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Dear Members,

The Board of Directors is pleased to present the 29^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 31,2023.

FINANCIAL HIGHLIGHTS

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

(Rs. in Lacs)

During the year under review, the Standalone Revenue from operations of the Company is Rs. 51,716.55 Lacs, a substantial increase of 113.60% over the previous year's Rs. 24,212.23 Lacs. As per the Consolidated Accounts, the total revenue from operations has

increased by 76.03% from Rs. 33,685.22 Lacs to Rs. 59,296.45 Lacs during the year. Your Company had a Net profit after tax of Rs. 3,891.83 Lacs during the year as compared to Net profit of Rs. 438.42 Lacs of previous year, registering significant growth on a standalone basis.

Additional information regarding Company's business operations are provided in the Management Discussion and Analysis Report, which forms an integral part of the Board's Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company as on March 31, 2023, 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 and the Companies Act, 2013, forms part of this Annual Report.

DIVIDEND

No dividend is proposed to be paid for the financial year 2022-23.

OPERATIONAL HIGHLIGHTS

A detailed discussion on the business performance and state of affairs 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 Rs. 35,682.41 Lacs is proposed to be retained in the statement of profit and loss account.

BORROWINGS

The Company has ongoing cash credit facilities amounting to Rs. 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 taken loan during the year amounting to Rs. 1,800 Lacs and Rs. 2,900 Lacs from its related parties namely Tusshar Infra Developers Private Limited and Pantheon Buildcon Private Limited respectively at interest rate of 14% per annum, repayable on demand.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2023 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, 34.35% is held by Promoters and Promoter Group and balance of 65.65% 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.

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 2022-23. 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, 2023, 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. 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. Like previous year, ALT Digital continues to be a material subsidiary of the Company, as its income exceeded 10% of the consolidated income of the Company in the immediately preceding accounting year. Further, in compliance with Regulation 24A (1) of SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Secretarial Audit Report of ALT Digital for the Financial Year ended March 31,2023 forms part of this Annual Report.

Further, during the year under review, the Company converted outstanding dues of ALT Digital into equity shares of the said subsidiary.

3. MARINATING FILMS PRIVATE LIMITED (MFPL)

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

4. DING INFINITY PRIVATE LIMITED (DING)

Ding has become a Subsidiary of Balaji Telefilms Limited w.e.f. May 25, 2021 pursuant to acquisition of 55% stake by the Company. The shareholders are further informed that during the year under review, Chhayabani Balaji Entertainment Private Limited (an erstwhile subsidiary of the Company) was liquidated vide National Company Law Tribunal (NCLT) order dated April 1 1, 2022 and consequently ceased to be a subsidiary with effect from that date.

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 in compliance with Section 129(3) and other applicable provisions, if any, of the Companies Act, 2013, read with rules made thereunder and is appended as Annexure I to the Board's Report.

There has been no material change in the nature of the 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 www.balajitelefilms.com

EMPLOYEE STOCK OPTION PLAN (ESOP)

The applicable disclosures for the year ended March 31, 2023, as required to be given under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 {erstwhile SEBI (Share Based Employee Benefits) Regulations, 2014} with respect to Balaji Telefilms ESOP Plan, 2017 is available on the website of the Company at: http://www.balajitelefilms.com/pdf/ESOP 2019 Disclosure under SEBI(SBEB)%20 Regulations 2014. pdf.

During the year, there has not been any material change in the ESOP Plan adopted by the Company. The Plan is in compliance with the said ESOP Regulations.

Members are requested to note that as the ESOP Plan, 2017 was expiring on March 31,2023, the Nomination and Remuneration Committee and Board of Directors recommended the adoption of Balaji Telefilms ESOP Scheme, 2023, in order to continue to promote the culture of employee ownership throughout the Balaji Group. Further, the Members of the Company via Postal Ballot on March 29, 2023 approved the grant, issue and allotment of the options to the Employees under Balaji Telefilms ESOP Scheme, 2023 and further implementation of the said Scheme in the Company and its Subsidiary(ies).

Members seeking to inspect certificate from MMJB & Associates LLP Company Secretaries, the Secretarial Auditors of the Company, with respect to the implementation of ESOP Scheme, are required to send an email to investor@balajitelefilms.com.

ANNUAL RETURN

In accordance with the provisions of the Companies Act, 2013, the Annual Return of the Company as on March 31,2023 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, 5 (Five) meetings of the Board of Directors were held on May 20, 2022, July 13, 2022, August 10, 2022, November 10, 2022 and February 14, 2023; 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 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)

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) and the Articles of Association of the Company, Mrs. Shobha Kapoor (DIN: 00005124), Managing Director, is liable to retire by rotation at the ensuing AGM and being eligible, seeks re-appointment. An appropriate resolution for her 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 29^th AGM of the Company.

Further, as the tenure of Mrs. Shobha Kapoor as Managing Director and Ms. Ektaa R. Kapoor as Joint Managing Director is expiring on November 09, 2023, the Board has recommended the re-appointment of Mrs. Shobha Kapoor as Managing Director and Ms. Ektaa R. Kapoor as Joint Managing Director for a period of 5 (five) years, subject to the approval of the shareholders at the ensuing AGM. The detailed terms for the proposed re-appointment are forming part of the Notice convening the 29^th AGM.

The Members are also informed about the following changes in the Key Managerial Personnel, which took place during the year under review:

• Ms. Priyanka Chaudhary (DIN: 06520285) was appointed as Additional Non-Executive Director of the Company w.e.f. May 20, 2022. Further, Ms. Chaudhary was regularized at the AGM of the F.Y. 2021-22 held on August 18, 2022;

• Mr. Nachiket Pantvaidya stepped down from the position of Chief Executive Officer of the Company w.e.f. closure of the working hours of May 31,2022;

• Mr. Abhishek Kumar was appointed as the Chief Executive Officer of the Company w.e.f. July 15, 2022;

• Mr. Anshuman Thakur (DIN: 03279460), NonExecutive Director of the Company resigned from his position w.e.f. closure of the working hours on September 12, 2022;

• Mr. Jason Ashok Kothari (DIN: 07343314), Non-Executive Independent Director of the Company resigned from his position w.e.f. closure of the working hours on January 31, 2023 due to personal reasons and professional commitments, including his founding of a new global Company in the entertainment industry. There was no other material reason for him for stepping down from the Board before the expiry of his term as an Independent Director;

• Ms. Tannu Sharma resigned from the position of Company Secretary and Compliance Officer of the Company w.e.f. closure of the working hours of November 18, 2022, however, Ms. Sharma was re-appointed at the same position by the Board of Directors at their meeting held on February 14, 2023.

The Members are also requested to note that the following changes in Directors took place post closure of the financial year, till the date of this Report:

• Mr. Ramesh Sippy (DIN: 00652881), NonExecutive Director of the Company resigned from his position w.e.f. closure of the working hours on April 26, 2023.

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, 2022.

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 Independent Directors and annual performance evaluation of Independent Directors should be carried out by other Directors to the exclusion of Director being evaluated. 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, as the term of the erstwhile Auditors viz. Price Water House Chartered Accountants LLP was coming to an end, 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 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, except that the Statutory Auditor in their report on standalone and consolidated financial

statements have included Emphasis of Matter drawing Members attention to Note No. 41 and Note No. 43 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. Further, no payments have been received against these transactions.

This view has been upheld by our predecessor statutory auditors in earlier years.

Further, the Company has been regular in disclosing these transactions in its statutory filings / returns filed with appropriate Government Authorities. The said returns / filings have been accepted by the Government Authorities and no demand has been raised there against.

Based on the above and relying on the expert advice from our Tax advisors, the Company believes that the liability, along with any interest thereon, is currently not due.

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 MMJB & Associates LLP, Company Secretaries as Secretarial Auditors of the Company for the financial year 2022-23.

Secretarial Audit Report issued by MMJB & Associates LLP Company Secretaries in Form No. MR-3 for the financial year 2022-23 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, except the following remark:

• Board composition was not in compliance with Regulation 17(1) of SEBI LODR (from May 20, 2022 to September 12,2022). The same was duly rectified effective September 13, 2022. Further, BSE Limited and National Stock Exchange of India Limited had imposed a penalty of Rs. 6,84,400/- each (inclusive of Goods and Services Tax), which has been paid in full by the Company.

Reply to Comments: The said default has been made good w.e.f. closing of business hours on September 12, 2022, post stepping down of Mr. Anshuman Thakur from the position of Non-Executive Director. Further, the penalty so imposed by both the Stock Exchanges has been paid in full by the Company.

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 2022-23 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; 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; and the Company has borrowed money from its holding company in excess of the limit of Section 180(1)(c) of the Companies Act, 2013 which was duly approved by the shareholders by way of special resolution before March 31,2023.

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.

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 Statutory Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to furnish Business Responsibility and Sustainability Report (BRSR). However, as the Company does not fall under the list of top 1000 companies basis market capitalization, the requirement of furnishing BRSR is not applicable upon the Company for the financial year 2022-23.

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 http://www.balajitelefilms.com/nomination- remuneration-policy.php. During the year under review, the Policy was amended on February 14, 2023 in line with the changes in applicable laws.

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%20 Material%20Subsidiary 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 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%20POLICYpdf

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/related-party- trancation-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.

g) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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 year 2022-23, no such complaint was registered with 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

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

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.

i) 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.

ii) SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

iii) 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

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

xi) The Company does not have any scheme or provision of money for the purchase of its own shares by employees/ Directors or by trustees for the benefit of employees/ Directors of the Company.

xii) During the year under review, there was no revision of financial statements and Board's Report of the Company.

xiii) 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.

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

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 Rs. 179.39 Lacs (Previous Year Rs. 195.44 Lacs) and the foreign exchange outgo in terms of actual outflows is Rs. 18.60 Lacs (Previous Year Rs. 8.62 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, 2023, 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, 2023 had been prepared on a 'going concern' basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENTS

The Board places on record its deep appreciation

to all employees for their hard work, dedication,

unstinted efforts and commitment. The Board places on record its appreciation for the support and cooperation the Company has been receiving from its customers, suppliers and Bankers.

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

For and on behalf of the Board of Directors