Cineline India Ltd Directors Report

8. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

During the year under review, the Company has
liquidated all its investments in its 4 (Four) subsidiaries,
viz -

a. R&H Spaces Private Limited;

b. Transquare Realty Private Limited;

c. Cineline Industries Private Limited; and

d. Cineline Realty Private Limited.

Accordingly, as on 31 March 2025, the Company has
no subsidiaries, associate companies or joint venture
companies within the meaning of Section 2(6) of the
Companies Act, 2013 ("Act").

A statement containing the salient features of financial
statements of the Companys subsidiary in Form AOC-1
pursuant to the provisions of Section 129(3) of the Act is
annexed to the report a Annexure 1

Further, pursuant to the provisions of Section 136 of
the Act, the financial statements of the Company,
consolidated financial statements along with relevant
documents, are available on the website of the Company
at https://www.moviemax.co.in/investors

Scan the QR code to view
The Audited Financial Results
for the year ended 31 March 2025

In terms of Section 134(3)(l) of the Companies Act. 2013,
there have been no material changes and commitments
affecting the financial position of the Company between
the end of the Financial Year of the Company to which
the Financial Statements relate and to the date of Report.

During the year under review. Your Company has not
accepted any public deposits from public within the
meaning of Section 73 of the Companies Act. 2013 and
the Companies (Acceptance of Deposits) Rules. 2014.

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

Your Company has Six (6) Directors as on 31 March 2025. the Composition of the Board of Directors are as follows:

The Company has received a Declaration in Form DIR-8 from all the Directors stating that they are not disqualified
under section 164 of the Companies Act. 2013. The Company has also received Form MBP-1 from all the Directors under
Section 184 of the Companies Act. 2013.

During the year under review. Mr. Anand Bathiya retired as Independent Director of the Company w.e.f 03 February
2025 pursuant to completion of his tenure.

Further the Board of Directors upon the recommendation of the Nomination and Remuneration Committee, appointed
Mr. Sanjiv Mehta on 03 February 2025 as Independent Director of the Company for a term of five years w.e.f 03
February 2025. Accordingly the approval of the members was accorded vide postal ballot dated 28 April 2025.

In compliance with the Companies Act 2013 and SEBI
(Listing Obligation and Disclosure Requirements)
Regulations. 2015 (the Listing Regulations), the
Company has prepared Consolidated Financial
Statements of the Company and all of its subsidiaries.
The audited consolidated financial statements along
with the auditors report thereon forms part of this
Annual report. The consolidated financial statements
presented by the Company include the financial results
of all its subsidiaries. The audited standalone financial
statements of these entities have been reviewed by the
Audit Committee and the Board.

As the current tenure of Mr. Rasesh Babubhai
Kanakia (DIN: 00015857) and Mr. Himanshu

Babubhai Kanakia (DIN: 00015908) is about to
end on 30 April 2026. The Board of Director at
their meeting held on 30 July 2025, based on
recommendation of Nomination and Remuneration
Committee, re-appointed Mr. Rasesh Babubhai
Kanakia (DIN: 00015857) and Mr. Himanshu

Babubhai Kanakia (DIN: 00015908) as Executive
Directors of the Company for a period of 5 (Five)
years commencing from 01 May 2026 to 30 April
2031 and the effective date of their re-appointment
would be from expiry of their present term ending
on 30 April 2026, subject to the approval of the
members of the Company, on the terms and
conditions as set out in the Explanatory Statement
annexed to the Notice convening the Annual
General Meeting of the Company.

During FY 2024-25. there was no other change
in the Board of Directors of the Company except
the completion of the tenure of Mr. Anand Shailesh
Bathiya (DIN: 03084831) and appointment of Mr.
Sanjiv Batukbhai Mehta (DIN: 00237883) in his
place to occupy the office of an Independent
Director.

Your Company has 3 (Three) KMPs as on 31 March
2025. the Composition is as follows:

During the year under review. Mrs. Rashmi Jatin
Shah. Company Secretary and Compliance Officer
of the Company resigned from the position w.e.f
closing of business hours on 27 March 2025 and
Ms. Dhwani Vora was appointed as Company
Secretary and Compliance Officer w.e.f. 28 March
2025.

The Company has received necessary declarations
and disclosures from the Independent Directors under

Section 149(7) and Section 184(1) of the Companies Act.
2013 stating that they meet the criteria of independence
as laid down in Section 149(6) of the Companies Act.
2013 and under Regulation 16 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations.
2015 ("the Listing Regulations") and disclosing their
interest in form MBP-1.

Further, all Independent Directors of the Company have
submitted declarations confirming that:

1. The disqualifications mentioned under sections
164.167 and 169 of the Companies Act. 2013 do not
apply to them.

2. They have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act as
applicable.

3. They have registered themselves with Independent
Directors Database of The Indian Institute of
Corporate Affairs (‘IICAj and have cleared the
online proficiency test of MCA. as applicable.

4. They are not aware of any circumstances or
situations, which exist or may be reasonably
anticipated, that could impair or impact their
ability to discharge their duties with an objective
independent judgment and without any external
influence; and

The Board of the Company has taken the disclosures
and declarations on record after verifying the due
veracity of the same. In the opinion of the Board, all the
Independent Directors possess the integrity, expertise
and experience including the proficiency required to
be Independent Directors of the Company, fulfil the
conditions of independence as specified in the Act and
the SEBI Listing Regulations and are independent of the
management and have also complied with the Code
for Independent Directors as prescribed in Schedule IV
of the Act. The Directors and the senior management
personnel have affirmed compliance with the Code
of Conduct for Directors and Senior Management
Personnel.

The Independent Directors met on 03 February 2025
inter alia, to

a) Review the performance of the Non-Independent
Directors and the Board of Directors as a whole;

b) Review the performance of the Chairman of
the Company, taking into account the views of
Executive Directors and Non-Executive Directors

c) Assess the quality, content and timeliness of
the flow of information between the Company
Management and the Board that is necessary for
the Board to effectively and reasonably perform its
duties.

During the year, the Board met 6 (Six) times. The details
of which are given in the Corporate Governance Report
which forms part of Annual Report. The intervening gap
between the Meetings was within the period prescribed
under the Companies Act, 2013 and the SEBI (Listing
Obligation & Disclosure Requirements) Regulations,
2015.

The Company has complied with the applicable
mandatory Secretarial Standards issued by the Institute
of Company Secretaries of India.

The financial statements are prepared in accordance
with Indian Accounting Standards (Ind AS) under the
historical cost convention on accrual basis except for
certain financial instruments, which are measured at fair
values, the provisions of the Act (to the extent notified)
and guidelines issued by the Securities and Exchange
Board of India (SEBI). The Ind AS are prescribed under
Section 133 of the Companies Act, 2013 (‘the Act),
read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and Companies (Indian
Accounting Standards) Amendment Rules, 2016. The
Company has adopted all the Ind AS standards and the
adoption was carried out in accordance with applicable
transition guidance. Accounting policies have been
consistently applied except where a newly issued
accounting standard is initially adopted or a revision to
an existing accounting standard requires a change in
the accounting policy hitherto in use.

In terms of Section 134(5) of the Companies Act, 2013,
the directors would like to state that:

a) In the preparation of the annual accounts for
the year ended 31 March 2025 the applicable
accounting standards have been followed.

b) The Directors have selected such accounting
policies and applied them consistently and made
judgments and estimates that were 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 or loss of the
Company for the year.

c) The Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities.

d) The Directors have prepared the annual accounts
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 system to ensure
compliance with the provisions of all applicable
laws and that such system were adequate and
operating effectively.

The Board of Directors of your Company has constituted
various Committees as per the provisions of the Act &
SEBI LODR Regulations which as follows:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Securities Allotment Committee

The details with respect to the composition, powers,
roles, terms of reference, number of meetings held,
attendance at the meetings etc. of Statutory Committees
are given in detail in the Corporate Governance Report.

The Audit Committee of the Board has been constituted
in terms of SEBI (Listing Obligation & Disclosure
Requirements) Regulations, 2015 and Section 177 of
the Companies Act, 2013. The constitution and other
relevant details of the Audit Committee are given in the
Corporate Governance Report. All the recommendations
made by the Audit Committee were accepted by the
Board of Directors.

Pursuant to the provisions of the Companies Act, 2013
and Regulation 4(2)(f) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board

has carried out an evaluation of its own performance,
the directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration
Committees. A structured questionnaire was prepared
after taking into consideration inputs received from
the Directors, covering various aspects of the Boards
functioning such as adequacy of the composition of
the Board and its Committees, Board culture, execution
and performance of specific duties, obligations and
governance.

Your Company has an effective internal control and
risk-mitigation system, which are constantly assessed
and strengthened with new/revised standard operating
procedures. The Company has an Internal Control system,
commensurate with the size, scale and complexity
of its operations. The Internal and operational audit is
entrusted to M/s Deloitte Touche Tohmatsu India LLP, a
reputed firm of Chartered Accountants. Internal controls

were reviewed by designated firm and based on their
evaluation, it was concluded that the Companys internal
controls are adequate and were operating effectively as
of 31 March 2025. The main thrust of internal audit is to
test and review controls, appraisal of risks and business
processes, besides benchmarking controls with best
practises in the industry.

The Audit Committee ofthe Board of Directors actively
reviews the adequacy and effectiveness of the
internal control systems and suggests improvements
to strengthen the same. The Audit Committee of the
Board of Directors, Statutory Auditors and the Senior
Management are periodically apprised of the internal
audit findings and corrective actions taken. Audit
provides a key role in providing assurance to the Board
of Directors. Significant audit observations and corrective
actions taken by the management are presented to the
Audit Committee ofthe Board. To maintain its objectivity
and independence, the Internal Audit function reports to
the Chairman ofthe Audit Committee.

The Particulars of Loans, Guarantees and Investments
made by the Company if any as at 31 March 2025
covered under the provision of Section 186 of the
Companies Act, 2013 and are given in the Notes forming
part ofthe Financial Statements.

This policy deals with the review and approval of
related party transactions. The Board of Directors
of the Company has approved the criteria for giving
the omnibus approval by the Audit Committee within
the overall framework of the Policy on Related Party
Transactions.

Omnibus approval was obtained for related party
transactions which are of repetitive nature and entered
in the ordinary course of business and at arms length
basis. Pursuant to Regulation 23 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,

2015, all related party transactions were placed before
the Audit Committee on a quarterly basis, specifying the
nature, value and terms & conditions of the transactions
for their review and approval.

All related party transactions that were entered into
during the financial year were on arms length basis and
were in the ordinary course of the business.

The Disclosures as required under Indian Accounting
Standard - 24 (Ind AS-24) "Related Party Disclosures"

as notified under Rule 7 of the Companies (Accounts)
Rules, 2014 have been provided in Note No. 33 forming
part of the Standalone Financial Statements.

During the year, the Company had not entered into
any new contract / arrangement / transaction with
related parties which could be considered material
in accordance with the policy of the Company on a
materiality of related party transactions. Thus, disclosure
in form AOC-2 is not required.

employee to report genuine concerns regarding
unethical behaviour and mismanagement, if any. The
said mechanism also provides for strict confidentiality,
adequate safeguards against victimisation of persons
who use such mechanism and makes provision for
direct access to the Chairperson of the Audit Committee
in appropriate cases. No personnel have been denied
access to the Audit Committee pertaining to the Whistle
Blower Policy.

Functioning of the Policy is reviewed by the Audit
Committee / Board on periodical basis. During the
financial year ended 31 March 2025, the Company
has not received any complaint nor has any whistle
been blown off by any Directors and employees of the
Company.

Your Company has adopted a policy relating to
appointment of Directors, payment of managerial
remuneration, Directors qualifications, positive attributes,
independence of Directors and other related matters as
provided under section 178 (3) of the Companies Act,
2013 and Regulation 19 of SEBI Listing Regulations,
which includes:

• Criteria for identification of persons for appointment
as Directors and in senior management positions

• Criteria for determining qualifications, positive
attributes, independence of a Director

• Evaluation of performance

• Board Diversity

• Remuneration to Non-Executive Directors, Key
Managerial Personnel and Senior Management
and remuneration to other employees

• Policy Review

Your Company has formed a Whistle Blower Policy
for establishing a vigil mechanism for directors and

Risk management includes identifying types of risks
and its assessment, risk handling and monitoring and
reporting. The Company has laid down a well-defined
risk management mechanism covering the risk mapping
and trend analysis, risk exposure, potential impact and
risk mitigation process. A detailed exercise is being
carried out to identify, evaluate, manage and monitor
the principal risks that can impact its ability to achieve
its strategic objectives. The Board periodically reviews
the risks and suggests steps to be taken to control and
mitigatethe same through a properly defined framework.

Further, details are provided in the Management
Discussion and Analysis Report annexed to this Report.

The Company firmly believes that Corporate Social
Responsibility (‘CSR) is more than an obligation and
more than a duty which helps to create positive impact
on many lives. The Company persistently acts as a
prudent corporate citizen and maintains harmonious
relationship with the communities in which it operates to
give back to the society.

As a part of its Corporate Social Responsibility (CSR)
initiative, the Company has undertaken CSR projects and
programmes. These activities are in accordance with
CSR activities as defined under the Act. The Company
has a CSR Committee of Directors. Details about the
Committee. CSR activities and the amount spent during
the year, as required under section 135 of the Act and
the related Rules and other details are given in the CSR
Report as Annexure 2 forming part of this Report.

The CSR Policy lays down areas of activities, thrust areas,
types of projects, programmes, modes of undertaking
projects/ programmes, resources etc.

Pursuant to SEBI (Listing Obligations and Disclosure
Requirements) Regulations. 2015 ("SEBI LODR
Regulations"), the Management Discussion and
Analysis Report covering a wide range of issues relating
to Performance, outlook etc., is annexed as Annexure-A
to this report.

The Company is committed to maintain the highest
standards of the Corporate Governance. The detailed
report on Corporate Governance as stipulated under
Regulation 34(3) read with Schedule V of the SEBI LODR
Regulations forms part as Annexure-B to this report.
A Certificate from Mr. Dharmesh Zaveri. a Company
Secretary in Whole-time Practice and proprietor of
M/s. D.M. Zaveri & Co. confirming compliance of the
conditions of Corporate Governance as stipulated
under Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations. 2015 is annexed

as Annexure-C to this report.

At the 21^st Annual General Meeting held on 27
September 2023. "the members" approved the
appointment of M/s. KKC & Associates LLP (Formerly
known as Khimji Kunverji & Co LLP). Chartered
Accountants (Firm Registration No. 105146W) as
the Statutory Auditors of the Company for their
second consecutive term of five consecutive
years commencing from the conclusion of this 21^st
Annual General Meeting till the conclusion of the
26^th Annual General Meeting to be held in the year
2028.

There are no qualifications, reservations or
adverse remarks made by M/s. KKC & Associates
LLP. in their report on Standalone and Consolidated
Financial Statements and hence do not call for
any further explanation or comments from the
Board under Section 134(3) of the Companies Act.
2013.

The Notes on financial statements referred to in the
Auditors Report are self-explanatory and do not
call for any further comments.

During the year, the Statutory Auditors had not
reported any matter under Section 143(12) of the
Companies Act. 2013.

Pursuant to Section 204(1) of the Companies
Act 2013 with Regulation 24A of SEBI LODR
Regulations, your Company had appointed Mr.
Dharmesh Zaveri. a Company Secretary in Whole-
time Practice having Certificate of Practice No.
4363 and Membership No. 5418 as its Secretarial
Auditor to conduct the secretarial audit of the
Company for FY 2024-25. The Company provided
all assistance and facilities to the Secretarial
Auditor for conducting their audit. The Secretarial
Audit Report is included as Annexure 3 and forms
an integral part of this report. The Secretarial
Audit Report does not contain any qualification,
reservation or adverse remark.

Further, in line with Regulation 24A(1)(B) of the
SEBI LODR Regulations as amended from time
to time, the secretarial auditor shall be appointed
for a term of 5 (Five) consecutive years subject to
approval of the members. In view of the above, it
is recommended to appoint M/s D.M. Zaveri & Co..
Practising Company Secretaries. Mumbai, a peer

Reviewed Firm to conduct a Secretarial Audit for
a term of 5 (Five) consecutive years commencing
from FY 2025-26 up to FY 2029-30.

During the year, the Secretarial Auditors had not
reported any matter under Section 143(12) of the
Companies Act. 2013. Therefore, no detail is
required to be disclosed under Section 134(3)(ca)
of the Companies Act. 2013.

Pursuant to Section 138 of the Companies Act. 2013
and the Companies (Accounts) Rules. 2014. the
Board of Directors of the Company had appointed
M/s. Deloitte Touche Tohmatsu India LLP. as an
Internal Auditor of the Company for the FY 2025-26.

No disqualifications, reservations, adverse remarks
or disclaimers have been reported in the Auditors
Reports, requiring any explanation or comments by
the Board of Directors of the Company.

There are no qualifications, reservations or adverse
remarks or disclaimers made by the Statutory Auditors
on the Financial Statements of the Company, in their
report for the financial year ended 31 March 2025.

Since the Company does not own any manufacturing
facility, the other particulars relating to conservation of
energy and technology absorption stipulated in the with
Rule (8)(3) of the Companies (Accounts) Rules. 2014 are
not applicable to the Company.

The Company has not made any foreign exchange
outgo towards traveling, marketing and import of Capital
Goods.

The Company is committed to provide a healthy
environment to all the employees and thus does
not tolerate any sexual harassment at workplace.
The Company has in place a "Policy against Sexual
Harassment" of Women at Workplace (Prevention.
Prohibition and Redressal) Act. 2013. All employees
are covered under the policy. There was no complaint
received from any employee during FY 2024-25 and

hence no complaint is outstanding as on 31 March 2025
for redressed.

Also the Internal Complaints Committee as required to be
constituted by the Company has been duly constituted
as per policy underthe Sexual Harassment of Women at
Workplace (Prevention. Prohibition and Redressal) Act.
2013

The Policy is uploaded on the website of the Company
at https://www.moviemax.co.in/investors

Further. As per Companies (Accounts) Second
Amendment Rules. 2025. the law mandates for
representing the following details:

The Company has complied with the provisions of the
Maternity Benefit Act. 1961 during the financial year
under review. All eligible women employees were
extended the benefits as prescribed under the Act.
including paid maternity leave, nursing breaks, and
creche facility (where applicable). The Company remains
committed to ensuring a safe, inclusive, and supportive
work environment for all its employees.

Your Company had 318 (including Directors) employees
as of 31 March 2025. There are 294 male and 24 female
employees as on the financial year end.

The disclosure required in terms of Section 197(12) of
the Companies Act 2013 read along with Rule 5(1) of
the Companies (Appointment and Remuneration of
Managerial Personnel) Rules. 2014 is annexed herewith
as Annexure 4 and forms part of this Report.

The Board of Directors has approved a Code of
Conduct which is applicable to the Members of the
Board and all employees in the course of day to day

business operations of the Company. The Company
believes in "Zero Tolerance" against bribery corruption
and unethical dealings/ behaviours of any form and
the Board has laid down the directives to counter such
acts. The Code has been uploaded on the Companys
website https://www.moviemax.co.in/investors

The Code lays down the standard procedure of
business conduct which is expected to be followed by
the Directors and the designated employees in their
business dealings and in particular on matters relating
to integrity in the work place, in business practises and
in dealing with stakeholders.

All the Board Members and the Senior Management
personnel have confirmed compliance with the Code.

The Board of Directors has adopted the Insider
Trading Policy in accordance with requirements of
SEBI (Prohibition of Insider Trading) Regulations. 2015
("SEBI Insider Code"). The Insider Trading Policy of the
Company lays down guidelines and procedures to be
followed and disclosures to be made while dealing with
shares of the Company, as well as the consequences of
violation. The Policy has been formulated to regulate,
monitor and ensure reporting of deals by employees
and to maintain the highest ethical standards of dealing
in Company Securities.

The Board has approved and adopted revised Code
of Conduct for prohibition of Insider Trading and Code
for fair Disclosure pursuant to the requirements of SEBI
(Prohibition of Insider Trading) (Amendment) Regulation.

2018 with effect from 30 May 2023.

Pursuant to Section 148 of the Companies Act. 2013
read with the Companies (Cost Records and Audit)
Rules. 2014. the activity of your Company falls under
Non-regulated sectors and hence, maintenance of cost
record is not applicable to the Company for FY 2024-25.

Pursuant to the applicable provisions of the Companies
Act. 2013. read with the IEPF Authority (Accounting. Audit.
Transfer and Refund) Rules. 2016 ("the IEPF Rules"),
all unpaid or unclaimed dividends are required to be
transferred by the Company to the IEPF. established by
the Government of India, after the completion of seven
years. Further, according to the IEPF Rules, the shares
on which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall
also be transferred to the demat account of the IEPF
Authority.

There are no significant material orders passed by the
Regulator. Courts or Tribunal which would impact the
going concern status of the Company and its future
operations.

There have been no material changes and
commitments affecting the financial position of the
Company, occurred between end of financial year and
date of this Report.

No disclosures are required in respect of sub rule xi &
xii of Rule 8(5) of The Companies (Accounts) Rules. 2014
read with Section 134(3)(q) as the same is not applicable
to the Company during the Financial Year

Your Company has been able to perform better with the
continuous improvement in all functions and areas which
coupled with an efficient utilisation of the Companys
resources led to sustainable and profitable growth of
the Organisation. Your Directors express their deep
sense of appreciation and extend their sincere thanks
to every employee and associates for their dedicated
and sustained contribution and they look forward the
continuance ofthe same in future.

Your Board takes this opportunity to thank our, clients,
business partners, shareholders and bankers for
the faith reposed in the Company and also thank the
Government of India, various regulatory authorities and
agencies for their support and looks forward to their
continued encouragement. Your Directors are deeply
touched by the efforts, sincerity and loyalty displayed
by the employees without whom the growth was
unattainable. Your Directors wish to thank the investors
and shareholders for placing immense faith in them and
the plans designed for growth of your Company. Your
Directors seek and look forward to the same support in
future and hope that they can continue to satisfy you in
the years to come.