To

The Members

Pritish Nandy Communications Limited

Your Directors present the 33rd Annual Report on the business and operations of the Company together with the audited financial accounts for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

The income from operations for this year was Rs. 3,765.74 lakh as compared to Rs. 3,358.42 lakh for the earlier year. Your Company incurred a loss of Rs. 1,258.87 lakh after tax as compared to loss of Rs. 97.14 lakh after tax in the preceding year, which was mainly due to an exceptional item during the year.

PRESENT ECONOMIC SITUATION AND PERFORMANCE OF THE COMPANY

During the year under review, your Company's total income is Rs. 3,830.99 lakh with a net loss after tax of Rs. 1,258.87 lakh.

During the year under review, Season 1 of your Company's Netflix original series The Royals successfully premiered on May 9, 2025 globally. It remained in the global top 10 shows of Netflix as well as was #1 on India's top 10 shows and was the first Indian series to trend in Netflix's Global Top 10 Non-English TV Shows across 58 countries, marking a cultural moment for Indian content globally before being renewed for a season 2. Production of the second season of The Royals is currently under development and pre-production, scheduled to commence filming during the second quarter of this current financial year.

Also, during the year under review, Season 4 of your Company's Emmy nominated Amazon Prime original series Four More Shots Please successfully premiered on December 19, 2025 globally. The much loved fourth season drew in past fans and new audiences in equal measures from around the world, growing its fandom exponentially, with viewers celebrating its consistent success in championing unapologetic contemporary Indian women, female friendships and the city of Mumbai since its debut in 2019.

Your Company continued to review advances for content as in the past and the Company has written off an amount of Rs 47.21 lakh incurred in developing content that is no longer viable to take up in the future. During the year under review, your Company entered into a licensing agreement with Shemaroo Entertainment Limited for the global broadcasting and streaming rights of 18 titles from its content library for 11 years, to enable timely monetisation, for a consideration. As a consequence of the said licensing agreement, the Management reassessed the carrying value of its content library, taking into account the expected future revenues from relevant titles as well as other titles forming part of the content library, and an external valuation report obtained. Based on such reassessment and in accordance with your Company's accounting policy, the cost of the content of 1,756.09 lakh has been written down. The resultant impact has been disclosed as an exceptional item in the financial results. The aforesaid exceptional item does not have any impact on the cash flows of your Company and it does not have or make any continuing impact on your Company's regular operations going forward.

Your Company, during 2016, received an arbitration award in its favour against White Feather Films (Proprietor Mr Sanjay Gupta). Subsequently, the matter was amicably settled to bring finality to the prolonged litigation, and your Company entered into consent terms with White Feather Films (Proprietor Mr Sanjay Gupta), which were filed before the Hon'ble Bombay High Court. The Hon'ble Court accepted the consent terms and, vide its order dated April 21, 2026, permitted White Feather Films (Proprietor Mr Sanjay Gupta) to sell one of its properties for payment of the settlement amount of Rs 255 lakh to the Company. Pursuant to the said order, the Company received Rs 255 lakh, and the balance amount of Rs 62.53 lakh has been written off.

As per the FICCI EY Report 2026, Indian M&E sector grew 9.1% i.e. INR 232 billion in 2025 to reach INR 2.78 trillion, exceeding India's nominal GDP per-capita growth of 7.7%. The M&E sector contributes around 0.8% of India's GDP, provides direct employment to around 2.75 million people, and indirect employment to over 10 million people.

Work on new series and films continues in development and it is your Company's endeavor to take at least two more productions on the floors, later this financial year.

Your Company's objective continues to be to scale up our existing business primarily through continuing to create and make new content, both original series and movies, that top-rated global studios are ready to financially and operationally collaborate with. Simultaneously, we intend to leverage the content library across various platforms on a global scale. Our business model intends to remain predictable, scalable, and sustainable, ultimately leading to greater profitability.

DIVIDEND

Your Directors do not recommend any dividend for this year. LISTING WITH THE STOCK EXCHANGES

The equity shares of your Company continue to remain listed with the Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees payable to both the stock exchanges for the year 2026-2027 have been paid.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the general reserve.

DEPOSIT FROM PUBLIC

Your Company has not accepted any deposits within the meaning of Sections 73, 74 and 76 of the Companies Act, 2013 (the Act) and the rules framed thereunder.

SUBSIDIARIES

Your Company has two subsidiaries: PNC Digital Limited and PNC Wellness Limited. There are no associate companies within the meaning of Section 2(6) of the Act. There has been no material change in the nature of the business of its subsidiaries.

Pursuant to the provisions of Section 129(3) of the Act, in addition to the financial statements provided under Section 129(2) of the Act, consolidated financial statements of your Company and its subsidiaries in the same form and manner as that of its own shall also be laid before the Annual General Meeting (AGM) of the Company. A statement containing salient features of the financial statements of your Company's subsidiaries in Form AOC 1 is appended as Annexure I.

Pursuant to the provisions of Section 136 of the Act, the standalone financial statements and consolidated financial statements of your Company along with relevant documents and separate audited accounts in respect of its subsidiaries are available on the Company's website www.pritishnandycom.com.

PNC Digital Limited

This subsidiary was kept in order to explore new opportunities that may emerge in the streaming business by leveraging the goodwill and stature of the PNC brand. One of its roles can be that of an intermediary providing distribution services to content makers who are struggling to shift from traditional media to digital, where your Company believes the future lies.

PNC Wellness Limited

This subsidiary operates in the wellness business segment, which it pioneered in India when it opened Moksh: The Wellness Place in Mumbai. After a decade of innovative activity, with rentals increasing and the wellness business, like many others, shifting to digital platforms, Moksh was shut down.

The subsidiary however continues, intending to use the brand's goodwill and reputation to build a digital opportunity at an appropriate time. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that: a. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b. they 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 your Company at the end of the financial year, and profit/ (loss) of your Company for that period; c. they 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 your Company and fraud and other irregularities; d. they have prepared the annual accounts on a going concern basis; e. they have laid down internal financial controls to be followed by your Company and such controls appear adequate and are operating effectively; f. they have devised proper systems to ensure compliance with provisions of all applicablelawsandthatsuchsystemsareadequateandoperatingeffectively .

Based on the framework of internal financial controls and compliance systems established and maintained by your Company, the work performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by management and the relevant Board Committees, including the audit committee, the Board is of the opinion that your Company's internal financial controls were adequate and effective during FY 2025-2026..

DIRECTORS

As on March 31, 2026, the Board of Directors of your Company comprised 7 (seven) Directors, including 2(two) Executive Directors, 1(one) Non-Executive Non-Independent Director and 4 (four) Non-Executive Independent Directors, in compliance with Section 149 of the Act and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

In accordance with the provisions of the Act and Articles of Association of the Company, Mrs Rina Pritish Nandy (DIN: 00055748), Director of your Company, retires by rotation at the ensuing AGM, and being eligible, offers herself for re-appointment. A resolution seeking Shareholders' approval for her re-appointment forms part of the Notice of AGM.

Mr Sunil Kumar Alagh (DIN:00103320) and Mr Karan Ravi Ahluwalia (DIN:01319174) completed their initial term of 5 years as Independent Non-Executive Directors on April 5, 2026. Being eligible for re-appointment and upon the recommendation of Nomination and Remuneration Committee, your Directors re-appointed Mr Sunil Kumar Alagh and Mr Karan Ravi Ahluwalia for a second consecutive term of 5 years, commencing from April 6, 2026, to April 5, 2031 through circular resolutions passed by your Directors on March 13, 2026.

Subsequently, the consent of the Members was obtained for re-appointment of Mr Sunil Kumar Alagh (DIN:00103320) as Independent Non-executive Director for a second consecutive term of five years commencing April 6, 2026, to April 5, 2031 and will continue to hold the office, even if he has attained 79 years of age and Mr Karan Ravi Ahluwalia (DIN:01319174) as Independent Non-executive Director for a second consecutive term of five years commencing April 6, 2026, to April 5, 2031 by way of special resolutions passed through postal ballot and remote e-voting process and consequent to this, your Directors reconstituted Audit committee, Stakeholder's Relationship Committee and Nomination and Remuneration Committee and Corporate Social Responsibility Committee.

Mr Raghu Ravunni Palat (DIN: 00311994) will complete his second consecutive term of five years as a Non-Executive Independent Director of the Company on August 8, 2026, and consequently, will cease to be an Independent Director of the Company with effect from August 9, 2026.

Accordingly, at its meeting held on May 26, 2026, the Board of Directors reconstituted the Audit Committee, Stakeholders' Relationship Committee and Nomination and Remuneration Committee with effect from August 9, 2026.

The reconstitution of the aforesaid Committees is in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details of the reconstituted Committees are set out in the Corporate Governance Report forming part of this Board's Report.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of your Company as on March 31, 2026 are as follows: Mr Pallab Kumar Bhattacharya (DIN: 00008277) is the Wholetime Director of your Company Ms Rangita Pritish Nandy (DIN: 00005690) is the Wholetime Director of your Company Mr Kishor Palkar is the Chief Financial Officer of your Company.

Ms Priyanka Shah is the Company Secretary and Compliance Officer of your Company.

COMPLIANCE ON CRITERIA OF INDEPENDENCE BY INDEPENDENT DIRECTORS

Your Company has received necessary declaration from each Independent Director under Section 149(7) of the Act, that he/ she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year, except for their sitting fees, the Independent Directors of the Company had no other pecuniary relationship or transactions with the Company.

PARTICULARS OF EMPLOYEES

The disclosure as required to be furnished pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure II.

BOARD MEETINGS HELD DURING THE YEAR

As required under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, during the year 4 meetings of the Board of Directors were held and 1 meeting of Independent Directors was held. The details of the meetings of the Board are furnished in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual Directors including Independent Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by the Securities and Exchange Board of India (SEBI) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the Independent Directors, at their exclusive meeting held during the year on March 11, 2026, reviewed the performance of the Board, Non-Executive Directors, as well as its Executive Directors as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF REPORT

There has been no material change/s and/or commitment made affecting the financial position of your Company that has occurred from the end of the financial year of the Company to which the financial statements relate and till the date of this report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Your Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Boards' Report.

AUDITORS Statutory Auditors

BD Jokhakar & Co., Chartered Accountants (FRN 104345W) were re-appointed as Statutory Auditors of your Company for another term of 5 years at the 29th Annual General Meeting held on August 26, 2022 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors till the conclusion of the 34th AGM of the Company to be held for the financial year 2026-2027.

AUDITORS' REPORT

The Auditors' Report does not contain any qualifications, reservations or adverse remarks. In the Emphasis of Matter paragraph, the auditors have stated:

We draw attention to note 35(a) on the standalone financial statements which describe the facts related to the legal proceedings initiated by the Company for the recovery of an advance of Rs.150 lakh. The management considers the same as good and fully recoverable for the reasons mentioned therein, consequently the Company has not made provision of any amount there against We further draw attention to note 35(b) on the standalone financial statements which describes that the Company has received a settlement amount of Rs. 255 lakh from White Feather Films (Proprietor Sanjay Gupta) against receivable of Rs. 317.53 lakh resulting into write off of Rs. 62.53 lakhs.

Our opinion is not modified in respect of the above matters.

Your Directors confirm that the matters referred to in the segment relation to Emphasis of Matter by the independent Auditors in their report have been clarified in notes 35(a), 35(b), of the standalone financial statements which are self-explanatory and reproduced below.

NOTE 35(a)

The Company during the year 2005, had initiated proceedings for recovery of an amount of Rs 150 lakhs, along with interest @ 18% p.a., totalling to Rs 247 lakh. The said amount was advanced to Saboo Films Pvt Ltd and Bharat Film Works against film rights. On October 31, 2025, the City Civil Court, Mumbai pronounced its judgment, directing Saboo Films Pvt Ltd (Defendant No. 1) to pay Rs 247 lakhs plus interest @ 18% p.a. on principal amount of Rs 150 lakhs from the date of filing the suit, i.e., March 22, 2005, till its realization. The Company has filed an appeal against the order on December 23, 2025, in the Bombay High Court on the ground that the decree is only against Defendant No 1 and the decree exonerates Mrs Rita Rahul Rawail (Prop. Bharat Film Works, Defendant No 2). Thus, by challenging the order, the Company has sought recovery of money from both defendants jointly and severally. The said Appeal is pending disposal. Considering the judgment is in the favour of the Company, the management considers the amount advanced of Rs 150 lakh as fully recoverable and hence no provision is made

NOTE 35(b)

The Company received an award in its favour in the arbitration filed against White Feather Films (proprietor Sanjay Gupta) referred to as "Defendant". Defendant contested the said award but was directed to deposit an amount of Rs 300 lakh by the Bombay High Court, which they failed to do. The Company initiated execution proceedings for enforcement of the arbitration award. Subsequently, the matter was amicably settled between the Company and the Defendant in order to bring finality to the prolonged litigation. Accordingly, the Company has entered in to consent terms with Defendant and filed the same before the Hon'ble Bombay High Court. The Hon'ble Bombay High Court accepted the consent terms and vide its order dated April 21, 2026, permitted Defendant to sell one of the properties for payment of the settlement amount of Rs 255 lakh to the Company. Pursuant to the aforesaid Order, the Company has received the settled amount of Rs 255 lakh against Rs 317.53 lakh appearing in the books of accounts. Consequently, the balance amount of Rs 62.53 lakh has been written off.

SECRETARIAL AUDITORS' REPORT

CS Vinayak Deodhar (FCS No. 1880, COP No. 898) of VN Deodhar & Co., practicing Company Secretaries were appointed as the Secretarial Auditors of your Company for a term of 5 (five) years, at the 32nd Annual General Meeting held on September 25, 2025 on a remuneration mutually agreed upon by your Board of Directors and the Secretarial Auditors till the conclusion of the 36th AGM of the Company to be held for the financial year 2029-2030.

The Secretarial Auditors' Report is given as Annexure III which forms part of this report. The Secretarial Auditors' Report states that during the period under review your Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned therein.

MANAGEMENT DISCUSSIONS AND ANALYSIS

A detailed report on Management Discussion and Analysis is enclosed with this report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has an internal control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the internal audit function is well defined in the organization. To maintain its objectivity and independence, the Internal Auditor submits his report to the Audit Committee of the Board.

The Internal Auditor monitors and evaluates the efficacy and adequacy of the internal control system of your Company, its compliance with operating systems, accounting procedures and policies of your Company. Based on the report of the Internal Auditor, officers undertake corrective action in their respective areas and thereby strengthen control. Significant audit observations and corrective of the Board.

RISK MANAGEMENT

Your Company has adopted a Risk Management Policy, pursuant to the provisions of Section 134(n) of the Act, which enables identification and evaluation of business risks and opportunities. This policy seeks to create transparency, minimize adverse impacts on business objectives and enhance your Company's competitive advantage.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE ACT The particulars of loans, guarantees and investments have been disclosed in the standalone financial statements. TRANSACTIONS WITH RELATED PARTIES

All Related Party Transactions entered into during the financial year were on an arm's length basis and in the ordinary course of business. Details of Related Party Transactions are disclosed in note 31 of the audited standalone financial statements of your Company.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, the Annual Return for FY 2025-26 will be available on your Company's website. www.pritishnandycom.com. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘POSH Act') and Rules made thereunder, your Company has constituted an Internal Complaints Committee (ICC). While maintaining the highest governance norms, your Company has, within the ICC, appointed an external independent person who has worked in this area and has the requisite experience in handling such matters.

During the year, no complaints were received by the Committee.

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of Act and Rules framed thereunder. CORPORATE SOCIAL RESPONSIBILITY (CSR) Your Company's CSR policy is aimed at demonstrating care for the community through its focus on education, skill development, health, wellness and research on content.

Further, in accordance with the provisions of Section 135 of the Act and rules framed thereunder, your Company has reconstituted a CSR Committee by re-appointing Mr Sunil Kumar Alagh (Chairman) and Mr Karan Ravi Ahluwalia as Member of CSR Committee with effect from April 16, 2026.

Subsequently, your Board of Directors reconstituted CSR Committee of Directors, by appointing Ms Rangita Pritish Nandy, Wholetime Director, as Member of the Committee with effect from May 26, 2026 in place of Mr Pallab Kumar Bhattacharya, who was earlier a Member of the Committee.

AAfter reconstitution, the CSR Committee comprising of the following:

1. Mr Sunil Kumar Alagh, Chairman

2. Mr Karan Ravi Ahluwalia

3. Ms Rangita Pritish Nandy

The detailed policy and reconstitution of the CSR Committee is available on your Company's website.

No CSR provision is applicable for the financial year ended on March 31, 2026 as the average net profit of your Company for the last3 . financialyearsisinadequate

DISCLOSURE REQUIREMENT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report with Auditors' certificate thereon and Management Discussion and Analysis are attached, which forms part of this report.

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and confirms that such systems are adequate and operating effectively. Details of the familiarization programs of the Independent Directors are available on the website of the Company. Policy for determining material subsidiaries of your Company is available on the website of your Company. Policy on dealing with related party transactions is available on the website of your Company. Policy on fair disclosure and code of conduct required to be set out by your Company under SEBI (PIT) Regulations, 2015 is available on the website of your Company.

Your Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with stock exchanges. The website of your Company is www.pritishnandycom.com CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As per Section 134(3) (m) of the Act, the particulars of Energy Conservation, Research and Development and Technology Absorption are not applicable to your Company. Foreign Exchange Earnings and Outgo during the year are given in Annexure IV which forms part of this report TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

There are no amounts which remained unclaimed and unpaid, for a period of 7 years from the date of declaration of dividend. ACKNOWLEDGEMENT

The Board thanks all stakeholders in your Company, clients, bankers and financial institutions for their continued support to your Company and their confidence in its Management. It also wishes to record its appreciation of the efforts put in by all staff and associates of your Company.