The Board of Directors of Balaji Telefilms Limited ("the Company') have pleasure in presenting the 32^nd Annual Report along with
the Audited Financial Statements (standalone and consolidated) of the Company for the Financial Year ended March 31, 2026.

COMPANY OVERVIEW

Incorporated in the year 1994, Balaji Telefilms Limited is a pioneer in the Media and Entertainment industry, with over three
decades 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:

During the year under review, the Company has utilized the funds raised through preferential issue, the details are
summarized below:

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31,2026 is H12,18,11,841/- (Rupees Twelve Crores Eighteen
Lacs Eleven Thousand Eight Hundred and Forty-One only). Of the total paid up share capital of the Company, 31.32% is
held by Promoters and Promoter Group and balance of 68.68% 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 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 H 10,51,20,00,000 (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 H 2 (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.”

2) Pursuant to exercise of stock options granted to eligible employee(s) under the Balaji Telefilms Limited ESOP
Scheme, 2023/ESOP Scheme 2017 there has been change in paid up equity share capital from 11,95,88,744 as at
March 31, 2025 to 12,18,11,841 as at March 31,2026 in a manner tabled below:

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 2025-26. 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, 2026, 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.

EMPLOYEE STOCK OPTION SCHEME
(ESOP SCHEME)

The applicable disclosures for the Financial Year ended
March 31,2026, 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:

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.

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 toinvestor@balajitelefilms.com.

The details ESOPs exercised by eligible employee(s) under Balaji Telefilms Limited ESOP Scheme, 2023/ESOP Scheme,
2017 are as follows:

ANNUAL RETURN

In accordance with the provisions of the Companies Act, 2013,
the Annual Return of the Company as on March 31, 2026 in the
prescribed form is available on the website of the Company
at:ttps://www.balajitelefilms.com/annual return.php

MEETINGS OF THE BOARD

During the year under review, 4 (Four) meetings of the
Board of Directors were held on July 03, 2025, August
12, 2025, November 13, 2025, and February 13, 2026; the
relevant details of the meetings along with attendance of
Directors are forming part of the Corporate Governance
Report which is an integral part of this Annual Report.

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, which was
supposed to be held on or before May 30, 2025. The delay

in publication of Audited Financial Results for the year
ended March 31, 2025 was due to 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.

Other than above there was no intervening gap between
two Board Meetings exceeding 120 days. Additionally,
a calendar of meetings for every year is prepared and
approved by the Directors in advance, to facilitate
participation at the Board/Committee meetings.

COMMITTEES OF THE BOARD

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

DIRECTORS, 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, 2026, and post closure of financial year, till the
date of this Report

• 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
was expired on August 27, 2025, basis the
recommendation made by the Nomination and
Remuneration Committee the Board of Directors
and Members of the Company 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.

• The tenure of Mr. Arun Kumar Purwar (DIN:
00026383), Independent Director of the Company,
expired at closing of business hours on August
30, 2025; 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. Arun Kumar Purwar during his
tenure as Independent Director of the Company.

• The Board of Directors, basis the recommendations
made by the Nomination and Remuneration
Committee, approved the appointment of Mr.
Pankaj Baikunthnath Chaturvedi (DIN: 00142853)
as Additional (Non-Executive Independent) Director
of the Company, effective December 30, 2025. The
said appointment was regularized and duly approved
by the shareholders vide Special resolution passed
through postal ballot on March 26, 2026.

• In Compliance with Regulation 17(1 D) of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors, basis
the recommendations made by Nomination and
Remuneration Committee, approved continuation
of Ms. Priyanka Chaudhary as Non-Executive
Director of the Company for a period of five (5) years
effective May 26, 2026. Further the said appointment
is subject to approval of the Members at the ensuing
Annual General Meeting.

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:

• 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 effective April 11,2025.

• Mr. Viren Trivedi was appointed as the Finance
Controller effective April 17, 2025.

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

• Resignation of Ms. Aparna Ramachandran from the
position of Head of Digital, effective January 26,
2026, to pursue other career opportunities.

• Ms. Neha Vaswani was appointed as Finance Head
- Digital of the Company effective March 19, 2026.

Further, the following matters are being presented for
consideration and approval of the Members at the 32^nd
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, Mrs. Shobha Ravi Kapoor (DIN:
00005124), 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 32^nd AGM
of the Company.

• In keeping with Regulation 17(1D) of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors, basis
the recommendation made by the Nomination and
Remuneration Committee, approved continuation
of directorship of Ms. Priyanka Chaudhary
(DIN:06520285). Ms. Priyanka Chaudhary was
appointed as an Additional Non- Executive Director
effective May 20, 2022 and the said appointment
was approved by the Members of the Company at
the Annual General Meeting held on August 18, 2022.
Appropriate resolution for continuation of her term
as a Non-Executive Director for period of 5 years, as
required to be passed in compliance with Regulation
17(1 D) of Listing Regulations, 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 32^nd AGM of the Company.

• The Shareholders of the Company approved re¬
appointment of Mrs. Shobha Kapoor, Managing
Director and Ms. Ekta Ravi Kapoor, Joint Managing
Director at the AGM held on August 17, 2023 for a
period of 5 (five) years w.e.f. November 10, 2023,
till November 09, 2028. Further the remuneration
payable to them for a period of 3 years w.e.f.
November 10, 2023 till November 9, 2026 was
approved by the Members at the said AGM. As the
term fixed for remuneration is about to expire on
November 09, 2026, the appropriate resolution for
payment of remuneration of Mrs. Shobha Kapoor
as Managing Director and Ms. Ekta Ravi Kapoor
as Joint Managing Director for a remaining period
of 2 (two) years is being placed for the approval
of the Members of the Company at ensuing AGM.
The Board recommended the remuneration for a
period of 2 (two) years, subject to the approval of
the shareholders at the ensuing AGM. The detailed
terms for the proposed remuneration are forming
part of the Notice convening the 32^nd AGM.

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 February 13, 2026.

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 28th 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, 2026 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,
and SEBI (Listing Obligations and Disclosure requirement
Regulation, 2015), the Board appointed AVS & Associates,
Practicing Company Secretaries as Secretarial Auditors
of the Company for the period of 5(five) year from
Financial Year 2024-25.

Secretarial Audit Report issued by AVS & Associates,
Practicing Company Secretaries in Form No. MR-3 for
the Financial Year 2025-26 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, 2015 for a certain period during the Audit
period i.e. from August 31,2025, to December 29,2025.

2. The gap between two consecutive Board Meetings
exceeded the prescribed limit of 120 days. The interval
between the Board Meetings held on February 11,
2025, and July 03, 2025, was 143 days, resulting in non¬
compliance with the provisions of Regulation 17(2) of
Listing Regulations, and Section 173 of Companies Act,
2013 read with Secretarial Standards-1 (SS-1).

3. The gap between two consecutive Audit Committee
Meetings exceeded the prescribed limit of 120 days.
The interval between the Audit Committee Meetings
held on February 11, 2025, and July 03, 2025, was 143
days resulting in non-compliance with the applicable
provisions of Listing Regulations.

4. The Company adopted and approved the audited
standalone and consolidated financial results for the
quarter and year ended March 31, 2025, beyond the
stipulated timeline of 60 days, from the end of Financial
Year as required under Regulation 33 of the Listing
Regulations, 2015.

Comments:

With respect to Point No. 1, the shareholders may note that
the composition of the Board was disturbed on account of
retirement of Independent Director from the Board upon
completion of tenure. The Management was in search
of suitable candidate for appointment as Independent
Director on the Board of the Company. The default was
made good by the Company effective December 30,
2025, post appointment of Mr. Pankaj Chaturvedi as
Independent Director on the Board of the Company.
Further, the penalty levied by both the Exchanges has been
paid in full by the Company.

With respect to Point No 2, 3 and 4, the shareholders
are apprised that the delay in submission of the Audited
Standalone and Consolidated Financial Results for the
quarter and Financial Year ended March 31,2025, was due

to the pendency of approval of the Composite Scheme of
Arrangement before the Hon’ble National Company Law
Tribunal, Mumbai Bench ("Hon’ble NCLT”). The Company
considered it appropriate to await the sanction of the
Scheme so as to give effect to the same in the financial
statements from the appointed date and ensure accurate
presentation of the financial position for Financial Year
2024-25. Further, the Company has duly disclosed the
reasons for the delay to the Stock Exchanges on May
26, 2025. It may be noted that the Company received
the certified copy of the Order passed by Hon’ble NCLT
sanctioning the Composite Scheme of Arrangement on
June 10, 2025. Further, the Company convened a Board
Meeting on July 03, 2025, to inter-alia consider and
approve the audited financial results for the quarter and
Financial Year ended March 31, 2025. The pendency
of NCLT Order also resulted in gap of more than 120
days between the 2 consecutive Meetings of Board of
Directors/Audit Committee. The Company has duly paid
the fines imposed by the Stock Exchanges in connection
with the aforesaid defaults.

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 2025-26. 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 2025-26, 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 2025-26.

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 subject
to any discriminatory practice. The Whistle Blower
Policy of the Company is also posted on the website
of the Company athttps://www.balaiitelefilms.com/
pdf/Whistle Blower Policy V3.pdf

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 athttp://www.balaiitelefilms.com/
corporate-social-responsibility.php.

The Annual Report on CSR activities is annexed here
with Annexure IIIto 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 athttps://www.balajitelefilms.
com/nomination-remuneration-policy.php

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 Policy was last amended on August 12, 2025.

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

f) RELATED PARTY TRANSACTIONS POLICY

In line with the requirements of the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, your Company has
formulated a Policy on Related Party Transactions
which is also available on the Company’s website at

https://www.balajitelefilms.com/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

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, 2026, 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 athttps://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 athttps://www.
balaiitelefilms.com/pdf/Materiality%20Policy%20
last%20amended%20July%2003.%202025.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 was last amended on July 03, 2025 to
make it consistent with recent amendments in
applicable laws

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 athttps://

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 BETWEENTHE
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, 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) POSTAL BALLOT/NCLT CONVENED MEETING

The Board of Directors of the Company on February
13, 2026 approved the Postal Ballot Notice for
seeking the approval of Members through remote
e-voting process for appointment of Mr. Pankaj
Baikunthnath Chaturvedi (DIN: 00142853), who was
appointed as an Additional Director (Non-Executive
Independent Director) w.e.f. December 29, 2025,
as an Independent Director of the Company for a
term of five consecutive years. The resolution was
passed by the Members with requisite majority on
March 26, 2026.

Further, 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 Scheme
of Arrangement was duly approved by the equity
shareholders with requisite majority.

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 KEYMANAGERIAL 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 atinvestor@balaiitelefilms.comand 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 Vin Form AOC-2 and the same
forms part of the Board’s report.

During the Financial Year 2025-26, 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 105,279/- 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 athttps://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 athttps://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 H 397.70 Lacs (Previous Year H 1
,062.49Lacs) and the foreign exchange outgo in
terms of actual outflows is H 90.46 Lacs (Previous
Year H 384.41 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, 2026, 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, 2026 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: May 26, 2026 (DIN:00005345)