The Directors have pleasure in presenting the 07th Board's Report of our Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS:

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

The Company has reported total income of Rs.7051.13 lacs (on Standalone Basis) as against previous year of Rs.2400.62 lacs lacs (on Standalone basis) which is 293% increase in total income and incurred total expenditure of Rs.3508.48 lacs (on Standalone basis) as against previous year of Rs.2284.40 lacs which is 153.5% increase in expenditure. The Net Profit/ for the year under review amounted to Rs.2644.06 lacs as compared to Rs.79.38 lacs in the previous year which is 3330.8% increase in Net Profit. The company could increase its revenue substantially due to increase in number of contracts and working of the company which was a result of starting of operations at Branch office at Pune and Vancouver (through its subsidiaries) coupled with its higher value. The optimum utilization of resources especially the employee cost helped in higher growth in profit margins as reflected in the net profit recorded by the company for the year under review. The measures undertaken by the government of India under The National Policy for growth of AVGC-XR Sector in India boosted the confidence and optimism of the VFX industry and expected to act as a catalyst for higher growth and profitability going forward. .

On Consolidated basis, total Income of your Company for the Year ended 31.03.2023 was Rs.7895.74 lacs as against previous year of Rs.2525.78 Lacs which is 312.6% increase in total income and Profit / Loss after Tax for the period was Rs. 2774.02 lacs as compared to Rs.90.10 lacs in the previous year which is 3078.8% increase in Profit / Loss after Tax. The Company expects substantial increase in both revenue and profit from its overseas business thought its subsidiaries located at Vancouver and London.

During the year under review, as part of its business strategy, the Company has relocated its registered office to a more equipped and more spacious office space located at Tower A, KRC Commerzone Mount Poonamallee Road Porur, Chennai from 8^th Floor, West Wing No.136, Shyamala Towers, Arcot Road, Saligramam, Chennai. This measure is with an objective to increase the employee strength besides improving the work atmosphere, logistical convenience and facilities for the employees as part of the employee welfare and retention measures. The new office has the capacity to accommodate 350 employees as against 160 in the old office.

As part of business expansion, the Company has opened a branch office at S.NO 83, 16^th Floor Smartworks North Main Road Near Hard Rock Cafe Pune, Maharashtra-401036 in October 2022 which as on date has accommodated 130 employees. This will help in tapping more opportunities from the Bollywood and open new avenues for increasing the growth and profitability. With the thriving film industry of Maharashtra, this strategic move aligns seamlessly with our mission to provide cutting-edge VFX solutions. The city's creative ecosystem which is capable enough to offer tremendous opportunities for collaboration and growth will turn out to be an advantage. This branch office has the capacity to accommodate 170 employees.

BUSINESS OUTLOOK; FISCAL 22-23

The accelerated growth witnessed by the VFX Industry coupled with the policy initiatives of the government of India augurs well for the Company and its business. The proposed Initial Public Offer (IPO) of the Company would help the company to raise adequate funds to fund its growth initiatives.

With the formalization of the industry along with increase is in the overall demand in the entertainment industry with the enhanced growth of various digital and OTT platforms, we are well-poised to capitalize on emerging opportunities in the coming years

With a brave heart, our world fought a pandemic and is steadily emerging out of its clutches. It did take a lot of planning and preparedness to manage the adverse impact of COVID. The most resilient among companies emerged successfully and also have developed newer strengths.

For Basilic Fly Studio, we swiftly adapted to remote ways of working. Being nimble-footed as well as flexible helped meet expectations of our customers and employees. Customers appreciated the efforts we put in to meet their expectations of quality and timeliness. Employees' need for creative engagements we could meet this requirement with a steady stream of challenging VFX shows.

In past three consecutive financial years your company has seen tremendous growth of business, Basilic Fly Studio explored new opportunities in the Global markets. Your Company incorporated a subsidiary, Basilic Fly Studio Canada Limited and Basilic Fly Studio UK Private Limited in the last three fiscals.

The aim behind this move was to stay closer to the clients and customers. Opening the subsidiaries had several strategic significances. On the financial performance front, revenues of past three fiscals have seen an upward trend. The clubbing up of the revenue contribution of the subsidiaries was also accompanied with increase in total employees of the company to 341 as on 31st March 2023 from 187 as on 31.03.2021 clubbed with the improvement in the global entertainment industry helped in materializing many held up projects. The management attributes the growth of revenue to the global presence, increased head count and the opening up of the industry globally.

Another important aspect for the financial strengthening of your company financials is improved payout for the assignments as industry wide with the settling of covid impact the per man-day payouts too have decently increased.

The impact of growth was not very substantially evident from the financial disclosures filed by your company for the year 2021 and 2022 becauseyour company hadn’t done any kind of downsizing in the team size, all employee costs were continued and the expenses including rental expenses were continued despite of the decreased avenues of revenue generation but post Covid impact of improved per manday cost played a vital role in margin increase for the company and your company saw appreciation on account of foreign currency receipts.

It is evident to note that the industry in which your company operates has seen industry wide boom due to the tremendous increase in the number of young people interested in using 4G, 5G, and portabledigital gadgets. This has led to an increase in demand for high-quality visual effects content in movies, TV shows, and video games.

As the company makes firmer inroads into upstream VFX, the growth numbers are likely to continue in the coming years. The company has also chalked out other expansion plans viz., with offices in established VFX-mature geographies - especially, the European market.

AWARDS & RECOGNITIONS

Basilic Fly Studio has been awarded Company of the year (Creative Media Solution 2022) at India Icons Awards, most prominent Company 2023, (Animation Category) at Nation Wide Awards and awarded for Excellence in VFX and Post Production at the Times Business Awards 2023, It is a testimony for our continuous and effective efforts put in for business growth and client satisfaction.

CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY

The Board of Director at their meeting held on 27.12.2022 recommended conversion of the Company from Private Limited Company into a Public Limited Company which was approved by the Shareholders at their Extra-ordinary General Meeting held on 29.12.2022. The Company has obtained Fresh Certificate of Incorporation issued by the Registrar of Companies, Chennai, Tamil Nadu on 19.05.2023 consequent to the conversion. Accordingly, the Corporate Identification Number of the Company is changed to U92100TN2016PLC103861.

ANNUAL RETURN:

Pursuant to Section 134(3)(a), the Annual Return of the Company prepared as per Section 92(3) of the Act for the financial year ended March 31, 2023, is hosted on the website of the Company and can be accessed at http://www.basilicflystudio.com.

DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013:

Your Directors have not recommended Dividend for the year financial year ended 31st March, 2023.

During the year under review the company had capitalize a sum of Rs. 16,00,00,000/- out of Rs. 16,65,89,000 standing to the credit of Free reserves as on 30/09/2022 and the same was applied for allotment in full at par 1,60,00,00 (One Crore Sixty Lakhs only) Equity Shares of Rs. 10/- each in the capital of Company, to the equity share holders of the company in the Company, in the ratio of 16:1, i.e Sixteen (16) Equity share of Rs. 10/- for every One (01) existing equity share fully paid up of the Company, consequently had transferred a sum of Rs.16,00,00,000/- to General Reserve Account after due issue of bonus shares.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend unclaimed and lying with the Company.

MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on the Company/business policy and strategy apart from other Board business. In case of special and urgent business, if the need arises, the Board’s or Committee’s approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, as permitted by law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

During the Financial Year 2022-23, Ten (10) Board meetings were convened and held which is summarized below. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended March 31, 2023:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed and there are no material departures;

b) The directors had 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 at the end of the financial year and of the profit and / or loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis;

e) The directors had laid down internal financial control to be followed by the Company and that such internal financial control was adequate and operating effectively.

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

STATUTORY AUDITORS AND REPORT THEREON:

M/s. T.Jayachandran & Co, Chartered Accountants, (Firm Registration No: 007267S), having office at 7, North Usman Road, T.Nagar, Chennai, 600017, Tamilnadu, India, who were appointed as the statutory Auditor of the company, for a period of 5 years i.e from 01.04.2018 to 31.03.2023, had expressed their unwillingness to continue as the Statutory Auditors of the Company and have tendered their resignation letter dated 04.09.2023 after completion of the audit for the Financial Year 2021-22.

The Board of Directors at their meeting held on 05.09.2022 appointed M/s KEK & Associates LLP, Chartered Accountants, (Firm Registration No: 000082) as the Statutory Auditors of the

Company to fill the casual vacancy caused due to the resignation of M/s.T.Jayachandran & Co., Chartered Accountants. Further M/s K E K and Associates LLP, (Firm Reg. No. S000082), Chartered Accountants, through its letter dated 09.09.2022 express its Inability to Continue as Statutory Auditor of the Company after completion of Audit of Half Yearly Financial Statements as the management had brought to their knowledge that the company requires the annual financial statements to be audited by a peer reviewed firm and M/s K E K and Associates LLP are not a peer reviewed firm thus they expressed unwillingness to continue as the Statutory Auditors of your company tendered their resignation with effect from 30.09.2022.

Consequent to the same, based on the recommendation of the Board of Directors, Members of the Company at the 6th Annual General Meeting held on 30th day of September, 2022, appointed M/s. L.U.KRISHNAN & Co, Chartered Accountants, bearing Firm Registration No.001527S, having office at Sam’s Nathaneal Tower, 3-1, West Club Road, Shenoy Nagar, Chennai-600030, Tamil Nadu, India, who had expressed their willingness to be appointed as Statutory Auditors of the Company and also confirmed their eligibility for appointment as Auditor, pursuant to Section 141(3) (g) of the Companies Act, 2013, as a Statutory Auditors of the company for a term of five years to hold office for a period of 5 years from the conclusion of 06th Annual General meeting (for the financial year 31.03.2022) to till the conclusion of 11th Annual General Meeting (for the financial year 31.03.2027) of the Company.

The Statutory Auditors’ Report for FY 2022-23 on the financial statement of the Company forms part of this Annual Report. Statutory Auditors have expressed their unmodified opinion on the Standalone and Consolidated Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks, or disclaimers.

Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

SECRETARIAL AUDITORS AND AUDITORS’ REPORT:

According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is not required to appoint Company Secretary in Practice, to carry out the Secretarial Audit of the Company.

INTERNAL AUDITOR:

In terms of the provision of section 138 of the companies Act, 2013 with rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of the Company at their Meeting held on 27.12.2022 appointed M/s KEK & Associates LLP, Chartered Accountants, (Firm Registration No: 000082) as Internal Auditor of the Company for the FY 2022-23.

COMPLIANCE OF SECRETARIAL STANDARDS:

In accordance with the provisions of Section 118(10) of the Companies Act, 2013, every Company shall observe secretarial standards with respect to General and Board meetings specified by the Institute of Company Secretaries of India constituted under section 3 of the Company Secretaries Act, 1980 (56 of 1980), and approved as such by the Central Government.

During the year under review, the Company has complied with the applicable Secretarial Standards.

COST AUDIT / COMPLIANCE:

The Central Government has not prescribed the maintenance of cost records under Section 148(1) of the Act, in respect of the activities carried on by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

There were no loans, guarantees made by the Company under Section 186 of the Companies Act, 2013 during the year under review. The particulars of investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, for the financial year 2022-23 are given in Note 10 of the Notes to the financial statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts, arrangements and transactions entered by the Company with related parties during FY 202223 (including any material modification thereof), were in the ordinary course of business and on an arm’s length basis and were carried out with prior approval of the Board. Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 is appended to the Board Report as Annexure- II

CORPORATE SOCIAL RESPONSIBILITY

The Company was exempted from the provisions of section 135 of the Companies Act, 2013, till March 31, 2023, in respect of Corporate Social Responsibility. The Company has recorded a Net Profit of Rs. 2774.02 lacs during the financial year 2022-23 and consequently comes under an obligation to comply with the provisions under Section 135 of the Companies Act, 2013 including spending towards CSR activities, for the financial year 2023-24. Based on the profit of FY2023, the provision of the CSR become applicable to the Company w.e.f. April 1, 2023.

In view of this, the Board of Directors at their meeting held on 31/03//2023 constituted a CSR Committee which consists of Mr. Jitendra Pal (DIN:08567622), Independent Director (Chairman),

2. Mr. Balakrishnan (DIN:06590484), Managing Director (Member), Mrs. Sundaram Yogalakshmi (DIN:07323404) ,Whole-Time Director (Member) and Mr. D Prabhakaran (DIN:09831080) ,Whole-Time Director (Member)

The CSR Committee has formulated CSR Policy in accordance with Schedule VII of the Act and Companies (Corporate Social Responsibility) Rules, 2014, which was approved by the Board of Directors at their meeting held on 31/03/2023

As the obligation to spent towards CSR under Section 135 of the Companies Act, 2013 was not applicable to the Company during the financial year 2022-23, separate disclosure in terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, Rule 9 of the Companies (Accounts) Rules, 2014 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been provided in the annual report on Corporate Social Responsibility activities of the Company.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There have been no material changes or commitments that have affected the financial position of the Company between the close of FY 2022-23 and the date of this report except following.

The shareholders of the company at their Extra Ordinary General Meeting held on 14.06.2023 approved the IPO and consequently made necessary amendment in compliance with listing requirements.

Subsequently the Draft Red Herring Prospectus was adopted by the Board at their Meeting held on 17.07.2023. The company is in the process of listing of its securities as a SME IPO on the Emerge Platform of NSE by way of public offer of 68,40,000 equity shares of face value of ? 10 each (“equity shares”) for cash at a price of ? 97 per equity (the “offer price”) aggregating to ? 6634.8 lakh* (“the offer”) comprising of a fresh offer of up to 62,40,000 equity shares aggregating to ? 6052.80 lakh* (the “fresh offer”) and an offer for sale of 6,00,000 equity shares by the selling shareholders (“offer for sale”) aggregating to ? 582.00lakh* of which 10,26,000 equity shares aggregating to ?995.22 lakh* will be reserved for subscription by market maker to the offer (the “market maker reservation portion”). The offer less the market maker reservation portion i.e. net offer of 58,14,000 equity shares aggregating to ? 5639.58 lakh* (the “net offer”). the offer and the net offer will constitute 29.43% and 25.02 % respectively of the post offer paid up equity share capital of our company *subject to finalization of basis of allotment.

Consequent to the resignation of the Mr. Vijay Pichaimuthu (having PAN: ABOPV9998B) from the office of Chief Financial Officer (CFO)/KMP, the Board on the recommendation of the Audit committee in its meeting held on 23.05.2023 appointed Mr.M. Ramesh (PAN:AHWPR6977N) as Chief Financial Officer of the company with effect from 23.05.2023.

In the FY 2023-24, the Company has planned to inaugurate new branches at Hyderabad (Andhra Pradesh) & Salem (Tamil Nadu) for better future business & growth prospects.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE 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 are as under:-

TECHNOLOGY ABSORPTION

(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.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.

INFORMATION ABOUT HOLDING / SUBSIDIARY/ JV/ ASSOCIATE COMPANY:

As defined under the Act, the company as on 31st March 2023, has two Subsidiary i.e, Basilic Fly Studio Canada Ltd bearing Registration No.1313688, incorporated on (02/07/2021),& Basilic Fly Studio UK Private Limited bearing Registration No.14029594 incorporated on (06/04/2022).There has been no material change in the nature of the business of the subsidiary. The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its subsidiary pursuant to provision of Section 129(3) of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules 2014, in form AOC-1 is attached along with the financial statement of the company as Annexure-I.

The Company does not have any Holding, Joint venture or Associate Company

Basilic Fly Studio Canada Ltd is engaged in the business of VFX Activity in the same line as its Parent Entity. For the year ended 31st March, 2023, the Company has earned a total income of Rs. 155,172,359.00 /- and has made Profit/ (Loss) after Tax of the Rs. 16,657,178.00 /-. The financial and other details of the said Subsidiary for the Year ended 31-03-2023 are as under:

Further Basilic Fly Studio UK Private Ltd is engaged in the business of VFX Activity in the same line as its Parent Entity. For the year ended 31st March, 2023, the Company has earned a total income of Rs.0/- and has made Profit/ (Loss) after Tax of the Rs.0/-. The financial and other details of the said Subsidiary for the Year ended 31-03-2023 are as under:

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company as on the end of Financial Year, but as the company had a vision to go ahead for the SME IPO on the Emerge Platform of NSE thus the Company had in its Board Meeting held on 31^st March 2023 formulated the Nomination and Remuneration Committee of the Board and the Company has also devised the policy relating to appointment of Directors, payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section. 178(3) of the Companies Act, 2013.

RECEIPT OF REMUNERATION OR COMMISSION BY THE MANAGING / WHOLE TIME DIRECTOR FROM ITS HOLDING OR SUBSIDIARY COMPANY.

The managing director and whole-time directors does not receive any remuneration or commission from the Subsidiary Companies.

APPOINTMENT AND RESIGNATION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:A. COMPOSITION OF THE BOARD OF DIRECTORS:

The Board of the Company is comprised of experienced persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time to the meetings and preparation.

During the year under review, the composition of the Board has been expanded from 2 Directors to 7 Directors by the induction of 1 Executive Director, 1 Non-Executive Director and 3 Independent Directors. As on the date of the report, the Board comprises, 3 Independent, 1 NonExecutive and 3 Executive Directors,

The Board of Directors of the Company consists of Mr. Balakrishnan (DIN:06590484), Managing Director, Mrs. Sundaram Yogalakshmi (DIN:07323404), and Mr. Duraiswami Prabhakar (DIN: 09831080), Whole-time Directors, Mrs. Rajarathinam Thiripurasundari (DIN:07323583), NonExecutive Director , Mr. Vengarai Seshadri Sowrirajan (DIN:00434044), Mr. Subramaniam Krishnan (DIN:00583985),and Mr. Jitendra Pal (DIN: 08567622), are Independent Directors. The composition of the Board of Directors is in compliance with Section 149 of the Companies Act, 2013. During the year under review the company has appointed following new Directors & KMP as tabled below:

KEY MANAGERIAL PERSONNEL

As on the date of this report, the following are Key Managerial Personnel (“KMPs”) of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Balakrishnan (DIN:06590484), Managing Director,

2. Mrs. Sundaram Yogalakshmi (DIN:07323404), Whole-time Directors

3. Mr. Duraiswami Prabhakar (DIN: 09831080), Whole-time Directors

4. Nikhil Midha, Company Secretary

5. Vijay Pichaimuthu, Chief Financial Officer*

* Resigned from the office of Chief Financial Officer with effect 23.05.2023.

CHANGES IN DIRECTOR AND KEY MANAGERIAL PERSONNEL:

As recommended by the Board of Director the shareholders of the Company at their Extra-ordinary General meeting held on December 29, 2022 varied the term of appointment of Mr. Balakrishnan (DIN:06590484), Managing Director and Mrs. Sundaram Yogalakshmi (DIN:07323404), Wholetime Director with effect from January 01, 2023 for remainder of their respective terms.

There was no appointment of Additional, alternate and Director and KMP to fill casual vacancy during the year and no Directors have resigned during the year under review.

DECLARATION OF INDEPENDENT DIRECTORS A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

Mr. Vengarai Seshadri Sowrirajan (DIN: 00434044), Mr. Subramaniam Krishnan (DIN: 00583985) and Mr. Jitendra Pal (DIN: 08567622) are Independent Directors on the Board.

All the Independent Directors of the Company have submitted declarations pursuant to Section 149(7) of the Act, that each of them meets the criteria of independence as provided in Section

149(6) of the Act and they continue to comply with the Code of Conduct laid down under Schedule IV of the Act.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors.

COMMITTEE OF THE BOARD

The Company is contemplating an initial public offer (IPO) of its equity shares with listing in the Emerge Platform of the National Stock Exchange of India Limited (NSE EMERGE) as part of funding its next phase of growth. The IPO and consequent listing of shares will result in increase in the paid-up capital of the company besides applicability of additional compliance requirements both under the Companies Act, 2013 and SEBI Listing Regulations. The constitution of certain statutory committees of the Board is one of the prominent compliance requirements in this regard. Accordingly, the Board of directors of the Company has constituted the following committees of the Board at its meeting held on 31^st March 2023.

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The composition and terms of reference of each of the above committee is provided below:-AUDIT COMMITTEE

A qualified and independent Audit Committee has been set up by the Board in compliance with the requirements of Section 177 of the Act. As on March 31, 2023

As on March 31, 2023, the Committee comprises of three (3) Independent Directors and one(1) executive Director is as follows:-

1. Mr. Subramaniam Krishnan (DIN: 00583985 ), Independent Director (Chairman)

2. Mr. Vengarai Seshadri Sowrirajan (DIN:00434044), Independent Director (Member)

3. Mr. Jitendra Pal (DIN:08567622), Independent Director (Member)

4. Mr. Balakrishnan (DIN:06590484), Managing Director (Member)

Company Secretary acts as the Secretary of the committee.

The primary objective of the Committee is to monitor and provide effective supervision of the Management’s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity, and quality of financial reporting. The powers, role and terms of reference of the Committee are in consonance with the requirements mandated under Section 177 of the Companies Act, 2013 and applicable Regulations.

No meeting of the Audit Committee was held during the year under review as committee was formed in the meeting of Board of Directors of the Company held in the last quarter of the financial year.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomination and Remuneration Committee (“NRC”) of the Board is entrusted with the responsibility for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, environment, operations, financial condition, and compliance requirements.

Pursuant to the provisions of Section 178 of the Act has formulated, and the Board has adopted a Policy on the appointment and removal of Directors including the Board Diversity Policy (“NRC Policy”). NRC has also formulated the criteria for determining qualifications, positive attributes, and independence of Directors, which has been embedded in NRC Policy.

As on March 31, 2023, the Committee comprises of three (3) Independent Directors and one(1) executive Director is as follows:-

1. Mr. Subramaniam Krishnan (DIN: 00583985 ), Independent Director (Chairman)

2. Mr. Vengarai Seshadri Sowrirajan (DIN:00434044), Independent Director (Member)

3. Mr. Jitendra Pal (DIN:08567622), Independent Director (Member)

4. Mr. Balakrishnan (DIN:06590484), Managing Director (Member)

Company Secretary acts as the Secretary of the committee

The Nomination and Remuneration Committee of the Board of Directors recommends the nomination of Directors, carries out evaluation of performance of individual Directors, recommends remuneration policy for Directors, Key Managerial Personnel and other employees and also deals with the governance related matters of the Company.

It oversees the implementation of the nomination, remuneration and governance policies of the Company, reviews the effectiveness of such policies from time to time and recommends revisions as and when deemed necessary or expedient.

No meeting of the Nomination and Remuneration Committee was held during the year under review as committee was formed in the meeting of Board of Directors of the Company held in the last quarter of the financial year.

STAKEHOLDERS’ RELATIONSHIP COMMITTEE (SRC)

The Stakeholders‘ Relationship Committee has been formed by the Board of Directors, at the meeting held on March 31, 2023. As on 31.03.2023 the Stakeholders‘ Relationship Committee comprises of three (2) Independent Directors and one(1) executive Director is as follows:-

1. Mr. Subramaniam Krishnan (DIN: 00583985), Independent Director (Chairman)

3. Mr. Jitendra Pal (DIN:08567622), Independent Director (Member)

4. Mr. Balakrishnan (DIN:06590484), Managing Director (Member)

Company Secretary acts as the Secretary of the committee

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 applicable Regulation.

No meeting of the Stakeholders Relationship Committee was held during the year under review as committee was formed in the meeting of Board of Directors of the Company held in the last quarter of the financial year.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company is a strong believer of giving back to the community and acknowledging the role played by communities in the growth of our business. The Company stand ‘For Better Living’ which embeds actions towards For Better Communities, For Better Nutrition, For Better Sourcing, and For Better Planet.

The composition of the CSR Committee is as follows:-

1. Mr. Jitendra Pal (DIN:08567622), Independent Director (Chairman)

2. Mr. Balakrishnan (DIN:06590484), Managing Director (Member)

3. Mrs. Sundaram Yogalakshmi (DIN:07323404) ,Whole-Time Director (Member)

4. Mr. D Prabhakaran (DIN:09831080) ,Whole-Time Director (Member)

Company Secretary acts as the Secretary of the committee

No meeting of the Corporate Social Responsibility Committee was held during the year under review as committee was formed in the meeting of Board of Directors of the Company held in the last quarter of the financial year.

RISK MANAGEMENT COMMITTEE (RMC)

The Board of Directors of the Company at its meeting held on 31.03.2023 has formed a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for identifying elements of risk reviewing the risk management plan and ensuring its effectiveness. The Committee shall responsible to considers the risks that impact the mid-term to the long-term objectives of the business, including those reputational in nature.

The composition of the Risk Management Committee is as follows:-

2. Mr. Vengarai Seshadri Sowrirajan (DIN:00434044), Independent Director (Chairman)

2. Mr. Balakrishnan (DIN:06590484), Managing Director (Member)

3. Mrs. Sundaram Yogalakshmi (DIN:07323404) ,Whole-Time Director (Member)

No meeting of the Risk Management Committee was held during the year under review as committee was formed in the meeting of Board of Directors of the Company held in the last quarter of the financial year.

CODE OF CONDUCT

In compliance with Companies Act,2013 the Board of Directors of the Company has laid down a Code of Conduct (Code) for the Directors and Senior management employees. The Code is also posted on the Website of the Company at https://www.basilicflvstudio.com/

PARTICULARS OF EMPLOYEES:

The statement containing details of employees as required under Section 197(12) read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules’), as amended, drawing remuneration exceeding the limit as specified in Rule 5(2) and the statement as required under Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure III attached to this report.

According to Section 197(14) of the Act, the no remuneration has received by any of the Executive Directors from the Company’s subsidiary companies during FY 2022-23.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 [14 OF 2013]:

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As a part of the policy for Prevention of Sexual Harassment in the organization, the Company has in place an Internal Complaints Committee (ICC) for prevention and redressal of complaints of sexual harassment of women at work place in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and relevant rules there under. No complaints were received by the Committee during the period under review.

DEPOSITS:

During the year under review ,the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The Company has received unsecured loans from Directors in the earlier years, and the outstanding balance stands as on March 31,2023 is Rs.10,50,000/-. The details of the same have been disclosed in Note No.3 (Long term Borrowings) of the Financial Statement. The relative of director from whom money is received have furnished to the company at the time of giving the money, a declaration in writing to the effect that the amount is not being given out of funds acquired by him by borrowing or accepting loans or deposits from others.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there has been no change in the nature of the business of the Company and the company continues to engage in the same line of business activities.

VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD REPORT.

No revision of financial statement or board’s report made which need to be disclosed in the board’s report pursuant to third proviso to Sub-section (1) of Section 131 of the Companies Act,2013.

SHARES:a. AUTHORIZED & PAID-UP SHARE CAPITAL:

During the year under review, the Company has increased its authorized share capital from ^1,00,00,000 divided into 10,00,000 Equity Shares of ?10/- each to ^25,00,00,000 divided into

2.50.00. 000 Equity Shares of ?10/- each vide Shareholders’ Resolution passed at the Extra Ordinary General Meeting held on December 29, 2022.

The shareholders of the company at the EGM held on December 29, 2022, approved to capitalize a sum of Rs. 16,00,00,000/- out of Rs. 16,65,89,000/-standing to the credit of Free reserves as on 30/09/2022 and to apply this sum for paying in full at par 1,60,00,00 (One Crore Sixty Lakhs only) Equity Shares of Rs. 10/- each in the capital of Company as fully paid bonus shares to the holders of equity shares, in the ratio of 16:1, i.e Sixteen (16) Equity share of Rs. 10/- for every One (01) existing equity share fully paid up of the Company.

Pursuant to the approval of the Shareholders at their Extra Ordinary General Meeting dated December 29, 2022, the Company at the Board Meeting held on 04.03.2023 had issued and allotted

1.60.00. 000 Equity Shares of ?10/- each as fully paid up Bonus equity shares. As a result of such allotment, the issued, subscribed and paid-up share capital increased from Rs.1,00,00,000 divided into 10,00,000 Equity Shares of Rs.10/- each to Rs.17,00,00,000 divided into 1,70,00,000 Equity Shares of Rs.10/- each. The equity shares so allotted rankpari-passu with the existing equity shares of the Company.

Except as mentioned above, the Company had not issued any other shares or instruments convertible into equity shares of the Company or with differential voting rights nor has granted any sweat equity.

b. BUY BACK OF SECURITIES:

The Company has not bought back any of its securities during the year under review.

c. SWEAT EQUITY:

The Company has not issued any Sweat Equity Shares during the year under review.

d. BONUS SHARES:

During the year under review Board of Directors recommends at its meeting held on December 27, 2022 to issue 1,60,00,000 equity shares of Rs.10/- each to its existing shareholders in the ratio of Sixteen (16) Equity Share for every One (01) fully paid-up Equity Share of the Company by way of capitalization of its reserves & same was approved by the Shareholders on Extraordinary General Meeting dated December 29,2022. Further the Board allot these shares at its meeting held on March 04, 2023.

d. EMPLOYEES STOCK OPTION PLAN:

The Company has not provided any Stock Option Scheme to the employees. DEMATERIALISATION OF SHARES

The Company has entered into an agreement with Depositories viz., by Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for admission of its shares into the depository system. The Company has been allotted ISIN Number is INE0OCC01013.

The Company has also appointed Purva Share Registry (India) Private Limited as its Registrar and Share Transfer Agent (RTA) and as common agency for share registry work. The contact details of the RTA is provide below:

REGISTRARS AND SHARE TRANSFER AGENTS

Purva Share Registry (India) Private Limited CIN: U67120MH1993PTC074079 Address:- 9, Shiv Shakti Industrial Estate,

J.R.Boricha Marg Lower Parel (East), Mumbai, 400011, Maharashtra, India,

Telephone No.022-23018261, Email Id: support@purvashare.com

All maters connected with Share Transfer, Transmission, Change of address, duplicate share certificates and other related matters are handled by the RTA. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them and participate in various corporate actions. Members can contact the Company or M/s.Purva Sharegistry (India) Private Limited for assistance in this regard

COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDENCE

Mr. Nikhil Midha

Company Secretary & Compliance Officer

Registered Office: TOWER A, KRC COMMERZONE MOUNT POONAMALLEE ROAD PORUR CHENNAI TN 600116 IN Phone No. 91 - 94164 22201

SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS:

During the year under review, there were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application or proceeding made by or against the company is pending before any Adjudicating Authority under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

Not Applicable

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, in the year under review.

ACKNOWLEDGEMENT:

The Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors and consultants/advisors of the Company for their sincere and dedicated services as well as their collective contribution to the Company’s performance.

The Directors thank the Government of India, Governments of various States in India, Governments of various Countries, and concerned Government departments/Regulatory

Authorities for their co-operation. The Directors appreciate and value the contribution made by every member, employee, and their family of the Company.