Filmcity Media Ltd Directors Report

To,

The Members,

FILMCITY MEDIA LIMITED

Your directors have pleasure in presenting the 30th Annual Report of Filmcity Media Limited ("Your Company/ the Company) together with the Audited Financial Statements of the year ended March 31, 2024.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review.

The highlights of Financial Results on Standalone basis for the Financial Year ended on March 31, 2024 are as follows:

(fin lakhs)

PARTICULARS	Year ended 31.03.2024	Year ended 31.03.2023
Total Revenue from Operations	201.03	0.00
Other Income	0.59	0.00
Total Income	201.62	0.00
Depreciation and Amortization Expense	0.19	0.24
Total Expenses	192.48	36.99
Profit (Loss) Before Tax	9.15	(36.99)
Tax Expenses/Deferred Tax	0.03	0.00
Net Profit/(Loss) After Taxation	9.12	(36.99)

2. OPERATIONS REVIEW-STANDALONE

Your Company has earned Income from Operation and Profit before Tax aggregated to Rs. 201.62 Lakhs and 9.15 Lacs during the current year, respectively as compared income from operation is 0.00 Lacs and Profit/(Loss) before tax (36.99) Lacs during the previous year.

3. ACCOUNTING METHOD

Company were required to comply with the Indian Accounting Standards (IND-AS) for the preparation of the Financial Statements. Accordingly, the annual financial statements for the year ended March 31,2024 are prepared as per IND-AS.

4. STATE OF COMPANYS AFFAIRS

The Company is engaged in the business of Film production, Distribution and Exhibition. Detailed information on the operation of the Company and details on the state affairs of the Company are covered in the Management Discussion and Analysis Report attached to this Report.

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company

6. TRANSFER TO RESERVES

During the year under review, the Company has transferred amount of Rs. 9.12 lacs to the General Reserves. As on 31st March, 2024, Reserves and Surplus (other equity) of the Company were at (2.52) lakhs.

7. DIVIDEND

The Board of Directors of the Company has not recommended any dividend on the equity shares of the Company for the financial year 2023-2024 due to conservation of profits.

8. SHARE CAPITAL

As on March 31,2024, the Authorized Share Capital of the Company was Rs. 30,00,00,000. The paid-up equity share capital of the Company as on March 31,2024 was Rs. 3,05,70,969/- comprising of 3,05,70,969 Equity shares of Face Value of 1/- each. During the year under review, there were no changes in capital structure of the Company. Your Company has not issued any equity shares with differential rights as to dividends, voting or otherwise, or any convertible securities, warrants or Sweat Equity shares. Your Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

9. LISTING OF SHARES AND LISTING FEES

The equity shares of the Company are listed on BSE Limited vide Scrip Code 531486. Your Company has paid the Annual Listing Fee up to date and there are no arrears. Further the trading of equity shares of your Company started by BSE Limited w.e.f July 18, 2024. The BSE have nation-wide trading terminals and therefore provide full liquidity to the investors.

10. DEPOSITS

Your Company has not accepted or invited any Deposits from the public and consequently no Deposits have matured/become due for re-payment as on 31st March, 2024.

11. RISK MANAGEMENT FRAMEWORK

The Company has a robust internal business management framework to identify, evaluate business risks and opportunities which seeks to minimize adverse impact on the business objectives and enhance the Companys business prospects. Risk Management is an Integral part of the Companys business strategy

12. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board has pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, framed "Vigil Mechanism (Whistle Blower) Policy" ("the Policy") to deal with instances of fraud and mismanagement, if any. This Policy has been formulated to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns from time to time. The said policy is placed on the website of the Company and may be accessed at a link https://filmcitym.com/wp-content/uploads/2024/03/VIGIL-MECHANISM-WHISTLE- BLOWER-POLICY.pdf

13. POLICIES

The Company has adopted the various policies in compliance with the provisions of SEBI (LODR) Regulations, 2015:

1. Policy for Determination of Materiality of Disclosures.

2. Policy on Materiality of Related Party Transactions.

3. Adoption of policy on preservation of documents.

4. Adoption of archival policy.

5. Policy on determine materiality of event

6. Risk Management Policy

The details of the Policy are available on the website of the Company at www.filmcitym.com

14. DEMATERILISATION OF SHARES

Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no. INE600B01033 has been allotted for the company. Therefore, the member and/or investors may keep their shareholding in the electronic mode with their Depository Participates

15. BOARD OF DIRECTORS

The Composition of Board of Directors of the Company is in accordance with the Companies Act, 2013 and Regulation 17 of the SEBI LODR, 2015. Our Company has an appropriate combination of Executive, Non- Executive and Independent Directors including an Independent Woman Director to maintain independence and efficiency of the Board in its functions of governance and management.

Our Companys directors are highly experienced professionals in their respective functional areas and provide directions to the management on operational issues, adoption of systems and best practices in management and oversight of compliance of various legal and other requirements. The members of our Board are from diverse backgrounds with exceptional skills and experience in critical areas like Stock Market, finance, entrepreneurship and general management. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory as well as business requirements.

The Company believes that an active and well-informed Board is necessary to ensure highest standards of corporate governance. All statutory and other significant and material information are placed before the Board to enable it to discharge its fiduciary duties keeping in mind the interests of all its stakeholders and the Companys corporate governance philosophy.

The Board of Directors complies with the provisions of SEBI LODR, 2015 and Companies Act, 2013 in regard to the meetings of the Board and Committees thereof. The Management and Board of the Company continuously and actively supervise the arena of Corporate Strategy, planning, external contracts and other board matters on continual basis. The Senior Management Personnel heading separate divisions are responsible for day to day operations of their respective divisions.

Board Composition

The Board of Directors (Board) has an optimum combination of Executive and Non-Executive Directors, representing a blend of professionalism, knowledge and experience. The size and composition of the Board meet the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). As on March 31,2024, the Board comprises of 5 Directors out of which 1 is Managing Director, 2 are Executive Director, 2 are Non-Executive Independent Directors. All Directors are competent and experienced personalities in their respective fields.

The Independent Directors neither have any pecuniary relationship or transactions with the company, nor with the promoters, and management, which may affect independence or judgment of the directors in any manner. All the Independent Directors have satisfied the criteria/conditions of independence as laid down in Regulation 16(1 )(b) of the SEBI LODR , 2015 and Section 149(6) of Companies Act, 2013. The Independent Directors have confirmed that they have registered their names in the databank maintained with the Indian Institute of Corporate Affairs (IICA). The Board periodically evaluates the need for change in its composition.

Pursuant to Section 164(2) of the Act, all the Directors have also provided annual declarations that they have not been disqualified to act as Directors. The number of Directorship(s), Committee Membership(s) / Chairmanship(s) of all Directors is within respective limits prescribed under the Act and SEBI LODR, 2015 as amended from time to time.

Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

Mr. Surendra Ramkishore Gupta, Managing Director, Mr. Mohit Jain, Executive Director cum CFO, Mrs. Kirti Vishnu Tiwari, Executive Director cum CEO and Mrs. Raksha Kumari, Company Secretary of the Company

Board Meetings

The Board meets at regular intervals to discuss and decide on the Companys business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. if the need arises, the Boards or Committees approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, in accordance with the applicable law.

The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision

Number of Board Meetings

During the year under review, five (5) Board Meetings were held during the financial year 2023-24, on April 06, 2023; May 19, 2023; August 04, 2023; November 08, 2023 and February 09, 2024.

Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, Board Committees, and Individual Directors in accordance with the Act, Listing Regulations, and Governance Guidelines. The Nomination and Remuneration Committee led an internal evaluation process to assess the performance of the Board, its committees, and individual directors.

The performance of Individual Directors was reviewed by the Board and the NRC, with criteria such as preparedness, constructive contributions, and input in meetings. Non Independent Directors, the Board as a whole, and the Chairman of the Company were evaluated at a separate meeting of Independent Directors. The evaluation results were discussed at the Board meeting, where an action plan was agreed upon.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race, and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy, as a part of NRC Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is hosted on the website of the Company at www.filmcitym.com.

Appointment of Independent Directors

Your Company has appointed following Two (Two) Independent Directors including 1 (one) Women Director.

• Ms. Priyanka Singh (DIN: 08752330)

• Mr. Nitesh Singh (DIN: 08751700)

The Board further confirms that the Independent Directors also meet the criteria of expertise, experience and integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Independent Directors

Ms. Priyanka Singh and Mr. Nitesh Singh are Independent Directors on the Board Re-appointment of Directors retiring by rotation

Pursuant to the provision of Section 152 of the Companies Act, 2013, ("Act") and articles of association of the Company, Mr. Surendra Ramkishore Gupta (DIN: 00778018) Managing Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offer himself for reappointment. The Board recommended her re-appointment for consideration at the ensuing AGM. The disclosures required regarding appointment / re-appointment of Mr. Surendra Ramkishore Gupta (DIN: 00778018) pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

16. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 178 of the Act and Regulation 19 of Listing Regulations, the Nomination and Remuneration Committee (NRC) has formulated "Nomination and Remuneration Policy" which deals inter-alia with the appointment and remuneration of Directors, Key Managerial Personnel, Senior Management and other employees. The said policy is uploaded on the website of the Company and web- link thereto is https://filmcitvm.com/wp-content/uploads/2024/03/NRC-Policv.pdf

The salient features of the policy are as under:

1. Criteria for appointment:

a. NRC shall identify, ascertain and consider the integrity, qualification, expertise and experience of the person for the appointment as a Director of the Company and recommend to the Board his / her appointment. The Directors shall uphold ethical standards of integrity and probity and shall exercise their duties and responsibilities in the interest of the Company.

b. A person proposed to be appointed as Director should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. They shall possess appropriate core skills/ expertise/ competencies/ knowledge in one or more fields of finance, law, management, and marketing and administration, in the context of business and/or the sector in which the company operates. The NRC has the discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

c. The Company shall comply with the provisions of the Act and Listing Regulations and any other laws if applicable for appointment of Director of the Company. The Company shall ensure that provisions relating to limit of maximum directorships, age, term etc. are complied with.

2. Remuneration of the Whole Time /Executive Director(s) / Managing Director:

a. The remuneration including commission payable to the Whole Time /Executive Director(s) / Managing Director shall be determined and recommended by the NRC to the Board for approval.

b. While determining the remuneration of the Executive Directors, following factors shall be considered by the NRC/ Board:

• Role played by the individual in managing the Company including responding to the challenges faced by the Company

• Individual performance and company performance so that remuneration meets appropriate performance benchmarks

• Reflective of size of the Company, complexity of the sector/ industry/companys operations and the Companys financial position.

3. Remuneration to Non- Executive / Independent Directors:

Sitting Fees: Independent Directors are entitled for sitting fees for attending meetings of the Board or Committee of the Board or for any other purposes as may be decided by the Board, of such sum as may be approved by the Board of Directors of the Company within the overall limits prescribed under the Act and the rules made there under, Listing regulations or other applicable law.

17. COMMITTEES OF THE BOARD

As required under the Act and the Listing Regulations, the Company has constituted the following statutory committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee 18 AUDIT COMMITTEE:

The Audit Committee is duly constituted by the Board of Directors of the Company in accordance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Audit Committee as on March 31,2024, comprises of the following directors:

Ms. Priyanka Singh, Chairperson Mr. Nitesh Singh, Member Ms. Kirti Vishnu Tiwari, Member

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

19. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of Directors is duly constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 & Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee as on March 31, 2023, comprises of the following directors:

Mr. Nitesh Singh, Chairperson

Ms. Priyanka Singh, Member

Mr. Mohit Jain, Member

20. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee looks into redressal of Shareholders/Investors complaints related to transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends, among others.

The Committee has such term of reference, role, responsibility and powers as specified in Section 178 of the Companies Act, 2013 and in the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015, as amended from time to time.

Composition of Stakeholders Relationship committee meets the criteria laid down in Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

Ms. Priyanka Singh, Chairperson

Mr. Nitesh Singh, Garg, Member

Mr. Surendra Ramkishore Gupta, Member

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

During the year under review, the Company has not provided any loans, given any guarantee to any Body Corporate under Section 186 of the Companies Act, 2013. Further, the Company has not made an investments under the said section of the companies act, 2013

22. PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (the PIT Regulations), as amended from time to time, The Board of Directors has adopted the code of "Code Of Practices & Procedures For Fair Disclosure Of Unpublished Price Sensitive Information" under Regulation 8(1) of the PIT Regulations. Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The above said code have been uploaded on the website of the company and also in accordance with the PIT Regulations. Your Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

23. RELATED PARTY TRANSACTIONS

Transaction entered with related parties for the year under review were in the ordinary course of business and are placed before the Audit Committee on regular basis. All the transactions entered with related parties do not attract the provisions of Section 188 of the Companies Act, 2013 none of the Directors have any pecuniary relationships or transactions with the Company. The related party transactions entered into by the Company are disclosed in Note no 26 of the Notes to Accounts. No transactions were entered into by the Company then disclosure of Form AOC-2 not required. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at www.filmcitvm.com.

Your Company has adopted a policy on Related Party Transactions and it has been uploaded on the Companys website at https://filmcitym.com/wp-content/uploads/2024/03/RPT.pdf

24. HOLDING/ SUBSIDIARY/ ASSOCIATE/ JOINT VENTURE

The Company is not having any subsidiary or associate or joint venture, it is not required to consolidate the financial statements in terms of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. the Company has framed a policy for determining material subsidiaries, which can be https://filmcitvm?Com/wp-content/uploads/2024/03/POLICY-ON-MATERIAL-SUBSIDIARIES?Pdf

25. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

? In the preparation of the annual accounts for the year ended March 31,2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

? such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2024, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2024 and of the Profit of the Company for the year ended on that date;

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

? the annual financial statements for the year ended March 31, 2024, have been prepared on a going concern basis;

? internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

? Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

26. APPOINTMENT OF INDEPENDENT DIRECTORS

Your Company has appointed following 2 (Two) Independent Directors including 1 (one) Women Director Ms. Priyanka Singh (DIN: 08752330)

Mr. Nitesh Singh (DIN: 08751700)

The Board further confirms that the Independent Directors also meet the criteria of expertise, experience and integrity in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

27. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from Independent Director(s) confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and independent of the management. Independent Director(s) has already registered with MCA Databank of Independent Directors in terms of section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, and also given the online selfassessment proficiency test and cleared the same within the timelines as prescribed by MCA, to whomever it was applicable. The Independent Directors comply with the Code of Conduct prescribed under Schedule IV of the Companies Act, 2013, and the Code of Business Conduct adopted by the Company.

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

The Provision of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared.

29. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has in place Familiarization Programme for the Independent Directors to familiarize them about the Company and their role, rights and responsibilities in the Company. At the time of appointment of a Director (including Independent Director), a formal letter of appointment is given to them, which inter alia explains the role, function, duties and responsibilities expected from them as Directors of the Company. The draft letter of appointment containing terms and conditions of their appointment is available on the website of the Company www.filmcitym.com. The Director is also explained the compliances required from him/her under the Companies Act, 2013, Listing Regulations and other applicable laws. The Chairman also does one to one discussion with the newly appointed Directors to familiarize them with the Companys operations. On the request of the individual director, site visits to plant locations are also organized by the company for the directors to enable them to understand the operations of the Company. Further, on an ongoing basis as a part of Agenda of Board meetings, discussions are made on various matters inter alia covering the Companys business and operations, Industry and regulatory updates etc. The Familiarization Programme and details of Familiarization Programme imparted during 2023-24 are uploaded on the website of the Company www.filmcitym.com.

30. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTOR

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience, and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations during the financial year under review.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under subsection (3) of Section 178 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent.

There was no change carried in such policy during the year under review.

The web link of the Remuneration Policy is https://filmcitym.com/wp-content/uploads/2024/03/NRC- Policy.pdf.

31. CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Companys Board. A copy of the code has been upload on the Companys website at www.filmcitym.com. Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter-alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them. The Insider Code also requires pre-clearance for dealing in the Companys shares and prohibits dealing in Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

32. CORPORATE GOVERNANCE REPORT

As per the Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, issued by the Securities Exchange Board of India and as per the Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Therefore, the Company is not falling under aforesaid applicability criteria, prescribed in SEBI Circular as mentioned aforesaid, and does not require to prepare and attach the report on Corporate Governance with this Annual Report.

33. MANAGEMENT RESPONSIBILITY REPORT

Your Company is not Mandatorily required to submit Business Responsibility Report for the year ended March 31, 2024 as stipulated under Regulation 34 of the SEBI Listing Regulations, Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within stipulated time from the date on which the provisions become applicable to the Company.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

35. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year under review.

36. CORPORATE SOCIAL RESPONSIBILITY

The Company has not implemented any Corporate Social Responsibility initiative as the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company and consequently, the reporting requirements thereunder do not at present apply to your company.

37. DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000. The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2024, 97.63% of the Companys Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE600B01033.

38. AUDITORS STATUTORY AUDITORS

In accordance with the provisions of Section 139 of the Act, based on the recommendation of the Audit Committee of the Company, the Board of Directors on January 30, 2023, Re-appointed of M/s Bhatter & Associates Chartered Accountants (Firm Registration No.131411W), as the Statutory Auditor of the Company for a period of 5 (Five) years, to audit the financial statement so the Company for the financial year from 2022-23 to 202627, by the members of the Company at their Annual General Meeting held on March 18, 2023.

The Statutory Auditors M/s. Bhatter & Associates, Chartered Accountants have issued their reports on Financial Statements for the year ended March 31,2024 and there are no adverse remarks or qualifications in the said report.

39. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

40. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act, read with rules thereunder, the Board at its meeting held on August 04, 2023 had appointed M/s. VRG & Associates, Practicing Company Secretaries (Membership No. 33236 & Peer review Certificate No. 1678/2022) to conduct Secretarial Audit of the Company for the year ended March 31, 2024. The Secretarial Audit Report issued by them in Form No. MR-3 is provided as an "Annexure-I" to this Report.

41. COST RECORDS AND AUDITORS

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

42. PARTICULARS OF EMPLOYEES

The Percentage increase in remuneration, ratio of remuneration of each director and key Managerial Personnel (KMP) as required under Section 197(12) of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of Annexure- II to this Board report.

43. ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31,2024 on its website at www.filmcitym.com and web-links thereto are given below:

Annual Return for FY 20232-24: https://filmcitvm.com/wp-content/uploads/2024/08/Draft-Form MGT 7.pdf

44. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(A) CONSERVATION OF ENERGY

Wherever possible, energy conservation measures have been implemented. However, efforts to conserve and optimize the use of energy through improved operational methods and other means are being undertaken on an on-going basis

(B) TECHNOLOGY ABSORPTION

Not applicable since the Company is not in its operational face during the year under review.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO -

(a) Foreign Exchange Earnings: Nil

(b) Foreign Exchange Out go: Nil

45. STATUTORY DISCLOSURES

The Company has made disclosures in this Report for the items prescribed in section 134(3) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the financial year under review. Further, no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the Financial Year under review:

a) Public Deposits (Deposit from the public falling within the ambit of section 73 of the Act and the Rules made thereof):

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise:

During the Financial Year under review, the Company has not issued shares with differential voting rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme:

Your Company has not issued any shares including sweat equity shares to employees of the company under any scheme during the Financial Year under review.

d) Disclosure under section 67(3) of the Companies Act, 2013:

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4)of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable during the period under review.

e) Disclosure under the Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

Since, there were no Employees in the Company except KMP hence, it was not required to formulate and adopt a Policy on Prevention of Sexual Harassment and constitute an internal compliant committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

f) Significant and Material Orders Passed by the Regulators or Courts:

There have been no any other significant and material orders passed by Regulators or Courts or Tribunals impacting the going concern status and the future operations of the Company.

g) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016:

There were no application against the Company that has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or Financial institutions.

46. ACKNOWLEDGEMENTS AND APPRECIATION

The Board also would like to thank our shareholders, vendors, service providers, bankers and all other stakeholders for their continued and consistent support to the Company during the year.

Finally, the Directors wish to express their gratitude to the members for their unwavering trust and support. Your Directors trust that you will consider the working results satisfactory.

	For and on behalf of the Board
	FILMCITY MEDIA LIMITED
	Sd/-
	(Nitesh Singh)
	Chairman
Place : Mumbai	DIN: 08751700
Date : 14-05-2024