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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Notes to Accounts of G V Films Ltd.

Mar 31, 2025

(t) Provisions, contingent liabilities and contingent assets: Provisions for legal claims, service
warranties, volume discounts and returns are recognised when the Company has a present
legal or constructive obligation as a result of past events, it is probable that an outflow of
resources will be required to settle the obligation and the amount can be reliably estimated.
Provisions are not recognised for future operating losses. Where there are a number of similar
obligations, the likelihood that an outflow will be required in\ settlement is determined by
considering the class of obligations as a whole. A provision is recognised even if the likelihood
of an outflow with respect to any one item included in the same class of obligations may be
small. Provisions are measured at the present value of management''s best estimate of the
expenditure required to settle the present obligation at the end of the reporting period. The
discount rate used to determine the present value is a pre-tax rate that reflects current market
assessments of the time value of money and the risks specific to the liability. The increase in
the provision due to the passage of time is recognised as interest expense.

(u) Employee Benefits

(i) Short-term obligations: Liabilities for wages and salaries, including non-monetary benefits
that are expected to be settled wholly within 12 months after the end of the period in which
the employees render the related service are recognised in respect of employees'' services up
to the end of the reporting period and are measured at the amounts expected to be paid when
the liabilities are settled. The liabilities are presented as current employee benefit obligations
in the balance sheet.

(ii) Other long-term employee benefit obligations: The liabilities for earned leave are not
expected to be settled wholly within 12 months after the end of the period in which the
employees render the related service. They are therefore measured as the present value of
expected future payments to be made in respect of services provided by employees up to the
end of the reporting period using the projected unit credit method. The benefits are
discounted using the appropriate market yields at the end of the reporting period that have
terms approximating to the terms of the related obligation. Remeasurements as a result of
experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not
have an unconditional right to defer settlement for at least twelve months after the reporting
period, regardless of when the actual settlement is expected to occur.

(iii) Post-employment obligations:

Company has not determined the gratuity liability and leave encashment in accordance with
Indian Accounting Standard (Ind AS 19) "Employee Benefits

(v) Contributed equity: Equity shares are classified as equity. Incremental costs directly
attributable to the issue of new shares or options are shown in equity as a deduction, net of
tax, from the proceeds.

(w) Dividends: Provision is made for the amount of any dividend declared, being appropriately
authorised and no longer at the discretion of the entity, on or before the end of the reporting
period but not distributed at the end of the reporting period.

(x) Earnings per share: Basic earnings per share Basic earnings per share is calculated by
dividing i) the profit attributable to owners of the Company ii) by the weighted average
number of equity shares outstanding during the financial year, adjusted for bonus elements
in equity shares issued during the year and excluding treasury shares (note 27). Diluted
earnings per share Diluted earnings per share adjusts the figures used in the determination of
basic earnings per share to take into account: i) the after income tax effect of interest and
other financing costs associated with dilutive potential equity shares, and ii) the weighted
average number of additional equity shares that would have been outstanding assuming the
conversion of all dilutive potential equity shares.

(y) Rounding off amounts: All amounts disclosed in the financial statements and notes have
been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise
stated.

(z) Regrouping of previous year''s figures: Previous Year''s figures have been re-grouped
wherever necessary to conform to the Current Year''s classification / disclosure

Note 2: Critical estimates and judgments:

The preparation of financial statements requires the use of accounting estimates which, by
definition, will seldom equal the actual results. Management also needs to exercise
judgement in applying the Company''s accounting policies. This note provides an overview of
the areas that involved a higher degree of judgement or complexity, and of items which are
more likely to be materially adjusted due to estimates and assumptions turning out to be
different than those originally assessed. Detailed information about each of these estimates
and judgements is included in relevant notes together with information about the basis of
calculation for each affected line item in the financial statements.

The areas involving critical estimates or judgements are:

i) Estimation of current tax expense and payable - Note 22

ii) Estimated useful life of tangible asset - Note 3

Estimates and judgements are continually evaluated. They are based on historical experience
and other factors, including expectations of future events that may have a financial impact on
the Company and that are believed to be reasonable under the circumstances.

(ii) The title deeds, comprising all the immovable properties of land and buildings which are
freehold, are held in the name of the Company as at the balance sheet date. In respect of
immovable properties of land and building that have been taken on lease and disclosed as
fixed assets in the financial statements, the lease agreements are in the name of the Company.

(iii) The Company has not revalued its Property, Plant and Equipment

The Company presently has two classes of equity shares of Rs. 1 each. Each shareholder of equity share is entitled
to one vote per share. In the event of liquidation, the equity shareholders are entitled to receive payments out
of the remaining net assets of the Company after payment of claims of preference shareholders, secured
creditors if any and other preferential claims, in proportion to their shareholding.

This section explains judgements and estimates made in determining the fair values of the financial instruments
that are (a) recognised at measured at fair value and (b) measured at amortised cost for which the fair values are
disclosed in the financial statements. To provide an indication about the reliability of inputs used in determining
the fair value, the Company has classified its financial instrument into three levels as prescribed under the
accounting standard.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes equity
instruments, traded bonds and mutual funds that have quoted price.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, trade bonds,
Over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable
market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value
an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more significant inputs is not based on observable market data, the instrument is included in
Level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset
included in Level 3.

Note 25 (a): Financial Risk Management:

Financial Risk Management Framework

The Company''s corporate treasury function provides services to the business, co-ordinates access to domestic
financial markets, monitors and manages the financial risks relating to the operations of the Company through
internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risks
(including currency risk), credit risk and liquidity risk. The Company does not use any derivative instruments to
hedge these risks exposures.

The Board of directors reviews and agrees policies for managing each of these risks, which are summarized
below:

A) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails
to meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk of
deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to
concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits
and other financial assets. None of the other financial instruments of the Company result in material
concentration of credit risk. Credit risk is controlled by analysing credit limits and creditworthiness of customers
on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.

The carrying amount of the financial assets recorded in these financial statements, represents the maximum
exposures to credit risk.

Impairment of financial assets: Trade receivables are subject to the expected credit loss model. Though, Other
Financial assets including security deposits, cash and cash equivalents, other bank balances are also subject to
impairment requirement of Ind AS 109, the impairment loss was immaterial. Further, trade receivables from
other than related parties are only subject to the expected credit loss model for the Company. Based on past
trends, impairment loss on related party trade receivables was immaterial.

B) Liquidity risk:

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages
liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and
actual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance with
the approved risk management policy of the Company

(i) Foreign currency risk

The Company undertakes transactions denominated in foreign currencies and consequently, exposures to
exchange rate fluctuation arises. The Company does not enter into trade financial instruments including
derivative financial instruments for hedging its foreign currency risk. The appropriateness of the risk policy is
reviewed periodically with reference to the approved foreign currency risk management policy followed by the
Company.

Foreign currency risk exposure

The Company''s exposure to foreign currency risk at the end of the reporting period expressed in INR are as
follows:

Sensitivity

The following table details the Company''s sensitivity to a 5% increase and decrease in INR against the relevant
foreign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trends
and expectation of the management for changes in the foreign currency exchange rate. The sensitivity analysis
includes the outstanding foreign currency denominated monetary items and adjusts their translation at the
period end for a 5% change in foreign currency rates. A positive number below indicates a increase in profit /
decrease in loss and increase in equity where the INR strengthens 5% against the relevant currency. For a 5%
weakening of the INR against the relevant currency, there would be a comparable impact on the profit or loss
and equity and balance below would be negative.

ii) Cash flow and fair value Interest rate risk:

(a) Interest rate risk exposure:

The exposure of the Company''s borrowing to interest rate changes at the end of the reporting period are
negligible.

Note 25 (b): Capital management:

(i) Risk management:

The Company manages its capital to ensure maximizing the return to the stakeholders through the optimization
of the debt and equity balance. The Company monitors capital using a ratio of '' adjusted net debt'' to ''equity''.
For this purpose, adjusted net debt is defined as aggregate of borrowings, less cash and cash equivalents.

The Company has a single operating segment, namely, ''Production, processing and editing of films'', and the
information reported to the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and
assessment of performance focusses on this operating segment. Accordingly, the amounts appearing in these
financial statements relate to this operating segment.

B1. Contingencies not provided for
1 SEBI Investigations:

The Securities and Exchange Board of India (SEBI) commenced an investigation into the matters of the Company
vide an Order dated June 23rd,2017 in respect of the Global Depository Receipt(GDRs) Issue transaction during
the period 1st of March 2007 and 30th of April 2007(hereinafter referred to as "investigation period"). The
Adjudicating Officer (AO) was appointed vide the Order dated 23rd June,2017 to inquire into and adjudge under
Section 15HA of the SEBI Act and Section 23E of Securities Contract Regulation Act (SCRA), 1956, the alleged
violation of the provisions of Section 12A(a), (b) and (c) of SEBI Act, 1992 read with Regulations 3(a), (b), (c) &
(d), 4(1), 4(2) (f), (k) and (r) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to FUTP)
Regulations, 2003 (hereinafter referred to as "SEBI PFUTP Regulations, 2003"), Section 21 of SCRA, 1956 read
with Clause 36(7) of the listing agreement by the Company. Further, inquiry was conducted under Section 15HA
of the SEBI Act for the alleged violation of the provisions of Section 12A(a), (b) and (c) of SEBI Act, 1992 read with
Regulations 3(a), (b), (c) & (d), 4(1) of SEBI PFUTP Regulations by certain Directors and employee(s) of the
Company during the investigation period (hereinafter referred to as "Other Parties").

A common Show Cause Notice(SCN) was issued to the Company and Other Parties during the investigation period
under the provisions of Rule 4 (1) of the Adjudication Rules and Rule 4 of SCR Adjudication Rules, to show cause
as to why an inquiry should not be held against them and the Company and why penalty should not be imposed
on Company under the provisions of Sections 15HA of the SEBI Act and Section 23E of SCRA, 1956 and on the
Other Parties under the provisions of Section 15HA of SEBI Act, for the aforesaid alleged violations.

The Company, vide letter dated July 17th, 2018, made its submissions through its legal representatives, and
refuted all the allegations levelled against it and the Other Parties in the SCN.

Direction - In exercise of powers conferred under Sections 11, 11B read with Section 19 of the Securities and
Exchange Board of India Act, 1992, the Company is restrained from accessing the Securities Market including by
issuing prospectus, offer document or advertisement soliciting money from the public and is further prohibited
from buying, selling or otherwise dealing in securities, directly or indirectly in any manner, for a period of five
years from the date of the order.

Penalty - A penalty of Rs.25 Lakhs levied on the Company under Section 15HA of the SEBI Act, 1992 and Section
23E of the SCRA, 1956.

Similarly, Directions and Penalties were given/levied on the Other Parties by the AO vide the Order in Order No:
ORDER/PM/RR/2019-20/6630-6635.

In respect of the queries raised by the Securities and Exchange Board of India (SEBI) in relation to the preferential
allotment of 5,460 Lakhs equity shares of Rs.1/- each equally to Mr. Ishari Kadhrivelan Ganesh, Mr. Mahadevan
Ganesh and Mr. Balakumar Vethagiri Giri respectively during the Financial Year 2017-18, the Company is gave its
submissions from time to time and hopes to resolve the issues within a short span of time.

The Deputy General Manger (DGM) of the Investigations Department-19 wing of the Securities and Exchange
Board of India(SEBI) vide Show Cause Notice(SCN) in SCN No SEBI/HO/IVD/ID19/VA/OW/P/2020/0000013285/2
dated August 17th 2020 alleged , based on the interim order passed by SEBI on the 1st of September 2017 and
the findings of the Forensic Audit Report that the Company has violated Provisions of Section 12(A)(a),(b) and
(c) and Section 11(2)(i) and 11(2)(ia) of the SEBI Act 1992, Regulations 3(b), (c) and (d) and Regulations 4(1) and
4(2) (f) and (r) of the Securities and Exchange Board of India(Prohibition of Fraudulent and Unfair Trade Practices
Relating to Securities Market) Regulations, 2003 (PFUTP), Regulations 4(1)(a),(b),(c),(e),(g),
4(2)(f)(ii)(6)&(7),4(2)(f)(iii)(3),(6) and (12), Regulation 17(8) read with Part B of Schedule II, Regulation 33(2)(a)
and Regulation 48 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR)
Regulations read with Section 21 of SCRA ,1956.

Similar allegations were directed at the Directors and employees (collectively called as ''Noticees'' other than
Notice 1 which is the Company).

1 On the basis of the allegations, the SCN called upon the Company and other Noticees to show cause as to why
suitable directions as deemed fit under Section 11(1), 11(4),11(4A), 11A and 11B(1) and 11B(2) read with Section
15(a),15HA and 15HB of the SEBI Act 1992, Section 12A(1) and 12A(2) of the SCRA, 1956 read with Section 23E
and Section 23H of SCRA 1956 should not be issued against them for the alleged violations listed in the
aforementioned SCN based on the interim order passed by SEBI on the 1st of September 2017 and the findings
of the Forensic Audit for the period April 1st 2015 - March 31st 2017.

The Company filed a settlement application with SEBI in respect of the violations of accounting standards which
formed part of the Show cause notice in SCN No SEBI/H0/IVD/ID19/VA/0W/P/2020/0000013285/2 dated
August 17, 2020 and we also filed a compounding application for the same offenses with the ROC Mumbai.
However, the settlement application was rejected by SEBI on account of the Company not having paid the penalty
of Rs.25 Lakhs Interest that was levied in respect of the GDR transaction from 2007 by the Securities Appellate
Tribunal. Therefore, SEBI initiated recovery proceedings and froze the bank account of the Company. Soon after,
the penalty was paid and the freeze was lifted.

2 The Company is in receipt of Final Order from SEBI Vide WTM/AB/IVD/ID19/18570/2022-23 dated 26-08-2022
imposing various penalties on the Company and the office bearers. An amount of Rs.20 Lakhs u/s 23H of SCRA,
1956 and Rs.10 Lakhs u/s 15HB & 15A(a) of SEBI Act, 1992. The Company has been exploring different remedies
to reverse the order of the SEBI & hence no provision has been created for the amount of penalty levied in the
books of accounts. Received a notice on 23rd May 2023 from the Supreme Court of India under Rule 8 of order
XIX, SCR 2013, tagging the case along with Civil Appeal No.7334/2022.

3 The Company received a Show cause notice from the office of THE COMMISSIONER OF CUSTOMS APPEALS - I
COMMISSIONERATE CHENNAI, the Competent Authority, 19.12.2022 exercising the powers conferred through
Section 37A Foreign Exchange Management Act, 1999 (hereinafter referred to as "the Act'''' or "FEMA''''). The Said
SCN is pursuant to the order of seizure passed u/s. 37A(1) of FEMA by the Assistant Director, Enforcement
Directorate, Chennai dated 30.08.2022. After adjudication, the Competent Authority set aside the order
24.02.2023 of seizure in favour of the Company. Against the said order, the office of the assistant director of
enforcement has preferred an appeal before the Appellate Tribunal in Appeal NO. FPA-FE- 40/CHN/2023 on
10.04.2023, which is pending adjudication. The Assistant Director, is yet to file a complaint u/s. 16(3) of FEMA
and therefore the outcome of the proceedings is not quantifiable.

4 Company had filed its Return of Income for AY 2013-14 on 30.09.2013, admiffing a total loss of Rs. 14,167.52
Lakhs. The case was selected for scrutiny and assessment u/s 143(3) of the Income Tax Act was completed on
28.03.2016, accepting the loss returned by Company. Subsequently, the assessment was re-opened by issuing a
notice u/s 148 of the Act on 31.03.2018. In response to the same, the appellant had filed its Return of Income
on 19.11.2018, admiffing a total Loss of Rs. 141,67,16,006. Notice u/s 143(2) of the Act was issued on 26.11.2018.
Company received Assessment Order on 12.12.2018 u/s 143(3) rws 147 of the Act disallowing expenses to the
tune of Rs. 11,779.3 Lakhs, thereby assessing loss for only Rs. 2,388.2 Lakhs and Nil demand was raised. Penalty
proceedings u/s 271(1)(c) was also initiated separately for furnishing inaccurate particulars. Against the said
order, Company has preferred an appeal before CIT (Appeal) on 11.01.2019.

5 The company was in receipt of order u/s 147 read with section 144B dated 29.03.2022 for AY 2016-17, where
a sum of Rs.2,023 Lakhs is added u/s 69A as unexplained income and a tax demand of Rs.1,204 Lakhs has been
made. Further, an interest on tax of Rs.8.86 Lakhs u/s 115WE has remained unpaid for the AY 2009-10. The
company has filed an appeal against the said order for the AY 2016-17 before CIT (Appeal) on 13.04.2022. The
company is hopeful of a positive outcome in its favor at appellet stage and hence no provision has been made.
Against the said demand of Rs.1,213 Lakhs the company had preferred a stay petition before the assessing officer
which was rejected and the bank account attached. Owing to the attachment of the operating bank account, the
company has been meeting its day-to-day obligations through the bank account of its subsidiary GV Studio City
Ltd.

In April 2024, Bank account has become active and lien has been imposed for Rs. 1,213 lakhs against the said
bank account.

6 The Company received an outstanding demand notice on 22.05.2023, following which Company has paid to
the tune of Rs.0.68 Lakhs during the FY 2023-24 and subsequently, Company has received a reminder for
outstanding demand on 14.12.2024, the details of which are as follows:

7 GST Demand

The Company was in was in receipt of Demand order from the Goods and Service Tax Department U/s 73, for
wrong availment of ITC for an amount of Rs. 3,41,80,272/- including interest and penalty. The company has
preferred an appeal before Appellate Authority.

Note 29: Related Party Transactions:

(a) List of related parties where control exists

The company has experienced a significant decline in revenue over the past four years and till Dec 2024. The
Company still maintains a positive net worth. This demonstrates the underlying strength of our assets, capital
structure, and the potential for long-term sustainability. The Company has addressed the issues and secured a
prosperous future, the management of the Company had implemented a comprehensive strategy that
encompasses several key areas:

Market Analysis and Expansion: The Company has conducted an in-depth analysis of the market and identified
emerging opportunities. By leveraging our existing assets, expertise, and relationships, The Company plans to
expand our operations into new markets and diversify our product/service offerings. This expansion will allow us
to tap into previously untapped revenue streams, increase our customer base, and enhance our overall
competitive advantage.

Product/Service Innovation: To meet the changing demands of the market, the Company is committed to
continuous innovation. The Company will invest in research and development activities to enhance our existing
offerings and develop new products/services that cater to evolving customer needs. By staying at the forefront
of industry trends and technological advancements, The Company is to differentiate ourselves from competitors
and attract new revenue streams.

Financial Restructuring and Funding: To support our future growth initiatives, The Company is exploring various
financing options, including debt restructuring, equity investments, and potential capital injections. The
Company is engaging with financial institutions, investors, and other stakeholders to secure the necessary
funding to execute our strategic plans effectively. The Company is in possession of substantial amount of
inventory which has prospect to get monitised in the coming future.

The Company is confident in its ability to turn the tide and generate sustainable income in the coming years.

The Company closely monitors the progress against these strategic objectives and regularly reports to our
shareholders on the milestones achieved and the overall financial health of the company. The Management
remain optimistic about the future of the Company.

NOTE 32: OTHER STATUTORY INFORMATION:

(i)There are no proceedings initiated or pending against the Company as at March 31, 2025, under Prohibition
of Benami Property Transaction Act, 1988 (As amended in 2016)

ii) The Company do not have any transactions with companies struck off as per Section 248 of the Companies
Act, 2013 and Section 560 of the Companies Act, 1956.

iii) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the
statutory period

iv) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v) The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vi) The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by
or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vii) The Company have not any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such
as, search or survey or any other relevant provisions of the Income Tax Act, 1961

viii) The Company is not declared a wilful defaulter by any bank or financial institutions or vendor.

ix) Title deeds of all immovable properties were held in the name of the Company.

for A John Moris & Co
CHARTERED ACCOUNTANTS
Firm Registration No. 007220S

-sd- -sd- -sd-

S. Murali Kannan Balagiri Vethagiri Sadagopan Kamalakannan

Partner Din: 01735497 Din: 07535351

Membership No: 211698 Managing Director & CEO Director

UDIN: 25211698BMIDCC5910

-sd- -sd-

Shishir Bala Giri Kamalakannan Mahalakshmi

PAN: DBLPG2040B Din: 06585940

Chief Financial Officer Director

Place: Chennai
Date: 30^th May, 2025

Mar 31, 2024

(t) Provisions, contingent liabilities and contingent assets : Provisions for legal claims, service warranties, volume discounts and returns are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.Where there are a number of similar obligations, the likelihood that an outflow will be required in\ settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.Provisions are measured at the present value of management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of moneyand the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

(u) Employee Benefits : (i) Short-term obligationsLiabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees'' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.(ii) Other long-term employee benefit obligationsThe liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the appropriate market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Post-employment obligations

Company has not determined the gratuity liability and leave encashment in accordance with Indian Accounting Standard (Ind AS 19) "Employee Benefits"

(v) Contributed equity : Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(w) Dividends : Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

(x) Earnings per share : Basic earnings per share Basic earnings per share is calculated by dividing:i) the profit attributable to owners of the groupii) by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares (note 27).Diluted earnings per shareDiluted earnings per share adjusts the figures used in the determination of basic earnings per share to takeinto accounts) the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, andii) the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

(y) Rounding off amounts : All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

(z) Regrouping of previous year''s figures : Previous Year''s figures have been re-grouped wherever necessary to conform to the Current Year''s classification / disclosure

Note 2: Critical estimates and judgments

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company''s accounting policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

The areas involving critical estimates or judgements are:i) Estimation of current tax expense and payable - Note 22ii) Estimated useful life of tangible asset - Note 3Estimates and judgements are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the group and that are believed to be reasonable under the circumstances.

Fair value hierarchy

This section explains judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised at measured at fair value and (b) measured at amortised cost for which the fair values are disclosed in the financial statements. To provide an indication about the reliability of inputs used in determining the fair value, the group has classified its financial instrument into three levels as prescribed under the accounting standard.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes equity instruments, traded bonds and mutual funds that have quoted price.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, trade bonds, Over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more significant inputs is not based on observable market data, the instrument is included in Level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in Level 3. Note 25 (a) : Financial Risk Management Financial Risk Management Framework

The Company''s corporate treasury function provides services to the business, co-ordinates access to domestic financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risks (including currency risk), credit risk and liquidity risk. The Company does not use any derivative instruments to hedge these risks exposures. The Board of directors reviews and agrees policies for managing each of these risks, which are summarized below:

A) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and other financial assets. None of the other financial instruments of the Company result in material concentration of credit risk. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.

The carrying amount of the financial assets recorded in these financial statements, represents the maximum exposures to credit risk.

Impairment of financial assets: Trade receivables are subject to the expected credit loss model. Though, Other Financial assets including security deposits, cash and cash equivalents, other bank balances are also subject to impairment requirement of Ind AS 109, the impairment loss was immaterial. Further, trade receivables from other than related parties are only subject to the expected credit loss model for the Company. Based on past trends, impairment loss on related party trade receivables was immaterial.

B) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance with the approved risk management policy of the Company.

C) Market risk

(i) Foreign currency risk

The Company undertakes transactions denominated in foreign currencies and consequently, exposures to exchange rate fluctuation arises. The Company does not enter into trade financial instruments including derivative financial instruments for hedging its foreign currency risk. The appropriateness of the risk policy is reviewed periodically with reference to the approved foreign currency risk management policy followed by the Company.

Foreign currency risk exposure

The Company''s exposure to foreign currency risk at the end of the reporting period expressed in INR are as follows: Sensitivity

The following table details the Company''s sensitivity to a 5% increase and decrease in INR against the relevant foreign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trends and expectation of the management for changes in the foreign currency exchange rate. The sensitivity analysis includes the outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates a increase in profit / decrease in loss and increase in equity where the INR strengthens 5% against the relevant currency. For a 5% weakening of the INR against the relevant currency, there would be a comparable impact on the profit or loss and equity and balance below would be negative.

Note 26 : Segment Information

The Company has a single operating segment, namely, ''Production, processing and editing of films'', and the information reported to the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessment of performance focusses on this operating segment. Accordingly, the amounts appearing in these financial statements relate to this operating segment.

Bl. Contingencies not provided for 1 SEBI Investigations :

The Securities and Exchange Board of India (SEBI) commenced an investigation into the matters of the Company vide an Order dated June 23rd,2017 in respect of the Global Depository Receipt(GDRs) Issue transaction during the period 1st of March 2007 and 30th of April 2007(hereinafter referred to as âinvestigation period"). The Adjudicating Officer (AO) was appointed vide the Order dated 23rd June,2017 to inquire into and adjudge under Section 15HA of the SEBI Act and Section 23E of Securities Contract Regulation Act (SCRA), 1956, the alleged violation of the provisions of Section 12A(a), (b) and (c) of SEBI Act, 1992 read with Regulations 3(a), (b), (c) & (d), 4(1), 4(2) (f), (k) and (r) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to FUTP) Regulations, 2003 (hereinafter referred to as âSEBI PFUTP Regulations, 2003"), Section 21 of SCRA, 1956 read with Clause 36(7) of the listing agreement by the Company. Further, inquiry was conducted under Section 15HA of the SEBI Act for the alleged violation of the provisions of Section 12A(a), (b) and (c) of SEBI Act, 1992 read with Regulations 3(a), (b), (c) & (d), 4(1) of SEBI PFUTP Regulations by certain Directors and employee(s) of the Company during the investigation period (hereinafter referred to as âOther Parties" ).

A common Show Cause Notice(SCN) was issued to the Company and Other Parties during the investigation period under the provisions of Rule 4 (1) of the Adjudication Rules and Rule 4 of SCR Adjudication Rules, to show cause as to why an inquiry should not be held against them and the Company and why penalty should not be imposed on Company under the provisions of Sections 15HA of the SEBI Act and Section 23E of SCRA, 1956 and on the Other Parties under the provisions of Section 15HA of SEBI Act, for the aforesaid alleged violations.

The Company, vide letter dated July 17th, 2018, made its submissions through its legal representatives, and refuted all the allegations levelled against it and the Other Parties in the SCN.

On consideration of the Issues, evidences and findings, the AO passed an Adjudication Order against the Company in Order No: ORDER/PM/RR/2019-20/6630-6635 dated January 29th,2020 issuing a Direction and imposing a penalty as under: Direction - In exercise of powers conferred under Sections 11, 11B read with Section 19 of the Securities and Exchange Board of India Act, 1992, the Company is restrained from accessing the Securities Market including by issuing prospectus, offer document or advertisement soliciting money from the public and is further prohibited from buying, selling or otherwise dealing in securities, directly or indirectly in any manner, for a period of five years from the date of the order.

Penalty - A penalty of Rs.25 Lakhs levied on the Company under Section 15HA of the SEBI Act, 1992 and Section 23E of the SCRA, 1956.

Similarly, Directions and Penalties were given/levied on the Other Parties by the AO vide the Order in Order No: ORDER/PM/RR/2019-20/6630-6635.

In respect of the queries raised by the Securities and Exchange Board of India (SEBI) in relation to the preferential allotment of 5,460 Lakhs equity shares of Rs.l/- each equally to Mr.lshari Kadhrivelan Ganesh, Mr.Mahadevan Ganesh and Mr.Balakumar Vethagiri Giri respectively during the Financial Year 2017-18 , the Company is gave its submissions from time to time and hopes to resolve the issues within a short span of time.

The Deputy General Manger (DGM) of the Investigations Department-19 wing of the Securities and Exchange Board of India(SEBI) vide Show Cause Notice(SCN) in SCN No SEBI/HO/IVD/ID19/VA/OW/P/2020/U000013285/2 dated August 17th 2020 alleged , based on the interim order passed by SEBI on the 1st of September 2017 and the findings of the Forensic Audit Report that the Company has violated Provisions of Section 12(A)(a),(b) and (c) and Section ll(2)(i) and ll(2)(ia) of the SEBI Act 1992, Regulations 3(b), (c) and (d) and Regulations 4(1) and 4(2) (f) and (r) of the Securities and Exchange Board of lndia(Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (PFUTP), Regulations 4(l)(a),(b),(c),(e),(g), 4(2)(f)(ii)(6)&(7),4(2)(f)(iii)(3),(6) and (12), Regulation 17(8) read with Part B of Schedule II, Regulation 33(2)(a) and Regulation 48 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) Regulations read with Section 21 of SCRA ,1956.

Similar allegations were directed at the Directors and employees (collectively called as ''Noticees'' other than Noticee 1 which is the Company). On the basis of the allegations, the SCN called upon the Company and other Noticees to show cause as to why suitable directions as deemed fit under Section 11(1), 11(4),11(4A), 11A and 11B(1) and 11B(2) read with Section 15(a),15HA and 15HB of the SEBI Act 1992, Section 12A(lj and 12A(2) of the SCRA, 1956 read with Section 23E and Section 23H of SCRA 1956 should not be issued against them for the alleged violations listed in the aforementioned SCN based on the interim order passed by SEBI on the 1st of September 2017 and the findings of the Forensic Audit for the period April 1st 2015 - March 31st 2017.

The Company filed a settlement application with SEBI in respect of the violations of accounting standards which formed part of the Show cause notice in SCN No SEBI/HO/IVD/ID19/VA/OW/P/2020/0000013285/2 dated August 17, 2020 and we also filed a compounding application for the same offenses with the ROC Mumbai. However, the settlement application was rejected by SEBI on account of the Company not having paid the penalty of Rs.25 Lakhs Interest that was levied in respect of the GDR transaction from 2007 by the Securities Appellate Tribunal. Therefore SEBI initiated recovery proceedings and froze the bank account of the Company. Soon after, the penalty was paid and the freeze was lifted.

2. The Company is in receipt of Final Order from SEBI Vide WTM/AB/IVD/ID19/18570/2022-23 dated 26-08-2022 imposing various penalties on the Company and the office bearers. An amount of Rs.20 Lakhs u/s 23H of SCRA, 1956 and Rs.10 Lakhs u/s 15HB & 15A(a) of SEBI Act, 1992. The Company has been exploring different remedies to reverse the order of the SEBI & hence no provision has been created for the amount of penalty levied in the books of accounts. Received a notice on 23rd May 2023 from the Supreme Court of India under Rule 8 of order XIX, SCR 2013, tagging the case alongwith Civil Appeal No.7334/2022.

3. The Company received a Show cause notice from the office of THE COMMISSIONER OF CUSTOMS APPEALS - I COMMISSIONERATE CHENNAI, the Competent Authority, 19.12.2022 exercising the powers conferred through Section 37A Foreign Exchange Management Act, 1999 (hereinafter referred to as âthe Act" or "FEMA"). The Said SCN is pursuant to the order of seizure passed u/s. 37A(1) of FEMA by the Assistant Director, Enforcement Directorate, Chennai dated 30.08.2022. After adjudication, the Competent Authority set aside the order 24.02.2023 of seizure in favour of the Company. Against the said order, the office of the assistant director of enforcement has preferred an appeal before the Appellate Tribunal in Appeal NO. FPA-FE- 40/CHN/2023 on 10.04.2023, which is pending adjudication. The Assistant Director, is yet to file a complaint u/s. 16(3) of FEMA and therefore the outcome of the proceedings is not quantifiable.

4. Company had filed its Return of Income for AY 2013-14 on 30.09.2013, admitting a total loss of Rs. 14,167.52 Lakhs. The case was selected for scrutiny and assessment u/s 143(3) of the Income Tax Act was completed on 28.03.2016, accepting the loss returned by Company. Subsequently, the assessment was re-opened by issuing a notice u/s 148 of the Act on 31.03.2018. In response to the same, the appellant had filed its Return of Income on 19.11.2018, admitting a total Loss of Rs. 141,67,16,006. Notice u/s 143(2) of the Act was issued on 26.11.2018. Company received Assessment Order on 12.12.2018 u/s 143(3) rws 147 of the Act disallowing expenses to the tune of Rs. 11,779.3 Lakhs, thereby assessing loss for only Rs. 2,388.2 Lakhs and Nil demand was raised. Penalty proceedings u/s 271(l)(c) was also initiated separately for furnishing inaccurate particulars. Against the said order, Company has preferred an appeal before CIT (Appeal) on 11.01.2019.

5. The company was in receipt of order u/s 147 read with section 144B dated 29.03.2022 for AY 2016-17, where a sum of Rs.2,023 Lakhs is added u/s 69A as unexplained income and a tax demand of Rs.1,204 Lakhs has been made. Further, an interest on tax of Rs.8.86 Lakhs u/s 115WE has remained unpaid for the AY 2009-10. The company has filed an appeal against the said order for the AY 2016-17 before CIT (Appeal) on 13.04.2022. The company is hopeful of a positive outcome in its favor at appellet stage and hence no provision has been made. Against the said demand of Rs.l,213 Lakhs the company had preferred a stay petition before the assessing officer which was rejected and the bank account attached. Owing to the attachment of the operating bank account, the company has been meeting its day to day obligations through the bank account of its subsidiary GV Studio City Ltd. In April 2024, Bank account has become active and lien has been imposed for Rs. 1,213 lakhs against the said bank account.

6. The Company received an outstanding demand notice on 22.05.2023, following which Company has paid to the tune of Rs.0.68 Lakhs during the FY 2023-24 and subsequently, Company has received a reminder for outstanding demand on 13.03.2024, the details of which are as follows:

NOTE 31: MATERIAL UNCERTAINTY REALTED TO GOING CONCERN

The company has experienced a significant decline in revenue over the past three years. The Company still maintains a positive net worth. This demonstrates the underlying strength of our assets, capital structure, and the potential for longterm sustainability. To address the current situation and secure a prosperous future, the management of the Company has developed a comprehensive strategy that encompasses several key areas:

Market Analysis and Expansion: The Company has conducted an in-depth analysis of the market and identified emerging opportunities. By leveraging our existing assets, expertise, and relationships, The Company plans to expand our operations into new markets and diversify our product/service offerings. This expansion will allow us to tap into previously untapped revenue streams, increase our customer base, and enhance our overall competitive advantage.

Cost Optimization and Efficiency : The Company recognizes the need to optimize our cost structure and improve operational efficiency. By a thorough review of our internal processes, The Company is identifying areas where the Company can streamline operations, eliminate unnecessary expenditures, and maximize resource allocation. This will enable the Company to reduce overhead costs and improve profit margins, thus increasing the Company''s overall financial stability. Product/Service Innovation: To meet the changing demands of the market, the Company is committed to continuous innovation. The Company will invest in research and development activities to enhance our existing offerings and develop new products/services that cater to evolving customer needs. By staying at the forefront of industry trends and technological advancements, The Company is to differentiate ourselves from competitors and attract new revenue streams.

Strategic Partnerships and Alliances: Recognizing the value of collaboration, The Company is actively seeking strategic partnerships and alliances with industry leaders and complementary businesses. These collaborations will provide us with access to new markets, distribution channels, and shared resources. Through such partnerships, The Company can tap into their customer base, enhance our brand presence, and create mutually beneficial opportunities for growth. Financial Restructuring and Funding: To support our future growth initiatives, The Company is exploring various financing options, including debt restructuring, equity investments, and potential capital injections. The Company is engaging with financial institutions, investors, and other stakeholders to secure the necessary funding to execute our strategic plans effectively. The Company is in possession of substantial amount of inventory which has prospect to get monitised in the coming future.

By implementing these measures, The Company is confident in its ability to turn the tide and generate sustainable income in the coming years.

The Company closely monitors the progress against these strategic objectives and regularly reports to our shareholders on the milestones achieved and the overall financial health of the company. The Management remain optimistic about the future of the Company.

NOTE 32: OTHER STATUTORY INFORMATION

(i) There are no proceedings initiated or pending against the Group as at March 31, 2023, under Prohibition of Benami Property Transaction Act, 1988 (As amended in 2016)

ii) The Group do not have any transactions with companies struck off as per Section 248 of the Companies Act, 2013 and Section 560 of the Companies Act, 1956.

iii) The Group do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period

iv) The Group have not traded or invested in Crypto currency or Virtual Currency during the financial year.

v) The Group have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

vi) The Group have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Group shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

vii) The Group have not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

viii) The Group is not declared a wilful defaulter by any bank or financial institutions or vendor.

ix) Title deeds of all immovable properties were held in the name of the Group, for M/s CNGSN & ASSOCIATES LLP

Chartered Accountants For and on behalf of the Board of Directors

Firm Registration No. 004915S/S200036

-Sd- -Sd- -Sd- -Sd- -Sd-

K.Parthasarathy BalagiriVethagiri Vadakantarai Subramaniam Sadagopan Kamala Viswanathan Sridhar

Partner DIN : 01735497 Natarajan Kannan Company Secretary

M.No. 018394 Director & CEO PAN : ABMPN5054A DIN 07535351 ACS7218

CFO Director

Place : Chennai Date : 30^th May 2024

Mar 31, 2023

(s) Provisions, contingent liabilities and contingent assets : Provisions for legal claims, service warranties, volume discounts and returns are recognised when the Company has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.

Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management''s best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognised as interest expense.

(t) Employee Benefits :

(i) Short-term obligations: Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees'' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations : The liabilities for earned leave are not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the appropriate market yields at the end of the reporting period that have terms approximating to the terms of the related obligation. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

(iii) Post-employment obligations

Company has not determined the gratuity liability and leave encashment in accordance with Indian Accounting Standard (Ind AS 19) âEmployee Benefits"

(u) Contributed equity : Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

(v) Dividends : Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.

(w) Earnings per share : Basic earnings per share :

Basic earnings per share is calculated by dividing:

i) the profit attributable to owners of the company

ii) by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares (note 27).

Diluted earnings per share :

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:

i) the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and

ii) the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

(x) Rounding off amounts : All amounts disclosed in the financial statements and notes have been rounded off to the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

(y) Regrouping of previous year''s figures : Previous Year''s figures have been re-grouped wherever necessary to conform to the Current Year''s classification / disclosure.

Note 2: Critical estimates and judgments

The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company''s accounting policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together with information about the basis of calculation for each affected line item in the financial statements.

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. Ihis includes equity instruments, traded bonds and mutual funds that have quoted price.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, trade bonds, Over-the-counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in Level 2.

Level 3: If one or more significant inputs is not based on observable market data, the instrument is included in Level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in Level 3. Note 25 (a) : Financial Risk Management Financial Risk Management Framework

The Company''s corporate treasury function provides services to the business, co-ordinates access to domestic financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk reports which analyse exposures by degree and magnitude of risks. These risks include market risks (including currency risk), credit risk and liquidity risk. The Company does not use any derivative instruments to hedge these risks exposures. The Board of directors reviews and agrees policies for managing each of these risks, which are summarized below:

A) Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and other financial assets. None of the other financial instruments of the Company result in material concentration of credit risk. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.

The carrying amount of the financial assets recorded in these financial statements, represents the maximum exposures to credit risk.

Impairment of financial assets: Trade receivables are subject to the expected credit loss model. Though, Other Financial assets including security deposits, cash and cash equivalents, other bank balances are also subject to impairment requirement of Ind AS 109, the impairment loss was immaterial. Further, trade receivables from other than related parties are only subject to the expected credit loss model for the Company. Based on past trends, impairment loss on related party trade receivables was immaterial.

B) Liquidity risk

Liquidity risk refers to the risk that the Company cannot meet its financial obligations. The Company manages liquidity risk by maintaining adequate reserves and banking facilities by continuously monitoring forecast and actual cash flows and by matching maturing profiles of financial assets and financial liabilities in accordance with the approved risk management policy of the Company.

C) Market risk

(i) Foreign currency risk

The Company undertakes transactions denominated in foreign currencies and consequently, exposures to exchange rate fluctuation arises. The Company does not enter into trade financial instruments including derivative financial instruments for hedging its foreign currency risk. The appropriateness of the risk policy is reviewed periodically with reference to the approved foreign currency risk management policy followed by the Company.

Note 25 (a) : Financial Risk Management Sensitivity

The following table details the Company''s sensitivity to a 5% increase and decrease in INR against the relevant foreign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trends and expectation of the management for changes in the foreign currency exchange rate. The sensitivity analysis includes the outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rates. A positive number below indicates a increase in profit / decrease in loss and increase in equity where the INR strengthens 5% against the relevant currency. For a 5% weakening of the INR against the relevant currency, there would be a comparable impact on the profit or loss and equity and balance below would be negative.

1 SEBI Investigations:

The Securities and Exchange Board of India (SEBI) commenced an investigation into the matters of the Company vide an Order dated June 23rd,2017 in respect of the Global Depository Receipt(GDRs) Issue transaction during the period 1st of March 2007 and 30th of April 2007(hereinafter referred to as âinvestigation period"). The Adjudicating Officer (AO) was appointed vide the Order dated 23rd June,2017 to inquire into and adjudge under Section 15HA of the SEBI Act and Section 23E of Securities Contract Regulation Act (SCRA), 1956, the alleged violation of the provisions of Section 12A(a), (b) and (c) of SEBI Act, 1992 read with Regulations 3(a), (b), (c) & (d), 4(1), 4(2) (f), (k) and (r) of SEBI (Prohibition of Fraudulent and Unfair Trade Practices Relating to FUTP) Regulations, 2003 (hereinafter referred to as âSEBI PFUTP Regulations, 2003"), Section 21 of SCRA, 1956 read with Clause 36(7) of the listing agreement by the Company. Further, inquiry was conducted under Section 15HA of the SEBI Act for the alleged violation of the provisions of Section 12A(a), (b) and (c) of SEBI Act, 1992 read with Regulations 3(a), (b), (c) & (d), 4(1) of SEBI PFUTP Regulations by certain Directors and employee(s) of the Company during the investigation period (hereinafter referred to as âOther Parties").

A common Show Cause Notice(SCN) was issued to the Company and Other Parties during the investigation period under the provisions of Rule 4 (1) of the Adjudication Rules and Rule 4 of SCR Adjudication Rules, to show cause as to why an inquiry should not be held against them and the Company and why penalty should not be imposed on Company under the provisions of Sections 15HA of the SEBI Act and Section 23E of SCRA, 1956 and on the Other Parties under the provisions of Section 15HA of SEBI Act, for the aforesaid alleged violations.

The Company, vide letter dated July 17th, 2018, made its submissions through its legal representatives, and refuted all the allegations levelled against it and the Other Parties in the SCN.

Direction - In exercise of powers conferred under Sections 11, 11B read with Section 19 of the Securities and Exchange Board of India Act, 1992, the Company is restrained from accessing the Securities Market including by issuing prospectus, offer document or advertisement soliciting money from the public and is further prohibited from buying,

selling or otherwise dealing in securities, directly or indirectly in any manner, for a period of five years from the date of the order.

Penalty - A penalty of Rs. 25 Lakhs levied on the Company under Section 15HA of the SEBI Act, 1992 and Section 23E of the SCRA,1956.

Similarly, Directions and Penalties were given/levied on the Other Parties by the AO vide the Order in Order No:

ORDER/PM/RR/2019-20/6630-6635.

In respect of the queries raised by the Securities and Exchange Board of India (SEBI) in relation to the preferential allotment of 5,460 Lakhs equity shares of Rs.1/- each equally to Mr.Ishari Kadhrivelan Ganesh, Mr.Mahadevan Ganesh and Mr.Balakumar Vethagiri Giri respectively during the Financial Year 2017-18, the Company is gave its submissions from time to time and hopes to resolve the issues within a short span of time.

The Deputy General Manger (DGM) of the Investigations Department-19 wing of the Securities and Exchange Board of India(SEBI) vide Show Cause Notice(SCN) in SCN No SEBI/HO/IVD/ID19/VA/OW/P/2020/0000013285/2 dated August 17^th2020 alleged , based on the interim order passed by SEBI on the 1^st of September 2017 and the findings of the Forensic Audit Report that the Company has violated Provisions of Section 12(A)(a),(b) and (c) and Section 11(2)(i) and 11(2)(ia) of the SEBI Act 1992, Regulations 3(b), (c) and (d) and Regulations 4(1) and 4(2) (f) and (r) of the Securities and Exchange Board of India(Prohibition of Fraudulent and Unfair Trade Practices Relating to Securities Market) Regulations, 2003 (PFUTP), Regulations 4(1)(a),(b),(c),(e),(g), 4(2)(f)(ii)(6)&(7),4(2)(f)(iii)(3),(6) and (12), Regulation 17(8) read with Part B of Schedule II, Regulation 33(2)(a) and Regulation 48 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) Regulations read with Section 21 of SCRA ,1956.

Similar allegations were directed at the Directors and employees (collectively called as ''Noticees'' other than Noticee 1 which is the Company).

On the basis of the allegations, the SCN called upon the Company and other Noticees to show cause as to why suitable directions as deemed fit under Section 11(1), 11(4),11(4A), 11A and 11B(1) and 11B(2) read with Section 15(a),15HA and 15HB of the SEBI Act 1992, Section 12A(1) and 12A(2) of the SCRA, 1956 read with Section 23E and Section 23H of SCRA 1956 should not be issued against them for the alleged violations listed in the aforementioned SCN based on the interim order passed by SEBI on the 1^st of September 2017 and the findings of the Forensic Audit for the period April 1^st2015 - March 31^st 2017.

The Company received a Show cause notice from the office of THE COMMISSIONER OF CUSTOMS APPEALS - I COMMISSIONERATE CHENNAI, the Competent Authority, 19.12.2022 exercising the powers conferred through Section 37A Foreign Exchange Management Act, 1999 (hereinafter referred to as âthe Act'''' or âFEMA''''). The Said SCN is pursuant to the order of seizure passed u/s. 37A(1) of FEMA by the Assistant Director, Enforcement Directorate, Chennai dated 30.08.2022. After adjudication, the Competent Authority set aside the order 24.02.2023 of seizure in favour of the Company. Against the said order, the office of the assistant director of enforcement has preferred an appeal before the Appellate Tribunal in Appeal NO. FPA-FE- 40/CHN/2023 on 10.04.2023, which is pending adjudication. The Assistant Director, is yet to file a complaint u/s. 16(3) of FEMA and therefore the outcome of the proceedings is not quantifiable.

The company was in receipt of order u/s 147 read with section 144B dated 29.03.2022 for AY 2016-17, where a sum of Rs.2,023 Lakhs is added u/s 69A as unexplained income and a tax demand of Rs.1,204 Lakhs has been made. Further, an interest on tax of Rs.8.96 Lakhs u/s 115WE has remained unpaid for the AY 2009-10. The company has filed an appeal against the said order for the AY 2016-17 before CIT (Appeal) on 13.04.2022. The company is hopeful of a positive outcome in its favor at appellet stage and hence no provision has been made. Against the said demand of Rs.1,213 Lakhs the company had preferred a stay petition before the assessing officer which was rejected and the bank account attached. Owing to the attachment of the operating bank account, the company has been meeting its day to day obligations through the bank account of its subsidiary GV Studio City Ltd.

The 26 AS statement of the company for the FY 2022-2023 reflects an amount of Rs.26,53,642 as paid to TNEB as deposit. No such transaction took place & the company has initiated steps to ask the TNEB to correct the error. The Company received an outstanding demad notice on 22.05.2023. As the same is an item after the Balance sheet date it has been discloused in the Books of accounts.

NOTE 31: MATERIAL UNCERTAINLY REALTED TO GOING CONCERN

8) The company has experienced a significant decline in revenue over the past three years. The Company still maintains a positive net worth. This demonstrates the underlying strength of our assets, capital structure, and the potential for longterm sustainability. To address the current situation and secure a prosperous future, the management of the Company has developed a comprehensive strategy that encompasses several key areas:

Market Analysis and Expansion: The Company has conducted an in-depth analysis of the market and identified emerging opportunities. By leveraging our existing assets, expertise, and relationships, The Company plans to expand our operations into new markets and diversify our product/service offerings. This expansion will allow us to tap into previously untapped revenue streams, increase our customer base, and enhance our overall competitive advantage.

Financial Restructuring and Funding: To support our future growth initiatives, The Company is exploring various financing options, including debt restructuring, equity investments, and potential capital injections. The Company is engaging with financial institutions, investors, and other stakeholders to secure the necessary funding to execute our strategic plans effectively. The Company is in possession of substaintial amount of inventory which has prospect to get monitised in the coming future.

By implementing these measures, The Company is confident in its ability to turn the tide and generate sustainable income in the coming years.The Company closely monitors the progress against these strategic objectives and regularly reports to our shareholders on the milestones achieved and the overall financial health of the company. The Management remain optimistic about the future of the Company.