Balaji Telefilms Ltd Directors Report

Dear Members,

The Board of Directors have pleasure in presenting the 30^th Annual Report of Balaji Telefilms Limited ("the Company"), along with the Audited Financial Statements (standalone and consolidated) of the Company for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

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

( in Lacs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2023-2024	2022-2023	2023-2024	2022-2023
Income from operations	57,882.73	51,716.55	62,512.59	59,296.45
Less: Total expenditure	51,104.06	47,057.91	57,914.96	61,206.57
Operating Profit/(Loss)	6,778.67	4,658.64	4,597.63	(1,910.12)
Less: Interest	1,037.32	809.99	1,056.41	815.90
Less: Depreciation	760.83	955.66	812.00	1,037.19
Operating Profit/(Loss) after interest and depreciation	4,980.52	2,892.99	2,729.22	(3,763.21)
Add: Other income	327.47	2,378.58	598.52	1,344.19
Profit/(Loss) Before Tax	5,307.99	5,271.57	3,327.74	(2,419.02)
Less: Provision for taxation	1,387.88	1,379.74	1,389.71	1,379.74
Net profit / (loss) after tax	3,920.11	3,891.83	1,938.03	(3,798.76)
Other Comprehensive Income/(loss)	(2.91)	3.57	(3.10)	44.56
Less: Net loss attributable to Non-controlling	-	-	(40.80)	(85.14)
Interest
Net profit/(Loss) attributable to owners of the Company	3,917.20	3,895.40	1,975.73	(3,669.06)
Balance of retained earnings	35,862.41	31,967.01	(36,352.60)	(32,684.48)
Impact of change in Ownership	-	-	-	-
Transfer to retained earnings for employee share options (vested)	-	-	-
Sub Total	39,779.61	35,862.41	(34,376.81)	(36,353.48)
Appropriations:
Share issue expenses	-	-	-	0.88
Conversion of preference shares into equity	-	-	-	-
Payment of dividend	-	-	-	-
Dividend distribution tax	-	-	-	-
Balance carried to balance sheet	39,779.61	35,862.41	(34,376.81)	(36,352.60)

COMPANYS PERFORMANCE

During the year under review, the Standalone Revenue from operations of the Company is 57,882.73 Lacs, the Company recorded a substantial increase of 12% over the previous years 51,716.55 Lacs. As regards the Consolidated Accounts, the total revenue from operations has increased by 5.42% from

59,296.45 Lacs to 62,512.59 Lacs during the year. Your Company had a Net profit

3,920.11 Lacs during the year as compared to Net profitof 3,891.83 Lacs of previous year. As per Consolidated Accounts, Net profit 1,938.03 Lacs against Net loss after tax of 3,798.76

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.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company as on March 31, 2024, prepared in accordance with the relevant applicable Indian Accounting Standards (IND AS), and the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and the Companies Act, 2013, forms part of this Annual Report.

DIVIDEND

No dividend is proposed to be paid for the financial year 2023-24.

OPERATIONAL HIGHLIGHTS

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.

TRANSFER TO RESERVES

The Directors of the Company do not propose to transfer any amount to the General Reserve and an amount of 39,779.61 Lacs is proposed to be retained in the statement of profit and loss account.

BORROWINGS

Ongoing cash credit facilities amounting to 5,000 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 at year end amounting to 3,000 Lacs and 3,500 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.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2024 is 20,30,57,936/- (Rupees Twenty Crores Thirty Lacs Fifty-Seven Thousand

Nine Hundred and Thirty-Six only). Of the total paid up share capital of the Company, 34.21% is held by Promoters and Promoter Group and balance of 65.79% 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, Nomination and

Remuneration Committee, vide circular resolution passed on February 27, 2024, approved the allotment of 398,525 equity shares of 2/- each, upon exercise of options granted to employee under the Balaji Telefilms ESOP 2017. Accordingly, there has been an increase in the paid-up capital from 20,22,60,886 comprising of 10,11,30,443 Equity Shares of 2/- each, and the paid-up capital as at the end of the financial year 2023-2024 stood at 20,30,57,936 comprising of 10,15,28,968 Equity Shares of 2/- each.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies

Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014. There are no outstanding deposits at the end of the financial year 2023-24. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act and the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

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.

CHANGE IN REGISTERED OFFICE OR NATURE OF

BUSINESS

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

SUBSIDIARIES

As on March 31, 2024, your Company has the following Subsidiaries, the latest audited financial statements of the below subsidiaries can be accessed at https://www.balajitelefilms.com/forthe-financial-year-ended-march-31-2024.php:

1. BALAJI MOTION PICTURES LIMITED (BMPL)

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

2. ALT DIGITAL MEDIA ENTERTAINMENT LIMITED (ALT Digital)

The Companys ‘direct-to consumer digital content business is housed under ALT Digital.

The Company focuses on creating original and exclusive content for Indias Digital Audience.

It is a wholly-owned subsidiary of the Company. ALT Digital continues to be a material subsidiary of the Company. Further, in compliance with Regulation 24A (1) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Secretarial Audit Report of ALT Digital for the financial year ended March 31, 2024 forms part of this Annual Report.

3. MARINATING FILMS PRIVATE LIMITED (MFPL)

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

4. DING INFINITY PRIVATE LIMITED (DING)

Ding became a Subsidiary of Balaji Telefilms Limited w.e.f. May 25, 2021 pursuant to acquisition of 55% stake by the Company. The Members are requested to note that considering the various benefits and with a view to streamline operations under the Holding Companys umbrella, aiming to bolster overall business efficiency by eliminating redundancies and leveraging synergies, the Board of Directors at their meeting held on

February 09, 2024 accorded in-principle approval for proposed amalgamation of ALT Digital Media Entertainment Limited and Marinating Films Private Limited, Wholly owned Subsidiaries of the Company, with Balaji Telefilms Limited (Holding Company), subject to such regulatory and other approvals, as may be required.

Further, the Board at their subsequent meeting held on May 30, 2024 approved the Composite Scheme of Arrangement between ALT Digital Media

Entertainment Limited (‘First Transferor Company),

Marinating Films Private Limited (‘Second Transferor Company), Wholly owned Subsidiaries of the Company, Balaji Telefilms Limited (Transferee

Company), and their respective shareholders subject to: (i) sanction of Honble National Company Law Tribunal, Official Liquidator, Registrar of Companies, Ministry of Corporate Affairs and such other authorities as may be necessary; (ii) approval of shareholders and/or creditors of the respective companies, if required; and (iii) any other statutory/ regulatory approval, as may be required. In compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013, read with rules made thereunder, a separate statement highlighting the financial statements of subsidiaries of the Company are detailed in the prescribed Form AOC-1, which forms part of the

Consolidated Financial Statements and is appended as Annexure I to the Boards Report.

There has been no material change in the nature of business of the subsidiaries.

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

EMPLOYEE STOCK OPTION PLAN (ESOP)

The applicable financialyear disclosures for the ended March 31, 2024, 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: https://www.balajitelefilms.com/pdf/esop_ details_2023.pdf

During the year, 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 February 27, 2024, approved the allotment of 398,525 equity shares of 2/- each, upon exercising the options granted to employee under the Balaji Telefilms ESOP 2017.

Members seeking to inspect certificate from AVS &

Associates, 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 .

ANNUAL RETURN

In accordance with the provisions of the Companies

Act, 2013, the Annual Return of the Company as on March 31, 2024 in the prescribed form is available on the website of the Company at: http://www. balajitelefilms.com/annual_return.php

MEETINGS OF THE BOARD

During the year under review, 4 (Four) meetings of the Board of Directors were held on May 30, 2023, August 10, 2023, November 09, 2023 and February 09, 2024; 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.

COMMITTEES OF THE BOARD

In compliance with the requirements of the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board had constituted various statutory Board Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members therein forms part of the Corporate Governance Report which is an integral part of the Annual Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) & SENIOR MANAGEMENT PERSONNEL (SMP)

The Members are requested to take note of the following changes in the Directors during the financial year ended March 31, 2024, and post closure of financial year, till the date of this Report:

Mr. Ramesh Sippy (DIN: 00652881), Non-Executive Director, stepped down from his position effective closing of business hours on April 26, 2023, due to personal reasons.

Mrs. Shobha Kapoor (DIN: 00005124) was reappointed as the Managing Director of the Company, effective November 10, 2023 for a period of 5 (five) years, in accordance with the Special Resolution passed by the shareholders at the 29th Annual General Meeting (AGM) held on August 17, 2023. Further, the shareholders at the said AGM also approved the terms of reappointment and remuneration payable to her for a period of 3 years.

Ms. Ektaa R. Kapoor (DIN: 00005093) was reappointed as the Joint Managing Director of the Company, effective November 10, 2023 for a period of 5 (five) years, in accordance with the Special Resolution passed by the shareholders at the 29th Annual General Meeting (AGM) held on August 17, 2023. Further, the shareholders at the said AGM also approved the terms of reappointment and remuneration payable to her for a period of 3 years.

The Board of Directors, basis the recommendations made by the Nomination and Remuneration Committee, approved the appointment of Mr. Ashutosh Khanna (DIN: 03153990) as an Additional Director (Non Executive Independent) of the Company, effective February 09, 2024. The said appointment was regularized and duly approved by the shareholders vide Special resolution passed by Postal Ballot on May 08, 2024.

The tenure of Mr. D.G. Rajan (DIN: 00303060) and Mr. Pradeep Kumar Sarda (DIN: 00021405), Independent Directors of the Company, expired at closing of business hours on March 31, 2024.

The tenure of Mr. Devender Kumar Vasal (DIN: 06858991), Independent Director of the Company, expired at closing of business hours on May 14, 2024.

The Board of Directors, basis the recommendations made by the Nomination and Remuneration Committee, approved the appointment of Mr. Rohit Jain (DIN: 01684970) as an Additional Director (Non Executive

Independent) Director of the Company, effective

May 28, 2024.

The Board of Directors, basis the recommendations made by the Nomination and Remuneration

Committee, approved the appointment of

Mr. Avijit Mukerji (DIN: 03534116) as an Additional Director (Non Executive Independent) Director of the Company, effective May 28, 2024.

The Board places on record its appreciation for the invaluable contribution, guidance, and strategic vision provided by Mr. D.G. Rajan, Mr. Pradeep Kumar Sarda and Mr. Devender Kumar Vasal during their tenure as Independent Director of the Company. 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:

Mr. Abhishek Kumar, Chief Executive Officer (designated as Group CEO) of the Company stepped down from his position w.e.f. closure of business hours on June 15, 2023, due to personal reasons.

• The Board approved appointment of

Mr. Sanjay Dwivedi, Group CFO, as the Group Chief Operating Officer (Group COO), in addition to his current role as Group CFO, effective August 10, 2023.

• The Board approved appointment of

Mr. Vivek Koka, as the Chief Business Officer- Films Division (CBO-Films Division) of the

Company, in addition to his current role as the

Chief Business Officer of ALT Digital Media Entertainment Limited, Subsidiary Company, effective November 09, 2023.

Ms. Gauri Sathe, who was forming part of the Senior Management, tendered resignation from the position of Executive V.P. Creative, with effect from closing of business hours on December 11, 2023, due to personal reasons.

Further, the following matters are being presented for consideration and approval of the Members at the 30^th Annual General Meeting:

Pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and

Qualification of Directors) Rules, 2014 (including or re-enactment(s) anystatutorymodification(s) thereof for the time being in force), Regulation 17(1)(A) and other applicable Regulations, if any, of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, Mr. Jeetendra Kapoor (DIN: 00005345), Chairman, Non-Executive Director, aged 82 years, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and being eligible, seeks re-appointment. Appropriate resolution for his re-appointment is being placed 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 30th AGM of the Company.

The Board of Directors, basis the recommendations made by the Nomination and Remuneration Committee, approved the appointment of Mr. Rohit Jain (DIN: 01684970) as an Additional Director (Non Executive Independent) of the Company, effective May 28, 2024. Appropriate resolution for his appointment as Non-Executive Independent Director is being placed for the approval of the Members of the Company at the ensuing AGM. The Board recommends his appointment as Non-Executive Independent Director of the Company. The brief resume of the Director and other related information has been detailed in the Notice convening the 30th AGM of the Company.

The Board of Directors, basis the recommendations made by the Nomination and Remuneration Committee, approved the appointment of Mr. Avijit Mukerji (DIN: 03534116) as an Additional Director (Non Executive Independent) of the Company, effective May 28, 2024. Appropriate resolution for his appointment as Non-Executive Independent Director is being placed for the approval of the Members of the Company at the ensuing AGM. The Board recommends his appointment as Non-Executive Independent Director of the Company. The brief resume of the Director and other related information has been detailed in the Notice convening the 30^th AGM of the Company.

In keeping with Regulation 17(1D) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of

Directors, basis the recommendation made by the Nomination and Remuneration Committee, approved continuation of directorship of Ms. Jyoti Deshpande (DIN 02303283). Ms. Jyoti

Deshpande was appointed as an Additional

Non- Executive Director effective March 23, 2018 and the said appointment was approved by the Members of the Company at the Annual General Meeting held on August 31, 2018.

Appropriate resolution for continuation of her term as a Non-Executive Director, as required to be passed pursuant to aforesaid Regulation, is being placed 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 30^th AGM of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

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.

During the year under review, a separate meeting of the Independent Directors was held on

August 10, 2023.

MECHANISM FOR EVALUATING BOARD

MEMBERS

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.

EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

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.

AUDITORS STATUTORY AUDIT

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 financialyear

2026-27. Deloitte Haskins and Sells LLP, Chartered Accountants, have confirmed that they are not disqualified as per Section 141of the Companies Act, 2013 from continuing as Auditors of the Company. The Report given by the Statutory Auditors on the financial statements of the Company is part of this Report. Except as appearing hereunder, the said Audit Report furnished by the Statutory Auditors, does not contain any other qualification, reservation, disclaimer or observation. The necessary explanation or comments from the Board and Management response to the Auditors qualification/observation is also appearing below:

The Company has made investments in a subsidiary, ALT Digital Media Entertainment Limited

(ALT Digital) aggregating to 79,557 Lacs, provided loans amounting (including interest accrued thereon) aggregating to 10,297 Lacs and have trade receivables outstanding to 1,781 Lacs as at March 31, 2024.

The subsidiary has been consistently making losses, which has resulted in substantial erosion of its net-worth, with current liabilities exceeding its current assets for the past few years. As stated in the note, the management of the subsidiary has implemented alternate business strategies, on the basis of which, business projections were provided over the past years in support of assessment of valuation of the subsidiarys business. However, considering the actual performance of the subsidiary, it has been consistently unable to meet its business projections by a significant margin.

In view of the above and in the absence of sufficient appropriate evidence to support the business projections, which are an integral part of valuation of investment in the subsidiary, carried out by the management in the current year, we are unable to determine whether any adjustments are necessary to the carrying amount of the Companys investment in its subsidiary, its loans outstanding (including interest accrued) and receivables from its subsidiary as at March 31, 2024 and the consequential impact, if any, of the above on the financial statements of the Company as at and for the year ended March 31, 2024. Response: cost cutting measures

The Company has investment in equity shares of a subsidiary, namely,ALTDigitalMediaEntertainment growth in EBIDTA in future years.

Limited (ALT Digital) amounting to 79,557 Lacs as at March 31, 2024. Further, as at March 31, 2024, the Company has outstanding trade receivables and loans given amounting to 1,781 Lacs and 10,297 Lacs respectively. As per the audited financial statements the net-worth of ALT Digital as at March 31, 2024 is 7,773 Lacs.

Since March 2019 the Company carries out an annual review of the valuation of ALT Digital at each year-end. For the financial year ended March 31, 2024, the Company engaged independent valuation experts, Big4, to carry out the enterprise valuation of ALT Digital. In performing the valuation, the experts have independently tested the business assumption for these projections and have factored the performance of financial year 23-24. Based on the valuation performed, the experts independently valued ALT Digital at 32% premium to its carrying cost at 1,20,990 Lacs.

In the previous years, ALT Digital has focused on cost rationalization, right sizing of staff and reducing the cash burn, focused performance marketing resulting into positive operating cash inflow. ALT Digital now emphasizes a studio-centric approach, producing high-quality shows that will be distributed not only on its platform but also across other OTT apps. This strategic shift ensures better cash flows and profitability. The efforts of management are reflective of improved operating performance of ALT Digital. The EBITDA losses have been consistently reducing from 13,555 Lacs in financial year 21-22 to 6,591 Lacs (51% reduction) in financial year 22-23 to 2,104 Lacs in financial As on March 31, 2024, ALT Digital also has liquid investments in Mutual Fund of 1,950 Lacs. ALT Digital continues to work on its business plan to drive its subscription business, foray into Advertising Video on Demand (AVOD) model and has an order book of over 23,000 Lacs of web-series for the leading OTT platforms, syndication/licenses of the content and definitive agreement are in place for over 10,000 Lacs. The Management is hopeful that these efforts will yield further positive results in the coming year.

ALT Digital has maintained a steady run-rate of revenue and undertaken significant and any improvement on timelines is expected to have significant

Also, ALT Digital has started its own shows for ALTT platform which is a new addition from previous years to boost the Subscription Video on Demand (SVOD) sales coupled with enhanced performance marketing spend. A leading professional agency has been hired to drive the customer acquisition and also AVOD and Meta platform revenue. This agency also manages many other leading platforms for this line of revenue.

Accordingly, the management of ALT Digital has plans in place to ensure successful execution of its strategies incorporating learnings of the previous year. There is lag in meeting the targets in the last six months, primarily due to delays in certain shows by the leading OTT platform, the delivery of it is expected in financial year 24-25. The management is confident of covering the shortfall in coming year with enhanced content and marketing and continuing the cost efficiency built in the previous year.

The Board of Directors of the Company had given an in-principle approval to merge ALT into the Company at its meeting held on February 09, 2024. At their meeting held on May 30, 2024, the Board of Directors have approved the Scheme of Arrangement for the said merger, subject to such approvals as may be required. Basis the business plans provided by the management of ALT Digital, which have been validated by an independent valuation specialist for the purpose of determining enterprise value of ALT Digital, as well as considering the future merger plan of ALT Digital with the Company, the management is of the view that there is no adjustment required to the carrying value of the Companys investment in ALT Digital together with amounts loaned to ALT Digital and trade receivables from ALT Digital. The Companys revised strategy, profitability l year 2023-partner deals, and favorable macroeconomic conditions position it well for both the near and long-term future. Overall, the Company remains optimistic about its prospects in the dynamic OTT landscape.

Also, the Statutory Auditor in their report on standalone and consolidated financial statements have included Emphasis of Matter drawing Members attention to Note No. 49 and Note No. 51 of standalone and consolidated financial statements respectively, in connection with receivables from one of its co-producer and a film Director.

The "Undisputed GST liability" as mentioned in clause 3(vii)(b) of CARO report, pertains to "Unbilled Revenue" under GST law. In our considered view, GST liability of the Company arises only when the invoices are raised on the counter parties.

Subsequently, Invoice has been raised and GST liability is booked.

COST AUDIT

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.

SECRETARIAL AUDIT

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 2023-24.

Secretarial Audit Report issued by AVS & Associates, Practicing Company Secretaries in Form No. MR-3 for the financial year 2023-24 is appended as Annexure II to the Boards Report. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

SECRETARIAL AUDIT REPORT OF UNLISTED MATERIAL SUBSIDIARY

Secretarial Audit Report of ALT Digital Media Entertainment Limited ("ALT Digital/Unlisted Material Subsidiary Company") issued by AVS & Associates, Practicing Company Secretaries, in Form No. MR-3 24 is appended as for the Annexure III to the Boards Report.

The said Report does not contain any qualification, reservation, disclaimer or observation, except that there is no Woman Director on the Board which is required to be appointed under Section 149 of the Companies Act, 2013 and the rules made thereunder; and there is no Managing Director or Chief Executive Officer Board which is required to be appointed under Section 203 of the Companies Act, 2013 and the rules made thereunder.

INTERNAL CONTROL SYSTEMS AND THEIR

ADEQUACY

In terms of Section 134 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company works with internal control systems commensurate with the size, scale and complexity of its operations.

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. To maintain objectivity and independence, the Internal Auditors report directly to the Audit Committee. Based on the report of the Internal Auditors, process owners undertake corrective action, wherever required. Significant observations and corrective actions needed or taken are presented to the Audit Committee. During the financial year 2023-24, such controls were tested and no reportable material weakness in the design or operation was observed.

CORPORATE GOVERNANCE

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, confirming compliance with the conditions of

Corporate Governance are provided separately in this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY 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 2023-24.

POLICIES ADOPTED BY THE COMPANY: a) VIGIL MECHANISM/WHISTLE BLOWER POLICY

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. b) CORPORATE SOCIAL RESPONSIBILITY

POLICY AND INITIATIVES

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.balajitelefilms.com/ corporate-social-responsibility.php.

The Annual Report on CSR activities is annexed here with as Annexure IV to the Boards Report. c) NOMINATION & REMUNERATION POLICY

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. balajitelefilms.com/pdf/NRC%20Policy%20 last%20amended%20January%2017,%20 2023.pdf. d) POLICY ON MATERIAL SUBSIDIARIES

The Companys Policy on material subsidiaries is available on the Companys website and can be accessed at the link: http://www.balajitelefilms. for%20determining%20Material%20 Subsidiary_24052019.pdf. e) RISK MANAGEMENT POLICY

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 https://www.balajitelefilms.com/ pdf/RISK%20MANAGEMENT%20POLICY.pdf f) RELATED PARTY TRANSACTIONS POLICY

In line with the requirements of the Companies

Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy on Related Party Transactions which is also available on the Companys website at https:// www.balajitelefilms.com/pdf/RPT%20 Policy%20last%20amended%20Feb%20 11,%202022.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. g) PREVENTION OF SEXUAL HARASSMENT AT

WORKPLACE

Your Company strongly believes in providing a safe and harassment free workplace for each and every individual working for the Company through various interventions and practices. It is the continuous endeavour of the Management of the Company to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.

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, 2024, no complaint pertaining to sexual harassment was received by the Company. h) DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy adopted by the Company is available at https:// www.balajitelefilms.com/pdf/Dividend%20 Distribution%20Policy.pdf i) POLICY ON DETERMINATION OF MATERIALITY

OF EVENTS

In line with the requirements of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy for determination of materiality of event, which is available on the Companys website at https://www. balajitelefilms.com/pdf/Materiality%20 Policy%20last%20amended%20August%20 10,%202023.pdf. During the year under review, the policy was revised by the Board of

Directors, in line with the amendments made in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE

REPORT

The Board of Directors at their meeting held on

May 30, 2024 approved the Composite Scheme of Arrangement between ALT Digital Media

Entertainment Limited (‘First Transferor Company),

Marinating Films Private Limited (‘Second Transferor Company), Wholly owned Subsidiaries of the Company, Balaji Telefilms Limited (Transferee

Company), and their respective shareholders subject to: (i) sanction of Honble National Company Law Tribunal, Official Liquidator, Registrar of Companies, Ministry of Corporate Affairs and such other authorities as may be necessary; (ii) approval of shareholders and/or creditors of the respective companies, if required; and (iii) any other statutory/ regulatory approval, as may be required. 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.

OTHER DISCLOSURES i) CANCELLATION OF EXTRA ORDINARY

GENERAL MEETING

During the year under review, an Extra Ordinary General Meeting (EOGM) of the Members of the Company was proposed to be held on March 06, 2024, to inter-alia consider and approve issuance of up to 2,38,83,930 warrants on a Preferential Basis to Promoter & Other Entities belonging to the Non-Promoter Category at a price of 89.60/- per warrant. However, the Board of Directors of the Company on March 03, 2024, resolved to cancel the said EOGM as a matter of abundant caution, to remain compliant with the applicable laws, on becoming aware that the ultimate beneficial owner of one of the proposed allottee was under investigation by Directorate of Enforcement. ii) REPORTING OF FRAUDS BY AUDITORS

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.

iii) SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI). iv) DISCLOSURE UNDER SECTION 197(12) AND

RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details containing the names and other 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

Managerial Personnel) Rules, 2014 is appended as Annexure V to the Boards Report.

Further, the requisite details relating to the remuneration of the specified employees covered under Rule 5(2) and 5(3) of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are also appearing at Annexure V to the Boards Report. v) RELATED PARTY TRANSACTIONS

All Related Party transactions entered during the year were placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on an annual basis for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at arms length basis. All Related Party Transactions entered during the year were in ordinary course of the business and on arms length basis except letting out of premises to wholly owned Subsidiary Companies (viz. Balaji Motion Pictures Limited, ALT Digital Media Entertainment Limited and Marinating Films Private Limited) for using it as its Registered office on an on-going basis without charging any rent. The details of Related Party Transactions have been disclosed in Note No. 44 to the financial statements. Further, the information on transactions with related parties pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure VI in Form AOC-2 and the same forms part of the Boards report.

During the financial year 2023-24, there has been no materially significant Transaction between theCompanyand/orits and material orders related parties. The Members are requested to note that the Company advanced loan to

Alt Digital Media Entertainment Limited, a wholly-owned subsidiary of the Company, which is a material transaction in terms of

Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The necessary details of loan advanced are forming part of the Financial Statements. vi) BUSINESS RISK MANAGEMENT

The Company has in place Risk Management Policy, pursuant to the provisions of Section 134 of the Companies Act, 2013. The risk management framework enables identification and evaluation of business risks and opportunities, seeks to create transparency, minimize adverse impact on business objectives and enhance the Companys competitive advantage. Major risks identified by the business and functions are systematically addressed through mitigation actions on a periodic basis.

Also, the Company has a Risk Management

Committee which meets at regular intervals to oversee related matters. vii) INVESTOR EDUCATION AND PROTECTION

FUND (IEPF)

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, measures are taken to reduce

349,981.20/- of unpaid/unclaimed dividend was transferred during the financial year to the Investor Education and Protection Fund. 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-php. viii) During the year under review, the Company has not issued any equity shares or shares with differential voting rights as to dividend, voting or otherwise. ix) There are no significant 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. xi) During the year under review, there was no revision of financial statements and Boards Report of the Company. 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 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 year.

CONSERVATION OF ENERGY AND TECHNOLOGY

ABSORPTION

A. ENERGY CONSERVATION MEASURES TAKEN

BY THE COMPANY

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 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 equipment. Currently, we use energy-efficient Light Emitting Diode (LED) fixtures to reduce the power consumption in the illumination system.

B. TECHNOLOGY ABSORPTION

The provisions of Section 134(3)(m) of the Companies Act, 2013 relating to technology absorption do not apply to the Company. The

Companys research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable. The Company is an integrated player in the entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the

Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

As per the Ministry of Corporate Affairs (MCA) notification, proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, for the financial year commencing April 01, 2023, every company which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled.

The Company uses an accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility. Refer Note 59 of Standalone Financial Statements.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings in terms of actual inflows is 48.18 Lacs (Previous Year 179.39 Lacs) and the foreign exchange outgo in terms of actual outflows is 88.63 Lacs (Previous Year 18.60 Lacs).

DIRECTORS RESPONSIBILITY STATEMENT

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 ended the March 31, 2024, 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 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; d) The annual accounts for the financial year ended March 31, 2024 had been prepared on a ‘going concern basis; 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.

ACKNOWLEDGEMENTS

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 cooperation 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.

For and on behalf of the Board of Directors

Sd/-

Jeetendra Kapoor

Chairman

(DIN: 00005345)

 

Place: Mumbai

Date: May 30, 2024