Balaji Telefilms Ltd Directors Report

Incorporated in the year 1994, Balaji Telefilms Limited is a pioneer in the Media and Entertainment industry, with over 30 years of experience. The shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

The salient features of the Companys financial statement for the year under review are as follows:

(H in Lacs)

During the year under review, the Standalone Revenue from operations of the Company is H45,308.92 Lacs. As regards Consolidated Accounts, the total revenue from operations stands at H45,308.92 Lacs during the year. Your Company had a Net profit after tax H9,059.22 during the year as compared to Net profit of H2,112.53 Lacs of previous year. As per Consolidated Accounts, Net profit

after tax of H8,457.51 Lacs against Net Profit after tax of H1,938.03 Lacs in previous year, registering turnaround on a consolidated basis.

Additional information regarding Companys business operations and state of Companys affair is provided in the Management Discussion and Analysis Report, which forms an integral part of the Annual Report.

No dividend is proposed to be paid for the Financial Year 2024-25.

A detailed discussion on the business performance and state of affairs of the Company is presented in the Management Discussion and Analysis Section of the Annual Report.

The Directors of the Company do not propose to transfer any amount to the General Reserve and an amount of H45,308.13 Lacs is proposed to be retained in the statement of profit and loss account.

Ongoing cash credit facilities amounting to H15 Lacs (Sanctioned amount H5,000 Lacs) from Axis Bank repayable on demand at interest rate of 6.5% Repo + 3% equaling to a total interest of 9.5% per annum payable at monthly intervals. The Company has outstanding loan (interest portion) at year end amounting to H521 Lacs and H177 Lacs from its related parties namely Tusshar Infra Developers Private Limited and Pantheon Buildcon Private Limited respectively, at interest rate of 9.5% per annum, repayable on demand.

During the year under review, the Company raised an amount of H 130.68 Crore through preferential issue by way of allotment of equity shares to Promoter Group and certain entities/individual belonging to Non-Promoter category on February 07, 2025.

The Notice of Extra Ordinary General Meeting dated December 19, 2024 read with the Explanatory Statement clearly specifies that pending the utilization of the funds, the Company will have flexibility to deploy the Issue Proceeds, as per applicable laws. Pending complete

utilization of the Issue Proceeds, the Company has parked in money market instruments including money market mutual funds, deposits in scheduled commercial banks, securities issued by Government of India or any other investments as permitted under applicable laws. Accordingly, pending utilization as per the objects / purpose of the preferential allotment, the funds have been parked as stated in the Explanatory Statement. Therefore, there was no deviation in the utilization of proceeds.

The paid-up Equity Share Capital of the Company as on March 31, 2025 is H23,91,77,488/- (Rupees Twenty-Three Crores Ninety-One Lacs Seventy-Seven Thousand Four Hundred and Eighty-Eight only). Of the total paid up share capital of the Company, 31.90% is held by Promoters and Promoter Group and balance of 68.10% is held by persons other than Promoters and Promoter Group, out of which majority is in dematerialized form. The Company has neither issued shares with differential voting rights nor granted sweat equity shares.

During the year under review there has been a change in capital structure of the Company as follows:

1) The Nomination and Remuneration Committee, vide circular resolution passed on December 24, 2024, approved the allotment of 2,00,000 equity shares of H2/- each, upon exercise of options granted to employee under the Balaji Telefilms ESOP 2017. Accordingly, the paid-up capital increased from H20,30,57,936 comprising of 10,15,28,968 Equity Shares of H2/- each, and the paid-up capital as at the end of the financial year 2024-2025 stood at H20,34,57,936 comprising of 10,17,28,968 Equity Shares of H2/- each.

of Arrangement. Consequent upon the Scheme becoming effective from June 20, 2025 (being the date of filing INC 28 with the Registrar of Companies), the Authorized Share Capital of the Company stands increased to H10,51,20,00,000 (Rupees One Thousand Fifty-One Crores Twenty Lakhs) divided into: (i) 520,27,50,000 (Five Hundred Twenty Crore Twenty-Seven Lakh Fifty Thousand) Equity Shares of H2 (Rupees Two Only) each; and (ii) 5,32,50,000 (Five Crore Thirty-Two Lakh Fifty Thousand) Preference Shares of H 2 (Rupees Two Only) each.

Loans, Guarantees and Investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the Financial Statements provided in this Annual Report.

There was no change in the Registered Office or nature of business of the Company during the year under review.

As on March 31, 2025, your Company has the following Subsidiaries:

BMPL is into the business of distribution of motion pictures and films. It is a wholly-owned subsidiary of the Company.

Ding became a Subsidiary of Balaji Telefilms Limited w.e.f. May 25, 2021 pursuant to acquisition of 55% stake by the Company.

MFPL is the creator producer of reality shows and events. MFPL was a wholly-owned subsidiary of the Company.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statement and related information of the Company, and the audited accounts of each of its subsidiaries, are available at https://www.balajitelefilms. com/subsidiary-financial-information.php

The applicable disclosures for the Financial Year ended March 31, 2025, as required to be given under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,

2021 with respect to Balaji Telefilms ESOP Scheme, 2023 is available on the website of the Company at:

There has not been any material change in the ESOP Scheme adopted by the Company. The Balaji Telefilms ESOP Scheme, 2023 was approved by the shareholders by means of Postal Ballot on March 29, 2023, and the said Scheme is in compliance with the aforementioned ESOP Regulations.

During the year under review, Nomination and Remuneration Committee, vide circular resolution passed on December 24, 2024, approved the allotment of 2,00,000 equity shares of H2/- each, upon exercising the options granted to employee under the Balaji Telefilms ESOP 2017.

Members seeking to inspect certificate from AVS & Associates, Practising Company Secretaries, the Secretarial Auditors of the Company, with respect to the implementation of ESOP Scheme, are required to send an email to investor@balajitelefilms.com.

In accordance with the provisions of the Companies Act, 2013, the Annual Return of the Company as on March 31, 2025 in the prescribed form is available on the website of the Company at: https://www.balaiitelefilms.com/ annual return.php

During the year under review, 5 (Five) meetings of the Board of Directors were held on May 30, 2024, August 09, 2024, November 14, 2024, December 19, 2024 and February 11,2025; the relevant details of the meetings are forming part of the Corporate Governance Report which is an integral part of this Annual Report. The intervening gap between two Board Meetings did not exceed 120 days. A calendar of meetings for every year is prepared and approved by the Directors in advance, to facilitate participation at the Board/Committee meetings.

The Members are requested to take note of the following changes in the Directors during the Financial Year ended March 31, 2025, and post closure of financial year, till the date of this Report

• The tenure of Mr. Devender Kumar Vasal (DIN: 06858991), Independent Director of the Company, expired at closing of business hours on May 14, 2024; and he stepped down from the said position upon completion of second tenure as an Independent Director;

The Board place on record its appreciation for the invaluable contribution, guidance, and strategic vision provided by Mr. Devender Kumar Vasal during his tenure as Independent Director of the Company.

• The appointment of Mr. Ashutosh Khanna (DIN: 03153990) as an Additional (Non-Executive Independent) Director of the Company, effective February 09, 2024, was regularized and duly approved by the shareholders vide Special resolution passed through Postal Ballot on May 08, 2024.

• The Board of Directors, basis the recommendations made by the Nomination and Remuneration Committee, approved the appointment of Mr. Rohit Jain (DIN: 01684970) and Mr. Avijit Mukerji (DIN: 03534116) as Additional (Non-Executive Independent) Directors of the Company, effective May 28, 2024. The said appointments was regularized and duly approved by the shareholders vide Special resolution passed at Annual General Meeting held on August 27, 2024.

In terms of requirements of Regulation 17(1 )(D) of Listing Regulations, the shareholders at the Annual General Meeting held on August 27, 2024 approved the continuation of directorship of Ms. Jyoti Deshpande as a Non-Executive Director for a period of 5 (five) years.

The Members are also informed about the following changes in the Key Managerial Personnel/Senior Management Personnel, which took place during the year under review, till the date of this Report:

• The Board approved appointment of Mr. Sanjay Dwivedi, Group Chief Financial Officer, as the Group Chief Executive Officer (Group CEO), in addition to his current role as Group CFO, effective November 14, 2024;

• Mr. Vimal Doshi was appointed as the Chief Operating Officer-Motion Pictures effective November 14, 2024;

• Mr. Nitin Burman was appointed as the Chief Revenue Officer effective November 11, 2024;

• Mr. Vivek Koka, Chief Business Officer - ALT & BTL Films Division stepped down from his position w.e.f. closure of business hours on June 07, 2024, due to personal reasons;

• Mr. Verun Baabar, VP Production & Operations stepped down from his position on January 15, 2025 due to personal reasons, however he was reappointed at the same designation post closure of Financial Year under review, effective April 11, 2025.

• Mr. Viren Trivedi was appointed as the Finance Controller post closure of Financial Year under review, effective April 17, 2025.

• Ms. Liji Godbole resigned from the position of Group Head - HR Post closure of Financial Year effective June 20, 2025 to pursue other career opportunities.

• Mr. Hamavvand Chwda became a part of Senior Management, by virtue of reporting to Mr. Sanjay Dwivedi, who was appointed as the Group CEO effective November 14, 2024.

Further, the following matters are being presented for consideration and approval of the Members at the 31^st Annual General Meeting:

• Pursuant to Section 152 and other applicable provisions of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and the Articles of Association of the Company, Ms. Ekta Ravi Kapoor (DIN: 00005093), Joint Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, seeks re-appointment. Appropriate resolution for her re-appointment is being presented for the approval of the Members of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 31^st AGM of the Company.

• Pursuant to the provisions of Section 149 and other applicable provisions of the Companies Act, 2013 and Regulation 17(1C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the first term of Dr. Archana Niranjan Hingorani is about to expire on August 27, 2025. The Board of Directors, basis the recommendation made by the Nomination and Remuneration Committee, approved the reappointment of Dr. Archana Niranjan Hingorani (DIN 00028037) as a Non- Executive, Independent Director for a second term period of 5 (Five) years. Appropriate resolution for her re-appointment is being presented for the approval of the Members of the Company at the ensuing AGM. The brief resume of the Director and other related information has been detailed in the Notice convening the 31^st AGM of the Company.

As at the end of the Financial Year, there were 5 (Five) Non-Executive Independent Directors on the Board of the Company.

The Company has received necessary declaration from all Independent Directors under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors are duly registered with the Indian Institute of Corporate Affairs (IICA).

Further, the Independent Directors have also affirmed compliance with the Code of Conduct adopted by

the Company. The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess requisite expertise, proficiency and experience required to fulfil their duties as Independent Directors, and their continued association as Directors will be of immense benefit and in the best interest of your Company.

During the year under review, a separate meeting of the Independent Directors was held on May 30, 2024.

One of the key functions of the Board is to monitor and review the Board evaluation framework. The Board in consultation with the Nomination and Remuneration Committee lays down the evaluation criteria for the performance evaluation of Executive/Non-Executive and Independent Directors. The questionnaire of the survey is a key part of the process of reviewing the functioning and effectiveness of the Board and for identifying possible paths for improvement.

The evaluation is carried out on an annual basis, and feedback from each Director with the suggestions is encouraged. The evaluation process focuses on effectiveness of the Board, Board dynamics, Board Meetings and procedures, Committee effectiveness, succession planning and flow of information to the Board and Committees.

The following are some of the parameters on the basis of which the Directors are evaluated:

1) Knowledge to perform the role;

2) Time and Level of Participation;

3) Performance of Duties and Level of Oversight;

4) Professional Conduct and Independence etc.

The Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 provides that an annual performance evaluation of Directors should be carried out by the Directors. The Nomination and Remuneration Committee carries out review of the performance of the Board of Directors, based on feedback received from the Directors. The evaluation of the Board as a whole, its Committees and Individual Directors including Executive Director, Non-Executive Director and Independent Director was conducted based on the criteria and framework adopted by the Board. The Board takes

note of the evaluation process results as collated by the Nomination & Remuneration Committee of the Company. The Board of Directors expressed their satisfaction with the evaluation process.

Pursuant to the provisions of Section 139 of the Companies Act, 2013, the Members at the 28^th Annual General Meeting (AGM) held on August 18, 2022 approved the appointment of Deloitte Haskins and Sells LLP, Chartered Accountants (Firm Registration no. 117366W/ W-100018) as the Statutory Auditors of the Company for a period of 5 (five) years, till the conclusion of the AGM to be held for the Financial Year 2026-27. Deloitte Haskins and Sells LLP, Chartered Accountants, have confirmed that they are not disqualified as per Section 141 of the Companies Act, 2013 from continuing as Auditors of the Company.

The Audit Report given by the Statutory Auditors on the financial statements of the Company for the Financial Year ended March 31, 2025 does not contain any qualification, reservation, disclaimer or observation.

In accordance with Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company. Accordingly, there was no requirement for maintenance of relevant records by the Company.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed AVS & Associates, Practicing Company Secretaries as Secretarial Auditors of the Company for the financial year 2024-25.

The shareholders may note that the composition of the Board/Committees was disturbed on account of retirement of Independent Director(s) from the Board upon completion of their tenure. The Management was in search of suitable candidates for appointment as Independent Directors on the Board of the Company. The default was made good by the Company effective May 28, 2024, post appointment of Mr. Rohit Jain and Mr. Avijit Mukerji as Independent Directors on the Board of the Company.

Your Company has been practicing the principles of good Corporate Governance over the years, and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by our Company in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with a Certificate from the AVS & Associates, Practicing Company Secretaries, are provided separately in this Annual Report.

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to furnish Business Responsibility and Sustainability Report (BRSR). However, as the Company does not fall under the list of top 1000 Companies basis Market Capitalization, the requirement of furnishing BRSR is not applicable upon the Company for the Financial Year 2024-25.

The Company promotes ethical behavior in all its business activities and has put in place a mechanism of reporting illegal or unethical behavior. The Company has a Vigil Mechanism/Whistle Blower Policy wherein the employees are free to report violations of laws, rules, regulations or unethical conduct to their immediate supervisor or such other person as may be notified by the Management to the work groups. The confidentiality of those reporting the violations is maintained and they are not subjected to any discriminatory practice. The Whistle Blower Policy of the Company is also posted on the website of the Company at http://www. balajitelefilms.com/whistle-blower-policy.php.

During the year under review, the Policy was last amended on May 30, 2024.

The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and recommending to the Board a Corporate Social Responsibility (CSR) Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR Policy of the Company is also posted on the website of the Company which may be accessed at http://www.balaiitelefilms.com/ corporate-social-responsibility.php.

The Nomination and Remuneration Committee has framed a policy which inter-alia provides the matters to be dealt with and considered by the Nomination and Remuneration Committee, procedure for succession

of Directors and Key Managerial Personnel, selection and appointment of Directors including determining qualifications and independence of a Director, Key Managerial Personnel, Senior Management Personnel and their remuneration etc. as part of its charter, and other matters provided under Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy may be accessed at our website at https://www.balaiitelefilms.com/pdf/ NRC%20Policv%20last%20amended%20Julv%20 03.%202025.pdf.

The Policy was last amended on July 03, 2025 by the Board to align with extant applicable regulations, including alignment with the revised definition of Senior Management, to make it consistent with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to Regulation 17(9) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Risk Management Policy, which inter-alia provides for the identification of risk, if any, to the Companys operations and growth. The said Policy is reviewed by the Risk Management Committee from time- to-time, in accordance with the requirements of aforesaid Regulation. The Board of Directors does not foresee any immediate risk of this nature.

The details of the Risk Management Policy of the Company are available on the website of the Company at http://www.balajitelefilms.com/pdf/ RISK%20MANAGEMENT%20POLICY.pdf.

During the year under review the Policy was last amended on November 14, 2024 to make it consistent with the recent amendments in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

The Company has in place a Prevention of Sexual Harassment at Workplace Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee and Apex Committee have been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the Financial Year ended March 31, 2025, no complaint pertaining to sexual harassment was received by the Company.

The relevant details as required to be furnished under the Companies (Accounts) Second Amendment Rules, 2025 are as follows:

The Dividend Distribution Policy adopted by the Company is available at https://www.balajitelefilms. com/pdf/Dividend%20Distribution%20Policy.pdf

The Policy was last amended on July 03, 2025 to make it consistent with recent amendments in applicable laws.

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has in place following policies/ codes which are revised from time-to-time according to applicable laws or as per need:

• Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Designated Persons

• Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information

• Policy and Procedure for Dealing with Leak or Suspected Leak of Unpublished Price Sensitive Information (UPSI)

These may be accessed at https:// www.balajitelefilms.com/code-conduct- insider-trading.php

In addition to the aforesaid policies, few other policies as required by the Companies Act, 2013 or rules made thereunder, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been adopted by the Company.

Other than above, there were no material changes and commitments affecting the financial position of the Company which occurred between the end of the Financial Year to which this financial statement relates on the date of this Report.

During the year under review, an Extra Ordinary General Meeting (EGM) of the Members of the Company was held on January 11, 2025, to consider and approve issuance 1,78,59,776 equity shares on a Preferential Basis to Promoter & Other Entities/ Individuals belonging to the Non-Promoter Category.

to promoter & other entities/individuals belonging to non-promoter category at a price of H 73.17/- per equity share.

The new equity shares so allotted, shall rank pari passu with the existing equity shares of the Company.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Board or Audit Committee, as required under Section 134(3)(ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

Your Company believes that a diverse Board will be able to leverage different skills, qualifications, professional experiences, perspectives and backgrounds; which is necessary for achieving sustainable and balanced development. The Nomination and Remuneration Committee is entrusted with the power to identify and recommend the appointment and remuneration of Key Managerial Personnel (KMPs), Senior Management Personnel (SMPs), Executive Directors and Non-Executive Directors, including Independent Directors.

Further, the details of remuneration of employees in terms of the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in a separate annexure and forms part of this Report. Pursuant to the provision of Section 136 of the Companies Act, 2013, this Report is being sent to the shareholders of the Company excluding the statement of particulars of employees. The said information is available for inspection at the

registered office of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary & Compliance Officer at investor@balaiitelefilms.com and the same will be made available at the Registered Office upon receipt of such specific request.

Also, the Company has a Risk Management Committee which meets at regular intervals to oversee related matters.

In terms of the applicable provisions of the Companies Act, 2013 read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, H 119,071.60/- of unpaid/ unclaimed dividend was transferred during the Financial Year to the Investor Education and Protection Fund along with underlying shares. Details of unpaid/unclaimed dividend are available at https://ris.kfintech.com/services/IEPF/IEPFInfo. aspx?q=OQ8HMfJOuy4%3d

As on the date of this Report, Ms. Tannu Sharma, Company Secretary, is the Nodal Officer appointed by the Company under the provisions of IEPF Rules. The details are available at https://www.balajitelefilms. com/nodal-officer.php

viii) During the year under review, the Company has not issued any shares with differential voting rights as to dividend, voting or otherwise.

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

x) The Managing Director /Joint Managing Director of the Company has not received any remuneration or commission from any of the subsidiary companies.

xii) No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of any application made, or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 is not applicable for the Financial Year under review.

xiii) The requirement to disclose the details of any difference between the valuation done at the time of a one-time settlement and the valuation done while taking loan from banks or financial institutions, along with the reasons thereof, is not applicable for this Financial Year.

xiv) During the year under review and in compliance with the provisions of Companies (Accounts) Second Amendment Rules, 2025 the Company has complied with the provisions of Maternity Benefit Act, 1961.

The provisions of Section 134(3)(m) of the Companies Act, 2013 relating to conservation of energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, higher star rating wherever possible and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Light Emitting Diode (LED) fixtures to reduce the power consumption in the illumination system.

The foreign exchange earnings in terms of actual inflows is H1,062.49 Lacs (Previous Year H838.78 Lacs) and the foreign exchange outgo in terms of actual outflows is H384.41 Lacs (Previous Year H617.60 Lacs).

To the best of their knowledge and belief and according to the information and explanations obtained by them, Directors make the following statements in terms of Section 134(3) and Section 134(5) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the Financial Year ended March 31, 2025, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) The Directors had selected such accounting policies and applied them consistently and made judgements 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 the Financial Year under review;

c) Proper and sufficient care had 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;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

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

The Board places on record its deep appreciation to all employees for their hard work, dedication, unstinted efforts and commitment. The Board places on record its appreciation for the support and co-operation the Company has been receiving from its customers, suppliers and Bankers.

The Board also take this opportunity to thank all Shareholders, Investors, Business Associates, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

Place: Mumbai Chairman

Date: July 03, 2025 (DIN:00005345)

[Pursuant to first proviso of Sub-Section (3) of Section 129 of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014]

Note: Pursuant to Scheme of Arrangement approved by Honble NCLT, Alt Digital Media Entertainment Limited (ALT) and Marinating Films Private Limited (MFPL) ceased to be wholly owned subsidiaries of Company effective June 20, 2025. The Appointed date for the said Scheme is April 01, 2024, hence the details of ALT and MFPL are not forming part of the above table.

Place: Mumbai Date: July 03, 2025

Chairman

(DIN:00005345)