: 6.

For the financial year ended 2024-25, average annual increase in the remuneration of employees (excluding the remuneration of managerial personnel) was 30 % and there was no increase in managerial remuneration. (The increase reflects increments for continuing employees and contractual revisions.)

It is affirmed that the remuneration is as per the Nomination Remuneration.

For and on behalf of the Board

S.D/- S.D/-

Yash Patnaik Mamta Patnaik

Managing Director & Chairman Director

DIN: 01270640 DIN: 02140699