As on: Oct 22, 2026 07:00 AM
To,
The Members,
M/s. Picturepost Studios Limited
(CIN: U62099MH2023PLC404020)
We are pleased to present this Board Report of Picturepost Studios Limited (the Company or PPSL) on the business and operations of the company together with the Audited Financial Statements for the financial year ended 31st March 2026 (FY 2025-2026)
A. GENERAL DISCLOSURE
1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:
During the year under review, performance of your company for the year ended March 31, 2026 as under:
(Amount in Lakhs)
PARTICULARS
Profit/(Loss) Before Tax
Profit/(Loss) After Tax
Less: Appropriation
Closing Balance
2. RESULT OF OPERATIONS AND STATE OF COMPANY'S AFFAIRS:
The key aspects of the Company's performance during the financial year 2025-26 are as follows:
Standalone Performance
During the year ended March 31, 2026, the Company recorded total revenue of ?2,034.03 lakhs as compared to ^3,712.44 lakhs in the previous financial year FY 2024-25, representing a year-on-year decline of approximately 45%. The Company recorded a net profit of ?83.63 lakhs as compared to ?503.69 lakhs in the previous financial year FY 2024-25, representing a year-on-year decline of approximately 83%. The financial performance reflects a decline in revenue and profitability during the reporting period.
Consolidated Performance
During the year ended March 31,2026, the Company has recorded a total revenue of ^2034.03 Lakhs and Net profit of ^83.64 Lakhs. The financial performance reflects a decline in revenue and profitability during the reporting period.
3. DIVIDEND:
To strengthen the financial position of the Company and to augment its working capital, the Board of Directors regrets to inform that no dividend is being recommended on the Equity Shares for the financial year 2025-26. Since no dividend has been declared in the past, the Company does not have any unpaid or unclaimed dividend that would fall under the purview of Section 124(5) of the Companies Act, 2013, for transfer to the Investor Education and Protection Fund (IEPF) of the Central Government.
4. CAPITAL STRUCTURE OF THE COMPANY:
i. During the year under review, there was no change in the Authorized Share Capital of the Company. As of the date of this report, the authorized share capital of the Company is ^4,00,00,000/- (Rupees Four Crore Only), divided into 4,00,00,000 (Four Crore) Equity shares of Face Value ^1/- each.
ii. The Issued, Subscribed and Paid-up Equity Capital as on March 31, 2026, stood at ^2,93,00,000/- (Rupees Two Crore Ninety-Three Lakh Only), comprising 2,93,00,000 (Two Crore Ninety-Three Lakh) equity shares of ?1/-each.
5. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE
The Company had raised funds through Initial Public Offer (IPO) during August 2024 where the equity shares are listed on SME Platform of National Stock Exchange of India Ltd. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue.
There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated August 06, 2024.
6. TRANSFER TO RESERVE & SURPLUS:
The profit for the financial year has been carried forward to the Profit and Loss Account. No amount has been transferred or proposed to be transferred to any specific reserve or to the General Reserve.
7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which these financial statements relate and the date of this report.
8. CHANGE IN STATUS OF THE COMPANY
The Company was converted into a Public Limited Company pursuant to approval of the Shareholders at an Extraordinary General Meeting held on February 21, 2024 and consequently, the name of the Company was changed to "Picturepost Studios Limited". A Fresh Certificate of Incorporation consequent upon conversion from Private Company to a Public Company was issued by Registrar of Companies, Mumbai, on May 14, 2024. The Corporate Identification Number (CIN) of the Company is U62099MH2023PLC404020.
9. CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business of the Company during the period under review
10. DISCLOSURE REGARDING ISSUE OF SHARES, INCLUDING EMPLOYEE STOCK OPTIONS/SWEAT EQUITY SHARES:
i. INITIAL PUBLIC OFFER ("IPO"):- During the year under review, the Company successfully completed its Initial Public Offer (IPO). The offer to the public comprised a fresh issue of 78,00,000 Equity Shares. The Company raised ^18,72,00,000/- through the IPO, by offering 78,00,000 Equity Shares of face value ^1/- each at a premium of ^23/- per share. The issue was oversubscribed by 332 times. The Equity Shares of the Company were listed on August 09, 2024, on the SME Platform of National Stock Exchange of India Limited (NSE EMERGE).
ii. EMPLOYEES STOCK OPTION PLAN (ESOP): -The company has not issued any Employee Stock Options during the financial year.
iii. SWEAT EQUITY SHARES: - The Company has not issued any Sweat Equity Shares to its directors or employees during the period under review.
iv. BONUS SHARES: - The Company has not issued any Bonus Shares during the year under review.
v. BUYBACK OF SECURITIES: - The Company has not bought back any of its securities during the year under review.
STUDIOS
vi. ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS AS TO DIVIDEND, VOTING OR OTHERWISE: - The Company has not issued any Equity Shares with differential rights as to dividend, voting or otherwise during the period under review.
The paid-up share capital of the Company as on March 31, 2026 is 2,93,00,000/- (Rupees Two Crore Ninety-Three Lakh only), divided into 2,93,00,000 (Two Crore Ninety-Three Lakh) Equity Shares of ^1/- each
11. DEPOSITS:
During the year under review, the Company has not accepted any deposits within the meaning of sections 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.
12. BORROWINGS:
As on 31st March 2026, an amount of ^2,36,64,714.97 is outstanding towards borrowings, comprising both secured and unsecured loans.
13. ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) and Section 134(3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, as amended from time to time, the Annual Return of the Company as on 31st March, 2025, is available on the Company's website and can be accessed at https://picturepoststudio.com/investor-center/
14. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE ACT:
Pursuant to the provisions of Section 186 of the Companies Act, 2013, the details of loans given, investments made, guarantees provided, and securities offered by the Company, as applicable, are provided in the notes to the Financial Statements forming part of this Annual Report.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 (1) OF THE ACT:
Pursuant to Section 134(3)(h) of the Companies Act, 2013, all contracts and arrangements with related parties under Section 188(1) entered into by the Company during the financial year were approved by the Audit Committee and, wherever required, by the Board of Directors.
All related party transactions entered into during the financial year were on an arm's length basis and in the ordinary course of business. There were no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons that could have a potential conflict with the interests of the Company at large.
The Company had entered into any transaction with related parties which is required to be reported in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 disclosed in prescribed format Form AOC-2 is appended as Annexure-I to the Board's report.
A. MANANGEMENT
16. BOARD OF DIRECTORS:
As on March 31, 2026, the composition of the Company's Board comprises Six (6) members. In addition to the Chairman, who is a Managing Director and Promoter, the Board includes Two Director (including one Women Director) and Three Independent Directors. The brief profiles of the Directors are available on the Company's website at https://picturepoststudio.com.
The composition of the Board is in conformity with the Act and consists of combination of Executive and Non-Executive Directors and not less than 1 /3rd of the Board comprising of Independent Directors as required under the Act.
As on the date of this Report, the Board of Directors comprises the following members:
There is no change in the Board of Directors/KMPs of the Company during the year.
* & ** Mrs. Deepa Shailendra Chandgothia & Mr. Shailendra Ishwardas chandgotia were resigned from the post of directorship w.e.f. 20-04-2026 respectively.
- Mr. Suraj Sharma & Mr. Anirudh Ruia were resigned from the post of directorship w.e.f. 21-04-2026 & 2304-2026 respectively.
- Mr. Prateek Tekriwal (Non-Executive Non-Independent) & Ms. Urvashi Dilip Maharshi (Independent Women Director) were appointed as additional director w.e.f. 21-05-2026 & 02-06-2026 respectively.
17. KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Companies Act, 2013, as on 31st March, 2026, the following are the Key Managerial Personnel (KMP) of the Company:
* Ms. Pooja Shailendra Chandgothia, Chief Financial Officer of the company regined w.e.f. 20-042026.
** Mr. Abhishek Sharma has resigned from the post of Company Secretary and Compliance Officer w.e.f. 18-04-2026.
- Ms. Priyanka Mohta was appointed as the Company Secretary and Compliance Officer w.e.f. 28-052026.
18. DIRECTORS RETIRE BY ROTATION:
In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Parish Tekriwal (DIN: 03530041), Executive Director, retire by rotation at the ensuing Annual General Meeting. The Board of Directors, on the recommendation of the Nomination and Remuneration Committee, has recommended their re-appointment.
Details of the Directors retiring by rotation and seeking reappointment have been furnished in the explanatory statement to the notice of the ensuing AGM.
19. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(3)(c) of the Companies Act, 2013, the Board of Directors hereby submits its Responsibility Statement:
a) In the preparation of the annual accounts for the year ending 31st March, 2026, the applicable accounting standards, read with requirements set out under Schedule III of 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 31st March, 2026 and of the profit and loss 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 director has laid down internal financial controls to be followed by the Company and such internal financial control are adequate and are operating effectively;
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
20. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE FINANCIAL YEAR:
During the Financial year, Four (4) Board meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 viz.,28-05- 2025,29-08-2025,14-11-2025 & 24-01-2026. The composition of the board and the details of meetings attended by its members are given below:
Detailed agenda with explanatory notes and all other related information is circulated to the members of the Board in advance of each meeting. Detailed presentations are made to the Board covering all major functions and activities. The requisite strategic and material information is made available to the Board to ensure transparent decision making by the Board.
21. COMMITTEES OF THE BOARD:
The Board has constituted the necessary committees pursuant to the provisions of Companies Act, 2013 and the rules framed thereunder. The Committees currently constituted by the Company include the Audit Committee, Stakeholders' Relationship Committee, and Nomination and Remuneration Committee.
The composition of these committees of the Board of Directors is available on the Company's website. The Board is responsible for constituting, assigning, co-opting, and defining the terms of reference for these committees. Details regarding the roles and composition of the committees, including the number of meetings held during the financial year and the attendance of members, are provided below.
Sr. No Particulars
22. COMPOSITION AND MEETING OF AUDIT COMMITTEE:
The Audit Committee was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. During the Financial Year 2025-26, the Company held Three (3) meetings of the Audit Committee.
The composition of the Audit Committee as on March 31, 2026, along with the details of meetings attended by its members during the year, is provided below:
> The composition of audit committee as under:
> In the financial year 2025-2026, the Audit Committee met Three (3) times i.e. on 28-05-2025,2908-2025 & 14-11-2025 and attendance of Audit Committee Members is as under:
Sr. No.
1
2
3
All the recommendations made by the Audit Committee during the year under review were accepted by the Board of Directors. The role and terms of reference of the Audit Committee are in line with the provisions of Section 177 of the Companies Act, 2013 and the applicable provisions of the Listing Regulations and are available on the Company's website at https://picturepoststudio.com.
23. COMPOSITION AND MEETING OF NOMINATION & REMUNERATION COMMITTEE (NRC):
The Nomination and Remuneration Committee was constituted at the meeting of the Board of Directors held on 29-08-2025. During the financial year 2025-26, the Company held one (1) meeting of Nomination and Remuneration Committee.
The composition of the Committee as on March 31, 2026, and the details of the meeting attended by its members during the financial year 2025-26 are as follows:
> The composition of Nomination & Remuneration Committee as under:
> In the financial year 2025-2026, the Nomination & Remuneration Committee met once on 2908-2025, and an attendance of Committee Members is as under:
The role and terms of reference of the Committee are in consonance with the requirements mandated under Section 178 of the Companies Act, 2013 and the Listing Regulations and are available on the Company's website https://picturepoststudio.com
24. COMPOSITION AND MEETING OF STAKEHOLDERS' RELATIONSHIP COMMITTEE:
> The composition of the Stakeholders' Relationship Committee as under:
In the financial year 2025-2026, the Stakeholders' Relationship Committee met once, on 2401-2026 and the attendance of the Committee Members is as under:
25. DECLARATION BY INDEPENDENT DIRECTORS OF THE COMPANY:
i. All the Independent Directors have submitted declarations to the Company stating their independence pursuant to Section 149(7) of the Companies Act, 2013. They have further declared that they are not debarred or disqualified from being appointed or continuing as directors of companies by the Ministry of Corporate Affairs or any other statutory authority. In the opinion of the Board, all the Independent Directors are individuals of integrity and possess the relevant expertise, experience, and proficiency.
ii. The Company has also received the requisite declarations from the Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.
iii. All Independent Directors have affirmed compliance with the Code of Conduct for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.
iv. The Independent Directors are provided with all necessary documents, reports, and internal policies to enable them to familiarize themselves with the Company's procedures and practices.
26. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarise with the Company's procedures and practices. The Company endeavors, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. The details of such familiarization programmes for Independent Directors are posted on the website of the Company and can be accessed at https://picturepoststudio.com.
27. TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS
The terms and conditions of appointment of Independent Directors have been disclosed on the website of the Company https://picturepoststudio.com
28. SEPARATE MEETING OF INDEPENDENT DIRECTORS
Independent Directors of the Company met separately on 24-01-2026 without the presence of NonIndependent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule IV of the Act, following matters were, inter alia, reviewed and discussed in the meeting:
i. Performance of Non-Independent Directors and the Board of Directors as a whole;
ii. Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;
iii. Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties
All the Independent Directors were present at the meeting.
29. CORPORATE GOVERNANCE
The Equity Shares of the Company are listed on the SME platform (NSE-emerge) of National Stock Exchange of India Limited. Pursuant to Regulation 15(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, the compliance with the Corporate Governance provisions specified in Regulation 17 to 27 and clause (b) to (i) and (t) of sub regulations (2) of regulation 46 and para- C, D and E of Schedule V, of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily adopted various practices of governance conforming to the highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholder.
B. DISCLOSURE RELATING TO SUBSIDIARY, JOINT VENTURE AND ASSOCIATES
30. SUBSIDIARIES AND JOINT VENTURES COMPANIES:
We are pleased to inform that your Company has incorporated a wholly-owned subsidiary, M/s. Picturepost Studios UK Limited, under the Companies Act 2006 as a private company limited by shares. The registered office of the subsidiary is situated in England and Wales. The company was incorporated on 11th October 2024. The subsidiary has been formed to undertake and carry out activities related to the Media and Entertainment sector. The Company did not undertake any business operations during the financial year 2025-26.
Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, the Company has prepared Consolidated Financial Statements of the Company and a separate statement containing the salient features of Financial Statement of subsidiaries and associates in the prescribed format Form AOC- 1 is appended as Annexure-II to the Board's report.
Further, the Company does not have any joint ventures or associate companies during the year and there are no companies which has become or ceased to be Subsidiary, Joint Venture/ Associate Companies.
31. RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY
The Managing Director of Company have not received any Remuneration or Commission from its wholly Owned Subsidiary Company as on 31st March 2026. Hence reporting under this clause is not required to be provided
C. STATUTORY DISCLOSURES
32. STATUTORY AUDITORS:
Pursuant to provisions of Section 139, M/s. Bagaria & Co. LLP, Chartered Accountants, (Firm Registration No. - 113447W/W-100019), were appointed as Statutory Auditors of your Company at the Second Annual General Meeting of the Company, for a term of five consecutive years and that they hold office until the conclusion of Seventh Annual General Meeting to be held in the year 2030.
The Notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.
As per Companies (Amendment) Act, 2017 effective from May 07, 2018, the provisions relating to ratification of the appointment of Statutory Auditors at every AGM is not required.
33. SECRETERIAL AUDITOR AND THEIR REPORT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof, for the time being in force), and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed M/s. N Bagaria & Associates (Firm Unique Identification no. P2007MH008300), Companies Secretaries as the Secretarial Auditors of the Company for a term of 5 (Five) consecutive years to hold office from the conclusion of 2nd Annual General Meeting until the conclusion of the 7th Annual General Meeting of the Company, and to conduct secretarial audit for the financial year 2025-26 to the financial year 2029-30. The Report of the Secretarial Audit for the financial year 2025-26 in the prescribed form MR-3 pursuant to the provisions of section 204 of the Act is appended as Annexure-III to the Board's report.
The Auditor has made certain qualifications/adverse remarks in their Report, which are set out below:
1. During the period under review, the Company has appointed M/s. Bagaria & Co. LLP (FRN :113447W/W-100019) as Statutory Auditors of the Company in the Annual General Meeting held on 30th September 2025 for a period of 5 years from Financial Year 2025-26 to 2029-30. However, the e-form ADT-1 for the appointment has not been filed with the Registrar of Companies, Maharashtra. The Management has explained that the non-filing is entirely due to technical error on the MCA portal and for that presented before us the relevant error logs and ticket raised by the Company on MCA help desk.
2. The Company has not ensured real-time entry of all internal and external sharing of UPSI in the Structured Digital Database. The Structured Digital Database is not being maintained in a complete and updated manner. Additionally, the list of designated persons with whom UPSI is shared or who have access to UPSI is incomplete.
3. The Company has failed to file a Statement of Deviation or variation under regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 for the Half year ended 30th September, 2025. However, the Company has reported the same along with its Financial Results for the half year ended 30th September, 2025.
34. REPORTING OF FRAUD BY AUDITORS:
The Statutory Auditors, or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under
35. BOARD'S REPONSE ON AUDITORS' QUALIFICATIONS, RESERVATION OR ADVERSE REMARKS OR DISCLAIMERS MADE:
The Secretarial Audit Report for the financial year 2025-26 contains certain observations/qualifications made by the Secretarial Auditor. The Management's response to the observations is as under:
1. Non-filing of e-Form ADT-1:
The Secretarial Auditor has observed that the e-Form ADT-1 in respect of the appointment of M/ s. Bagaria & Co. LLP (FRN: 113447W/W-100019) as Statutory Auditors of the Company for a period of five years from the financial year 2025-26 to 2029-30, approved by the Members at the Annual General Meeting held on 30th September 2025, could not be filed with the Registrar of Companies within the prescribed time.
The Management submits that the non-filing of the said e-Form ADT-1 was due to a technical issue/error on the MCA portal and was not intentional. The Company had taken appropriate steps for filing the form and had raised the matter with the MCA helpdesk. The Company had also maintained the relevant error logs and details of the tickets raised with the MCA helpdesk in support of the technical issue encountered.
The Company has taken note of the observation and shall take necessary steps to complete the filing and regularise the matter, as applicable, at the earliest.
2. Maintenance of Structured Digital Database:
With respect to the observation regarding the Structured Digital Database ("SDD"), the Management acknowledges the observation of the Secretarial Auditor.
The Company has taken note of the requirement for maintaining the SDD in a complete, accurate and updated manner, including recording of all internal and external sharing of Unpublished Price Sensitive Information ("UPSI") on a real-time basis and maintaining an updated list of designated persons and persons with whom UPSI is shared or who have access to UPSI.
The Company has initiated necessary corrective measures to strengthen the SDD mechanism and internal controls relating to the identification, recording and monitoring of UPSI sharing. The Company shall ensure that the SDD is maintained and updated on an ongoing basis in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015.
3. Non-filing of Statement of Deviation or Variation under Regulation 32 of SEBI LODR Regulations:
With respect to the observation regarding non-filing of the Statement of Deviation or Variation under Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the half-year ended 30th September 2025, the Management submits that the relevant information relating to the utilisation of the proceeds was duly disclosed along with the financial results for the half-year ended 30th September 2025. However, the filing of the Statement of Deviation or Variation under the respective head was inadvertently missed. The Company has taken note of the observation and shall ensure due compliance with the applicable provisions and timely filing of the requisite statement in the future.
The Board has taken note of the observations of the Secretarial Auditor and the Management's responses thereto and has directed the concerned officers to strengthen the Company's compliance monitoring and reporting mechanisms to ensure timely and effective compliance with applicable laws and regulations.
36. COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company is in compliance with the applicable Secretarial Standards i.e., SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively issued by the Institute of Company Secretaries of India ('ICSI') and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2025-26.
37. INTERNAL FINANCIAL CONTROLS SYSTEM:
Your Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial statements.
The systems/ frameworks include proper delegation of authority, operating philosophy, policies and procedures, effective IT system aligned to business requirement, an internal audit framework, an ethics framework, a risk management framework and adequate segregation of duties to ensure an acceptable level of risk.
Nothing has come to the attention of the Directors to indicate that any material breakdown in the function of these controls, procedures or systems occurred during the financial year. There has been no significant change in the Company's internal financial controls during the financial year that have materially affected, or are reasonably likely to materially affect its internal financial controls.
38. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Board, based on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. The Company's policy relating to the Directors appointment, payment of remuneration and discharge of their duties is available on the website of the Company https:// picturepoststudio.com
39. PARTICULARS OF EMPLOYEES
Disclosure with respect to remuneration of Directors and employees as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("said Rules") is appended as Annexure-IV to the Board's report
Details of employee remuneration as required under provisions of Section 197 of the Act and Rule 5(2) and 5(3) of the above said Rules shall be made available to the Members by writing to the Company at registered office.
40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is as follows:
(A) Conservation of energy-
(C) Foreign exchange earnings and Outgo-
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows
(Amount in lakhs)
Particulars
Earnings in foreign currency
- Export of Services
- Foreign exchange gains
Expenditure in foreign currency
- Foreign Exchange Loss
D. OTHER DISCLOSURES
41. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
No material order has been passed by Regulators, Courts and Tribunals which impacts the going concern status of the company and its future during the year.
42. RISK MANAGEMENT POLICY:
As part of our governance philosophy and in order to ensure a robust risk management system to identify and evaluate business risks and opportunities. Your Company has identified various risk inherently associated with the business and accordingly formulated Risk Management Policies to oversee and manage the risks involved in all activities of the Company to maximise opportunities and minimise adversities. Our risk management framework seeks to create transparency, minimise adverse impact on the business objectives and enhance the Company's competitive advantage. Many risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.
The Risk Management Framework is designed to help the organisation to meet its objectives through alignment of operating controls with the Company's mission and vision.
43. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.
44. DISCLOSURES REQUIRED UNDER SECTION 22 SEXUAL HARASSMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
Our Company has always believed in providing a safe and harassment-free workplace for every individual working on its premises. The company always endeavours to create and provide an environment that is free from discrimination and harassment.
The policy on prevention of sexual harassment at the workplace aims to prevent harassment of employees, {whether permanent, temporary, ad hoc, consultants, interns, or contract workers, irrespective of gender, and lays down guidelines for identification, reporting, and prevention of undesired behaviour. The company has duly constituted an internal complaints committee as per the said Act.
During the financial year ended March 31, 2026, there will be no complaints recorded pertaining to sexual harassment.
45. VIGIL MACHANISM:
The company has established a vigil Mechanism and accordingly frame the whistle blower policy in accordance with the provisions of the regulation 22 of SEBI (listing obligations and disclosure requirements), regulations, 2015 and rule 7 of the companies (Meetings of Board and its Powers) Rules, 2014. The policy enables directors, employers and business associates to report unethical behavior, malpractices, wrongful conduct, fraud, violation of company's code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for an appropriate action.
Under the vigil mechanism, all directors, employees, business associates have direct access to the chairman of the audit committee. The whistle blower policy can be accessed at https://picturepoststudio.com/.
46. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS
Pursuant to applicable provisions of the Act and the Listing Regulations, the Board, in consultation with its Nomination and Remuneration Committee, has formulated a framework containing, interalia, the criteria for performance evaluation of the entire Board of the Company, its committees and individual directors, including Independent Directors. The framework is monitored, reviewed and updated by the Board, in consultation with the Nomination and Remuneration Committee, based on need and compliance requirements.
47. CODE FOR PREVENTION OF INSIDER-TRADING
Your Company has adopted a Code of Conduct ("Code of Practice and Procedure for UPSI") to regulate, monitor and report trading in Company's shares by Company's designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"). The Code on Insider Trading, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company's shares and sharing Unpublished Price Sensitive Information ("UPSI").
The Code on Insider Trading also mandates that any person in possession of UPSI must refrain from using that information for personal gain, ensuring fairness and transparency in the market. The Code on Insider Trading covers Company's obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI. The Code on Insider Trading has been communicated to all concerned.
The Company has also adopted the Code of Practice and Procedures for Fair Disclosure of Unpublished Price Sensitive Information ("the Code of Fair Disclosure") in compliance with the PIT Regulations. The Code of Fair Disclosure is available on the website of the Company and can be accessed at https: //picturepoststudio.com/corporate-policies/
48. CODE OF CONDUCT:
Commitment to ethical professional conduct is a must for every employee, including board members and senior management personnel of the company. The duties of the directors including duties as an Independent director as laid down in the act, also forms path of code of conduct.
The code of conduct is available on the website of the company at https://picturepoststudio.com. All board members and senior management personnel affirm compliance with code of conduct annually. The declaration signed by the chairman and managing director to this effect is appended as Annexure-V to the Board's report.
49. POLICIES OF THE COMPANY
The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://picturepoststudio.com
50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
During the year under review, there were no applications made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code, 2016
51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS
During the year under review, there has been no time settlement of loans taken from Banks and Financial institutions
52. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):
The Business Responsibility and Sustainability Report (BRSR) pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended as on 31st March 2026.
53. INAPPLICABLE PROVISIONS
i. The provisions of Corporate Social Responsibility are not applicable to your Company as the Company has not exceeded the threshold limits of Turnover, Net worth or Net Profit, as prescribed under the Companies Act 2013.
ii. The Company is not required to maintain cost records as specified by the Central Government u/s 148(1) of the Companies Act, 2013 and hence such accounts and records are not being maintained
54. REGISTRAR AND TRANSFER AGENT (RTA)
During the year as part of listing, the Company appointed Bigshare Services Private Limited as its RTA. As required under Regulation 7(3) of the Listing Regulations, the Company files, on annual basis, certificate issued by RTA and compliance officer of the Company certifying that all activities in relation to share transfer facility are maintained by RTA registered with SEBI.
Details of the RTA are given below:
Bigshare Services Private Limited CIN: U99999MH1994PTC076534 Office no. S6-2, 6th Floor, Pinnacle Business Park,
Next to Ahura Centre, Mahakali Caves Road,
Andheri (East), Mumbai-400 093
55. LISTING
At present, the equity shares of the Company are listed at the EMERGE Platform on NSE under Stock Code- PPSL and ISIN: INE0YAL01017
56. POSTAL BALLOT:
During the year under review, no resolution was passed through postal ballot.
57. SCORES:
SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide clarifications online through SEBI.
58. RECONCILIATION OF SHARE CAPITAL AUDIT:
Pursuant to Regulation 76 of Securities and Exchange Board of India (Depositories Participants) Regulations, 2018 [erstwhile: vide SEBI circular No. D&CC /FIT TC/CIR-16/2002 dated December 31, 2002 read with Securities and Exchange Board of India (Depositories Participants) Regulations, 1996], a Chartered Accountant in Practice carries out audit of Reconciliation of Share Capital on quarterly basis to reconcile the total admitted equity share capital with the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL) and the total issued and listed equity share capital. The audit report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL. The said report, duly signed by practicing Chartered Accountant is submitted to stock exchanges where the securities of the company are listed within 30 days of the end of each quarter and this Report is also placed before the Board of Directors of the company.
59. CREDIT RATING
There were no instances during the year which requires the company to obtain credit rating from any credit rating agencies.
60. INVESTOR GRIEVANCE REDRESSAL
During the financial year 2025-26, there were no complaints received from the investor The designated email id for Investor complaint is investors@picturepoststudio.com
61. COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE
Ms. Priyanka Mohta Company Secretary & Compliance Officer
Registered Office: 701, 7th Floor, Sapphire Building, Junction of S.V. Rd & 1st Rd, Khar (W), Khar Colony, Mumbai, Mumbai, Maharashtra, India, 400052
Address at which the books of account maintained: 901 9th floor Sapphire Building, Junction of SV Road and 1st Road Khar West, Khar Colony, Mumbai, Mumbai, Maharashtra, India, 400052
62. BUSINESS LOCATIONS
As on March 31, 2025, the company has its place of business (Studios) in the following locations Mumbai - 701, 7th Floor, Sapphire Building, Junction of S.V. Rd & 1st Rd, Khar (W), Khar Colony, Mumbai, Maharashtra, India, 400052
63. ACKNOWLEDGEMENT:
The Board of Directors would like to acknowledge all its stakeholders and is grateful for the support received from customers, distributors, suppliers and business associates. Your directors recognize and appreciate the sincere and hard work, loyalty, dedicated efforts and contribution of all the employees that ensured sustained all round performance in a challenging business environment.
By Order of the Board
For Picturepost Studios Limited
Sd/-
Mr. Parish Tekriwal Managing Director DIN:03530041
Date: September 02,2026
Place: Mumbai
Click here to visit SEBI Scores