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

COMPANY OVERVIEW

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

FINANCIAL HIGHLIGHTS

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

(H in Lacs)

COMPANY'S PERFORMANCE

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the
Company as on March 31, 2025, prepared in accordance
with the relevant applicable Indian Accounting
Standards (IND AS), and the provisions of Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations”) and the Companies Act, 2013, forms part of
this Annual Report.

DIVIDEND

No dividend is proposed to be paid for the
Financial Year 2024-25.

OPERATIONAL HIGHLIGHTS

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

TRANSFER TO RESERVES

The Directors of the Company do not propose to transfer
any amount to the General Reserve and an amount of
H45,308.13 Lacs is proposed to be retained in the
statement of profit and loss account.

BORROWINGS

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

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

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

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

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

SHARE CAPITAL

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

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

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

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

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

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

PUBLIC DEPOSITS

During the year under review, your Company has not
accepted or renewed any amount falling within the purview
of provisions of Section 73 and 74 of the Companies Act,
2013 ("the Act”) read with the Companies (Acceptance of
Deposits) Rules, 2014. There are no outstanding deposits
at the end of the Financial Year 2024-25. Hence, the
requirement for furnishing of details relating to deposits
covered under Chapter V of the Act and the details of
deposits which are not in compliance with the Chapter V
of the Act is not applicable.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Loans, Guarantees and Investments covered under Section
186 of the Companies Act, 2013 forms part of the notes to
the Financial Statements provided in this Annual Report.

In compliance with Section 129(3) and other applicable
provisions, if any, of the Companies Act, 2013, read with
rules made thereunder, a separate statement highlighting
the financial statements of subsidiaries of the Company
are detailed in the prescribed Form AOC-1, which forms
part of the Consolidated Financial Statements and is
appended as Annexure I to the Board’s Report.

CHANGE IN REGISTERED OFFICE OR NATURE
OF BUSINESS

There was no change in the Registered Office or nature
of business of the Company during the year under review.

SUBSIDIARIES

As on March 31, 2025, your Company has the
following Subsidiaries:

1. BALAJI MOTION PICTURES LIMITED (BMPL)

BMPL is into the business of distribution of motion
pictures and films. It is a wholly-owned subsidiary
of the Company.

2. DING INFINITY PRIVATE LIMITED (DING)

Ding became a Subsidiary of Balaji Telefilms Limited
w.e.f. May 25, 2021 pursuant to acquisition of 55%
stake by the Company.

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

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

4. MARINATING FILMS PRIVATE LIMITED (MFPL)*

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

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

In compliance with Section 129(3) and other applicable
provisions, if any, of the Companies Act, 2013, read with
rules made thereunder, a separate statement highlighting
the financial statements of subsidiaries of the Company
are detailed in the prescribed Form AOC-1, which forms
part of the Consolidated Financial Statements and is
appended as Annexure I to the Board’s Report.

In accordance with Section 136 of the Companies Act,
2013, the Audited Financial Statements, including the
Consolidated Financial Statement and related information
of the Company, and the audited accounts of each of its
subsidiaries, are available at https://www.balajitelefilms.
com/subsidiary-financial-information.php

EMPLOYEE STOCK OPTION SCHEME (ESOP
SCHEME)

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

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

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

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

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

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

Members seeking to inspect certificate from AVS
& Associates, Practising Company Secretaries, the
Secretarial Auditors of the Company, with respect to the
implementation of ESOP Scheme, are required to send an
email to 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,
2025 in the prescribed form is available on the website
of the Company at: https://www.balaiitelefilms.com/
annual return.php

MEETINGS OF THE BOARD

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

It may be noted that during the year under review, the
Board Meeting to inter-alia consider and adopt the Audited
Financial Results for the Financial Year ended March 31,
2025 was held on July 03, 2025, as the order sanctioning
the Composite Scheme of Arrangement between ALT
Digital Media Entertainment Limited ('First Transferor
Company’), Marinating Films Private Limited ('Second
Transferor Company’), Wholly owned Subsidiaries of
the Company, Balaji Telefilms Limited (’Transferee
Company’), and their respective shareholders was passed

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

COMMITTEES OF THE BOARD

In compliance with the requirements of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board had
constituted various statutory Board Committees including
Audit Committee, Nomination and Remuneration
Committee, Stakeholders’ Relationship Committee,
Corporate Social Responsibility Committee and Risk
Management Committee. Details of scope, constitution,
terms of reference, number of meetings held during the
year under review along with attendance of Committee
Members, therein forms part of the Corporate Governance
Report which is an integral part of the Annual Report.

DIRECTORS, KEY MANAGERIAL PERSONNEL
(KMP) & SENIOR MANAGEMENT PERSONNEL
(SMP)

The Members are requested to take note of the following
changes in the Directors during the Financial Year ended
March 31, 2025, and post closure of financial year, till the
date of this Report

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DECLARATION BY INDEPENDENT DIRECTORS

As at the end of the Financial Year, there were 5 (Five)
Non-Executive Independent Directors on the Board
of the Company.

The Company has received necessary declaration from
all Independent Directors under Section 149(7) of the
Companies Act, 2013, confirming that they meet the
criteria of independence laid down in Section 149(6) of
the Companies Act, 2013 and Regulation 16 and 25 of
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. All the Independent Directors are
duly registered with the Indian Institute of Corporate
Affairs (IICA).

Further, the Independent Directors have also affirmed
compliance with the Code of Conduct adopted by

the Company. The Board is of the opinion that the
Independent Directors of the Company hold the highest
standards of integrity and possess requisite expertise,
proficiency and experience required to fulfil their duties
as Independent Directors, and their continued association
as Directors will be of immense benefit and in the best
interest of your Company.

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

MECHANISM FOR EVALUATING BOARD
MEMBERS

One of the key functions of the Board is to monitor and
review the Board evaluation framework. The Board in
consultation with the Nomination and Remuneration
Committee lays down the evaluation criteria for the
performance evaluation of Executive/Non-Executive and
Independent Directors. The questionnaire of the survey is
a key part of the process of reviewing the functioning and
effectiveness of the Board and for identifying possible
paths for improvement.

The evaluation is carried out on an annual basis, and
feedback from each Director with the suggestions
is encouraged. The evaluation process focuses on
effectiveness of the Board, Board dynamics, Board
Meetings and procedures, Committee effectiveness,
succession planning and flow of information to the Board
and Committees.

The following are some of the parameters on the basis of
which the Directors are evaluated:

1) Knowledge to perform the role;

2) Time and Level of Participation;

3) Performance of Duties and Level of Oversight;

4) Professional Conduct and Independence etc.

EVALUATION OF BOARD, COMMITTEES AND
INDIVIDUAL DIRECTORS

The Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 provides
that an annual performance evaluation of Directors
should be carried out by the Directors. The Nomination
and Remuneration Committee carries out review of the
performance of the Board of Directors, based on feedback
received from the Directors. The evaluation of the Board
as a whole, its Committees and Individual Directors
including Executive Director, Non-Executive Director and
Independent Director was conducted based on the criteria
and framework adopted by the Board. The Board takes

note of the evaluation process results as collated by the
Nomination & Remuneration Committee of the Company.
The Board of Directors expressed their satisfaction with
the evaluation process.

AUDITORS

STATUTORY AUDIT

Pursuant to the provisions of Section 139 of the Companies
Act, 2013, the Members at the 28^th Annual General
Meeting (AGM) held on August 18, 2022 approved the
appointment of Deloitte Haskins and Sells LLP, Chartered
Accountants (Firm Registration no. 117366W/ W-100018)
as the Statutory Auditors of the Company for a period of
5 (five) years, till the conclusion of the AGM to be held
for the Financial Year 2026-27. Deloitte Haskins and Sells
LLP, Chartered Accountants, have confirmed that they are
not disqualified as per Section 141 of the Companies Act,
2013 from continuing as Auditors of the Company.

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

COST AUDIT

In accordance with Companies (Cost Records and Audit)
Rules, 2014, Cost Audit is not applicable to the Company.
Accordingly, there was no requirement for maintenance of
relevant records by the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014, the Board appointed AVS & Associates, Practicing
Company Secretaries as Secretarial Auditors of the
Company for the financial year 2024-25.

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

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

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

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

Comments:

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

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

In terms of Section 134 of the Companies Act, 2013
and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company works
with internal control systems commensurate with the
size, scale and complexity of its operations. The Board
has adopted the policies and procedures for ensuring
the orderly and efficient control of its business including
adherence to the Company’s policies, the safeguarding of
its assets, the prevention and detection of frauds, errors,
reporting mechanisms, the accuracy and completeness
of the accounting records and timely preparation of
reliable financial disclosures. Ernst & Young LLP (EY),
Chartered Accountants, acted as the Internal Auditors
for the Financial Year 2024-25. To maintain objectivity
and independence, the Internal Auditors report directly
to the Audit Committee. Based on the report of the
Internal Auditors, process owners undertake corrective
action, wherever required. Significant observations and
corrective actions needed or taken are presented to the
Audit Committee. During the Financial Year 2024-25, such
controls were tested and no reportable material weakness
in the design or operation was observed.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of
good Corporate Governance over the years, and it is
a continuous and ongoing process. A detailed Report
on Corporate Governance practices followed by our
Company in terms of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, together
with a Certificate from the AVS & Associates, Practicing
Company Secretaries, are provided separately in
this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Pursuant to Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, top 1000
listed entities based on market capitalization are required to
furnish Business Responsibility and Sustainability Report
(BRSR). However, as the Company does not fall under the
list of top 1000 Companies basis Market Capitalization,
the requirement of furnishing BRSR is not applicable upon
the Company for the Financial Year 2024-25.

POLICIES ADOPTED BY THE COMPANY:

a) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company promotes ethical behavior in all its
business activities and has put in place a mechanism
of reporting illegal or unethical behavior. The
Company has a Vigil Mechanism/Whistle Blower
Policy wherein the employees are free to report
violations of laws, rules, regulations or unethical
conduct to their immediate supervisor or such other
person as may be notified by the Management
to the work groups. The confidentiality of those
reporting the violations is maintained and they are
not subjected to any discriminatory practice. The
Whistle Blower Policy of the Company is also posted
on the website of the Company at http://www.
balajitelefilms.com/whistle-blower-policy.php.

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

b) CORPORATE SOCIAL RESPONSIBILITY POLICY
AND INITIATIVES

The Corporate Social Responsibility Committee has
been entrusted with the responsibility of formulating
and recommending to the Board a Corporate Social
Responsibility (CSR) Policy indicating the activities
to be undertaken by the Company, monitoring the
implementation of the framework of the CSR Policy
and recommending the amount to be spent on CSR
activities. The CSR Policy of the Company is also
posted on the website of the Company which may
be accessed at http://www.balaiitelefilms.com/
corporate-social-responsibility.php.

The Annual Report on CSR activities is annexed here
with as Annexure III to the Board’s Report.

c) NOMINATION & REMUNERATION POLICY

The Nomination and Remuneration Committee has
framed a policy which inter-alia provides the matters
to be dealt with and considered by the Nomination and
Remuneration Committee, procedure for succession

of Directors and Key Managerial Personnel, selection
and appointment of Directors including determining
qualifications and independence of a Director,
Key Managerial Personnel, Senior Management
Personnel and their remuneration etc. as part of its
charter, and other matters provided under Section
178(3) of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015. The policy may be accessed at
our website at https://www.balaiitelefilms.com/pdf/
NRC%20Policv%20last%20amended%20Julv%20
03.%202025.pdf.

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

d) POLICY ON MATERIAL SUBSIDIARIES

The Company’s Policy on material subsidiaries is
available on the Company’s website and can be
accessed at the link: http://www.balajitelefilms.com/
pdf/Policy%20for%20determining%20Material%20
Subsidiary 24052019.pdf

e) RISK MANAGEMENT POLICY

Pursuant to Regulation 17(9) of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company has adopted a Risk
Management Policy, which inter-alia provides for
the identification of risk, if any, to the Company's
operations and growth. The said Policy is reviewed
by the Risk Management Committee from time-
to-time, in accordance with the requirements of
aforesaid Regulation. The Board of Directors does
not foresee any immediate risk of this nature.

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

f) RELATED PARTY TRANSACTIONS POLICY

In line with the requirements of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has
formulated a Policy on Related Party Transactions
which is also available on the Company’s website at
http://www.balajitelefilms.com/pdf/RPT%20Policy%20
last%20updated%20November%2014.%202024.pdf

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

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

g) PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Your Company is an equal employment opportunity
employer and is committed to provide a safe and
conducive work environment that enables women
employees to work without fear of prejudice,
gender bias and sexual harassment. The Company
always believes in transparency, honesty, equality,
antiracism and fairness to all stakeholders including
women employees of the Company. They have right
to be treated with dignity and as per the Company’s
framework. Harassment of any kind including
sexual harassment is forbidden. The Company
has 'Zero Tolerance’ approach towards any act of
sexual harassment.

The Company has in place a Prevention of Sexual
Harassment at Workplace Policy in line with the
requirements of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition & Redressal)
Act, 2013. Internal Complaints Committee and Apex
Committee have been set up to redress complaints
received regarding sexual harassment. All employees
are covered under this policy. During the Financial
Year ended March 31, 2025, no complaint pertaining
to sexual harassment was received by the Company.

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

h) DIVIDEND DISTRIBUTION POLICY

The Dividend Distribution Policy adopted by the
Company is available at https://www.balajitelefilms.
com/pdf/Dividend%20Distribution%20Policy.pdf

i) POLICY ON DETERMINATION OF MATERIALITY
OF EVENTS

In line with the requirements of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, your Company has formulated
a Policy for determination of materiality of event,
which is available on the Company’s website at
https://www.balaiitelefilms.com/pdf/Materiality%20
Policy%20last%20amended%20July%2003.%20
2025.pdf

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

j) POLICY ON PREVENTION OF INSIDER TRADING

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

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

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

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

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

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

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED
BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE
REPORT

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

and leveraging synergies, the Board of Directors at their
meeting held on May 30, 2024 approved the Composite
Scheme of Arrangement between ALT Digital Media
Entertainment Limited ('First Transferor Company’),
Marinating Films Private Limited ('Second Transferor
Company’), Wholly owned Subsidiaries of the Company,
Balaji Telefilms Limited ('Transferee Company’), and
their respective shareholders subject to such statutory/
regulatory approvals, as may be required. Further, after
the closure of Financial Year 2024-25, a meeting of the
equity shareholders of the Company was held on April
25, 2025, pursuant to the directions contained in the
Order dated March 12, 2025 passed by Hon’ble National
Company Law Tribunal (Hon’ble NCLT), wherein the said
Scheme of Arrangement was duly approved by the equity
shareholders with requisite majority.

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

Other than above, there were no material changes and
commitments affecting the financial position of the
Company which occurred between the end of the Financial
Year to which this financial statement relates on the date
of this Report.

OTHER DISCLOSURES

i) EXTRA ORDINARY GENERAL MEETING

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

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

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

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

ii) REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the Statutory
Auditors nor the Secretarial Auditors have reported
to the Board or Audit Committee, as required under
Section 134(3)(ca) and 143(12) of the Companies
Act, 2013, any instances of frauds committed against
the Company by its officers or employees, the details
of which would need to be mentioned in this Report.

iii) SECRETARIAL STANDARDS

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

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

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

The requisite details containing the names and
other particulars of employees in accordance with
the provisions of Section 197(12) of the Companies
Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as Annexure IV
to the Board’s Report.

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

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

v) RELATED PARTY TRANSACTIONS

All Related Party transactions entered during the year
were placed before the Audit Committee for review
and approval. Prior omnibus approval is obtained for
Related Party Transactions on an annual basis for
transactions which are of repetitive nature and / or
entered in the ordinary course of business and are
at arm’s length basis. All Related Party Transactions
entered during the year were in ordinary course of the
business and on arm’s length basis except letting out
of premises to wholly owned Subsidiary Company
(viz. Balaji Motion Pictures Limited, ) for using it as
its Registered office on an on-going basis without
charging any rent. The details of Related Party
Transactions have been disclosed in Note No. 46 to
the financial statements. Further, the information on
transactions with related parties pursuant to Section
134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 are
given in Annexure V in Form AOC-2 and the same
forms part of the Board’s report.

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

vi) BUSINESS RISK MANAGEMENT

The Company has in place Risk Management Policy,
pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The risk
management framework enables identification and
evaluation of business risks and opportunities, seeks
to create transparency, minimize adverse impact on
business objectives and enhance the Company’s
competitive advantage. Major risks identified by the
business and functions are systematically addressed
through mitigation actions on a periodic basis.

Also, the Company has a Risk Management
Committee which meets at regular intervals to
oversee related matters.

vii) INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

In terms of the applicable provisions of the
Companies Act, 2013 read with Investor Education
and Protection Fund (Accounting, Audit, Transfer
and Refund) Rules, 2016, H 119,071.60/- of unpaid/
unclaimed dividend was transferred during the
Financial Year to the Investor Education and
Protection Fund along with underlying shares.
Details of unpaid/unclaimed dividend are available
at https://ris.kfintech.com/services/IEPF/IEPFInfo.
aspx?q=OQ8HMfJOuy4%3d

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

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

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

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

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

xii) No application has been made under the Insolvency
and Bankruptcy Code; hence the requirement to
disclose the details of any application made, or
any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 is not applicable for the
Financial Year under review.

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

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

CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

A. ENERGY CONSERVATION MEASURES TAKEN BY
THE COMPANY

The provisions of Section 134(3)(m) of the
Companies Act, 2013 relating to conservation of
energy do not apply to the Company. However,
significant measures are taken to reduce energy
consumption by using energy-efficient computers
and by purchasing energy efficient equipment. We
purchase computers, laptops, air conditioners etc.
that meet environmental standards, higher star
rating wherever possible and regularly upgrade old
equipment with more energy-efficient equipment.
Currently, we use Light Emitting Diode (LED)
fixtures to reduce the power consumption in the
illumination system.

B. TECHNOLOGY ABSORPTION

The provisions of Section 134(3)(m) of the Companies
Act, 2013 relating to technology absorption do not
apply to the Company. The Company’s research and
development initiative mainly consists of ideation of
new subjects for our content production business,
which are used in the creation of new storyline and
tracks. The expenses incurred on such initiatives
are not practically quantifiable. The Company is an
integrated player in the entertainment industry and
our business is such that there is limited scope
for new technology absorption, adaptation and
innovation. However, the Company uses the latest
technology, wherever possible to deliver superior
production value, as a regular process.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according
to the information and explanations obtained by
them, Directors make the following statements in
terms of Section 134(3) and Section 134(5) of the
Companies Act, 2013:

a) In the preparation of the annual accounts for
the Financial Year ended March 31, 2025, the
applicable accounting standards had been followed
along with proper explanation relating to material
departures, if any;

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

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

d) The annual accounts for the financial year ended
March 31, 2025 had been prepared on a 'going
concern’ basis;

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

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

ACKNOWLEDGEMENTS

The Board places on record its deep appreciation to all
employees for their hard work, dedication, unstinted
efforts and commitment. The Board places on record
its appreciation for the support and co-operation the
Company has been receiving from its customers,
suppliers and Bankers.

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

For and on behalf of the Board of Directors
Jeetendra Kapoor

Place: Mumbai Chairman

Date: July 03, 2025 (DIN:00005345)