Directors Report of Identical Brains Studios Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the Company’s 06^th Annual Report and the Company’s audited financial statements (consolidated and standalone) for the financial year ended 31st March, 2025.

1. OPERATING RESULTS

The operating results of the Company for the year ended 31st March, 2025 are as follow:

Amount in Lakhs.
Particulars	Year ended 31st March 2025	Year ended 31st March 2024
Revenue from Operations	2547.82	2,008.80
Profit before tax from continuing operations	541.87	737.35
Tax Expenses (Including Deferred Tax)	146.79	202.7
Profit after Tax	395.08	534.65
Total Income for the year	395.08	534.65

2. TRANSFER TO RESERVES

There are no transfers to any specific reserves during the year.

3. THE STATE OF THE COMPANY’S AFFAIR

During the year under review, your Company achieved total revenue from operations of Rs. 2547.82 lakhs (previous year Rs. 2,008.80 lakhs).

The profit after tax is at Rs. 395.08 lakhs (Previous year Rs. 534.65 lakhs).

4. SHARE CAPITAL

Authorised Share Capital: The Authorised Share Capital of the Company is Rs. 15,00,00,000 divided in to 1,50,00,000 Equity Shares of Rs. 10/- each.

Issued Subscribed and Paid-up Share Capital: The Issued Subscribed and Paid-up Share Capital of the Company is Rs. 14,02,59,580 divided in to 1,40,25,958 Equity Shares of Rs. 10/- each.

During the year the following changes have taken place in the Issued Subscribed and Paid-up Share Capital of the Company:

> The Company approved the Issue of bonus shares of 34,43,986 Equity Shares of Rs. 10/-each in the ratio of 1:2 (i.e. 1 new Equity Share for every 2 Equity Shares held) through the resolutions passed by the Board of Directors and Shareholders at their meeting held on June 19, 2024 and June 21, 2024, respectively.

> The Company successfully launched its Initial Public Offering (IPO) and received the requisite approvals from the National Stock Exchange of India Limited (NSE) and other concerned regulatory authorities for the listing of its securities on the NSE Emerge Platform.

Pursuant to the IPO, the Company issued 36,94,000 (Thirty-Six Lakh Ninety-Four Thousand) equity shares of face value ?10/- each.

The equity shares of the Company were listed and admitted to dealings on the NSE Emerge Platform with effect from December 26, 2024.

5. DIVIDEND

Your directors do not recommend any divided for the financial year ended 31s March 2025.

6. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement and consolidated Financial Statement is part of the Annual Report.

7. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND.

There was no transfer during the year to the Investor Education and Protection Fund in terms of Section 125 of the Companies Act, 2013.

9. CONSERVATION OF ENERGY-TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE ETC.

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 furnished as Annexure A to Director’s Report.

10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed also discussed at the meetings of the Risk Management Committee and the Board of Directors of the Company. The Company has constituted Risk Management Committee and its risk management policy is available on the website of the Company.

11. INTERNAL CONTROL SYSTEM

The Company’s internal controls system has been established on values of integrity and operational excellence and it supports the vision of the Company “To be the most sustainable and competitive Company in our industry”. The Company’s internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and their significant audit observations and follow up actions thereon are reported to the Audit Committee.

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

The particulars of investments made and loans given to subsidiaries has been disclosed in the financial statements in notes 14 and 18 of the standalone financial statements.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the related party transactions are entered on arm’s length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. The transactions are being reported in Form AOC-2 i.e. Annexure B in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Party are provided in the Company’s financial statements (note 32) in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

14. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment.

During the financial year under review:

a) Number of complaints filed during the financial year: NIL

b) Number of complaints disposed of during the financial year: NIL

c) Number of complaints pending as on end of the financial year: NIL

15. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of Companies Act, 2013 following is the link for Annual Return FY 2024-25 https://identicalbrains.com/annual-returns.php

16. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

During the financial year, the Board met Nine times on 19/06/2024, 01/07/2024, 10/08/2024, 13/08/2024, 28/08/2025, 13/11/2024, 20/01/2025, 28/01/2025 & 18/03/2025.

17. DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013 The Board of Directors of the Company hereby confirm:

• That in the preparation of the annual accounts, the applicable accounting standards have been followed and there has been no material departure.

• That the selected accounting policies were applied consistently and the Directors 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 on 31st March, 2025, and that of the profit of the Company for the year ended on that date.

• That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• That the annual accounts have been prepared on a going concern basis.

• The Board has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

18. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

19. ARTICULARS OF EMPLOYEES AND REMUNERATION

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure C to this report. In terms of provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the said Rules, if any, forms part of the Report. The Nomination and Remuneration Committee of the Company has affirmed at its meeting held on 18th March, 2025 that the remuneration is as per the remuneration policy of the Company. The policy is available on the Company’s website. https://identicalbrains.com/corporate-policies.php.

20. DIRECTORS

Mr. Sameer Rai is liable to retire by rotation in this ensuing Annual General Meeting and being eligible he has offered himself for reappointment. Your directors recommend his re-appointment. Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

21. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

22. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

23. STATUTORY AUDITORS

The Members of the Company in the Annual General Meeting held on 16^th August 2024 appointed M/S. S C Mehra & Associates LLP, Chartered Accountants (FRN: 106156W) as Statutory Auditors of your Company for a period of 5 years from the conclusion of the Annual General Meeting till the conclusion of Sixth consecutive Annual General Meeting thereafter (i.e. the Financial Year 2024-25 to Financial Year 2028-29).

24. INTERNAL AUDITORS

M/s Yogesh Bhuva & Co., Chartered Accountants, were appointed as internal auditors by the Board on 28^th January 2025 for the financial year 2024-25 and who have issued their reports on quarterly basis.

25. SECRETARIAL AUDITORS

The Company has appointed M/s. Jaymin Modi & Co., Company Secretaries, as Secretarial Auditors of the Company to carry out the Secretarial Audit for the Financial Year 2024-2025 and to issue Secretarial Audit Report as per the prescribed format under rules in terms of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report for the FY 2024-2025 is annexed herewith and forms part of this report as Annexure D. Secretarial Audit is not applicable to the Subsidiary, not being a material subsidiary.

26. COST RECORDS AND COST AUDIT

The provision of the Companies (Cost Records and Audit) Rules, 2014 is not applicable to the Company. Maintenance of cost records as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 was not applicable for the business activities carried out by the Company for the FY 2024-25. Accordingly, such accounts and records are not made and maintained by the Company for the said period.

27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor and Internal Auditor in their reports.

The Observation/remarks of Secretarial Auditor and comment of Board of Director are as under:
Secretarial Auditor Observation/remark	Board Reply
Some of the Intimations under the provisions of the Companies Act, 2013 have been filed after the lapse of statutory time period. However, necessary additional fees have been remitted for such delay	Wherever there is filing of ROC e-forms the company has paid the requisite additional fees.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management’s Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Annual Report as Annexure E.

29. HOLDING, SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Holding, Subsidiary, Joint Ventures And Associate Companies.

30. VIGIL MECHANISM

The Company has established a vigil mechanism policy to oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimisation of employees and Directors who express their concerns.

The Vigil Mechanism Policy is available at the website of the Company: https://identicalbrains.com/corporate-policies.php.

31. REPORTING OF FRAUD BY AUDITORS

During the year under review, the Internal Auditors, Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Act, details of which needs to be mentioned in this Report.

32. ANNUAL EVALUATION BY THE BOARD

In compliance with the Companies Act, 2013, and Regulation 17 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

33. MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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

There are no material changes and commitments affecting the financial position of the Company occurred during the financial year.

34. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.

During the year there has been no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company’s operations in future.

35. COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013, the Board has formed a Risk Management Committee. There are currently seven Committees of the Board, as follows:

• Audit Committee

The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 read with regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Audit Committee as on the date of the report comprises of 2 Independent Directors & 1 Non-Executive Directors.

Following are the members of the Committee Mr. Rakesh Ramchandra Pawar : Chairman Mr. Shridhar Sanjay Tari : Member

Mr. Raghvendra Rai : Member

During the year there were in total 5 Audit committee meetings held on 19/06/2024, 13/08/2024, 17/08/2024, 28/08/2024 and 18/03/2025.

The Chairperson of Audit Committee was present in previous AGM held on Friday, 16^th August, 2024 to answer shareholder’s queries.

Broad terms of reference of the Audit Committee are as per following:

The role of the audit committee shall include the following:

1 Oversight of the listed entity’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2 Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3 Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4 Reviewing with the management, the quarterly financial statements before submission to the board for approval;

5 Reviewing and monitoring the auditor’s independence and performance and effectiveness of audit process.

7 Approval or any subsequent modification of transactions of the listed entity with related parties.

8 Evaluation of internal financial controls and risk management systems.

9 reviewing, with the management, performance of statutory and Internal Auditors, adequacy of the internal control systems.

10 Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

11 Discussion with internal auditors of any significant findings and follow up there on.

12 Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

13 Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

14 To review the functioning of the whistle blower mechanism.

15 Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate.

16 Carrying out any other function as is mentioned in the terms of reference of the audit committee •Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company is constituted in line with the provisions of Section 178 of the Companies Act, 2013 read with regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee comprises of 2 Independent Directors & 1 Non-Executive Directors.

The Nomination and Remuneration Committee met Once in the Financial Year 2024-2025 on 18/03/2025.

The necessary quorum was present in the said meetings.

The Chairman of the Nomination and Remuneration Committee was present at the last Annual General Meeting of the Company held on Friday, 16^th August, 2024.

The composition of the Committee and the details of meetings held and attended by the Directors are as under:

Mr. Shridhar Sanjay Tari : Chairman

Mr. Rakesh Ramchandra Pawar : Member Ms. Jyoti Sharma : Member

Role Of Nomination And Remuneration Committee, inter-alia, include the following:

(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the board of directors their appointment and removal.

(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

(6) To recommend to the Board all remuneration, in whatever form, payable to senior management.

The policy on directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters is available on company''s website.

Remuneration of Directors

The remuneration of the Managing Director and Whole- Time Director is recommended by the Remuneration Committee and then approved by the Board of Directors and subsequently by the shareholders in general meeting within the limits prescribed in Companies Act, 2013.

Criteria for making payments

Non-Executive Directors of the Company are paid sitting fees for attending Board and Committee Meetings and no Commission is drawn by either of them during the year.

Performance evaluation criteria for Independent Directors:

1) Attendance and participations in the meetings.

2) Preparing adequately for the board meetings.

3) Contribution towards strategy formation and other areas impacting company performance

4) Rendering independent, unbiased opinion and resolution of issues at meetings.

5) Safeguard of confidential information.

6) Initiative in terms of new ideas and planning for the Company.

7) Timely inputs on the minutes of the meetings of the Board and Committee’s.

8) Raising of concerns to the Board

Remuneration Policy

The Nomination and Remuneration Policy devised in accordance with Section 178(3) and (4) of the Companies Act, 2013 is available at the website of the Company: https://identicalbrains.com/corporate-policies.php Further, criteria of making payments to nonexecutive directors, the details of remuneration paid to all the Directors and the other disclosures required to be made under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been published below:

•Stakeholder Relationship Committee

The Stakeholder Relationship Committee of the Company is constituted in line with Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee comprises of 2 Independent Directors, 1 Non-Executive Director.

The committee looks into the shareholders and investors grievances that are not settled at the level of Compliance Officer and helps to expedite the share transfers and related matters. The Committee periodically reviews the status of stakeholders’ grievances and redressal of the same.

The Committee met in FY 2024-25: 18/03/2025.

The necessary quorum was present for all the meetings. The Chairman of the Committee was present at the last Annual General Meeting of the Company held on Friday, 16^th August, 2024.

The composition of the Committee during FY 2024-25 and the details of meetings held and attended by the Directors are as under:

Following are the members of the Committee.

Ms. Jyoti Sharma : Chairman

Mr. Shridhar Sanjay Tari : Member

Mr. Raghvendra Rai : Member

The role of the committee shall inter-alia include the following:

(1) Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc.

(2) Review of measures taken for effective exercise of voting rights by shareholders.

(3) Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

(4) Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the Company.]

36. MEETING OF INDEPENDENT DIRECTORS

A separate meeting of the independent directors (“Annual ID Meeting”) was convened on 12/03/2025, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of the Independent Directors was discussed by the Chairperson with the Board covering performance of the Board as a whole, performance of the Non-Independent Directors and performance of the Board Chairman. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 and there is no change in their status of Independence. As required under Section 149(7) of the Companies Act, 2013

37. ATTRIBUTES, QUALIFICATIONS & INDEPENDENCE OF DIRECTORS, THEIR APPOINTMENT AND REMUNERATION

The Nomination & Remuneration Committee of Directors have approved a Policy for Selection, Appointment and Remuneration of Directors which inter-alia requires that composition and remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management employees and the Directors appointed shall be of high integrity with relevant expertise and experience so as to have diverse Board and the Policy also lays down the positive attributes/criteria while recommending the candidature for the appointment as Director.

38. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(7) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

39. OTHER DISCLOSURES

The Company does not have any Employees Stock Option Scheme in force and hence particulars are not furnished, as the same are not applicable. No proceedings against the Company is initiated or pending under the Insolvency and Bankruptcy Code, 2016. The 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.

40. POLICIES

The Company seeks to promote highest levels of ethical standards in the normal business transactions guided by the value system. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates formulation of certain policies for listed companies. The Policies are reviewed periodically by the Board and are updated based on the need and compliance as per the applicable laws and rules and as amended from time to time. The policies are available on the website of the Company.

41. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

During the period under review, neither any application under Corporate Insolvency Resolution Process was initiated nor any pending under the Insolvency and Bankruptcy Code, 2016

42. 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

During the period under review, no such settlement took place.

43. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS

Your Directors hereby confirm that the Company has complied with the necessary provisions of the revised Secretarial Standard 1 and Secretarial Standard 2 to the extent applicable to the Company.

44. ENHANCING SHAREHOLDER VALUE

Your Company firmly believes that its success, the marketplace and a good reputation are among the primary determinants of value to the shareholder. The organisational vision is founded on the principles of good governance and delivering leading-edge products backed with dependable after sales services. Following the vision your Company is committed to creating and maximising long-term value for shareholders.

45. ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation and gratitude for the continued co-operation extended by shareholders, employees, customers, banks, suppliers and other business associates.

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Mar 31, 2024

Your directors have pleasure in presenting their Annual Report on the business and operation of the Company and the accounts for the financial year ended March 31, 2024.

1. Financial Summary:

Particulars	2023-24	2022-23
Revenue from Operations	20,08,80,486.00	8,04,28,561.00
Other Income	17,58,076.29	3,96,751.39
Total Income	20,26,38,562.29	8,08,25,312.39
Profit before tax	7,36,13,117.29	2,24,34,739.13
Tax (Current & Deferred)	2,02,37,842.73	62,47,777.80
Profit after tax	5,33,75,274.56	1,61,86,961.33
Balance transferred to Reserves & Surplus Account	5,33,75,274.56	1,61,86,961.33

2. Review of operations

During the financial year 2023-24, the Company has earned revenue from operations of Rs. 20,08,80,486/-, an increase of 149.76% as compared to Rs. 8,04,28,561/- in the previous financial year.

The Profit after tax (PAT) for the financial year ended March 31, 2024 was Rs. 5,33,75,274.56/-, an increase of 229.74% as against Rs. 1,61,86,961.33/- in the previous financial year.

3. Reserve & Surplus

The Board does not propose to transfer any amount out of the Total Profit of Rs. 5,33,75,274.56/- to General Reserve for the financial year ended on March 31, 2024.

4. Dividend

In order to conserve the profits for business expansion, no dividend is proposed for the year under review.

5. Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act 2013 is presently not applicable to the company.

6. Changes in the Nature of Business:

There has been no changes in the nature of Business during the year under review.

7. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of financial year of the company to which the financial statements related and date of the report.

• The name of our company was changed to “Identical Brains Studios Private Limited” pursuant to a special resolution passed in the extraordinary general meeting of our shareholders held on March 05, 2024, consequent upon which, a fresh certificate of incorporation dated June 18, 2024 was issued by the Assistant Registrar of Companies, Central Registration Centre.

• Bonus Issue 34,43,986 Equity shares of Rs. 10/- aggregating Rs. 3,44,39,860/-

• Members at its meeting held on June 21, 2024 approved conversion of our company from Private Limited Company into Public Limited Company which is yet to be approved by the Registrar of Companies, Mumbai.

8. Details of significant and material orders passed by the regulators or courts or tribunals impacting going concern status and company’s operations in future.

There have been no significant and material orders passed by the regulators or courts or tribunals impacting going concern status and company’s operations in future.

9. Share capital:

The Authorized Capital of the Company was increased from Rs. 10,00,000/- divided into 1,00,000 Equity Shares of Rs. 10/- each to Rs. 12,00,00,000/- divided into 1,20,00,000 Equity Shares of Rs. 10/- each vide Ordinary resolution passed at the Extra Ordinary General Meeting of the Members of the Company held on 21^st December 2023.

The Authorized Capital of the Company was further increased to Rs. 15,00,00,000/-divided into 1,50,00,000 Equity Shares of Rs. 10/- each vide Ordinary resolution passed at the Extra Ordinary General Meeting of the Members of the Company held on 21^st June 2024.

The details of changes in paid-up capital of the Company during the financial year 202324 is as under:

Sn.	Particulars	Amount in Rupees
1.	Equity shares of Rs. 10/- each as on April 01,2023	1,00,000/-
2.	Preferential Allotment of 1557 Equity Shares ranking pari-passu with the existing equity shares on December 15, 2023	15,570/-
o J).	Bonus Issue of Equity shares in the ratio of 595:1 on December 26.2023	6,87,64,150/-
	Total capital as on March 31, 2024	6,88,79,720/-

As on March 31, 2024 the details of shares held by Directors of the Company is as under:

Sn.	Name of the Director	No. of Shares Held
1.	Raghvendra Rai	59,00,400 Equity Shares
2.	Sameer Rai	59,600 Equity Shares

10. Annual Return

As required under Section 134 (3) (a) of the Companies Act 2013, the annual return u/s 92(3) will available for viewing at the weblink of the Company https ://identicalbrains. com/annual-returns .php

11. Registered office

The Registered Office of the Company has been shifted from “404, Maple Heights CHS. Ltd., Shivaji Nagar, Kurar Village Malad East, Mumbai 400 097, Maharashtra, India” to “802, 803 & 804 Crescent Royale, Veera Desai Road, Off. New Link Road, Oshiwara, Andheri, Mumbai - 400 053, Maharashtra, India” with effect from January 15, 2024.

12. The Details of Directors, Managerial Personnel who were appointed or have resigned during the year

The Board of Directors consists of five members, out of which Two are Non-Executive Independent Directors, One Non-Executive Director and Two Executive Directors.

Mr. Raghvendra Rai, Mr. Sameer Rai, Ms. Stevina Alban Vaity, Mr. Shridhar Sanjay Tari and, Mr. Rakesh Ramchandra Pawar are the Directors of the Company as on March 31, 2024.

a. Appointments

Mr. Raghvendra Rai was appointed as a Chairman & Managing Director of the Company at the Board meeting held on January 15, 2024 for a period of 5 years commencing from January 15, 2024 and ending on January 14, 2029.

Mr. Sameer Rai joined the Board on January 15, 2024 as an Additional Director of the company who was regularized as a Director at the Extra-Ordinary General Meeting of the company held on March 05, 2024.

Ms. Stevina Alban Vaity was appointed as a Non-Executive Director of the Company at the Extra-Ordinary General Meeting on March 05, 2024.

Mr. Shridhar Sanjay Tari and Mr. Rakesh Ramchandra Pawar was appointed as Independent Non-Executive Director of the Company at the Extra-Ordinary General Meeting on March 05, 2024.

The Board has appointed Mr. Milind Bhikajirao More as a Chief Financial Officer of the Company on January 15, 2024.

The Board has appointed Ms. Pallavi Ashok Chavan as a Company Secretary of the Company on February 29, 2024.

b. Resignations

Mr. Umesh Rai resigned from the Board with effect from January 15, 2024.

c. Retirement

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Sameer Rai, Director of the Company is liable to retire by rotation as Director at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board of Directors has recommended the re-appointment of Mr. Sameer Rai, as Director retiring by rotation.

The notice convening the Annual General Meeting includes the proposal for the reappointment of Mr. Sameer Rai, as a Director of the Company. A brief resume of Mr. Sameer Rai has been provided as an annexure to the notice convening the Annual General Meeting. He will continue to act as Director on his re-appointment as Director.

There were no other changes in the Board of Directors or Managerial Personnel during the year under review and up to the date of this Report.

13. Declaration of Independent Director

The Company has complied with the definition of Independence according to the provisions of Section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from both the Independent Directors pursuant to Section 149(7) of the Companies Act, 2013. Both the Independent Directors have provided declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

13. Subsidiaries, Joint Ventures and Associate Companies

The Company does not have any Subsidiaries, Joint Ventures and Associate Companies.

14. Corporate Social Responsibility

The provisions of Section 135 relating to Corporate Social Responsibility is presently not applicable to your company.

15. The Details Relating to Deposits, Covered Under Chapter V of the Act:

Your 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.

16. Number of meetings of Board of Directors

Eight Board Meetings were held during the Financial Year ended March 31, 2024 i.e. 15/06/2023, 28/08/2023, 25/10/2023, 15/12/2023, 26/12/2023, 15/01/2024, 29/02/2024 and 19/03/2024. The maximum gap between two Board Meetings was less than One Hundred and Twenty days.

The name of members of the Board, their attendance at the Board Meetings are as under:

Name of Directors	Number of Meetings attended in FY 2023-24
Raghvendra Rai	8
Umesh Rai (Resigned w.e.f. 15/01/2024)	6
S ameer Rai	2
Stevina Alban Vaity	1
Shridhar Sanjay Tari	1
Rakesh Ramchandra Pawar	1

16. Policy on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications, positive attributes and other matters as provided in the Act and the Rules made thereunder.

17. Directors Responsibility Statement

In pursuance of clause (c) of sub-section (3) of section 134 read with sub-section (5) of Section 134 of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to 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 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; and

(e) 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.

18. Internal Financial Controls

Internal financial controls are an integral part of the risk management process of the Company. Assurance on the effectiveness of the internal financial control is obtained through management reviews, continuous monitoring by functional heads as well as testing of the internal financial control systems by the internal auditors and statutory auditors during their course of audit. The Company believes that these systems provide reasonable assurance that Company’s internal financial controls are designed effectively and are operating as intended.

19. Auditors

M/s. S C Mehra & Associates LLP, Chartered Accountant, (Firm Registration no. 106156W/W100305), were appointed as Statutory Auditors of the Company at the extra ordinary general meeting of the company held on March 05, 2024 to carry out the Audit for the Financial year 2023-24 and to hold office until the conclusion of the 4th Annual general meeting of the company. Being eligible for appointment as Auditors, M/s. S C Mehra & Associates LLP, Chartered Accountant, have given their consent for appointment as Auditors for a consecutive period of 5 years from the conclusion of the 4^th Annual General Meeting of the members of the Company.

20. Frauds reported by the Auditor

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Board of Directors under Section 143(12) of the Companies Act, 2013.

21. Internal Auditors

Appointment of internal auditor is presently not applicable to the company.

22. Cost Audit

Cost Audit is presently not applicable to the company.

23. Secretarial Audit

Secretarial Audit is presently not applicable to the company.

24. Audit Committee

The Company being a private company as on March 31, 2024, no Audit committee has been constituted during the year under review.

25. Details of establishment of vigil mechanism for directors and employees

The provisions of Section 177 of Companies Act, 2013 regarding establishment of vigil mechanism is currently not applicable to the Company.

26. Reservation and qualification on Auditor Report

There is no reservation or qualification in Auditors Report submitted by the Auditors.

27. Loans given, investment made or guarantee given or security provided

The Company has made investments and advanced loans which are within the limits set under Section 186 of Companies Act 2013. However, it has not given guarantee or provided security during the year under review.

28. Particular of Contract and arrangement with related parties under section 188

There contracts or arrangements entered into by the company with related parties as referred to in subsection (1) of section 188 of the Companies Act, 2013 is set out in Form AOC 2.

29. Energy Conservation, Technology Absorption and Foreign Exchange earnings and Outgo

As required under Section 134 (3) (m) of the Companies Act 201 j we report as under.

(A) Conserv ation of energy and Technology absorption

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) conservation of energy
I.	The steps taken or impact on conservation of energy.	Company''s operation does not consume significant amount of energy.
II.	The steps taken by the company for utilizing alternate sources of energy.	Not applicable in view of comments in clause (i)
III.	The capital investment on energy conservation equipment’s.	Not applicable in view of comments in clause (i)

(b) Technology absorption
	I.	The effort made towards technology absorption	Nil
	II.	The benefit derived like product improvement cost reduction product development or import substitution.	Nil
	III.	In case of imported technology (important during last three years reckoned from the beginning of the financial year) a. the details of technology imported b. the year of import; c. whether the technology been fully absorbed d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Nil
	IV.	The expenditure incurred on Research and Development	Nil

(B) Foreign exchange earnings Rs. 2,86,09,058/-Foreign exchange Outgo Rs. Nil

30. Risk Management

The Board has not identified any risk that would threaten the very existence of the company.

31. Particulars of employees:

None of the employee have received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014.

Particulars of Employees are available for inspection by the Members at the Registered office of the Company during business hours on all working days (excepts Saturdays), up to the date of ensuing Annual General Meeting. Any member interested in obtaining a copy of such Statement may write to the Company at the Registered office of the Company.

32. Disclosure as per Sexual Harassment of Women at Workplace (Prevention, prohibition and Redressal) Act, 2013

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. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complainants Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy The following is a summary of sexual harassment complaints received and disposed off during the year.

No of complaints received: Nil No of complaints disposed off: Nil

No cases were reported of any sexual harassment of women at workplace

36. Compliance with Secretarial Standards

The company has complied with Secretarial Standards for Board meeting and Secretarial Standards for General Meeting issued by The Institute of Company Secretaries of India. The company has voluntarily adopted Secretarial Standards for Report of the Board of Directors.

37. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

During the year, there was no application made nor any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

38. 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.

The Company has not availed of One Time Settlement from Banks or Financial Institutions hence, there is nothing to report in this regard.