Your Directors have pleasure in presenting their 12^th Annual Report of the Company together with the
Audited Statements of Accounts for the financial year ended 31^st March, 2024:

FINANCIAL SUMMARY

The Company's financial performance, for the year ended March 31^st, 2024 is summarized below: The
Board's Report is prepared based on the stand-alone financial statements of the company.

Amount in Rs.

HIGHLIGHTS

During the year under review the Company has earned net revenue of Rs 4,85,00,000/-as compared to
net revenue of Rs 1,21,45,600/- in the previous year. The loss after tax was at Rs. (2,91,193)/-as
compared to Rs. (24,55,44,154)/-reported in the previous year.

DIVIDEND

Your directors are constrained not to recommend any dividend for the year under report.

TRANSFER TO RESERVES

Your directors find it prudent not to transfer any amount to general reserve.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, on the basis of information placed
before them, the Directors state that:

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

> appropriate accounting policies have been selected and applied consistently, and the judgments and
estimates that have been made are reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31^st March, 2024 and of the Loss of the Company for the said period;

> proper and sufficient care has been taken 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;

> the annual accounts have been prepared on a going concern basis;

> the internal financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively; and

> There is a proper system to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.

MAJOR EVENTS DURING THE F.Y. 2023-24

During the year under review, there was no major event in the Company.

CHANGE IN REGISTERED OFFICE

During the year company no change in registered office.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
I. BOARD OF DIRECTORS:

As on March 31, 2024, the Board of Directors of the Company comprises of 6 (Six) Directors, of which 4
(Four) are Non-Executive Independent Directors & 2 (Two) is Executive Directors. The constitution of the
Board of the Company is in accordance with Section 149(6) of the Companies Act, 2013 and Regulation 17
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The details are as
follows:

On the basis of the written representations received from the Directors, none of the above directors are
disqualified under Section 164 (2) of the Companies Act, 2013 and are also not debarred by SEBI or any
other statutory authority forholding office of a Director.

II. KEY MANAGERIAL PERSONNEL

Ms. Riti Ajmera has resigned as a Company Secretary and Compliance Officer of the Company with effect
from 23 rd August, 2024.

Further, as per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of
the Company as on March 31, 2024 were as under:

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as
prescribed in Form No. MGT- 9 of the Companies (Management and Administration) Rules, 2014 is
appended as ANNEXURE I to this Report.

NUMBER OF BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on the company's policies and strategy apart
from other Board matters. The intervening gap between the two consecutive meetings did not exceed 120
days as prescribed under the Companies Act, 2013.

During the year under reference, 4 (Four) Board meetings were dated 26/05/2023, 05/09/2023,
11/11/2023 and 02/02/2024.

HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

The Company does not have any Holding/ Subsidiary/ Associate Company during the period under
review.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their
remuneration.

ANNUAL EVALUATION OF PEFORMANCE OF THE BOARD

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of
its own performance, the directors individually, as well as the evaluation of the working of its
committees. The Company has devised a questionnaire to evaluate the performances of each of Executive
and Independent Directors. Such questions are prepared considering the business of the Company and
the expectations that the Board have from each of the Directors. The evaluation framework for assessing
the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Committee Meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of the Company and its performance;

iv. Providing perspectives and feedback going beyond information provided by the management.

STATUTORY AUDITORS

The Company has appointed M/s. Shailesh Pandey & Co., Chartered Accountant Firm, and Registration
No. 133595W as Statutory Auditor of the Company commencing from the conclusion of 9^th Annual
General Meeting till the conclusion of 14^th Annual General Meeting scheduled to be held in the year 2026.
The Statutory Auditors have confirmed their eligibility pursuant to section 139 of the Companies Act
2013.

AUDITORS' REPORT

There are no qualifications, reservations or adverse remarks or disclaimers made by M/s. Shailesh
Pandey & Co, Chartered Accountants (FRN: 133595W), Statutory Auditors, in their Report on the
accounts of the Company for the year under reference. The observations made by them in their Report
are self-explanatory and do not call for any further clarifications from the Board.

SECRETARIAL AUDITORS

Pursuant to the requirements of Section 204(1) of the Act, and Rule 9 of Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Brajesh
Gupta & Co., Company Secretary in Practice, to conduct the Secretarial Audit for the financial year
2023-24. The Secretarial Audit Report as received from Mr. Brajesh Gupta is appended to this Report as
Annexure II.

The Qualification / observation made by the M/s. Brajesh Gupta & Co., Company Secretary in Practice,

in their Secretarial Audit Report are self-explanatory. The Board assure to the Members of the Company
do file and complete all the formality / pending filing within the time. There are following qualifications,
reservations or adverse remarks or disclaimers made by Secretarial Auditors:

1. The Company has delay filed AOC-4 XBRL & MGT-7 for the Financial Year 2022-23.

The management comments and notes on the Observations of Secretarial Auditors are as follows:

With reference to the delay-filing of forms it was given to the professional for filing but due to technical
issue of MCA website on last timing of Filing, therefore the above stated form were filed only 6 days delay.

CHANGE IN THE NATURE OF BUSINESS

During the year under review there is no change in the nature of Business of the Company.

DIRECTORS

During the year under review, the board has received and accepted resignation of Ms. Riti Ajmera as
Company Secretary & Compliance Officer of the Company w.e.f. 23rd August, 2024. The Board thank her,
for her support and experience to the Company during her tenure as Company Secretary of the Company.

The Board has appointed Ms. Riti Ajmera as Company Secretary & Compliance Officer of the Company
w.e.f. 1st November 2022.

COMMITTEES OF THE BOARD

During the year, in accordance with the Companies Act, 2013, the Board constituted some of its
committees. There are currently three Committees of the Board, as follows:

AUDIT COMMITTEE

The composition of the audit committee and the details of meetings attended by its members are given
below, Meeting held on 26/05/2023 and 11/11/2023.

The Audit Committee consists of the following members:

None of the recommendations made by the Audit Committee were rejected by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration committee and the details of meetings attended by it
members are given below: meeting held on 05/09/2023 and 02/02/2024.

The Nomination and Remuneration Committee consists of the following members:

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee met once during the financial year 2023-2024 as on 02/02/2024.
The Stakeholders Relationship Committee consists of the following members:

Details of all the Committees along with their charters, composition and meetings held during the year,
are provided in the “Report on Corporate Governance”, a part of this Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. Mr.
Arun Phulchand, Ms. Archana Alat, Mr. Navinchandra S Shah and Mr. Satishchandra Dattatray
Amberkarhave submitted a declaration that all of them meet the criteria of Independence.

The Independent Directors of your Company have confirmed and declared that they are not disqualified
to act as an Independent Director in compliance with the provisions of Section 149(7) of the Companies
Act, 2013 as well as under regulation 16(1)(b) of SEBI (LODR) Regulation, 2015 and the Board is also of
the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013
making them eligible to act as Independent Directors.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE
COMPANY

There are no material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the financial statements
relate and the date of the report.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies
Act, 2013.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of Loans given, Investments made and guarantees given and securities provided under the
Section 186 of the Companies Act, 2013 have been provided in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with
related parties were in the ordinary course of business and on an arm's length basis. The particulars of
contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC -
2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act,
2013, is appended as Annexure III.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

Your Company has not carried out any business activities warranting conservation of the energy and
technology absorption in accordance with Section 134 (3) (m) of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014. Since the company is not engage in any manufacturing activity, issues
relating to technology absorption are not quite relevant to its functioning.

During the year under consideration the Company has spent/incurred foreign exchange equivalent to Rs.
Nil. There are no foreign exchange earnings during the year.

RISKS MANAGEMENT POLICY AND AREA OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend
analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried
out to identify, evaluate, manage and monitoring of both business and non-business risk. The Board
periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a
properly defined framework.

Although, market conditions are likely to remain competitive, future success will depend upon offering
improved products through technology innovation and productivity. The Company continues to invest in
these areas.

The Company has the risk management and internal control framework in place commensurate with the
size of the Company. However Company is trying to strengthen the same. The details of the risks faced by
the Company and the mitigation thereof are discussed in detail in the Management Discussion and
Analysis Report that forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions contained in section 135 of the Companies Act, 2013, as well as the Companies (Corporate
Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under
reference.

DETAILS RELATING TO DEPOSITS, WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS
UNDER CHAPTER V OF THE COMPANIES ACT, 2013

During the year under review your Company has not accepted Deposits which are not in compliance with
the requirements under Chapter V of Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators/Courts which would impact the going
concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL SYSTEM

Your Company has an Internal Financial Control System commensurate with the size, scale and
complexity of its operations. The Audit Committee has in place a mechanism to identify, assess, monitor
and mitigate various risks to key business objectives. The Audit Committee has a process for timely check
for compliance with the operating systems, accounting procedures and policies. Major risks identified by
the businesses and functions are systematically addressed through mitigating action on continuing basis.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM/CODE OFCONDUCT

The Company has a Whistle Blower Policy in line with the provisions of the Section 177 of the Companies
Act, 2013. This policy establishes a vigil mechanism for directors and employees to report their genuine
concerns actual or suspected fraud or violation of the Company's code of conduct. The said mechanism

also provides for adequate safeguards against victimization of the persons who use such mechanism and
makes provision for direct access to the chairperson of the Audit Committee. We confirm that during the
financial year 2023-224 no employee of the Company was denied access to the Audit Committee. The
Policy provides that the Company investigates such incidents, when reported, in an impartial manner and
takes appropriate action to ensure that the requisite standards of professional and ethical conduct are
always upheld.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board
and all employees in the course of day-to-day business operations of the company. The Company believes
in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of any form and the
Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to be followed by the
Directors and the designated employees in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with stakeholders. The Code gives
guidance through examples on the expected behavior from an employee in a given situation and the
reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.
All Management Staff were given appropriate training in this regard.

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

Your Company is committed to creating and maintaining an atmosphere in which employees can work
together, without fear of sexual harassment, exploitation and intimidation. Accordingly the Company has
in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints
Committee (ICC) was set up to redress complaints received regarding sexual harassment. All employees
(Permanent, Contractual, temporary, trainees) are covered under this policy.

REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the year under
review, as stipulated under the provisions of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms part of the Annual Report.

POSTAL BALLOT

No Postal ballot was conducted by the company during the year 2023-24.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016

During the year under review, there were no applications made or proceedings pending in the name of
the company under the Insolvency Bankruptcy code, 2016.

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 one time settlement of loans taken from banks and
Financial Institutions.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate
trading in securities by the Directors and designated employees of the Company. The Code requires pre¬
clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by
the Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is closed. The
Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8)
read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures
pertaining to remuneration and other details as required under the Act and the above Rules are provided
in the Annual Report.

The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during the financial year 2023-24, ratio of the remuneration of
each Director to the median remuneration of the employees of the Company for the financial year 2023-24
and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of
the Company, have been appended to this Report as Annexure- IV.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation and sincere thanks to the State Governments,

Government agencies, Banks & Financial Institutions, customers, shareholders, vendors and other related
organizations, who through their continued support and co-operation have helped, as partners in your
Company's progress. Your Directors, also acknowledge the hard work, d edication and commitment of the
employees.

The Directors would also like to thank National Stock Exchange of India Ltd. And our Registrar and Share
Transfer Agent Adroit Corporate Services Private Limited for their co-operation.

For & on behalf of the Board
3^rd Rock Multimedia Limited

Sd/- Sd/-

Sanjay Saha Siddharth Yashawant Waghamare

Director Managing Director

DIN:09477828 DIN: 08721609

Date: 05/09/2024
Place: Mumbai