The Company's Standalone financial performance for the year ended 31^st March, 2023 is summarized below;

(Rs. in Lacs)

The Company's consolidated financial performance for the year ended 31^st March, 2023 is summarized below;

(Rs. in Lacs)

a. Review of operations and affairs of the Company:

Standalone:

During the year under review, the Company has incurred a loss before Tax of Rs.11.59 lakhs as compared to previous year loss of Rs.23.25 Lakhs The net loss for the year under review has been Rs.11.59 Lakhs as compared to previous year loss of Rs. 23.25 lakhs. Your directors are continuously looking for avenues for future growth of the Company in Media and Entertainment Industry.

Consolidated:

During the year under review, the Company has incurred a loss after Tax of Rs.11.80 lakhs as compared to previous year loss of Rs. 23.55 lakhs. The net loss for the year under review has been reduced to Rs.11.80 as compared to previous year loss of Rs 23.55 lakhs

b. Dividend:

The Directors of your company has not recommended any dividend in the current year.

c. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

d. Deposits:

During the year under review, your company has not accepted any deposits from the public within the meaning of section

76 of the Companies Act 2013 and the rules made there under. There are no public deposits, which are pending for repayment.

e. Particulars of loans, guarantees or investments:

Loans and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

f. Particulars of contracts or arrangements made with related parties:

During the period under review the Company has entered into related party transaction and the particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, as prescribed in Form AOC-2 is appended as Annexure I. The Policy on Related Party Transaction is available on our website www.zinema.co.in

g. Variation in market Capitalization:

Percentage increase/decrease in the Market Price of the Shares in comparison with thelast Issue. (The IPO of the Company in the FY 2014-2015 was brought out at a rate of Rs. 15/- per share)

h. Management's Discussion and Analysis:

Management's Discussion and Analysis Report for the year under review, as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is appended as Annexure II to this report.

i. Director's Responsibility Statement:

Pursuant to Section 134(3) (c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

j. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by theBoard.

To ensure good human resources management at "Zinema Media and Entertainment Limited (formerly Trivikrama Industries Limited)", we focus on all aspects of theemployee lifecycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogs through our communication channels to ensure that the feedback reach the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, is appended as Annexure III to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Details of the Top 10 employees as on 31^st March, 2023 as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure IV to this report;

The Company currently does not provide any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-TimeDirector:

Mr. Baskaran Sathya Prakash (DIN: 01786634) continues to be the Managing Director ofthe Company.

ii. Company Secretary:

Ms. Kushmanjali Sharma, Company Secretary cum Compliance Officer (01st September, 2021 to 14.11.2022)

Ms. Monika Singh, Company Secretary cum Compliance Officer (07^th April 2023 to the date of this report)

iii. Chief Financial Officer (CFO):

Mr. Arikesavanallur Venkatraman Krushnan, Chief Financial Officer (01^st September, 2021to 11^th August 2023) Mr Potabattula Praveen(11^th August 23 to the date of this Meeting)

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. At Trivikrama Industries Limited it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

In-pursuance of Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 the compliance of Regulation 17 to 27 and Clauses (b) to (i) of Regulation 46(2) & para C, D, E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 is not applicable for a company having paid up of 10 Crore or Net-worth of 25 Crore, in the immediate preceding FY & for a listed entity which has listed its specified securities on the SME Exchange. As the securities of your Company are listed at BSE-SME Platform, the Corporate Governance Report as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to our Company.

a. Compliance Department:

During the year under review, following changes took place with respect to the Compliance Officer of the Company:

Ms. Kushmanjali Sharma, Company Secretary cum Compliance Officer (01st September, 2021 to 14.11.2022)

Ms. Monika Singh, Company Secretary cum Compliance Officer (07^th April 2023 to the date of this report)

The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

b. Information on the Board of Directors of the Company:

During the year under review, following changes took place in the Composition of Board of Directors of the Company;

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industryexperience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.trivikrama.com.

d. Details with regards to meeting of Board of Directors of the Company at attendance thereof:

(i) Composition of the Board of Directors as on the date of this Report is mentioned below:

(ii) Meeting of Board of Directors and Attendance during the Year:

During the FY 2022-23,5 (Five) meetings of the Board of Directors of the Company were held i.e. on 30.05.2022,07.09.2022, 14.11.2022,05.12.2022,20.02.2023

Details of the attendance at the Board Meetings during the financial year and at the last AnnualGeneral Meeting and also the number of Directorships held by Directors is mentioned below;

Note:

*The Directorships held by the Directors as mentioned below do not include Alternate Directorships and Directorships held in Foreign Companies, and Companies registered under Section 25 of the Companies Act, 1956 or Section 8 of the Companies Act, 2013.

#In accordance with Regulation 26(b) of SEBI Listing Regulations, Memberships / Chairmanships of only the Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has only been considered.

e. Policy on Directors' appointment and remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the

independence of the Board, and separate its functions of governance and management. As on 31^st March, 2023, the Board consist of 5Members, 2 of whom are Executive Director and 1 of whom is a Non-Executive Director and the other 2 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Director's Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is available on the Company Website: www.trivikrama.com. We affirm that the Remuneration paid to the director is as per the terms laid out inthe said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letterincorporating the role, duties and responsibilities, remuneration and performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code ofConduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Conduct - PIT") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (the "Fair Practice Code"), Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conducts programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus such programs / presentations provides an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources,technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Program for Independent Directors is available on our website www.trivikrama.com

h. Board's Committees: i. Composition of the Committees of the Board as on the date of this Report is mentioned below;

ii. Meeting of Audit Committee and Attendance:

During the financial year under review, the Audit Committee Meetings were held 4 times and the attendance of the members at the Audit Committee meetings was as follows:

iii. Meeting of Nomination and Remuneration Committee and Attendance:

During the financial year under review, the Nomination and Remuneration Committee Meetings was held6 time viz., and the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

iv. Meeting of Stakeholder Relationship Committee and Attendance:

During the financial year under review, the Nomination and Remuneration Committee Meetings was held6 time viz., and the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

i. Board Evaluation:

The Board of Directors has carried out an annual evaluation of its "own performance", its "Board committees" and of "individual directors" in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructivecontribution and inputs in meetings, etc.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole was evaluated, the same was discussed in the Board meeting that followed the meeting of the independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

j. Listing:

The Equity Shares of "Trivikrama Industries Limited" (Scrip Code: 538579) is listed on the BSE-SME platform.

Your Company paid the Listing Fees to the BSE Limited for FY 2021-2022 as well as for 2022-2023 in terms of Uniform Listing Agreement entered with the said Stock Exchange(s).

k. Insider Trading:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guide lines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company. The said policy is available on our website www.trivikrama.com

M/s. L S S M & Co., Chartered Accountants {Firm Registration No. 013941S} has been appointed as StatutoryAuditors of the Company at the 34^th Annual General Meeting held on 27^th September, 2018 to hold the office for a period of 5 years till the conclusion of 39^th Annual General Meeting to be held in the Financial Year 2023. The Board recommends the appointment of M/s. Mudra Sunil Associates, Regn No.FRN . 007835S for the financial years 2023-2028. b. Secretarial Auditors:

M/s. GRNK & Associates, Company Secretaries was appointed as the Secretarial Auditor of the company to conduct the Secretarial Audit of the Company for the FY 2022-23, as required under the Section 204 of the Companies Act, 2013 and Rules there under. The Secretarial Audit Report for the FY 2022-23 is appended as Annexure V to this report.

c. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

(i) by the Statutory Auditor in the Audit Report:

The Statutory Auditor report does not contain any qualifications, reservations or adverseremarks

(ii) by the Secretarial Auditors in the Secretarial Audit Report:

Following are the qualifications made by the Secretarial Auditors in their report and reply by the Directors:

The Company is taking steps to appoint a women director on its board.

The Company will take steps to comply in future.

The Company will take steps to comply in future.

The Company will take steps to comply in future

Since there were no commercial operations during the year , internal auditor was not appointed .

The Board with respect to the above mentioned qualification herewith submits that, the Company has not been able to find Statutory Auditors who has/have subjected himself/themselves to peer review process and holds a valid certificate issued by Peer Review Board of Institute of Chartered Accountants of India as stipulated under Regulation 33 (1)(d) SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015. The Company is pursuing its current Statutory Auditors to subject themselves to peer review process.

The Board with respect to the above mentioned qualification herewith submits that, the above stated delay in disclosures were due to administrative difficulties. However, the company at the time of submission of the above stated disclosures have also made disclosure about the reason for delay in the submission in terms with Regulation 30 of SEBI (LODR), Regulations, 2015. The Company is trying to streamline its operations process so as to avoid such delays in the future.

The Board with respect to the above mentioned qualification herewith submits that, the above stated delay in disclosures were due to administrative difficulties. However, the company at the time of submission of the above stated disclosures have also made disclosure about the reason for delay in the submission in terms with Regulation 30 of SEBI (LODR), Regulations, 2015. The Company is trying to streamline its operations process so as to avoid such delays in the future.

The waiver request is under process with BSE

Few entries are pending and the duly completed registers shall be kept ready at the soonest possible

a) MGT 14 for the appointment of Company Secretary and Executive Director at the Board meeting held on 14th November, 2022

b) MR 1 was not filed the appointment of Executive Director at the Board meeting held on 14th November, 2022.

c) SH 7 for increase of authorized share capital from Rs. 8 crores to Rs. 25 crores at the Extra-ordinary General Meeting held on 30th December, 2022.

d) MGT 14 for approval of the financial statements and report of Directors for the year ended 31 st March 2022.

e) MGT 14 for the appointment of Secretarial Auditors at the Board meeting held on 11 th August, 2023 for the financial year ended 31 st March, 2023.

The aforesaid forms shall be filed and complied in due course except for SH-7 for which the management were not prepared to file for the increase and for renewal of authority has been placed in the forthcoming AGM

The SDD software procurement is about to be commissioned and the compliance for the same shall be taken care

Due to non availability of the Directors , it was not able to schedule a meeting within the statutory timeline . We shall take appropriate steps to comply the same in future

The Company shall take adequate steps to comply the same

The Company shall take adequate steps to comply the same

During the current year , the Company has ventured into Media and Entertainment industry and so there has not been any intent for becoming an Investment Company .

Once the waiver of penalties are processed by the BSE , the promoters account shall be made active.

d. Reporting of Fraud by Auditors:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013. e. Internal Financial Control

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

f. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the riskmanagement approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company is available on our website www.trivikrama.com.

g. Vigil Mechanism:

The Company has established a mechanism for Director's and Employee's to report their concerns relating to fraud, malpractice or any other activity or event which is against the interest of the Company.

The Whistle Blower Policy is in place. Employees can report to the Management concerned unethical behave our, act or suspected fraud or violation of the Company's Code of Conduct Policy. No Employee has been denied access to the Audit Committee. The Whistle Blower Policy is available on our website www.trivikrama.com.

The Company throughout the FY 2022-23 had only one Subsidiary Company i.e., M/s. CKM Homecare Solutions Private Limited.

During the FY 2022-23, the Board of Directors (‘the Board') reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company with that of its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format AOC-1 is appended as Annexure VI to the Board's report. The statement also provides the details of performance,financial position of the subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of our subsidiary, are available on our website www.trivikrama.com.These documents will also be available for inspection during business hours at our registered office in Chennai, India.

The Policy on Identification of Material Subsidiaries is available on our website www.trivikrama.com.

As per the provision of Section 135 of the Companies Act, 2013, all companies having a net worth of Rs.500 crore or more, or a turnover of Rs.1,000 crore or more or a net profit of Rs.5 crore or more during any financial year arerequired to constitute a CSR committee and hence our Company do not meet the criteria as mentioned above, the Company has not constituted any

Corporate Social Responsibility Committee; and has not developed and/or implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

(i) Energy Conservation:

Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy inits office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption etc., are not applicable.

(ii) Foreign Exchange Earnings and Outgo:

The Company has not earned or spent any foreign exchange during the year under review.

(iii) Research and Development & Technology Absorption:

The Company has not adopted any technology for its business and hence no reporting is requiredto be furnished under this heading. The Company will adopt necessary technology as and when required in the furtherance of the business.

The Annual Return as required under Section 92 of the Companies Act, 2013 has been published on the website of the Company which can be accessed through the following link http://zinema.co.in/investorrelation.aspx

b. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

c. Disclosure under the 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 requirement of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act 2013. All the employees (permanent, Contractual, temporary, Trainees) are covered under this policy.

During the year under review, no complaints were received falling under the category of Sexual Harassment of Women.

d. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by the Institute of CompanySecretaries of India.

e. Soliciting Shareholder's Information:

This is to inform you that the company is in the process of up dation of records of the shareholders in orderto reduce the physical documentation as far as possible

With new BSE Uniform listing agreement, it is mandatory for all the investors including transferors to complete their KYC information. Hence, we have to update your PAN No., Phone no. and e-mail id in our records.

Further, in view of the SEBI Circular SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20th April, 2018 and the corresponding amended circular SEBI/HO/MIRSD/DOS3/CIR/P/2018/115 dated 16th July, 2018 have requested all the listed companies to comply with the procedures mentioned in the Circulars. To achieve this, we solicit your co-operation in providing the following details to us; If you are holding the shares in dematerialized form you may update all your records with yourDepository Participant (DP).

If you are holding shares in physical form, you may provide the following: Folio No.

Name Pan No. E-mail ID Telephone No.

Specimen Signatures (3 in Nos.)

f. Share Transfer System:

With reference to the SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated 08^th June, 2018 the shares of the Company can be transferred only in dematerialised form w.e.f. December 05, 2018 and thus with a view to facilitate seamless transfer of shares in future and as advised by the Stock Exchanges, the shareholders holding shares in physical form are to be advised to dematerialise their shareholding in the Company.

g. Issue of Equity Share Capital:

During the Financial year under review the Company has not made any further issue of shares and the share capital remains same as at the end of previous year.

h. Utilization of the Proceeds from IPO:

The Object for which the funds were raised by the Company by way of IPO is as follows;

i. Other Disclosures:

Your d irectors state that no disclosure or reporting is required in respect to the following items as therewere no transactions on these items during the year under review:

(iii) Redemption of Preference Shares and/or Debentures.

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels because without their hard work, and support, your company's achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the company.