Directors Report of Balaji Telefilms Ltd.

Mar 31, 2025

The Board of Directors of Balaji Telefilms Limited ("the Company”) have pleasure in presenting the 31^st Annual Report
along with the Audited Financial Statements (standalone and consolidated) of the Company for the Financial Year ended
March 31, 2025.

COMPANY OVERVIEW

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

FINANCIAL HIGHLIGHTS

The salient features of the Company''s financial statement for the year under review are as follows:

(H in Lacs)

PARTICULARS	STANDALONE		CONSOLIDATED
	2024-2025	*2023-2024	2024-2025	2023-2024
Income from operations	45,308.92	62,070.19	45,308.92	62,512.59
Less: Operating Expense	46,039.95	57,360.03	46,681.47	57,914.96
Operating Profit/(Loss)	(731.03)	4,710.16	(1,372.55)	4,597.63
Less: Interest	337.01	1,054.01	337.38	1,056.41
Less: Depreciation	742.34	785.61	753.40	812.00
Operating Profit/(Loss) after interest and depreciation	(1810.38)	2,870.54	(2,463.33)	2,729.22
Add: Other income	1,392.40	631.70	1,443.64	598.52
Profit/(Loss) Before Tax	(417.98)	3,502.24	(1,019.69)	3,327.74
Less: Provision for taxation	(9,477.20)	1,389.71	(9,477.20)	1,389.71
Net profit / (loss) after tax	9,059.22	2,112.53	8,457.51	1,938.03
Other Comprehensive Income/(loss)	(35.40)	(3.55)	(31.42)	(3.10)
Less: Net loss attributable to Non-controlling Interest	-	-	(250.52)	(40.80)
Net profit/(Loss) attributable to owners of the Company	9,023.82	2,108.98	8,676.61	1,975.73
Balance of retained earnings	37,397.54	35,288.56	36,130.00	34,154.27
Impact of change in Ownership	-	-	-	-
Transfer to retained earnings for employee share options (vested)
Capital Reduction on Merger	(1,113.23)	-	(1,113.23)	-
Sub Total	45,308.13	37,397.54	43,693.38	36,130.00
Appropriations:
Share issue expenses	-	-	-	-
Conversion of preference shares into equity	-	-	-	-
Payment of dividend	-	-	-	-
Dividend distribution tax	-	-	-	-
Balance carried to balance sheet	45,308.13	37,397.54	43,693.38	36,130.00

COMPANY''S PERFORMANCE

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

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

Additional information regarding Company''s business
operations and state of Company''s 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, 2025, 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 2024-25.

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
H45,308.13 Lacs is proposed to be retained in the
statement of profit and loss account.

BORROWINGS

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

FUNDS RAISED DURING THE FINANCIAL YEAR
2024-25 THROUGH PREFERENTIAL ALLOTMENT

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

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

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

SHARE CAPITAL

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

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

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

2) The Board of Directors of the Company approved
the allotment of 1,78,59,776 (One Crore Seventy-
Eight Lac Fifty-Nine Thousand Seven Hundred and
Seventy-Six) Equity Shares of the Company of face
value of H2/- (Rupees Two) each ("Equity Shares”),
on preferential basis to Promoter Group and certain
entities/individual belonging to Non-Promoter
category on February 07, 2025. Accordingly, there
has been an increase in the paid-up capital from
H20,34,57,936 comprising of 10,17,28,968 Equity
Shares of H2/- each, and the paid-up capital as at
the end of the financial year 2024-2025 stood at
H23,91,77,488 comprising of 11,95,88,744 Equity
Shares of H2/- each.

3) The Hon’ble National Company Law Tribunal,
Mumbai Bench (''NCLT'') vide its order dated June 10,
2025 (''Order'') has approved the Composite Scheme

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

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 and 74 of the Companies Act,
2013 ("the Act”) read with the Companies (Acceptance of
Deposits) Rules, 2014. There are no outstanding deposits
at the end of the Financial Year 2024-25. 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.

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 Board’s 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, 2025, your Company has the
following Subsidiaries:

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. 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.

3. ALT DIGITAL MEDIA ENTERTAINMENT LIMITED
(ALT Digital)*

The Company’s ''direct-to’ consumer digital content
business is housed under ALT Digital. The Company
focuses on creating original and exclusive content
for India’s Digital Audience. It was a wholly-owned
subsidiary of the Company.

4. MARINATING FILMS PRIVATE LIMITED (MFPL)*

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

*Post the closure of Financial Year and as on the date of this
report, 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 stands approved by the Hon’ble National Company
Law Tribunal, Mumbai Bench (''NCLT’). The Appointed Date for
the Scheme is April 01, 2024. The Company filed the certified
copy of Order of Hon’ble NCLT with the Registrar of Companies,
Mumbai, Maharashtra in Form INC-28 on June 20, 2025.
Accordingly, consequent upon the Scheme becoming effective,
Alt Digital Media Entertainment Limited and Marinating Films
Private Limited, the Transferor Companies and wholly-owned
subsidiaries of the Company, stands dissolved and cease to
be the wholly-owned subsidiaries of the Company effective
June 20, 2025.

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 Board’s Report.

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 SCHEME (ESOP
SCHEME)

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

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

http://www.balajitelefilms.com/pdf/ESOP%20details%20

2024-25%20-%202023%20Scheme.pdf

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

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

Members seeking to inspect certificate from AVS
& Associates, Practising Company Secretaries, the
Secretarial Auditors of the Company, with respect to the
implementation of ESOP Scheme, are required to send an
email to [e-mail].

ANNUAL RETURN

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

MEETINGS OF THE BOARD

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

It may be noted that during the year under review, the
Board Meeting to inter-alia consider and adopt the Audited
Financial Results for the Financial Year ended March 31,
2025 was held on July 03, 2025, as the order sanctioning
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 was passed

by Hon’ble NCLT on June 10, 2025. The Company wanted
to give effect to the Composite Scheme of Arrangement
of wholly owned subsidiaries in the accounts of the
Company from the Appointed Date i.e. April 01, 2024.
This facilitated reporting of accurate and correct financial
position of the Company on standalone and consolidated
basis for Financial Year 2024-25 and ensured that the
Audited Financial Results (standalone and consolidated)
for the Financial Year 2024-25 (commencing from April
01, 2024, which is the appointed date) give a true and fair
view of the financials, post giving effect to the Composite
Scheme of arrangement between the Company and its
wholly owned subsidiaries.

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, 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, 2025, and post closure of financial year, till the
date of this Report

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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, and their continued association
as Directors will be of immense benefit and in the best
interest of your Company.

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

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.
The Board of Directors expressed their satisfaction with
the evaluation process.

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 Financial Year 2026-27. Deloitte Haskins and Sells
LLP, Chartered Accountants, have confirmed that they are
not disqualified as per Section 141 of the Companies Act,
2013 from continuing as Auditors of the Company.

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

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 2024-25.

Secretarial Audit Report issued by AVS & Associates,
Practicing Company Secretaries in Form No. MR-3 for
the Financial Year 2024-25 is appended as Annexure II
to the Board’s Report. The Company has complied with the
provisions of Companies Act, 2013 and other applicable
laws, the said Report does not contain any qualification,
reservation, disclaimer or observation, except the following:

1. The composition of the Board was not in conformity
with the requirements of Regulation 17(1)(b) of the
Listing Regulations for the period from April 1, 2024
to May 27, 2024.

2. The composition of the Audit Committee was not
in conformity with the requirements of Regulation
18(1) of the Listing Regulations for the period from
May 15, 2024, to May 27, 2024.

3. The composition of the Nomination and
Remuneration Committee was not in conformity
with the requirements of Regulation 19(1) of the
Listing Regulations for the period from May 15,2024,
to May 27, 2024.

Comments:

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

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 Company’s 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. Ernst & Young LLP (EY),
Chartered Accountants, acted as the Internal Auditors
for the Financial Year 2024-25. 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 2024-25, 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, 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 2024-25.

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.

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

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

The Annual Report on CSR activities is annexed here
with as Annexure III to the Board’s 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.balaiitelefilms.com/pdf/
NRC%20Policv%20last%20amended%20Julv%20
03.%202025.pdf.

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

d) POLICY ON MATERIAL SUBSIDIARIES

The Company’s Policy on material subsidiaries is
available on the Company’s website and can be
accessed at the link: http://www.balajitelefilms.com/
pdf/Policy%20for%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 Company''s
operations and growth. The said Policy is reviewed
by the Risk Management Committee from time-
to-time, in accordance with the requirements of
aforesaid Regulation. The Board of Directors does
not foresee any immediate risk of this nature.

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

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 Company’s website at
http://www.balajitelefilms.com/pdf/RPT%20Policy%20
last%20updated%20November%2014.%202024.pdf

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

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

g) PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Your Company is an equal employment opportunity
employer and is committed to provide a safe and
conducive work environment that enables women
employees to work without fear of prejudice,
gender bias and sexual harassment. The Company
always believes in transparency, honesty, equality,
antiracism and fairness to all stakeholders including
women employees of the Company. They have right
to be treated with dignity and as per the Company’s
framework. Harassment of any kind including
sexual harassment is forbidden. The Company
has ''Zero Tolerance’ approach towards any act of
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, 2025, no complaint pertaining
to sexual harassment was received by the Company.

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

Number of complaints of sexual harassment received in the year;	Nil
Number of complaints disposed of	Nil
during the year; and
Number of cases pending for more	Nil
than ninety days

h) DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy adopted by the
Company is available at https://www.balajitelefilms.
com/pdf/Dividend%20Distribution%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 Company’s website at
https://www.balaiitelefilms.com/pdf/Materiality%20
Policy%20last%20amended%20July%2003.%20
2025.pdf

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

j) POLICY ON PREVENTION OF INSIDER TRADING

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

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

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

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

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

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

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 Members are requested to note that considering the
various benefits and with a view to streamline operations
under the Holding Company’s umbrella, aiming to bolster
overall business efficiency by eliminating redundancies

and leveraging synergies, 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 such statutory/
regulatory approvals, as may be required. Further, after
the closure of Financial Year 2024-25, a meeting of the
equity shareholders of the Company was held on April
25, 2025, pursuant to the directions contained in the
Order dated March 12, 2025 passed by Hon’ble National
Company Law Tribunal (Hon’ble NCLT), wherein the said
Scheme of Arrangement was duly approved by the equity
shareholders with requisite majority.

Thereafter, the Hon’ble National Company Law Tribunal,
Mumbai Bench (''NCLT’) vide its Order dated June 10,
2025 (''Order’) approved the Composite Scheme of
Arrangement. The Appointed Date for the Scheme is
April 01, 2024. The Company filed the certified copy of
Order of NCLT with the Registrar of Companies, Mumbai,
Maharashtra ("ROC”) in Form INC-28 on June 20, 2025.
Consequent upon the Scheme becoming effective, Alt
Digital Media Entertainment Limited and Marinating Films
Private Limited, the Transferor Companies and wholly-
owned subsidiaries of the Company, stands dissolved
and ceased to be the wholly-owned subsidiaries of the
Company effective June 20, 2025.

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) EXTRA ORDINARY GENERAL MEETING

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

Pursuant to the Special Resolution(s) passed by
the Members of the Company at the Extra-Ordinary
General Meeting held on January 11,2025, the Board
of Directors the Company approved the allotment of
1,78,59,776 (One Crore Seventy-Eight Lac Fifty Nine
Thousand Seven Hundred and Seventy Six) Equity
Shares of the Company of face value of H 2/- (Rupees
Two) each ("Equity Shares”), on preferential basis

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

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

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 RELATING TO REMUNERATION OF
DIRECTORS AND KEY MANAGERIAL PERSONNEL/
SENIOR MANAGEMENT PERSONNEL AND
PARTICULARS OF EMPLOYEES

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

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 IV
to the Board’s Report.

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

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

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 arm’s length basis. All Related Party Transactions
entered during the year were in ordinary course of the
business and on arm’s length basis except letting out
of premises to wholly owned Subsidiary Company
(viz. Balaji Motion Pictures 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. 46 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 V in Form AOC-2 and the same
forms part of the Board’s report.

During the Financial Year 2024-25, there has been
no materially significant Related Party Transaction
between the Company and/or its related parties
that would have required Shareholders’ approval
under Regulation 23 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

vi) BUSINESS RISK MANAGEMENT

The Company has in place Risk Management Policy,
pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. 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 Company’s
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, H 119,071.60/- of unpaid/
unclaimed dividend was transferred during the
Financial Year to the Investor Education and
Protection Fund along with underlying shares.
Details of unpaid/unclaimed dividend are available
at https://ris.kfintech.com/services/IEPF/IEPFInfo.
aspx?q=OQ8HMfJOuy4%3d

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

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

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

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

xi) During the year under review, there was no revision
of financial statements and Board’s 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
Financial Year under review.

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

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

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 measures are taken to reduce energy
consumption by using energy-efficient computers
and by purchasing energy efficient equipment. We
purchase computers, laptops, air conditioners etc.
that meet environmental standards, higher star
rating wherever possible and regularly upgrade old
equipment with more energy-efficient equipment.
Currently, we use Light Emitting Diode (LED)
fixtures to reduce the power consumption in the
illumination system.

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 Company’s 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.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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
the Financial Year ended March 31, 2025, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures, if any;

b) The Directors had selected such accounting policies
and applied them consistently and made judgements
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of
the Company at the end of the Financial Year and of
the profit and loss of the Company for the Financial
Year under review;

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

d) The annual accounts for the financial year ended
March 31, 2025 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 co-operation the
Company has been receiving from its customers,
suppliers and Bankers.

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

For and on behalf of the Board of Directors
Jeetendra Kapoor

Place: Mumbai Chairman

Date: July 03, 2025 (DIN:00005345)

---

Mar 31, 2024

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 Company’s 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 Interest	-	-	(40.80)	(85.14)
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)

COMPANY''S 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 year’s '' 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 after tax '' 3,920.11 Lacs during the year as compared to Net profit of '' 3,891.83 Lacs of previous year. As per Consolidated Accounts, Net profit after tax of '' 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 Company’s business operations and state of Company’s 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/for-the-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 Company’s ''direct-to’ consumer digital content business is housed under ALT Digital. The Company focuses on creating original and exclusive content for India’s 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 (!) 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 Company’s 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 Hon’ble 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 Board’s 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 disclosures for the financial year 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 [e-mail].

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), NonExecutive 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 29^th 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 29^th 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 (NonExecutive 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 any statutory modification(s) or re-enactment(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 30^th 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 NonExecutive 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.

• 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 (NonExecutive 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 financial year

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 Auditor’s 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 subsidiary’s 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 Company’s 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:

The Company has investment in equity shares of a subsidiary, namely, ALT Digital Media Entertainment

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 year 23-24 (68% reduction). As on March 31, 2024, ALT Digital also has liquid investments in Mutual Fund of '' 1,950 Lacs.

ALT Digital continues to work on it’s 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 cost cutting measures and any improvement on timelines is expected to have significant growth in EBIDTA in future years.

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 Company’s investment in ALT Digital together with amounts loaned to ALT Digital and trade receivables from ALT Digital.

The Company’s revised strategy, profitability through partner deals, and favorable macroeconomic conditions position it well for both the near and longterm 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 Board’s 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 for the financial year 2023-24 is appended as Annexure III to the Board’s 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 or Manager or Whole-Time Director on the 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 Company’s 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 ANDSUSTAINABILITY 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 Board’s 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 Company’s Policy on material subsidiaries is available on the Company’s website and can be accessed at the link:

http://www.balajitelefilms.com/pdf/Policy%20 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 Company’s 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 Company’s 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

I n 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 Company’s 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 Hon’ble 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 DISCLOSURESi) 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 Board’s 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 Board’s 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 arm’s length basis. All Related Party Transactions entered during the year were in ordinary course of the business and on arm’s 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 Board’s report.

During the financial year 2023-24, there has been no materially significant Related Party Transaction between the Company and/or its 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 Company’s 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, '' 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-officer. 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 and material orders passed by the Regulators/Courts which would impact the going status of the Company & its future operations.

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

xi) During the year under review, there was no revision of financial statements and Board’s 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

i nstituti ons, al ong wi th the reasons thereof, i s not applicable for this year.

CONSERVATION OF ENERGY AND TECHNOLOGYABSORPTIONA. 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 measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, higher star rating wherever possible and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Light Emitting Diode (LED) fixtures to reduce the power consumption in the illumination system.

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

Company’s 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) I n the preparation of the annual accounts for the financial year ended 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.

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Mar 31, 2018

The Directors take pleasure in presenting the 24th Annual Report together with the audited statement of accounts of the Company for the financial year ended March 31, 2018.

COMPANY PERFORMANCE FINANCIAL HIGHLIGHTS

The salient features of the Company’s financial results for the year under review are as follows:

(Rs. in lacs)

PARTICULARS	2017-18	2016-17
Income from operations	41,658.69	40,846.28
Less: Total expenditure	36,351.07	40,568.23
Operating profit	5,307.62	278.05
Less: Interest	-	-
Less: Depreciation	1,389.93	1,226.97
Operating Profit after interest and depreciation	3,917.69	(948.92)
Add : Other income	1,659.28	1,174.92
Less : Exceptional items	905.07	-
Profit before tax	4,671.90	226.00
Less: Provision for taxation	3,041.80	(2,712.42)
Net profit after tax	1,630.10	2,938.42
Other Comprehensive Income	(3.73)	(7.87)
Balance brought forward from previous year	21,333.03	18,402.48
Adjustment of Depreciation on account of transitional provision of Schedule II of Companies Act 2013	-	-
Appropriations:
Disposable profits	22,959.40	21,333.03
Less: Interim dividend	-	-
Less: Payment of dividend	404.52	-
Less: Corporate dividend tax	82.35	-
Less: Transfer to General Reserve	-	-
Balance carried to balance sheet	22,472.53	21,333.03

Note: The financial statements for the year ended March 31, 2018 has been prepared under IND AS (Indian Accounting Standards). The figures for the previous year (2016-17) are adjusted so as to give effect of merger of production unit of Balaji Motion Pictures Limited and Bolt Media Limited with Balaji Telefilms Limited.

RESULTS OF OPERATIONS

During the year under review, the Standalone Revenue from operations of the Company is RS. 41,658.69 lacs an increase of 1% over the previous year’s RS. 40,846.28 lacs.

During the year the operating EBITDA stood at RS. 5,307.62 lacs as against RS. 278.03 lacs in the previous year. Previous Year’s EBITDA was impacted by certain piracy issues with two of our movies resulting in loss of revenues from the theatrical sales.

During the year, Profit before Tax stood at RS. 4,671.89 lacs as against RS. 225.98 lacs in the previous year. Profit Before Tax during the current year included an exceptional expense of RS. 905.07 lacs towards certain income tax provisions. The Core business of the Company performed well as profit before tax is oveRs. 20 times of previous year.

During the year, Net Profit After Tax stood at RS. 1,630.10 lacs as compared to RS. 2,938.42 lacs of previous year. Current year Net Profit After Tax is lower mainly on account of normal tax of RS. 205.85 lacs on capital gains, tax on completion of assessments RS. 708.98 lacs and deferred tax charge of RS. 2,125.10 lacs on account of merger of BMPL films production division for business losses in the previous year.

Normalised Profit After Tax (at normal income tax rate, excluding any impact of deferred tax and exceptional tax items) for the year is RS. 3,558.62 lacs as compared to RS. 158.42 lacs in previous year. As per the Consolidated Accounts, the total revenue from operations has decreased by 1.29% from RS. 41,867.05 lacs to RS. 41,331.79 lacs during the year.

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

DIVIDEND

The Directors of the Company are pleased to recommend a Final Dividend of RS. 0.40 per equity share of the face value of RS. 2/- each for the financial year ended March 31, 2018.

The Final Dividend, subject to the approval of Members at the Annual General Meeting (AGM) on August 31, 2018 will be paid to the Members whose name appear in the Register of Members, as on Friday, August 24, 2018. The total dividend for the financial year will absorb RS. 4,87,67,214/- including Dividend Distribution Tax of RS. 83,15,036/-.

UNPAID/UNCLAIMED DIVIDEND

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 and Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, RS. 87,221/- of unpaid/unclaimed dividend were transferred during the year to the Investor Education and Protection Fund.

TRANSFER TO RESERVES

The Directors of the Company do not propose to transfer any amount to the General Reserve and an amount of RS. 22,472.53 lacs is proposed to be retained in the statement of profit and loss account.

BORROWINGS

The Company does not have any borrowings during the year under review.

SHARE CAPITAL

- During the year under review, Authorized Share Capital of the Company has been increased from RS. 26,00,00,000/- (Rupees Twenty Six Crores Only) to RS. 36,00,00,000/- (Rupees Thirty Six Crores Only). Therefore as on March 31, 2018 the Authorized Share Capital of the Company is RS. 36,00,00,000/-(Rupees Thirty Six Crores Only) divided into 15.00.00.000 Equity Shares of RS. 2/- each and RS. 6,00,00,000/- (Rupees Six Crores Only) divided into 3,00,00,000 Preference Shares of RS. 2/- each.

- During the financial year 2017-18 the Company has issued and allotted 2.52.00.000 equity shares of the face value of RS. 2/- each at a price of RS. 164/- which includes a premium of RS. 162/- per equity share on preferential allotment basis to Reliance Industries Limited (RIL). Therefore paid-up Equity Share Capital of the Company as on March 31, 2018 is RS. 20,22,60,886/- (Rupees Twenty Crores Twenty-Two Lacs Sixty Thousand Eight Hundred and Eighty-Six Only). Of the total paid up share capital of the Company, 32.51% is held by Promoters and Promoter Group, all in dematerialized form and balance of 67.49% 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 stock options or sweat equity.

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. 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.

CHANGE IN NATURE OF BUSINESS

During the year under review, Scheme of Arrangement and Amalgamation between Balaji Telefilms Limited (“Company”) with Balaji Motion Pictures Limited (“BMPL”) and Bolt Media Limited (“BOLT”) (“Scheme”) came into effect from December 15, 2017 vide order of the National Company Law Tribunal, Mumbai dated November 02, 2017 as a result of which, there has been change in the nature of business of the Company, with the addition to carry out the film production business in the existing main object clause of the Memorandum of Association.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

SUBSIDIARIES

As on March 31, 2018 your Company has following Subsidiaries:

i) BALAJI MOTION PICTURES LIMITED (BMPL)

During the year under review the film production undertaking of BMPL has demerged and is vested in Balaji Telefilms Limited w.e.f. December 15, 2017. However, BMPL will continue with the business of distribution of motion pictures and films.

ii) ALT DIGITAL MEDIA ENTERTAINMENT LIMITED (ALT DIGITAL)

The Company’s digital content business is housed under ALT Digital, which was incorporated as a wholly-owned subsidiary in July 2015. Through the subsidiary, we have made a strategic foray into the B2C digital content business segment to monetize the incredible potential of original, premium, on-demand entertainment.

iii) CHHAYABANI BALAJI ENTERTAINMENT PRIVATE LIMITED (CBEPL)

CBEPL is a Kolkata-based subsidiary of Balaji Telefilms Limited (BTL). It has a glorious heritage of producing TV content and Web series in Bengali.

iv) MARINATING FILMS PRIVATE LIMITED (MFPL)

MFPL is a subsidiary of BTL. It owns the concept, format and all proprietary rights and intellectual property rights in Box Cricket League (BCL), The Indian Telly Calender (ITC) and Indian Television Style Awards (TSA).

v) BOLT MEDIA LIMITED (BOLT)

During the year under review, BOLT ceased to be wholly-owned subsidiary of your Company on account of merger with Balaji Telefilms Limited w.e.f. December 15, 2017.

A detailed review of the operations, performance and future outlook and its businesses during the year under review of the above mentioned subsidiaries form part of the Management Discussion and Analysis which forms part of the Annual Report.

EVENT MEDIA LLP

During the year under review, the Company exited from Event Media LLP and it ceased to be designated partner w.e.f. January 15, 2018.

SCHEME OF ARRANGEMENT AND AMALGAMATION

The National Company Law Tribunal, Mumbai (“NCLT”) by an order dated November 02, 2017 sanctioned the Scheme of Arrangement and Amalgamation between Balaji Telefilms Limited (“Company”) with Balaji Motion Pictures Limited (“BMPL”) and Bolt Media Limited (“BOLT”) (“Scheme”) which came into effect from December 15, 2017. Pursuant to the Scheme:

a. the Film Production Undertaking of BMPL has demerged and vested in the Company in accordance with Sections 232 read with Section 230 of the Companies Act, 2013 and in compliance with Section 2(19AA) of the Income Tax Act, 1961 and consequently the paid-up share capital of BMPL stands reduced to RS. 2,00,00,000/-(Rupees Two Crores Only); and

b. Bolt has amalgamated with the Company in accordance with Sections 232 read with Section 230 of the Companies Act, 2013 and in compliance with Section 2(1B) of the Income Tax Act, 1961.

EMPLOYEE STOCK OPTION PLAN (ESOP)

In order to motivate, incentivize and reward employees, the Company instituted Balaji Telefilms Limited ESOP 2017 (“ESOP 2017”), which was approved by the Members through Postal Ballot dated December 30, 2017. The total number of options granted under ESOP 2017 shall not exceed 53,22,655 (Fifty-Three Lacs Twenty-Two Thousand Six Hundred and Fifty-Five). Each option when exercised shall be converted into equivalent number of shares of face value of RS. 2/- each. The applicable disclosure under Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (the “ESOP Regulations”) as at March 31, 2018 is available on the website of the Company at http://www.batajitetefitms.com/pdf/ ESOP 2017 Disclosure under SEBI(SBEB)%20 Regulations 2014.pdf Certificate from M/s. Price Waterhouse Chartered Accountants LLP, Statutory Auditors, with respect to the implementation of ESOP Scheme would be placed before the Members at the ensuing AGM and a copy of the same shall be available for inspection at the Registered Office of the Company.

AUDITED FINANCIAL STATEMENTS OF THE SUBSIDIARIES

The Audited Financial Statements, the Auditors’ Report thereon and the Board’s Report with applicable annexures for the year ended March 31, 2017 for the Subsidiary Companies are annexed along with the Annual Report.

Further a statement containing the salient features of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board’s Report.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). The Policy, as approved by the Board, is available on the Company’s website at http://balajitelefilms.com/ polkv-determinmg-material-subsidiarv.php

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company is prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual Financial Statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the Registered Offices of the respective Subsidiary Companies and will be available to investors seeking information at any time.

MATERIAL EVENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material events have occurred between the end of financial year 2017-18 and the date of this report, which have effect over the financial position of the Company except appointment of Mr. Sunil Lulla as Group Chief Executive Officer of the Company w.e.f. May 25, 2018.

DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPs)

Appointment and Resignation of Mr. Jyotindra Thacker Mr. Jyotindra Thacker, who was appointed as a Non-Executive Additional Director on the Board of the Company w.e.f. September 01, 2017 stepped down from the position of Directorship w.e.f. March 22, 2018, due to his pre-occupation in other matters. The Board places on record, its appreciation for his inspiring guidance and his contribution to improve the overall functioning of the Company.

Appointment of Mr. Anshuman Thakur and Ms. Jyoti Deshpande

During the financial year 2017-18, the Board of Directors, had appointed Mr. Anshuman Thakur and Ms. Jyoti Deshpande as a Non-Executive Additional Director of the Company vide resolution passed by circulation on September 01, 2017 and March 23, 2018 respectively who will hold office upto the date of ensuing AGM and shall not be liable to retire by rotation. Appropriate resolutions for the appointment of Mr. Anshuman Thakur and Ms. Jyoti Deshpande as Non-Executive Director are being placed for the approval of the Members of the Company at the ensuing AGM. The Board recommends their appointment as Non-Executive Director of the Company.

Retirement by rotation and subsequent re-appointment

Mr. Jeetendra Kapoor, Non-Executive Director, is liable to retire by rotation at the ensuing AGM, 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 any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Articles of Association of the Company and being eligible has offered himself for 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 24th AGM of the Company. The Board recommends his re-appointment as Non - Executive Director of the Company.

Further, the Board of Directors at their meeting held on May 19, 2018, pursuant to Regulation 17(1A) of the Listing Regulations, as amended on May 09, 2018 and the applicable provisions of the Companies Act, 2013, if any, read with Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and subject to his re-appointment at the ensuing AGM, considered and approved the continuation of Mr. Jeetendra Kapoor (DIN: 00005345), aged 76 years as Chairman, NonExecutive Director of the Company from April 01, 2019, till the date he retires by rotation.

Appropriate resolution for the continuation of Mr. Jeetendra Kapoor, as Non-Executive Director is being placed for the approval of the Members of the Company at the ensuing AGM. The Board recommends his continuation as Non- Executive Director of the Company.

Re-appointment of Managing Director & Joint Managing Director

The present term of appointment of Mrs. Shobha Kapoor and Ms. Ekta Kapoor as Managng Director and Joint Managing Director respectively is valid upto November 09, 2018. The Board has, subject to the approval of the Members in the forthcoming AGM, approve the re-appointment of Mrs. Shobha Kapoor and Ms. Ekta Kapoor as Managng Director and Joint Managing Director for another period of 5 (five) years, post completion of the present term.

Re-appointment of Independent Directors

The first term of office of Mr. Duraiswamy Gunaseela Rajan, Mr. Pradeep Kumar Sarda and Mr. Ashutosh Khanna, as Independent Directors, will expire on March 31, 2019 and that of Mr. Devender Kumar Vasal on May 14, 2019. The Board on the recommendation of Nomination and Remuneration Committee has recommended their re-appointment as Independent Directors of the Company for a second term of 5 (five) consecutive year Appropriate resolutions for their re-appointment is being placed for the approval of the Members of the Company at the ensuing AGM. The brief resume of the Directors and other related information has been detailed in the Notice convening the 24th AGM of the Company.

Change in Key Managerial Personnel (KMPs)

During the year under review, Mr. Sameer Nair has resigned from the position of Group Chief Executive Officer (KMP) w.e.f. July 15, 2017.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all Independent Directors under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

AUDITORS

STATUTORY AUDIT

M/s. Price Waterhouse Chartered Accountants LLP were appointed as Statutory Auditors of the Company at the AGM held on August 31, 2017, for a term of 5 (five) consecutive year They have confirmed that they are not disqualified from continuing as Auditors of the Company. As per the provisions of Section 139 of the Companies Act, 2013, earlier the appointment of Auditors was required to be ratified by Members at every AGM. However, in accordance with the Companies Amendment Act, 2017 enforced on May 07, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every AGM.

COST AUDIT

In accordance with Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Makarand M. Joshi & Co., Practising Company Secretaries as Secretarial Auditors of the Company for the financial year 2018-19.

AUDIT REPORTS

- The Report given by the Statutory Auditors on the financial statements of the Company is part of this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

- Secretarial Audit Report issued by M/s. Makarand M. Joshi & Co., Practising Company Secretaries in form MR-3 for the financial year 2017-18 is appended as Annexure II to this 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 except adverse remark which reads as under:

“During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except that in few instance the Connected Persons has traded in trading window closure and there were also contra trade instances for which the Company is in process to take action and to intimate the same to SEBI.”

With regards to remark contained in the Secretarial Audit Report, Directors wish to state that:

1. Board has taken appropriate action as required under Company’s Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders (Code) and the same was intimated to Securities Exchange Board of India (SEBI). In addition to this, the Company has also taken necessary steps to create awareness such as conducting training sessions on SEBI (Prohibition of Insider Trading) Regulations, 2015 and Company’s Code, timely E-mails to Employees/Professionals.

2. The Company is also in the process of installing software so as to track the trading carried out by the employees of the Company to curtail the instances of Insider Trading.

COMMITTEES OF THE BOARD

In compliance with the requirements of Companies Act, 2013 and Listing Regulations, the Board had constituted various Board Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Internal Complaints Committee and Corporate Social Responsibility 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 forms part of the Annual Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMETED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (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 Annual Report on CSR activities is annexed herewith as Annexure III to the Board’s Report.

OTHER DISCLOSURES

i) EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of Annual Return in Form MGT-9 is appended as Annexure IV to this report.

ii) REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee under section 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 applicable Secretarial Standards.

iv) INTERNAL FINANCIAL CONTROLS SYSTEM AND ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business including adherence to the Company’s 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.

v) VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a 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 workgroups. The confidentiality of those reporting 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 www.batajitetefitms.com.

vi) DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) 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(a) to this Report.

vii) DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V(b) to this Report.

viii) RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company’s website at http://balajitelefilms. com/related-party-transaction-policy.php. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. 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 annual basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at Arm’s Length Price. All Related Party Transactions entered during the year were in ordinary course of the business and on Arm’s Length Price. No Material Related Party Transactions

i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company except investment of RS. 150,00,00,000/- (Rupees One Hundred and Fifty Crores Only) in ALT Digital Media Entertainment Limited which is wholly-owned subsidiary of the Company, however as per Section 188 of the Companies Act, 2013, Members approval for such transaction need not be sought if the transactions are between the holding company and its wholly-owned subsidiaries whose accounts are consolidated with the holding company and placed before the Members at the General Meeting for approval.

ix) BUSINESS RISK MANAGEMENT

The Company has in place a risk management Policy, pursuant to the provisions of Section 134 of the Act. 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 Company’s competitive advantage. It also describes the risk management approach across the enterprise at various levels. Major risks identified by the business and functions are systematically addressed through mitigation actions on a periodic basis. Existing control measures are evaluated against the relevant Key Performance Indicators.

x) FIXED DEPOSITS

During the year under review, your Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

xi) 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.

xii) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 201718, no sexual harassment complaint has been registered with the Company.

xiii) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

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 measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipments. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipments with more energy-efficient equipments. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.

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 Company’s 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.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings in terms of actual inflows is RS. 673.50 lacs (Previous Year: RS. 8.05 lacs) and the foreign exchange outgo in terms of actual outflows is RS. 273.22 lacs (Previous Year RS. 504.45 lacs).

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 your Company, in terms of the Listing Regulations together with a Certificate from the Statutory Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

MEETINGS OF THE BOARD

During the year under review, six (6) meetings of the Board of Directors were held the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.

NOMINATION & REMUNERATION POLICY

The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on March 31, 2018, the Board comprised of twelve Directors, of whom two are Executive Directors, two Non-Executive Non-Independent Directors, six Independent Directors and two Non-Executive Additional Directors. The policy of the Company on Directors appointment and remuneration including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under Section 178(3) of the Companies Act, 2013 is available on our website at http://balajitelefilms.com/pdf/Nomination%20 and%20Remuneration%20Policv.pdf

During the year under review clause 2 of Part C of the policy was modified which reads as under:

“The remuneration / compensation / commission etc. to the Director (Executive and Non-Executive), KMP and Senior Management. Personnel will be reviewed by the Members of the Committee and Board annually or at the discretion of the Committee.”

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/ 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 following are the criteria 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.

Feedback on each Director is encouraged to be provided as a part of the survey.

BOARD EVALUATION

Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated.

The evaluation of the Board as a whole, its Committees and Individual Directors was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report which forms part of Annual Report. The Board approved the evaluation process results as collated by the Nomination & Remuneration Committee of the Company.

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)(c) of the Companies Act, 2013:

a) In the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards had been followed along with proper explanation relating to any material departures;

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, 2018 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 Directors of the Company wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - shareholders, investors, customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Further, they also wish to thank their employees for their dedicated services.

For and on behalf of the Board of Directors

Sd/-

Jeetendra Kapoor

Place: Mumbai Chairman

Date: May 19, 2018 DIN: 00005345

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Mar 31, 2017

The Directors take pleasure in presenting the 23rd Annual Report together with the Audited Statement of accounts of the Company for the financial year ended March 31, 2017.

DIRECTORS'' REPORT

COMPANY PERFORMANCE FINANCIAL HIGHLIGHTS

The salient features of the Company''s financial results for the year under review are as follows:

(Rs, in lacs)

Particulars	2016-20171	2015-2016
Income from operations	28,413.40	25,684.93
Less: Total expenditure	24,552.88	22,261.73
Operating profit	3,860.52	3,423.20
Less: Interest	-	-
Less: Depreciation	1,176.50	871.58
Operating Profit after interest and depreciation	2,684.02	2,551.62
Add: Other income	1,867.83	2,409.83
Profit before tax	4,551.85	4,961.45
Less: Provision for taxation	1,453.61	1,253.20
Net profit after tax	3,098.24	3,708.24
Other Comprehensive Income	(8.21)	(3.90)
Balance brought forward from previous year	26,093.75	23,956.98
Appropriations:
Disposable profits	29,183.78	27,661.32
Less: Interim dividend	-	911.17
Less: Proposed dividend	-	470.91
Less: Corporate dividend tax	-	185.49
Less: Transfer to General Reserve	-	-
Balance carried to balance sheet	29,183.78	26,093.75

Note: The Financial Statements of the Company is prepared as per Indian Accounting Standards (Ind AS) for the first time for the year ended March 31, 2017. The financial statements for the year ended March 31, 2016 have been restated in accordance with IND AS for comparative information.

RESULTS OF OPERATIONS

During the year under review, the Standalone Revenue from operations of the Company is Rs, 28,413.40 lacs an increase of 11 % over the previous year Rs, 25,684.93 lacs. As per the Consolidated Accounts, the total revenue from operations has increased by 44 % from Rs, 29,275.52 lacs to Rs, 42,117.49 lacs during the year. Your Company had a standalone growth with a Net profit after tax of Rs, 3,090.02 lacs during the year as compared to Net profit of Rs, 3,704.35 lacs of previous year. A detailed discussion on the business performance is presented in the Management Discussion and Analysis Section of the Annual Report.

DIVIDEND

Your Directors are pleased to recommend a Final Dividend of Re. 0.40/- per equity share of the face value of Rs, 2 /- each for the financial year ended March 31, 2017.

The Final Dividend, subject to the approval of Members at the Annual General Meeting on August 31, 2017 will be paid to the Members whose name appear in the Register of Members, as on Thursday, August 24, 2017. The total dividend for the financial year will absorb Rs, 30,372,177.20/- excluding Dividend Distribution Tax of Rs, 6,183,061.00/TRANSFER TO RESERVES

Your Directors does not propose any amount of transfer to the General Reserve and an amount of Rs, 29,183.78/lacs is proposed to be retained in the statement of profit and loss account.

BORROWINGS

The Company does not have any borrowings.

SHARE CAPITAL

During the financial year 2016-2017 the Company has not issued shares with differential voting rights nor granted stock options nor sweat equity. As on March 31, 2017, the paid-up Equity Share Capital of the Company is Rs, 15,18,60,886/-. Of the total paid up share capital of the Company, 42.22% is held by Promoters and Promoter Group, all in dematerialized form and balance of 57.78% is held by persons other than Promoters and Promoter Group out of which majority is in dematerialized form.

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. Hence, the requirement for furnishing of details relating to deposits covered under Chapter V of the Act or the details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

CHANGE IN NATURE OF BUSINESS

There was no change in nature of the business of the Company, during the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

SUBSIDIARIES

As on March 31, 2017 your Company has the following Subsidiaries:

1. BALAJI MOTION PICTURES LIMITED (BMPL)

Balaji Motion Pictures Limited (BMPL) is the movie production arm of Balaji Telefilms Limited (BTL), one of India''s leading integrated media conglomerate. The wholly-owned subsidiary is engaged in film production and distribution of mostly Hindi movies, leveraging the creative abilities of Ms. Ekta Kapoor and the commercial vision of Mrs. Shobha Kapoor.

2. BOLT MEDIA LIMITED (BOLT)

BOLT Media Limited is a 100% subsidiary of Balaji Telefilms Limited. It has established itself in the market for its quality programming and created a niche in a competitive environment.

3. ALT DIGITAL MEDIA ENTERTAINMENT LIMITED (ALT)

The Company''s digital content business is housed under ALT Digital Media Entertainment Ltd., which was incorporated as a wholly-owned subsidiary in August, 2015. Through the subsidiary, we have made a strategic foray into the B2C digital content business segment to monetise the incredible potential of original, premium, on-demand entertainment.

4. CHHAYABANI BALAJI ENTERTAINMENT PRIVATE LIMITED (CBEPL)

Chhayabani Balaji Entertainment Private Limited (CBEPL) is a subsidiary of Balaji Telefilms Limited (BTL), in partnership with Kolkata-based Chhayabani Private Limited.

5. MARINATING FILMS PRIVATE LIMITED (MFPL)

Marinating Films Private Limited is a subsidiary of BTL. It owns the concept, format and all proprietary rights and intellectual property rights in Box Cricket League (BCL), The Indian Telly Calender (ITC) and Indian Television Style Awards (TSA), organized on a yearly basis.

A detailed review of the operations, performance and future outlook and its businesses during the year under review of the above mentioned subsidiaries form part of the Management Discussion and Analysis which forms part of the Annual Report.

SCHEME OF ARRANGEMENT AND AMALGAMATION

The Board of Directors of the Company in their meeting held on September 27, 2016 after considering the recommendations of the Audit Committee, approved the Composite Scheme of Arrangement and Amalgamation pursuant to the provisions of Sections 391 to 394 read with Section 100 of the Companies Act, 1956 or under Section 230 to 234 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 1956 and/or Companies Act, 2013 ("Scheme of Arrangement and Amalgamation") involving (i) the demerger of the undertaking pertaining to the film production business of Balaji Motion Pictures Limited, a wholly owned subsidiary, and vesting of the same in Company and the consequent reduction in the equity share capital of Balaji Motion Pictures Limited; (ii) the amalgamation of BOLT Media Limited, a wholly owned subsidiary, with the Company in accordance with the terms and conditions as set out in the Scheme of Arrangement and Amalgamation subject to necessary approvals of the Stock Exchanges and sanction of National Company Law Tribunal, Mumbai Bench ("NCLT"). The Company received the observation letters from National Stock Exchange of India Limited and BSE Limited dated January 16, 2017 conveying their "No Objection", in terms of Regulation 37 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for filing the Scheme of Arrangement and Amalgamation with the NCLT. Further, the NCLT vide order dated April 12, 2017 directed that a meeting of the equity shareholders of the Company be held on May 24, 2017 at 1.00 p.m. at "The Club", 197, D N Nagar, Andheri (West), Mumbai - 400 053, for the purpose of considering, and if thought fit, approving with or without modification, the Scheme of Arrangement and Amalgamation. Notice for convening meeting of equity shareholders of the Company had already been circulated to all the equity shareholders of the Company, the unsecured creditors and the relevant Regulatory Authorities as per the provisions of Companies Act, 2013 and the order of the NCLT dated April 12, 2017.

AUDITED FINANCIAL STATEMENTS OF THE SUBSIDIARIES

The Audited Financial Statements, the Auditors Report thereon and the Board''s Report with applicable annexure for the year ended March 31, 2017 for the Subsidiary Companies are annexed along with the Annual Report.

Further a statement containing the salient features of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board Report.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1 )(c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations''). The Policy, as approved by the Board, is uploaded on the Company''s website.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company is prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

The Annual financial statements of the subsidiaries and related detailed information will be kept at the Registered Office of the Company, as also at the registered offices of the respective subsidiary companies and will be available to investors seeking information at any time.

MATERIAL EVENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material events have occurred between the end of financial Year 2016-2017 and the date of this report, which have effect over the financial position of the Company.

DIRECTORS & KMP

There was no change in Directorship and Key Managerial Personnel (KMP) of the Company during the year under review.

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with Companies (Management & Administration) Rules, 2014 and Articles of Association of the Company Mr. Tusshar Kapoor, Director of the Company, retires by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment and your Board recommends his re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each independent director under section 149(7) of the Companies Act, 2013, that she/he meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013 and Regulation 16 of the Listing Regulations.

AUDITORS STATUTORY AUDIT

Pursuant to section 139 of Companies Act, 2013 and Rule 6 of The Companies (Audit and Auditors) Rules, 2014, it is mandatory to rotate the Statutory Auditors on completion of maximum tenure permitted under the section. The Audit Committee of the Company has proposed, and on May 23, 2017 the Board of Directors of the Company has recommended the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration Number 012754N/N500016) as Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the ensuing Annual General Meeting till the conclusion of the Annual General Meeting to be held for the financial year 2021-22, subject to ratification of appointment by the members of the Company at every subsequent Annual General Meeting. The first year of Audit will be of the financial statements for the year ended March 31, 2018.

COST AUDIT

In accordance with Companies (Cost Records and Audit) Rules, 2014 Cost Audit is not applicable to the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Makarand M. Joshi & Co., Practicing Company Secretaries as Secretarial Auditors of the Company for financial year 2017-18.

AUDIT REPORTS

- The Audit Report for the financial year ended March 31, 2017 does not contain any qualifications, reservations and adverse remarks. The Auditors'' Report is enclosed with the financial statements in this Annual Report.

- Secretarial Audit Report issued by M/s. Parikh & Associates, Practicing Company Secretaries in form MR-3 for the financial year 2016-17 is appended as Annexure II to the Boards'' Report. The said Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

COMMITTEES OF THE BOARD

In compliance with the requirements of Companies Act, 2013 and Listing Regulations your Board had constituted various Board Committees including Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Internal Complaints Committee and Corporate Social Responsibility Committee. Details of scope, constitution, terms of reference, number of meetings held during the year under review along with attendance of Committee Members has been disclosed in the Corporate Governance Report which forms part of the Annual Report.

DETAILS OF POLICY DEVELOPED AND IMPLEMETED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (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 Composition of Corporate Social Responsibility

Committee is as follows:

Chairman : Mr. Jeetendra Kapoor - Non-Executive Director

Members : Mrs. Shobha Kapoor - Executive Director Mr. D.G. Rajan - Independent Director Mr. Ashutosh Khanna - Independent Director

Secretary : Mrs. Simmi Singh Bisht

The Annual Report on CSR activities is appended as

Annexure III to the Boards'' Report.

OTHER DISCLOSURES

I) EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013 an extract of Annual Return in Form MGT 9 is appended as Annexure IV to the Boards'' Report.

II) INTERNAL FINANCIAL CONTROL SYSTEM AND ADEQUACY

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its business, including adherence to the Company''s 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.

III) 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 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 workgroups. The confidentiality of those reporting 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 www.balajitelefilms.com.

IV) DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) 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(a) to the Boards'' Report.

V) DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure V(b) to the Boards'' Report.

VI) RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Company''s website. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions entered during the year were placed before the Audit Committee for review and approval and were in Ordinary Course of the Business and at Arm''s Length basis. Particulars of Related Party Transactions referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2, is appended as Annexure VI to the Board''s Report.

VII) BUSINESS RISK MANAGEMENT

The Company has in place a Risk Management Policy, pursuant to the provisions of Section 134 of the Act. 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 Company''s competitive advantage. It also describes the risk management approach across the enterprise at various levels. Major risks identified by the business and functions are systematically addressed through mitigation actions on a periodic basis. Existing control measures are evaluated against the relevant Key Performance Indicators. The Audit Committee of the Company does the risk identification, assessment, analysis and mitigation in consultation with various heads of the departments.

VIII) FIXED DEPOSITS

During the year under review the Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

IX) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the company does not have any loans, guarantee or investments under the provisions of section 186 of the Companies Act, 2013, hence no disclosure is required to be given in this regards.

X) SEXUAL HARASSMENT

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. During the year 2016-17, no sexual harassment complaints has been registered with the Company.

XI) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

CONSERVATION OF ENERGY

ENERGY CONSERVATION MEASURES TAKEN BY

THE COMPANY

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.

TECHNOLOGY ABSORPTION

The Company''s 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.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The foreign exchange earnings is Rs, 8.05 lacs (Previous Year Rs, 8.77 lacs) and the foreign exchange outgo is Rs, 504.45 lacs (Previous Year Rs, Nil).

CORPORATE GOVERNANCE

Your Company has been practising 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 your Company, in terms of the Listing Regulations together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance which forms part of the Annual Report.

MEETINGS OF THE BOARD

During the year under review, five (5) meetings of the Board of Directors were held the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.

NOMINATION & REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection & appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is attached along with the Corporate Governance Report of the Company that forms part of the Annual Report.

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/ 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 following are the criteria 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.

Feedback on each Director is encouraged to be provided as a part of the survey.

BOARD EVALUATION

Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report which forms part of the Annual Report. The Board approved the evaluation process results as collated by the Nomination & Remuneration Committee of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

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

a) I n the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards had been followed along with proper explanation relating to any material departures;

b) The Directors had selected such accounting policies and applied them consistently and made judgments 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 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, 2017 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

Your Directors wish to acknowledge with gratitude and place on record their appreciation to all stakeholders -shareholders, investors, customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Your Directors also wish to thank their employees for their dedicated services.

For and on behalf of the Board of Directors

Sd/-

Jeetendra Kapoor

Place: Mumbai Chairman

Date: May 23, 2017 (DIN: 00005345)

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Mar 31, 2015

Dear Members,

The Directors take pleasure in presenting the 21st Annual Report together with the audited statement of accounts of the Company for the year ended March 31,2015.

COMPANY PERFORMANCE:

A) FINANCIAL HIGHLIGHTS

The salient features of the Company's financial results for the year under review are as follows:

Rs. in Lacs

Particulars 2014-15 2013-14

Income from operations 20,969.22 13,153.69

Less: Total expenditure 19,694.89 12,676.98

Operating profit 1,274.33 476.71

Less: Interest 27.93 118.86

Less: Depreciation 761.46 545.38

Operating Profit/(loss) after interest and depreciation 484.94 (187.53)

Add:- Other income 1,020.91 1,789.09

Profit before tax 1,505.85 1,601.56

Less: Provision for taxation 278.60 599.47

Net profit after tax 1,227.25 1,002.09

Balance brought forward from previous year 21,319.61 20,722.90

Adjustment of Depreciation on account of transitional provision of Schedule II of 177.33 -

Companies Act 2013

Appropriations:

Disposable profits 22,369.53 21,724.99

Less: Proposed dividend 391.26 260.84

Less:- Corporate dividend tax 79.65 44.33

Less: Transfer to general reserve 122.72 100.21

Balance carried to balance sheet 21,775.90 21,319.61

B) results of operations

For the year ended March 31,2015, the Company earned total revenue of Rs. 20,969.22 Lacs an increase of 60% over the previous year's Rs. 13,153.69 Lacs. As per the consolidated accounts, the total revenues have decreased by 15% from Rs. 40,746.01 Lacs to Rs.34,648.77 Lacs during the year under review. The Company earned net profit of Rs. 1,227.25 Lacs during the year under review as compared to net profit of Rs. 1,002.09 Lacs. A detailed discussion on the business performance is presented in the Management Discussion and Analysis Section of the Annual Report.

APPROPRIATIONS:

Dividend

The Directors are pleased to recommend a final dividend of Re. 0.60 per share (30% on a par value of Rs. 2 per share) for the approval of the Members. The final dividend, if declared as above, would involve an outflow of Rs. 391.26 Lacs towards the dividend (previous year Rs. 260.84 Lac) and Rs. 79.65 Lacs towards dividend tax (previous year Rs. 44.33 Lacs), resulting in a total outflow of Rs. 470.91 Lacs.

TRANSFER TO RESERvES

We propose to transfer Rs. 122.72 Lacs to the General Reserve out of the amount available for appropriations. An amount of Rs. 21,775.90 Lacs is proposed to be retained in the profit and loss account.

public DEPOSITS:

During the year under review, your Company has not accepted any Deposits from the public falling within the ambit of Section 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

SUBSIDIARY:

Your Company has the following Subsidiaries:

1. BALAJI MOTION PiCTURES LIMITED (BMPL):

Balaji Motion Pictures Limited (BMPL), a wholly owned subsidiary of BTL handling its movies business, produced and released 3 movies during FY2015. These were: Kuku Mathur Ki Jhand Ho Gai, Main Tera Hero and Ek Villain. Our best revenue-generating asset has been Ek Villain which registered a box office collection of over Rs. 100 Crores. During the year, we remained in a good space with right marketing, branding and distribution power. While BMPL showcased our strengths in unparalleled cinema and our strong story-telling, the ALT segment displayed our capabilities in edgy and irreverently young movies.

Moving forward, we are working on becoming a trend-setting studio and getting our slate right to release at least one movie each quarter. What other studio houses achieve with big stars, we plan to achieve with big ideas. We are de-risking our business by getting into a profit sharing model with directors and actors and also distributing our own movies. The Company aims to double its number of releases to at least 6-8 movies a year and build on its string of successes. Further, we are focusing on franchisee building for movies such as Kya Kool Hain Hum and Ragini MMS. It aims to gain immense credibility as an established production house and aspire to win audiences across age groups.

Our future movie slate is strong with an exciting pipeline. We aim to have a total of 8-10 movie releases over FY2016 and FY2017. These are movies with concepts as diverse as a cricket biopic, a youth erotic franchise, a movie on one of the novels of Chetan Bhagat, and one being with Mohit Suri as a first time producer. In the immediate future, we are co-producing Udta Punjab with Phantom Films, starring Shahid Kapoor and Kareena Kapoor. With Emraan Hashmi, we are creating a biopic on cricketer Azharuddin. We are also looking to leverage our franchise value by exploring sequels of our earlier movies - Kya Kool Hain Hum. We are also producing a sequel of an earlier comedy blockbuster Grand Masti. We have joined hands with Imtiaz Ali for an iconic love story with two newcomers. In addition to this, we are also producing a superhero franchise.

2. Bolt MEDIA Limited (Bolt):

Having completed two full years of operation, Bolt Media, a wholly owned subsidiary of BTL, is well entrenched in the entertainment fraternity. It has established itself credibly, created a niche space in a competitive environment and is getting acknowledged in the marketplace for its quality programming. Brands and Corporate Houses are gradually recognising Bolt Media as a strong content provider to reckon with. During the year, Bolt Media aired Ye Jawaani Tara Riri on Channel V, Dharmakshetra and Rakht on EPIC channel. With the first season of Love by Chance getting well appreciated and gaining a 10-week extension, we are looking at its Season 2. We are poised to move ahead with financial stability and are looking to enhance our top line in FY2017.

Two TV shows created in FY2014 were aired by broadcasters during the year under review. One of these was a 10-series epic documentary Rakht, while Dharmakshetra was a 26-series neo-mythological courtroom drama. Both the series were broadcast on EPIC. Besides short-format shows, we also created TV series aimed at youth-based entertainment. Our existing TV shows - Ye Jawaani Tara Riri, a 78-part series for a bi-weekly show on Channel V, and Love by Chance, an episodic romcom on Bindaas TV, have been well received by our audiences.

Among its other key achievements during the year, we created a special 100-part web series "Kelloggs Wale Guptaji ki Family" Aired in March 2015, the show garnered rave reviews hitting 5 million views in a month. With reputed chef Ajay Chopra, the show displays recipes where Kelloggs is being used as a key ingredient using hypothetical situations.

In addition to this, a two-part documentary series was created for the National Geographic channel based on the 1990s. Besides archival footage on the 1990s, eminent personalities such as P. Chidambaram, Ram Gopal Verma, Rajdeep Sardesai, Diya Mirza, Pankaj Kapoor, Shekhar Suman, Uday Shankar, among others, provided a retrospective landmark, social and political view on the said decade. We are also in the process of producing TV commercials and web-based advertisements for Corporates. Our digital and print campaign on Sonata Watches included creating pictures for PoP, working on the catalogue/brochure for their festive line of merchandise with Karan Kundra and Kritika Kamra.

3. MARINATING films private limited (MFPL):

During the year, BTL bought a controlling in stake of 51% in Mumbai-based Marinating Films Private Limited. Marinating Films owns the concept, format and all proprietary rights and intellectual property rights in Box Cricket League (BCL), The Indian Telly Calender (ITC) and Television Style Awards (TSA) and organizes these on a yearly basis. The Box Cricket League is an interesting IP with 8 teams owned by different celebrities, which includes an interesting mix of people including RJs, sports commentators, and some ex-players. The format has both male and female stars playing on-field together, catapulting the drama and entertainment to new heights.

4. CHHAYABANI BALAJI ENTERTAINMENT PRiVATE LIMITED (CBEPL):

We set up a new subsidiary during the year - Chhayabani Balaji Entertainment Private Limited (CBEPL), in partnership with Kolkata- based Chhayabani Private Limited. The collaboration with the local operator aims to promote the best creative talent by exploring new formats of television content, presentation and also creating new creative opportunities from both the industries. Chhayabani has a glorious past of producing extremely notable films from equally notable directors in the past who were award winners and also held rights to at least 250 Bengali films.

EVENT MEDiA LLP:

Incorporated on October 1,2014, Events Media LLP 5. is a Limited Liability Partnership (LLP) registered under the Limited Liability Partnership Act, 2008. Balaji Telefilms Limited (BTL) and Select Media Holdings Private Limited are the dual partners in the event management firm. During the year, BTL and Events Media LLP joined hands to produce the Star Box Office India Awards 2014. Event Media will be engaged in organising and/or managing all kinds of events, including events relating to film and TV industry, including creation of new intellectual property or value addition. This may include events related to Films & TV Awards, Promotional Events and other events related to the Film & TV industry. Events Media LLP is a sunrise venture which enables BTL to make a foray into an allied segment of Event Management. It also facilitates BTL in creating a new IP in the promising sector and monetising a growing market with low-risk culpability.

Audited financial statements of the subsidiaries

The Audited Financial Statements, the Auditors Report thereon and the Board Report for the year ended March 31,2015 for the Subsidiary Companies are annexed.

Further a statement containing the salient features of our subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board Report.

MATERIAL EVENTs AFTER THE BALANCE SHEET DATE:

The Company is in the process of incorporation a wholly-owned Subsidiary with the proposed name Alt Digital Media Entertainment Limited.

DIRECTORs:

The term of appointment of Mrs. Shobha Kapoor as Managing Director of the Company, will expire on November 9, 2015. The Directors recommend her re-appointment as Managing Director of the Company for a further period of three years pursuant to the provisions of Section 196 and 197 of Companies Act, 2013 read with Schedule V of Companies Act, 2013 w.e.f. November 10, 2015.

The term of appointment of Ms. Ekta Kapoor as Joint Managing Director of the Company, will expire on November 9, 2015. The Directors recommend her re-appointment as Joint Managing Director of the Company for a further period of three years pursuant to the provisions of Section 196 and 197 of Companies Act, 2013 read with Schedule V of Companies Act, 2013 w.e.f. November 10, 2015.

Mr. V.B. Dalal was appointed on the Board as Additional (Independent) Director of the Company w.e.f. August 12, 2014. As per the provisions of Section 161 of the Companies Act, 2013 he will hold office upto the date of the ensuing Annual General Meeting of the Company. Directors recommend his appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. August 31,2015.The Company has received notice under Section 160 of the Companies Act, 2013, together with requisite deposit proposing appointment of Mr. V.B. Dalal as Independent Director of the Company.

Mr. Arun Kumar Purwar was appointed on the Board as Additional (Independent) Director of the Company w.e.f. May 20, 2015. As per the provisions of Section 161 of the Companies Act, 2013 he will hold office upto the date of the ensuing Annual General Meeting of the Company. Directors recommend his appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. August 31,2015.The Company has received notice under Section 160 of the Companies Act, 2013, together with requisite deposit proposing appointment of Mr. Arun Kumar Purwar as Independent Director of the Company.

In accordance with the Articles of Association of the Company, Mr. Tusshar Kapoor, Director retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offers himself for reappointment.

A brief profile of these Directors containing the details of their age, qualifications, expertise, other Directorships, Committee Memberships etc. has been given in the Statement attached to the Notice for the ensuing Annual General Meeting.

DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT:

During the year under review, following appointment and resignations of Directors & Key Managerial Personnel have taken place: Appointment:

Name Designation Effective Date

Mr. D.K. Vasal Director May 15, 2014.

Mr. V.B. Dalal Director August 12, 2014.

Mr. Sameer Nair Group Chief Executive Officer July 15, 2014

Resignation: NIL

AUDITORS:

STATUTORY AUDIT:

M/s Deloitte Haskins & Sells LLP, Chartered Accountants and M/s Snehal & Associates, Chartered Accountants, Joint Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

M/s Snehal & Associates, Chartered Accountants, do not wish to continue as Statutory Auditors and have furnished their No Objection Letter in this regard. Further, M/s Deloitte Haskins & Sells LLP, Chartered Accountants have furnished a certificate to the effect that their reappointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for reappointment.

As required under Clause 41 of the Listing Agreement, M/s Deloitte Haskins & Sells LLP, Chartered Accountants have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

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

COST AUDIT:

In accordance with Companies (Cost Records and Audit) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to Balaji Telefilms Limited.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s K.C. Nevatia & Associates as Secretarial Auditors of the Company.

The Secretarial Audit Report is appended as Annexure II to this report.

DIRECTOR'S EXPLANATION TO QUALIFICATION IN SECRETARIAL AUDIT REPORT:

QUALIFICATION:

The provisions of Section 135 of the Companies Act, 2013 are applicable to the Company and accordingly a sum of Rs. 29.94 Lacs being 2% of the average net profits of the Company made during the three immediately preceding financial years were required to be spent by the Company during the financial year 2014-15 as per its Corporate Social Responsibility Policy. However, the Company has spent an aggregate amount of Rs. 21.33 Lacs on its Corporate Social Responsibility activities during the said financial year.

BOARD EXPLANATION:

The shortfall in the expenditure during the year 2014-15, was due to lack of suitable projects within the Company's Corporate Social Responsibility Policy.

The Company will spend the requisite amount under Section 135 of the Companies Act 2013, in the financial year 2015-16.

COMMITTEES OF THE BOARD:

Currently, the Board has the following Committees:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholder Relationship Committee.

d) Risk Management Committee.

e) Internal Complaints Committee.

f) Corporate Social Responsibility Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Section in this Annual Report.

AUDIT COMMITTEE:

The current composition of Audit Committee is as follows:

Chairman : Mr. D. G. Rajan - Independent Director

Members : Mr. Jeetendra Kapoor - Non-Executive Director

Mr. Pradeep Sarda - Independent Director

Mr. D.K. Vasal - Independent Director

Mr. V.B. Dalal - Independent Director

Secretary : Mrs. Simmi Singh Bisht

All the recommendations made by the Audit Committee during the year were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE:

The current composition of Nomination and Remuneration Committee is as follows:

Chairman : Mr. Ashutosh Khanna- Independent Director

Members : Mr. Jeetendra Kapoor - Non -Executive Director

Mr. Pradeep Sarda - Independent Director

Mr. D.K. Vasal - Independent Director

STAKEHOLDER RELATIONSHIP COMMITTEE:

The current composition of Stakeholder Relationship Committee is as follows:

Chairman : Mr. Jeetendra Kapoor - Non- Executive Director

Members : Mrs. Shobha Kapoor - Executive Director

Ms. Ekta Kapoor - Executive Director

Mr. D.K. Vasal - Independent Director

RISK MANAGEMENT COMMITTEE:

Chairperson : Mrs. Shobha Kapoor- Executive Director

Members : Mr. Jeetendra Kapoor- Non Executive Director

Mr. D.G. Rajan- Independent Director

Mr. Ashutosh Khanna - Independent Director

Mr. V.B. Dalal - Independent Director

INTERNAL COMPLAINTS COMMITTEE:

The current composition of Internal Complaints is as follows:

Chairperson : Mrs. Shobha Kapoor- Executive Director

Members : Mr. Sameer Nair- Group CEO

Mrs. Coralie Ansari- Group Head - HR

Mrs. Simmi Singh Bisht- Company Secretary

Mr. Ayan Roy Chowdhury- General Counsel - Legal

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The composition of the Corporate Social Responsibility Committee is as follows:

Chairman : Mr. Jeetendra Kapoor- Non Executive Director.

Members Mrs. Shobha Kapoor- Executive Director.

Mr. D.G. Rajan- Independent Director.

Mr. Ashutosh Khanna - Independent Director.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of Annual Return in Form MGT-9 is appended as Annexure III to this report.

INTERNAL FINANCIAL CONTROL:

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

CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2014-15.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The Corporate Social Responsibility Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (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 Composition of Corporate Social Responsibility Committee is as follows:

Chairman : Mr. Jeetendra Kapoor- Non-Executive Director.

Members : Mrs. Shobha Kapoor- Executive Director.

Mr. D.G. Rajan- Independent Director.

Mr. Ashutosh Khanna- Independent Director.

The Annual Report on CSR activities is annexed herewith as Annexure IV.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a 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 workgroups. The confidentiality of those reporting 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 www.balajitelefilms.com and is appended as Annexure V to this Report.

CONSERVATION OF ENERGY:

ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy- efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.

TECHNOLOGY ABSORPTION:

The Company's 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.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings is Rs. 35.61 Lacs (Previous Year: Rs.7.33 Lacs) and the foreign exchange outgo is Rs. 6.45 Lacs (Previous Year Rs. Nil) as given in Point 23.9 & 23.10 in notes forming part of the financial statements.

FIXED DEPOSITS:

During the year under review the Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMuNERATION OF Managerial PERSONNED 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 VI (a) to this Report.

Disclosure under rule 5(2) AND RuLE 5(3) OF THE COMPANIES (APPOINTMENT AND REMuNERATION OF MANAGERIAL PERSONNEL) RuLES, 2014

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure VI (b) to this Report.

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 your Company, in terms of Clause 49(X) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

MEETINGS OF THE BOARD:

During the year under review, Five (5) meetings of the Board of Directors were held the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.

NOMINATION & REMuNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection & appointment of Directors, Senior Management and their remuneration. The Nomination & Remuneration Policy is attached along with the Corporate Governance Report of the Company that forms part of the Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) In the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards had been followed along with proper explanation relating to any material departures.

b) The Directors had selected such accounting policies and applied them consistently and made judgments 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 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 31,2015 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.

RELATED PARTY TRANSACTIONS:

All related party transactions of the Company are placed before the Audit Committee as also the Board for approval. Transactions with the related parties are disclosed in Note No. 23.8 in 'Notes forming part of the financial statements' annexed to the Financial Statements of the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

Particulars of Contracts or Arrangements made with related parties referred to in Section 188 (1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure VII to the Board's Report.

BOARD EVALUATION:

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. Schedule IV of Companies Act, 2013 mandates that annual performance evaluation of Directors should be carried out by Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in this Annual Report. The Board approved the evaluation process results as collated by the Nomination & Remuneration Committee of the Company.

RISK Management:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee of the Company. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

Sexual HARASSMENT:

The Company has in place an Anti Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

During the year 2014-15, no sexual harassment complaint has been registered with the Company.

Particulars OF LOANS, GuARANTEES OR INvESTMENTS:

Details of loans, guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGuLATORS OR COuRTS:

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

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - investors, customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Your Directors also wish to thank their employees for their dedicated services.

For & on behalf of the Board of Directors,

Sd/- Jeetendra Kapoor Mumbai, May 20, 2015 Chairman

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Mar 31, 2014

The Directors take pleasure in presenting the 20th Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2014.

COMPANY PERFORMANCE:

A) FINANCIAL HIGHLIGHTS

The salient features of the Company''s financial results for the year under review are as follows:

in Lakhs

Particulars 2013-14 2012-13

Income from operations 131,53.69 140,85.25

Total expenditure 126,76.98 134,45.76

Operating profit 4,76.71 6,39.49

Interest 1,18.86 8.52

Depreciation 5,45.38 7,86.37

Operating (loss) after interest and depreciation (1,87.53) (1,55.40)

Other income 17,89.09 18,16.81

Profit before tax 16,01.56 16,61.41

Provision for taxation 5,99.47 3,28.45

Net profit after tax 10,02.09 13,32.96

Balance brought forward from previous year 207,22.90 198,28.40

Appropriations:

Disposable profits 217,24.99 211,61.36

Proposed dividend 2,60.84 2,60.84

Corporate dividend tax 44.33 44.33

Transfer to general reserve 1,00.21 1,33.30

Balance carried to balance sheet 213,19.61 207,22.90

B) RESULTS OF OPERATIONS

For the year ended March 31, 2014, the Company earned total revenue of Rs. 131,53.69 Lacs, a decrease of 7 % over the previous year''s Rs. 140,85.25 Lacs. As per the consolidated accounts, the total revenues have increased by 119% from Rs. 185,97.48 Lacs to Rs. 407,46.01 Lacs during the year under review. The Company earned net profit of Rs. 10,02.09 Lacs during the year under review as compared to net profit of Rs. 13,32.96 Lacs in the previous year.

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

APPROPRIATIONS:

DIVIDEND

The Directors are pleased to recommend a final dividend of Rs. 0.40 per share (20% on a par value of Rs. 2 per share) for the approval of the members. The final dividend, if declared as above, would involve an outflow of Rs. 2,60.84 Lacs towards the dividend (previous year Rs. 2,60.84 Lacs) and Rs. 44,33 Lacs towards dividend tax (previous year Rs. 44.33 Lacs), resulting in a total outflow of Rs. 3,05.17 Lacs.

TRANSFER TO RESERVES

We propose to transfer Rs. 1,00.21 Lacs to the general reserve out of the amount available for appropriations. An amount of Rs. 213,19.61 Lacs is proposed to be retained in the profit and loss account.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report.

PUBLIC DEPOSITS:

During the year, your Company has not accepted and/or renewed any public deposits in terms of the provisions of Section 58A the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

SUBSIDIARY:

The Company has two (2) wholly owned subsidiaries namely Balaji Motion Pictures Limited (BMPL), incorporated in March 2007 and Bolt Media Limited (BOLT), incorporated in November 2012.

BALAJI MOTION PICTURES LIMITED (BMPL):

Balaji Motion Pictures Limited (BMPL), a wholly owned subsidiary of Balaji Telefilms Limited which is into movie production, has produced and released 6 movies during FY 2014. These were Ek Thi Daayan, Shootout at Wadala, Lootera, Once Upon a Time in Mumbai Dobaara, Shaadi Ke Side Effects and Ragini MMS-2.

In FY 2014, we scaled output substantially with diverse subjects and genres, cementing our position as a film company to reckon with. During the year under review we pride ourselves in being the only studio with the highest industry turnover despite being the youngest in the business. We successfully undertook distribution of some of our movies in limited territories, giving us the confidence to be across the value chain, from production to distribution. Going forward, BMPL aims to further scale up its healthy and steady pipeline of movies.

During FY 2015, BMPL released Main Tera Hero and Kuku Mathur Ki Jhand Ho Gayi so far. Ek Villan is next in line. A host of other projects are at various stages in their life cycle and are under planning for FY 2015 and FY 2016.

BMPL aims to build on its credibility as a leading motion picture studio and maintain focus on scripts, budgets, economies of scale and innovative marketing. The emphasis will continue on optimising risk-return trade-off by pre-sale of rights.

BOLT MEDIA LIMITED (BOLT):

Bolt Media Limited (BOLT), a wholly owned subsidiary of Balaji Telefilms Limited, has completed one full year of operations during FY2014 and has established itself well in the entertainment fraternity. During the year under review, it created two new TV shows – Ye Jawaani Tara Riri, a 78-part series for a bi-weekly show on Channel V, and Love by Chance, an episodic romcom on Bindaas TV, these shows would be broadcasted in the fiscal year 2014-15. In addition, two more TV shows created in FY2014 are in the process of getting aired by broadcasters. One of these is a 10-series epic documentary, while Dharma Kshetra, the second one, is a 26-series neo- mythological courtroom drama.

During the year, BOLT signed an AFP with the consumer products major Johnson & Johnson India to create a TV show for Life OK. The specialised show focused on how some successful women, Ekta Kapoor, Kiran Bedi, Anjali Bhagwat, Deepika Kumari, Chhavi Rajavat, among others, achieved their true calling in the light of change. The subsidiary is currently in the process of producing TV commercials and web-based advertisements for Johnson & Johnson India. BOLT aims to double its top line by the end of FY2015.

DIRECTORS:

Mr. D. K. Vasal was appointed as Additional (Non-Executive) Director of the Company w.e.f. May 15, 2014. As per the provisions of Section 161 of the Companies Act, 2013 he will hold office upto the date of the ensuing Annual General Meeting of the Company. Directors recommend his appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. May 15, 2014. The Company has received notice under Section 160 of the Companies Act, 2013, together with requisite deposit proposing appointment of Mr. D. K. Vasal as Director of the Company.

In accordance with the Articles of Association of the Company, Mr. Jeetendra Kapoor Director retire by rotation at the forthcoming Annual General Meeting of the Company and being eligible, offer himself for re-appointment.

Mr. P. K. Sarda, Independent Director of the Company be re-appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. April 1, 2014. The Company has received notice under Section 160 of the Companies Act, 2013 together with requisite deposit proposing appointment of Mr. P. K.Sarda as Director of the Company.

Mr. D.G.Rajan, Independent Director of the Company be re-appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. April 1, 2014. The Company has received notice under Section 160 of the Companies Act, 2013 together with requisite deposit proposing appointment of Mr. D.G.Rajan as Director of the Company.

Mr. Ashutosh Khanna, Independent Director of the Company be re-appointment as Independent Director for a term of five years at the ensuing Annual General Meeting pursuant to Section 149 (10) of the Companies Act, 2013 w.e.f. April 1, 2014. The Company has received notice under Section 160 of the Companies Act, 2013 together with requisite deposit proposing appointment of Mr. Ashutosh Khanna as Director of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Sub–Section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

A brief profile of these Directors containing the details of their age, qualifications, expertise, other directorships, committee memberships, etc. has been given in the Statement attached to the Notice for the ensuing Annual General Meeting.

Mr. Akshay Chudasama who was an Independent Director ceased to be director of the company w.e.f. July 31, 2013 due to his resignation.

None of the Directors of the Company are disqualified under Section 274(1)g of the Companies Act, 1956.

MANAGEMENT:

During the year under review, following appointment and resignations of Key Managerial Personnel have taken place:

Appointment:

Name Designation Effective Date

Mrs. Simmi Singh Bisht Company Secretary May 27, 2013

Resignation:

Name Designation Effective Date

Ms. Alpa Shah Company Secretary May 27, 2013

AUDITORS'' AND AUDITORS'' REPORT:

M/s Deloitte Haskins & Sells LLP, Chartered Accountants and M/s Snehal & Associates, Chartered Accountants, Joint Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re–appointment.

The Company has received letters from all of them to the efect that their re–appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualiied for re–appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self–explanatory and do not call for any further comments.

AUDIT CHARTER:

The Audit Committee constituted by the Company consists of following directors:

1. Mr. D.G Rajan- Chairman

2. Mr. Jeetendra Kapoor- Member

3. Mr. Pradeep Sarda- Member

4. Mr. D.K. Vasal- Member

The Audit Committee acts in accordance with the terms of reference as specified under Section 177(4) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with Stock Exchanges and the Scope of Audit Committee as envisaged in Audit Charter.

CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2013-14.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Directors have constituted the Corporate Social Responsibility Committee. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the said Policy and recommending the amount to be spent on CSR activities.

WHISTLE BLOWER POLICY:

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism of reporting illegal or unethical behaviour. The Company has a 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 workgroups. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

PARTICULARS OF EMPLOYEES:

Particulars of employees, as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are set out as under:

Sr. No. Full Name Current Gross Qualification

Designation & Remune Nature of Duties ration

(in Lakhs)

1. Mrs. Shobha Kapoor Managing 1,10,12,400 -

Director

2. Ms. Ekta Kapoor Joint Managing 51,25,250 -

Director

3. Mr. Ketan Gupta Chief Operating 60,00,000 B.Com

Officer - Special Projects

4. *Mr. Jay Sampat Group Strategy 44,01,144 Engineering,

Head M.M.S & CFA

(ICFAI)

Sr.Full Name Date Experience Age Previous

No. of (Years) (Years) Employment Joining 1.Mrs.Shobha Kapoor November 19 65 N/A

10, 1994 2.Ms.Ekta Kapoor November 19 39 N/A 10,1994

3.Mr.Ketan Gupta February 17 36 Head Production

1, 2012 & Operations, Fox

- Television Studio India Pvt Ltd

4.*Mr.Jay Sampat August 10 39 Accenture 1, 2013

Note:

1. The gross remuneration shown above comprises of salary, commission, allowances, Company''s contribution to provident fund, gratuity fund, medical insurance and monetary value of the perquisites as per income tax rules.

2. Services of Mrs. Shobha Kapoor and Ms. Ekta Kapoor are terminable by twelve months'' notice respectively. Services of all other employees mentioned above are terminable by either party in accordance with the terms and conditions specified in their appointment letter.

3. None of the employees mentioned above are related to any Directors of the Company, except for Mrs. Shobha Kapoor and Ms. Ekta Kapoor, who are related to each other.

4. As on March 31, 2014, Mrs. Shobha Kapoor held 91,29,462 shares constituting 14% and Ms. Ekta Kapoor held 1,35,72,704 shares constituting 20.81% of the issued and paid up share capital in the Company, respectively.

5. * Indicates employed for part of the year.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956:

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiaries. We have attached the Directors'' Report, Auditors'' Report, Balance Sheet and Profit and Loss account of Balaji Motion Pictures Limited and Bolt Media Limited, the wholly owned subsidiaries of the Company and the statement under Section 212 of the holding company''s interest in the subsidiary. The Company also presents the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and financial condition of the Company.

CONSERVATION OF ENERGY:

ENERGY CONSERVATION MEASURES TAKEN BY THE COMPANY

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy- efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use Compact Fluorescent Lamp (CFL) fixtures to reduce the power consumption in the illumination system.

ADDITIONAL INVESTMENTS AND PROPOSALS, IF ANY, BEING IMPLEMENTED FOR REDUCTION OF CONSUMPTION OF ENERGY

We regularly conduct a survey of our existing infrastructure and assess the need to adopt newer energy efficient technologies.

IMPACT OF THE MEASURES AND CONSEQUENT IMPACT ON THE COST OF PRODUCTION OF GOODS

Energy costs comprise a miniscule part of our total expenditure and the financial impact of these measures is not material.

TOTAL ENERGY CONSUMPTION

Since the Company does not form part of the list of industries specified in the schedule, the same is not applicable to the Company.

TECHNOLOGY ABSORPTION:

The Company''s 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.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange earnings is Rs. Nil , (Previous Year :Rs. Nil) and the foreign exchange outgo is Rs. Nil, (Previous YearRs. 45.51 Lacs) as given in Point 23.9 in notes forming part of the financial statements.

FIXED DEPOSITS:

During the year under review the Company has not accepted any fixed deposit and as such, no amount of principal or interest was outstanding as on the balance sheet date.

CORPORATE GOVERNANCE:

Your Company has been practising 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 your Company, in terms of Clause 49(VI) of the Listing Agreement together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confirm that:

- In the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanation relating to any material departures;

- Such accounting policies had been selected and applied consistently and judgments and estimates, made 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 of the Company for the year under review;

- Proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- The annual accounts for the financial year ended March 31, 2014 had been prepared on a ''going concern'' basis.

ACKNOWLEDGEMENTS

Your Directors wish to acknowledge with gratitude and place on record their appreciation to all stakeholders - customers, suppliers, business associates, banks, regulatory and governmental authorities for their cooperation, assistance and support. Your Directors also wish to thank all the shareholders for their sustained confidence and their employees for their dedicated services.

For & on behalf of the Board of Directors,

Jeetendra Kapoor

Mumbai, May 15, 2014 Chairman

---

Mar 31, 2012

The Directors take pleasure in presenting the Eighteenth Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

(Rs. in Lacs)

2011-12 2010-11

income FROM operations 12,935.60 15,053.87

Total expenditure 13,645.25 15,283.41

Operating profit /(loss) (709.65) (229.54)

Interest - -

Depreciation 710.84 1,070.30

Operating profit /(loss)after interest and depreciation (1,420.49) (1,299.84)

Other income 2,648.95 1,546.76

Profit before tax 1,228.46 139.95

Provision for taxation (90.44) (95.52)

Net profit before tax before discontinuing operations 1,318.87 342.44

Loss from Discontinuing Operations (157.88) 684.10

Tax expenses from Discontinuing Operations 1.28

Net profit after tax before discontinuing operations 1,160.99 (340.38)

Balance brought forward from previous year 18,935.07 19,427.53

APPROPRIATIONS

Disposable profits 20,096.06 19,087.15

Proposed dividend 130.42 130.42

Corporate dividend tax 21.16 21.66

Transfer to general reserve 116.10 -

Balance carried to Balance Sheet 9,82838 893507

results of operations

For the year ended March 31, 2012, the Company earned total revenue of Rs. 12,935.60 Lacs, a decrease of 14.07% over the previous year's Rs. 15,053.87 Lacs. As per the consolidated accounts, the total revenues have decreased by 2.30% from Rs. 19,222.37 Lacs to Rs. 18,779.90 Lacs in the year under review. The Company incurred net profit of Rs. 1,160.99 Lacs during the year under review as compared to a net loss of Rs. 340.38 Lacs in the previous year.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis section of the Annual Report.

appropriations

Dividend

In accordance with the provisions of Companies (Declaration of Dividend out of Reserves) Rules, 1975, the Directors recommend a final dividend of Rs. 0.20 per share (10 percent on a par value of Rs. 2 per share) for the approval of the members. The final dividend, if declared as above, would involve an outflow of Rs. 130.42 Lacs towards the dividend (previous year Rs. 130.42 Lacs) and Rs. 21.16 Lacs towards dividend tax (previous year Rs. 21.66 Lacs), resulting in a total outflow of Rs. 151.58 Lacs.

Transfer To Reserves

We propose to transfer Rs. 116.10 Lacs to the general reserve out of the amount available for appropriations. An amount of Rs. 893.31 Lacs is proposed to be retained in the profit and loss account.

Subsidiary

The Company has one wholly owned subsidiary i.e. Balaji Motion Pictures Limited (BMPL), incorporated in March 2007, venturing into the filmed entertainment business.

Within three years of its formal existence, BMPL firmly established its place among the top 5 Indian motion picture studios. The youngest and fastest growing entity in the business today, BMPL has become synonymous with commercial cutting edge cinematic content supported by intensive and innovative marketing.

The studio has a number of award-winning and acclaimed box office blockbusters to its credit. Once Upon A Time in Mumbaai and Love Sexaur Dhokha set the ball rolling in 2010. With four releases, 2011 saw the rapid emergence of Alt Entertainment, BMPL's alternate brand, which stands for new-age cinema with alternate sensibilities. Shor in the City, an urban drama, emerged as the most acclaimed film of the year, while Ragini MMS, a paranormal thriller made on a shoe-string budget, became the biggest hit. Alt's foray into regional cinema with its maiden State Award-winning Marathi co-production, Taryanche Bait, was received with an overwhelming response and set new box office precedents. The year ended on a crescendo with the runaway success of The Dirty Picture, unarguably, the most acclaimed, celebrated and discussed film of Indian cinema.

Continuing its exponential growth curve, BMPL is expected to release three major productions in 2012-2013 and five in 2013-2014.

The Company's Board has approved an investment upto Rs. 150 Crores in form of interest free temporary loan/ advances to BMPL. BMPL achieved a turnover of Rs. 5,845.50 Lacs as against Rs. 4,169.70 Lacs during the previous fiscal. In the current financial year, BMPL has reported profit of Rs. 882.79 Lacs, as against Rs. 232.35 Lacs for the previous fiscal.

DIRECTORS

Mr. Jeetendra Kapoor and Mr. D. G. Rajan retire by rotation at the ensuing Annual General Meeting. Mr. Jeetendra Kapoor and Mr. D. G. Rajan being eligible, offer themselves for re-appointment.

The brief resume/details relating to the Directors who are to be appointed/re-appointed are furnished alongwith the notice convening the Annual General Meeting.

MANAGEMENT

On sale of the Education and Mobile business divisions, their respective Chief Executive Officers, Mr. Anurag Gupta and Mr. Punyasholk Bhakta have moved on with the divisions. Mr. Manuj Agarwal resigned from his position of Chief Executive Officer - Television.

AUDITORS

M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s. Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confirmed their eligibility and willingness for re- appointment if made the Joint Auditors of the Company and confirmed that, if appointed as auditors for the year 2012-13, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2011-12.

PARTICULARS OF EMPLOYEES

Particulars of employees, as required under the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, are set out as under:

Sr. Full Name Current Gross Qualification

No. Designation & Remuneration Nature of Duties (Rs.)

1 Anurag Gupta* Chief Executive 76,27,152 PGDBM IMT Officer - Education Gaziabad Business

2 Ekta Kapoor Joint Managing 1,32,30,600 Director



Full Name Date of Experience Age Previous Joining Years Years employ ment

Anurag Gupta* 25-Feb-10 20 Years 43 Chief Execu tive Officer, Frankfinn Institute of Air- Hostess Training

Ekta Kappor 10-Nov-94 17 Years 37 N/A



Sr. Full Name Current Gross Qualification No. Designation& Remuneration Nature of Duties (Rs.)

3 Ketan Gupta Chief Operating 60,00,000 B.Com Officer - Special Projects

4 Manuj Agarwal Chief Executive 95,67,379 PGDM - Officer - Television Marketing

5 Puneet Kinra Group Chief 2,50,00,008 MBA in Executive Officer Strategy & Finance

6 Shobha Kapoor Managing Director 1,10,12,400 -

7 Srinivasa Shenoy Chief Financial 63,00,000 PG in Finance Officer & Marketing, CA

8 Punyashlok Chief Executive 51,91,975 B.Sc., M.M.S Bhakta* Officer -New Media



Full Nmae Date of Experience Age Previous Joining Years Years Employment

Ketan Gupta 1-Feb- 15 Years 34 Head - Production 2012 & Operations, Fox - Television Studio India Pvt Ltd

Manuj Agawal 16-Jul- 14 Years 37 Chief Operating Officer, 2011 Percept Ltd

Puneet Kinra 15-Oct-08 18 Years 40 Associate Director, Price water house Coopers Pvt. Ltd.

Shobha Kapoor 10-Nov-94 17 Years 63 N/A

Srinivasa Shenoy 16-Feb-09 12 Years 36 Senior Vice President Entertainment Network (India) Ltd

Punya sholok 4-Apr- 13 Years 36 Business Head 2011 (Consumer Business) & Head of Marketing Hungama Digital Media Entertainment Pvt. Ltd.

Note:

1. The gross remuneration shown above comprises of salary, commission, allowances, Company's contribution to provident fund, gratuity fund, medical insurance and monetary value of the perquisites as per income tax rules.

2. The nature of employment in all cases is contractual. Services of Ms. Shobha Kapoor and Ms. Ekta Kapoor are terminable by twelve months' notice respectively. Services of all other employees mentioned above are terminable by either party, by giving three month's notice.

3. None of the employees mentioned above are related to any Directors of the Company, except for Ms. Shobha Kapoor and Ms. Ekta Kapoor, who are related to each other.

4. As on March 31, 2012, Ms. Shobha Kapoor held 1,00,37,500 shares constituting 15.39% and Ms. Ekta Kapoor held 1,05,00,488 shares constituting 16.10% of the issued and paid up share capital in the Company, respectively.

5. * Indicates employed for part of the year.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiaries. We have attached the Directors' Report, Auditors' Report, Balance Sheet and Profit and Loss account of Balaji Motion Pictures Limited, the wholly owned subsidiary of the Company and the statement under section 212 of the holding company's interest in the subsidiary. The Company also presents the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and financial condition of the Company.

AUDITORS' REPORT

The observations of Auditors in their report read with the relevant notes to accounts in Schedule 15 are self- explanatory and do not require further explanation.

conservation of energy

Energy conservation measures taken by the Company

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy-efficient equipment. Currently, we use CFL fixtures to reduce the power consumption in the illumination system.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy We regularly conduct a survey of our existing infrastructure and assess the need to adopt newer energy efficient technologies.

Impact of the measures and consequent impact on the cost of production of goods Energy costs comprise a miniscule part of our total expenditure and the financial impact of these measures is not material.

Total energy consumption

Since the Company does not form part of the list of industries specified in the schedule, the same is not applicable to the Company.

technology absorption

The Company's 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.

foreign exchange earnings and outgo

There was no foreign exchange earnings and the foreign exchange outgo is Rs. 102.89 Lacs, as given in Point 23.8 in notes forming part of the financial statements.

fixed deposits

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

corporate governance

A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges forms part of this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

directors' responsibility statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confirm :

A That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

A That they have selected such accounting policies and applied them consistently and made judgments 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 or loss of the Company for that period;

A That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

A That they have prepared the annual accounts on a going concern basis.

acknowledgements

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, bankers and other business associates. Your Directors further wish to place on record their appreciation of the exemplary contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support enabled the Company to achieve consistent growth.

On behalf of the Board of Directors,

May 11, 2012 Jeetendra Kapoor

Mumbai Chairman

---

Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting the Seventeenth Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2011.

Financial results

(Rs. in Lacs)

Particulars 2010-11 2009-10

Income from operations 15,194.14 15,282.41

Total expenditure 16,162.93 15,340.87

Operating profit /(loss) (968.79) (58.46)

Interest - -

Depreciation 1,117.82 1,033.43

Operating profit /(loss)after interest and

depreciation (2,086.61) (1,091.89)

Other income 1,654.62 3,317.16

Profit before tax (431.99) 2,225.27

Provision for taxation 91.61 706.18

Net profit after tax (340.38) 1,519.09

Balance brought forward from previous year 19,427.53 18,290.55

Appropriations

Disposable profits 19,087.15 19,809.64

Proposed dividend 130.42 195.63

Corporate dividend tax 21.66 33.26

Transfer to general reserve - 153.22

Balance carried to Balance Sheet 18,935.07 19,427.53

RESULTS OF OPERATIONS

For the year ended March 31, 2011, the Company earned total revenue of Rs. 16,848.76 Lacs, a decrease of 9.41% over the previous year's Rs. 18,599.57 Lacs. As per the consolidated accounts, the total revenues have increased by 9.70% from Rs. 19,190.54 Lacs to Rs. 21,052.27 Lacs in the year under review. The Company incurred net loss of Rs. 340.38 Lacs during the year under review as compared to a net profit of Rs. 1,519.09 Lacs in the previous year.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis section of the Annual Report.

APPROPRIATION

Dividend

In accordance with the provisions of Companies (Declaration of Dividend out of Reserves) Rules, 1975, the Directors recommend a final dividend of Rs. 0.20 per share (10 per cent on a par value of Rs. 2 per share) for the approval of the members. The final dividend, if declared as above, would involve an outflow of Rs. 130.42 Lacs towards the dividend (previous year Rs. 195.63 Lacs) and Rs. 21.66 Lacs towards dividend tax (previous year Rs. 33.26 Lacs), resulting in a total outflow of Rs. 152.08 Lacs.

Transfer to Reserves

Since the Company has incurred losses during the year, no amount has been transferred to the General Reserve. Dividend has been declared out of the accumulated profits available for distribution. Post proposed dividend, an amount of Rs. 18,935.07 Lacs has been retained in the Profit and Loss Account.

Subsidiary

The Company has one wholly owned subsidiary i.e. Balaji Motion Pictures Limited (BMPL), incorporated in March 2007, to handle the filmed entertainment business.

The year has been an eventful one for BMPL. The box office blockbuster, 'Once Upon A Time in Mumbai', emerged as one of the most celebrated films of the year, bagging multiple awards in various categories.

Subsequent to the financial year end, 'Short in the City', the most acclaimed film of the season, and 'Raging MMS', an unconventional paranormal thriller, were both released successfully, and established the company's Alt brand, which stands for new-age commercial cinema with alternate sensibilities.

In April 2011, BMPL forayed into regional cinema with its maiden Marathi co- production, 'Taryanche Bait', which received an overwhelming response from the media and audiences alike, and set new precedents at the box office.

BMPL is currently filming its forthcoming multi-starrer, 'The Dirty Picture', which is due for a release later this year.

A number of other projects are under active discussion. The Company expects to release as many as five films in 2012-2013, compared to four in 2011-2012 and two in 2010-2011.

BMPL achieved a turnover of Rs. 4204.71 Lacs as against Rs. 592.17 Lacs during the previous fiscal. In the current financial year, BMPL has reported profit of Rs. 288.86 Lacs against a loss of Rs. 889.90 Lacs for the previous fiscal.

Directors

Mr. Ashutosh Khanna and Mr. Tusshar Kapoor were appointed as Additional (Non-Executive) Directors of the Company with effect from August 27, 2010. As per the provisions of section 260 of the Companies Act, 1956, they will hold office upto the date of the ensuing Annual General Meeting of the Company.

The Company has received notices under section 257 of the Companies Act, 1956, together with requisite deposit proposing appointment of Mr. Ashutosh Khanna and Mr. Tusshar Kapoor as Directors of the Company.

Mr. Akshay Chudasama and Mr. Pradeep Sarda retire by rotation at the ensuing Annual General Meeting. Mr. Akshay Chudasama and Mr. Pradeep Sarda being eligible, offer themselves for re- appointment.

The brief resume/details relating to the Directors who are to be appointed/re- appointed are furnished alongwith the notice convening the Annual General Meeting.

MANAGEMENT

Mr. Manuj Agarwal was appointed as Chief Executive Officer - Television, effective July 30, 2010. Mr. Uday Sodhi, Chief Executive Officer – New Media, resigned effective September 18, 2010 and Mr. Punyashlok Bhakta was appointed as Chief Executive Officer – New Media, effective April 4, 2011.

AUDITORS

M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s. Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confirmed their eligibility and willingness for re-appointment if made the Joint Auditors of the Company and confirmed that, if appointed as auditors for the year 2011–12, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the financial year 2010-11.

PARTICULARS UNDER SECTION 212 OF THE COMPANIES ACT, 1956

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiary. We have attached the Directors' Report, Auditor's Report, Balance Sheet and Profit and Loss Account of Balaji Motion Pictures Limited, the wholly owned subsidiary of the Company and the statement under section 212 of the holding company's interest in the subsidiary. The Company also presents the audited consolidated financial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and financial condition, and are accepted globally.

AUDITORS REPORT

The observations of Auditors in their report read with the relevant notes to accounts in Schedule 15 are self-explanatory and do not require further explanation.

CONSERVATION OF ENERGY

Energy conservation measures taken by the Company

Our operations are not energy intensive. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy-efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible, and regularly upgrade old equipment with more energy- efficient equipment. Currently, we use CFL fixtures to reduce the power consumption in the illumination system.

Additional investments and proposals, if any, being implemented for reduction of consumption of energy We regularly conduct a survey of our existing infrastructure and assess the need to adopt newer energy efficient technologies.

Impact of the measures and consequent impact on the cost of production of goods

Energy costs comprise a miniscule part of our total expenditure and the financial impact of these measures is not material.

Total energy consumption

Since the Company does not form part of the list of industries specified in the schedule, the same is not applicable to the Company.

TECHNOLOGY ABSORPTION

The Company's 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 better production value, as a regular process.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no foreign exchange earnings and the outgo is Rs. 55.92 Lacs, as given in Point 15 in Schedule 15 (statement of significant accounting policies and notes forming part of accounts) of the Financial Statements.

FIXED DEPOSITS

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

CORPORATE GOVERNANCE

A separate section on corporate governance and a certificate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges forms part of this Annual Report.

Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confirm

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- Thatthey have selected such accounting policies and applied them consistently and made judgments 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 or loss of the Company for that period;

- That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That they have prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere appreciation for the excellent support and co-operation extended by the shareholders, bankers and other business associates. Your Directors further wish to place on record their appreciation of the exemplary contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support enabled the Company to achieve consistent growth

On behalf of the Board of Directors,

Jeetendra Kapoor Chairman

May 23, 2011 Mumbai

---

Mar 31, 2010

The Directors take pleasure in presenting the Sixteenth Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2010.

FinanciaL results

(Rupees in Lacs)

Particulars 2009-10 2008-09

income from operations 15,282.41 29,491.89

Total expenditure 15,340.87 25,515.28

operating profit /(loss) (58.46) 3,976.61

interest 0.00 0.00

Depreciation 1,033.43 2,352.26

operating profit /(loss)after interest and depreciation (1,091.89) 1,624.35

Other income 3,317.16 2,127.03

profit before tax 2,225.27 3,751.38

Provision for taxation 706.18 1,119.26

net profit after tax 1,519.09 2,632.12

Balance brought forward from previous year 18,290.55 16,154.01

appropriations

Disposable profits 19,809.64 18,786.13

Proposed dividend 195.63 195.63

Corporate dividend tax 33.26 33.26

Transfer to general reserve 153.22 266.69

Balance carried to Balance Sheet 19,427.53 18,290.55

Results of operations

For the year ended March 31, 2010, the Company earned total revenue of Rs. 18,599.57 Lacs, a decrease of 41.18% over the previous year’s Rs. 31,618.92 Lacs. As per the consolidated accounts, the total revenues have decreased by 46.02% from Rs. 35,641.37 Lacs to Rs. 19,238.03 Lacs in the year under review. The net profit of the Company for the year decreased from Rs. 2,632.12 Lacs to Rs. 1519.09 Lacs in the year under review, a decrease of 42.55%.

A detailed discussion on the business performance is presented in the Management Discussion and Analysis section of the Annual Report.

AppropriaTions

Dividend

The Directors are pleased to recommend a fnal dividend of Rs. 0.30 per share (15 per cent on a par value of Rs. 2 per share) for the approval of the members. The fnal dividend, if declared as above, would involve an outfow of Rs. 195.63 Lacs towards the dividend (previous year Rs. 195.63 Lacs) and Rs. 33.26 Lacs towards dividend tax (previous year Rs. 33.26 Lacs), resulting in a total outfow of Rs. 228.89 Lacs, same as in the previous year. Dividend (including dividend tax) as percentage of profit after tax is 14.94%, as compared to 8.58% in the previous year.

Transfer To reserves

We propose to transfer Rs. 153.22 Lacs to the general reserve out of the amount available for appropriations. An amount of Rs. 19,427.53 Lacs is proposed to be retained in the profit and loss account.

Subsidiary

During the year the Company had one wholly owned subsidiary: Balaji Motion Pictures Limited (BMPL).

BMPL was established in March 2007 to handle the flm related business of the Company. BMPL successfully released one movie during the year. It has completed production of three flms which are tentatively scheduled for release in the fnancial year 2010-11. Further, the Company is at various stages of discussion with various parties for additional movie ventures during the year. BMPL achieved turnover of Rs. 638.58 Lacs compared to Rs. 4,256.06 Lacs of last year. In the current fnancial year BMPL has reported loss of Rs. 889.90 Lacs compared to loss of Rs. 2,331.06 Lacs for last year.

Directors

Mr. D. G. Rajan was appointed as Additional (Non- Executive and Independent) Director of the Company with effect from July 19, 2010. As per the provisions of section 260 of the Companies Act, 1956, he will hold offce upto the date of the ensuing Annual General Meeting of the Company.

The Company has received notice under section 257 of the Companies Act, 1956, together with requisite deposit proposing appointment of Mr. D. G. Rajan as Director of the Company.

Mr. Jeetendra Kapoor and Mr. Dhruv Kaji retire by rotation at the ensuing Annual General Meeting. Mr. Jeetendra Kapoor and Mr. Dhruv Kaji being eligible, offer themselves for re-appointment.

The brief resume/details relating to the Directors who are to be appointed/re-appointed are furnished alongwith the notice convening the Annual General Meeting.

Management

Mr. Nachiket Pantvaidya, Chief Executive Offcer - Television resigned effective October 31, 2009 and Mr. Anurag Gupta was appointed as Chief Executive Offcer - Education effective February 25, 2010. Mr. Srinivasa Shenoy was appointed as Chief Financial Offcer of the Company in place of Mr. Sunil Shahani, who resigned effective september 22, 2009.

Auditors

M/s. Deloitte Haskins and Sells, Chartered Accountants, Mumbai and M/s. Snehal & Associates, Chartered Accountants, Mumbai, the Joint Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have also confrmed their eligibility and willingness for re- appointment if made the Joint Auditors of the Company and confrmed that, if appointed as auditors for the year 2010- 11, their appointment will be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Consolidated Financial Statements

In compliance with the Accounting Standard 21 on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the fnancial year 2009-10.

Sr. Full Name Current Designation & Gross No. Nature of Duties No. Remuneration

(Rupees)

1 Abhijit Nath* Vice President-Risk and Investments 19,31,237

2 Anurag Gupta* Chief Executive Officer-Education Business 9,53,107

3 ArpitAgrawal* Sr. Vice President-Operations 29,16,667

4 Ashish Gharde Chief People Officer 49,88,076

5 Darshan Patodi* Vice President-Internet-New Media 26,29,347

6 Ekta Kapoor Joint Managing Director 1,32,30,600

7 Gaurav Chopra* Financial Controller 16,75,241

8 Malini Rai* Vice President-Corporate Communications 10,71,667

9 ManishVerma* Chief Technology Officer 18,38,712

10 Meenakshi Roy* Chief People Officer 12,09,677

11 Nachiket Pant vaidya* Chief Executive Officer-Television 61,25,397

12 Nidhiee Sharma* Vice President-International Business 8,08,394

13 PuneetKinra Group Chief Executive Officer 1,90,00,000

14 Rajneel Kumar Vice President-Mobile Revenue - New Media 24,22,320

15 Rajnikant Dhorajia* SeniorVice President- Mobile - New Media 36,90,235

16 Ramalingam Chief Executive Officer 38,30,520 Karthikeyan*

17 Rohit Chopra* Chief Legal Officer 35,09,991

18 SakettSaawhney* General Manager-Production 17,93,884

19 SanjayAggarwal* Chief Risk & Investment Officer 10,83,333

20 Shobha Kapoor Managing Director 1,10,12,400

21 Simmi Kama* SeniorVice President-Business Development 21,25,605

22 Srinivasa Shenoy Chief Financial Officer 43,66,667

23 Subhaa Venkat* Vice President-Creative-Television 15,80,387

24 SunilShahani* Chief Financial Officer 25,45,840

25 UdaySodhi Chief Executive Officer-New Media 70,00,008

26 VinodAhuja* SeniorVice President 3,33,337

Full Name Qualification Date of Joining Experience

Abhijit Nath MBA July 14, 2009 5 Years

Anurag Gupta PGDBMFeb 25, 2010 18 Years

Arpit Agrawal Matriculation April 1,2009 14Years

Ashish Gharde MBA Feb 12, 2008 12Years

Darshan Patodi MBA April 23, 2009 10 Years

Ekta Kapoot - Nov 10,1994 15 Years

Gaurav Chopra B.Com, CA&CIMA Sep 10,2009 11 Years

Bachelors in

Malini Rai May 18,2009 12Years Journalism, MBA

Manish Verma B.E., MDP Oct 7, 2009 16 Years

Meenakshi Roy B.A., DHRM April 1,2009 16 Years

Nachiket Pantvaidya B.Sc, PGDM-IIMA Feb 16,2009 16 Years

Nidhiee Sharma B.A., MBA Aug 25,2009 11 Years

Puneet Kinra MBA Oct 15, 2008 16 Years

Rajneel Kumar B.Com, PGDBM April 1,2009 10 Years

Rajnikant Dhorajia B.E..PGDBM April 16,2009 13 Years Ramalingam Karthikeyan M Sc, MBA " March 1,2000 16Years

Rohit Chopra B.A., LLB. May 6, 2009 11 Years

Sakett Saawhney B.Com May 1,2009 11 Years

Sanjay Aggarwal B.Com, BGL.CA April 27, 2009 9 Years

Shobha Kapoor - Nov 10,1994 15 Years

Simmi Karna M.Sc, M.Phil Aug 17,2009 6 Years

Srinivasa Shenoy PGDBM, CA Feb 16,2009 10 Years

Subhaa Venkat B.Com, MA Aug 5,2009 24 Years

Sunil Shahani CA, CWA Feb 11,2009 17 Years

Uday Sdhi B.Sc, MMS Feb 16,2009 19 Years

Vinod Ahuja M.Sc, PGDBM Jan 5,2009 41 Yearrs

Full Name Age Previous Employment

Abhijit Nath 28 Rreef India Advisors Pvt. Ltd.

Anurag Gupta 41 Frankfinn Aviation Services Pvt. Ltd.

Ashish Gharda 39 MiditechPvt.Ltd.

Darshan Patodi 35 Music Broadcast India Pvt. Ltd.

Ekta Kapoor 33 Reliance Big Entertainment Pvt. Ltd.

Gaurav Chopra 35 N/A

Malini Rai 33 The Bombay Dyeing And Manufacturing Co. Ltd.

Manish Verma 33 Kingfisher Airlines Ltd.

Meenakshi Roy 36 Yahoo India Pvt. Ltd

Nachiket Pantvaidaya40 Mentamind Consulting

Nidhiee Sharma 39 BBC Global Channels

Puneet Kinra 36 Independent Producers Director

Rajneel Kumar 38 PricewaterhouseCoopers Pvt. Ltd.

Rajnikant Dhorjia 34 Reliance Big Entertainment Pvt. Ltd.

Ramalingam 38 People Infocom Pvt. Ltd.

Karthikeyan 41 Nimbus Communications Ltd.

Rohit Chopra 35 Reliance Big Broadcasting Pvt. Ltd.

Sakett Saawhney 31 Ram Gopal Verma

Sanjay Aggarwal 38 Atherstone Capital

Shobha Kapoor 61 N/A

Simmi Kama 45 International Management Group

Srinivasa Shenoy 34 Entertainment Network (India) Ltd.

Subhaa Venkat 44 Radaan Media Works (I) Ltd.

Sunil Shahani 42 The Walt Disney Company India Pvt. Ltd.

Uday Sodhi 44 Rediff.com India Ltd.

Vinod Ahuja 58 Indian Army

ParticuLars under section 212 of The companies act, 1956

As per Section 212 of the Companies Act, 1956, we are required to attach certain documents of our subsidiaries. We have attached the directors’ report, auditors’ report, balance sheet and profit and loss account of Balaji Motion Pictures Limited, the wholly owned subsidiary of the Company and the statement under section 212 of the holding company’s interest in the subsidiaries. The Company also presents the audited consolidated fnancial statements in the Annual Report. We believe that the consolidated accounts present a full and fair picture of the state of affairs and fnancial condition, and are accepted globally.

AudiTors’ reporT

The observations of Auditors in their report read with the relevant notes to accounts in Schedule 15 are self- explanatory and do not require further explanation.

ConservaTion oF energy

Energy conservation measures taken by the company

Our operations are not energy intensive. However, signifcant measures are taken to reduce energy consumption by using energy-effcient computers and by purchasing energy-effcient equipment. We purchase PCs, laptops, air conditioners etc. that meet environmental standards, wherever possible and replace the old equipment with more energy-effcient equipment. Currently, we use CFL fxtures to reduce the power consumption in the illumination system.

Additional investments & proposals, if any, being implemented for reducing consumption of energy

We constantly evaluate new technologies and invest into this to make our infrastructure more energy effcient.

Impact of the measures and consequent impact on the cost of production of goods

As energy costs comprise a very small part of our total expenses, the fnancial impact of these measures is not material.

Total energy consumption

Since the Company does not form part of the list of industries specifed in the schedule, the same is not applicable to the Company.

TechnoLogy AbsorpTion

The Company’s research and development initiatives mainly consists of ideation of new subjects for our serials which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifable.

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 for better production values as a regular process.

Foreign exchange earnings and ouTgo

The foreign exchange earnings is Rs. 3,663.72 Lacs and the outgo is Rs. 16.2 Lacs, as given in Point 14 in Schedule 15 (statement of signifcant accounting policies and notes forming part of accounts) of the Financial statements.

Fixed deposiTs

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

CorporaTe governance

A separate section on corporate governance and a certifcate from Auditors of the Company regarding compliance of the conditions of corporate governance as stipulated under clause 49 of the listing agreement with the stock exchanges forms part of this Annual Report.

Certifcate of CEO / CFO, inter alia, confrming the correctness of the fnancial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the clause 49 of the listing agreements with stock exchanges, is also attached as a part of this Annual Report.

Directors responsibiltiy statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 and based on the representation received from the operating management, the Directors hereby confrm :

- That in the preparation of the annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

- That they have selected such accounting policies and applied them consistently and made judgments 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 fnancial year and of the

profit or loss of the Company for that period;

- That they have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- That they have prepared the annual accounts on a going concern basis.

Acknowledgements

Your Directors takes this opportunity to express their sincere appreciation for the excellent support and co- operation extended by the shareholders, bankers and other business associates. Your Directors further wish to place on record their appreciation of the exemplary contribution made by the employees at all levels, who, through their competence, hard work, solidarity, cooperation and support enabled the Company to achieve consistent growth.

On behalf of the Board of Directors,

Jeetendra Kapoor

Chairman

July 19, 2010

Mumbai