| 
                                                    
 Dear Members, 
The Board of Directors of Balaji Telefilms Limited ("the Company) have pleasure in presenting the 31st
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) 
STANDALONE CONSOLIDATED 
PARTICULARS 
  
     | 
    2024-2025  | 
    *2023-2024  | 
    2024-2025  | 
    2023-2024  | 
   
  
    Income
    from operations  | 
    45,308.92  | 
    62,070.19  | 
    45,308.92  | 
    62,512.59  | 
   
  
    Less:
    Operating Expense  | 
    46,039.95  | 
    57,360.03  | 
    46,681.47  | 
    57,914.96  | 
   
  
    Operating
    Profit/(Loss)  | 
    (731.03)  | 
    4,710.16  | 
    (1,372.55)  | 
    4,597.63  | 
   
  
    Less:
    Interest  | 
    337.01  | 
    1,054.01  | 
    337.38  | 
    1,056.41  | 
   
  
    Less:
    Depreciation  | 
    742.34  | 
    785.61  | 
    753.40  | 
    812.00  | 
   
  
    Operating
    Profit/(Loss) after interest and depreciation  | 
    (1810.38)  | 
    2,870.54  | 
    (2,463.33)  | 
    2,729.22  | 
   
  
    Add:
    Other income  | 
    1,392.40  | 
    631.70  | 
    1,443.64  | 
    598.52  | 
   
  
    Profit/(Loss)
    Before Tax  | 
    (417.98)  | 
    3,502.24  | 
    (1,019.69)  | 
    3,327.74  | 
   
  
    Less:
    Provision for taxation  | 
    (9,477.20)  | 
    1,389.71  | 
    (9,477.20)  | 
    1,389.71  | 
   
  
    Net
    profit / (loss) after tax  | 
    9,059.22  | 
    2,112.53  | 
    8,457.51  | 
    1,938.03  | 
   
  
    Other
    Comprehensive Income/(loss)  | 
    (35.40)  | 
    (3.55)  | 
    (31.42)  | 
    (3.10)  | 
   
  
    Less:
    Net loss attributable to Non-controlling Interest  | 
    -  | 
    -  | 
    (250.52)  | 
    (40.80)  | 
   
  
    Net
    profit/(Loss) attributable to owners of the Company  | 
    9,023.82  | 
    2,108.98  | 
    8,676.61  | 
    1,975.73  | 
   
  
    Balance
    of retained earnings  | 
    37,397.54  | 
    35,288.56  | 
    36,130.00  | 
    34,154.27  | 
   
  
    Impact
    of change in Ownership  | 
    -  | 
    -  | 
    -  | 
    -  | 
   
  
    Transfer
    to retained earnings for employee share options (vested)  | 
     | 
     | 
     | 
     | 
   
  
    Capital
    Reduction on Merger  | 
    (1,113.23)  | 
    -  | 
    (1,113.23)  | 
    -  | 
   
  
    Sub
    Total  | 
    45,308.13  | 
    37,397.54  | 
    43,693.38  | 
    36,130.00  | 
   
  
    Appropriations:  | 
     | 
     | 
     | 
     | 
   
  
    Share
    issue expenses  | 
    -  | 
    -  | 
    -  | 
    -  | 
   
  
    Conversion
    of preference shares into equity  | 
    -  | 
    -  | 
    -  | 
    -  | 
   
  
    Payment
    of dividend  | 
    -  | 
    -  | 
    -  | 
    -  | 
   
  
    Dividend
    distribution tax  | 
    -  | 
    -  | 
    -  | 
    -  | 
   
  
    Balance
    carried to balance sheet  | 
    45,308.13  | 
    37,397.54  | 
    43,693.38  | 
    36,130.00  | 
   
 
*(Previous year figures are restated on account of Merger) 
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 31st 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 31st 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 31st 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 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, 2025 does not contain any
qualification, reservation, disclaimer or observation. 
COST AUDIT 
In accordance with Companies (Cost Records and Audit) Rules, 2014, Cost
Audit is not applicable to the Company. Accordingly, there was no requirement for
maintenance of relevant records by the Company. 
SECRETARIAL AUDIT 
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board appointed AVS & Associates, Practicing Company Secretaries as Secretarial
Auditors of the Company for the financial year 2024-25. 
Secretarial Audit Report issued by AVS & Associates, Practicing
Company Secretaries in Form No. MR-3 for the Financial Year 2024-25 is appended as Annexure
II to the Board 's
Report. The Company has complied with the provisions of Companies Act, 2013 and other
applicable laws, the said Report does not contain any qualification, reservation,
disclaimer or observation, except the following:
1. The composition of the Board was not in conformity with the
requirements of Regulation 17(1)(b) of the Listing Regulations for the period from April
1, 2024 to May 27, 2024. 
2. The composition of the Audit Committee was not in conformity with
the requirements of Regulation 18(1) of the Listing Regulations for the period from May
15, 2024, to May 27, 2024. 
3. The composition of the Nomination and Remuneration Committee was not
in conformity with the requirements of Regulation 19(1) of the Listing Regulations for the
period from May 15,2024, to May 27, 2024. 
Comments: 
The shareholders may note that the composition of the Board/Committees
was disturbed on account of retirement of Independent Director(s) from the Board upon
completion of their tenure. The Management was in search of suitable candidates for
appointment as Independent Directors on the Board of the Company. The default was made
good by the Company effective May 28, 2024, post appointment of Mr. Rohit Jain and Mr.
Avijit Mukerji as Independent Directors on the Board of the Company. 
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY 
In terms of Section 134 of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company works
with internal control systems commensurate with the size, scale and complexity of its
operations. The Board has adopted the policies and procedures for ensuring the orderly and
efficient control of its business including adherence to the Company 's policies, the safeguarding of its assets, the prevention and
detection of frauds, errors, reporting mechanisms, the accuracy and completeness of the
accounting records and timely preparation of reliable financial disclosures. Ernst &
Young LLP (EY), Chartered Accountants, acted as the Internal Auditors for the Financial
Year 2024-25. To maintain objectivity and independence, the Internal Auditors report
directly to the Audit Committee. Based on the report of the Internal Auditors, process
owners undertake corrective action, wherever required. Significant observations and
corrective actions needed or taken are presented to the Audit Committee. During the
Financial Year 2024-25, such controls were tested and no reportable material weakness in
the design or operation was observed.
CORPORATE GOVERNANCE 
Your Company has been practicing the principles of good Corporate
Governance over the years, and it is a continuous and ongoing process. A detailed Report
on Corporate Governance practices followed by our Company in terms of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, together with a Certificate
from the AVS & Associates, Practicing Company Secretaries, are provided separately in
this Annual Report. 
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT 
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization
are required to furnish Business Responsibility and Sustainability Report (BRSR). However,
as the Company does not fall under the list of top 1000 Companies basis Market
Capitalization, the requirement of furnishing BRSR is not applicable upon the Company for
the Financial Year 2024-25. 
POLICIES ADOPTED BY THE COMPANY: 
a) VIGIL MECHANISM/WHISTLE BLOWER POLICY 
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism of reporting illegal or unethical behavior. The Company
has a Vigil Mechanism/Whistle Blower Policy wherein the employees are free to report
violations of laws, rules, regulations or unethical conduct to their immediate supervisor
or such other person as may be notified by the Management to the work groups. The
confidentiality of those reporting the violations is maintained and they are not subjected
to any discriminatory practice. The Whistle Blower Policy of the Company is also posted on
the website of the Company at http://www. balajitelefilms.com/whistle-blower-policy.php. 
During the year under review, the Policy was last amended on May 30,
2024. 
b) CORPORATE SOCIAL RESPONSIBILITY POLICY AND INITIATIVES 
The Corporate Social Responsibility Committee has been entrusted with
the responsibility of formulating and recommending to the Board a Corporate Social
Responsibility (CSR) Policy indicating the activities to be undertaken by the Company,
monitoring the implementation of the framework of the CSR Policy and recommending the
amount to be spent on CSR activities. The CSR Policy of the Company is also posted on the
website of the Company which may be accessed at http://www.balaiitelefilms.com/
corporate-social-responsibility.php. 
The Annual Report on CSR activities is annexed here with as Annexure
III to the Board 's
Report.
c) NOMINATION & REMUNERATION POLICY 
The Nomination and Remuneration Committee has framed a policy which
inter-alia provides the matters to be dealt with and considered by the Nomination and
Remuneration Committee, procedure for succession 
of Directors and Key Managerial Personnel, selection and appointment of
Directors including determining qualifications and independence of a Director, Key
Managerial Personnel, Senior Management Personnel and their remuneration etc. as part of
its charter, and other matters provided under Section 178(3) of the Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy
may be accessed at our website at https://www.balaiitelefilms.com/pdf/
NRC%20Policv%20last%20amended%20Julv%20 03.%202025.pdf. 
The Policy was last amended on July 03, 2025 by the Board to align with
extant applicable regulations, including alignment with the revised definition of Senior
Management, to make it consistent with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. 
d) POLICY ON MATERIAL SUBSIDIARIES 
The Company 's Policy on material subsidiaries is available on the Company's website and can be accessed at the
link: http://www.balajitelefilms.com/ pdf/Policy%20for%20determining%20Material%20
Subsidiary 24052019.pdf
e) RISK MANAGEMENT POLICY 
Pursuant to Regulation 17(9) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company has adopted a Risk Management
Policy, which inter-alia provides for the identification of risk, if any, to the Company's
operations and growth. The said Policy is reviewed by the Risk Management Committee from
time- to-time, in accordance with the requirements of aforesaid Regulation. The Board of
Directors does not foresee any immediate risk of this nature. 
The details of the Risk Management Policy of the Company are available
on the website of the Company at http://www.balajitelefilms.com/pdf/
RISK%20MANAGEMENT%20POLICY.pdf. 
f) RELATED PARTY TRANSACTIONS POLICY 
In line with the requirements of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has
formulated a Policy on Related Party Transactions which is also available on the Company 's website at http://www.balajitelefilms.com/pdf/RPT%20Policy%20
last%20updated%20November%2014.%202024.pdf
During the year under review the Policy was last amended on November
14, 2024 to make it consistent with the recent amendments in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. 
The Policy intends to ensure that proper reporting, approval and
disclosure processes are in place for all transactions between the Company and Related
Parties. 
g) PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE 
Your Company is an equal employment opportunity employer and is
committed to provide a safe and conducive work environment that enables women employees to
work without fear of prejudice, gender bias and sexual harassment. The Company always
believes in transparency, honesty, equality, antiracism and fairness to all stakeholders
including women employees of the Company. They have right to be treated with dignity and
as per the Company 's
framework. Harassment of any kind including sexual harassment is forbidden. The Company
has 'Zero Tolerance'
approach towards any act of sexual harassment.
The Company has in place a Prevention of Sexual Harassment at Workplace
Policy in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee and
Apex Committee have been set up to redress complaints received regarding sexual
harassment. All employees are covered under this policy. During the Financial Year ended
March 31, 2025, no complaint pertaining to sexual harassment was received by the Company. 
The relevant details as required to be furnished under the Companies
(Accounts) Second Amendment Rules, 2025 are as follows: 
  
    Number
    of complaints of sexual harassment received in the year;  | 
    Nil  | 
   
  
    Number
    of complaints disposed of  | 
    Nil  | 
   
  
    during
    the year; and  | 
     | 
   
  
    Number
    of cases pending for more  | 
    Nil  | 
   
  
    than
    ninety days  | 
     | 
   
 
h) DIVIDEND DISTRIBUTION POLICY 
The Dividend Distribution Policy adopted by the Company is available at
https://www.balajitelefilms. com/pdf/Dividend%20Distribution%20Policy.pdf 
i) POLICY ON DETERMINATION OF MATERIALITY OF EVENTS 
In line with the requirements of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has formulated a Policy for
determination of materiality of event, which is available on the Company 's website at https://www.balaiitelefilms.com/pdf/Materiality%20
Policy%20last%20amended%20July%2003.%20 2025.pdf
The Policy was last amended on July 03, 2025 to make it consistent with
recent amendments in applicable laws. 
j) POLICY ON PREVENTION OF INSIDER TRADING 
In accordance with SEBI (Prohibition of Insider Trading) Regulations,
2015, your Company has in place following policies/ codes which are revised from
time-to-time according to applicable laws or as per need: 
 Code of Internal Procedures and Conduct for Regulating,
Monitoring and Reporting of Trading by Designated Persons 
 Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information 
 Policy and Procedure for Dealing with Leak or Suspected Leak of
Unpublished Price Sensitive Information (UPSI) 
These may be accessed at https://
www.balajitelefilms.com/code-conduct- insider-trading.php 
In addition to the aforesaid policies, few other policies as required
by the Companies Act, 2013 or rules made thereunder, and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 have been adopted by the Company. 
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT 
The Members are requested to note that considering the various benefits
and with a view to streamline operations under the Holding Company 's umbrella, aiming to bolster overall business efficiency by
eliminating redundancies
and leveraging synergies, the Board of Directors at their meeting held
on May 30, 2024 approved the Composite Scheme of Arrangement between ALT Digital Media
Entertainment Limited ('First Transferor Company '), Marinating Films Private Limited ('Second Transferor Company'), Wholly owned Subsidiaries of the
Company, Balaji Telefilms Limited ('Transferee Company'), and their respective shareholders subject to such statutory/
regulatory approvals, as may be required. Further, after the closure of Financial Year
2024-25, a meeting of the equity shareholders of the Company was held on April 25, 2025,
pursuant to the directions contained in the Order dated March 12, 2025 passed by Hon'ble National Company Law Tribunal (Hon'ble NCLT), wherein the said Scheme of
Arrangement was duly approved by the equity shareholders with requisite majority.
Thereafter, the Hon 'ble National Company Law Tribunal, Mumbai Bench ('NCLT') vide its Order dated June 10, 2025
('Order') approved the
Composite Scheme of Arrangement. The Appointed Date for the Scheme is April 01, 2024. The
Company filed the certified copy of Order of NCLT with the Registrar of Companies, Mumbai,
Maharashtra ("ROC) in
Form INC-28 on June 20, 2025. Consequent upon the Scheme becoming effective, Alt Digital
Media Entertainment Limited and Marinating Films Private Limited, the Transferor Companies
and wholly- owned subsidiaries of the Company, stands dissolved and ceased to be the
wholly-owned subsidiaries of the Company effective June 20, 2025.
Other than above, there were no material changes and commitments
affecting the financial position of the Company which occurred between the end of the
Financial Year to which this financial statement relates on the date of this Report. 
OTHER DISCLOSURES 
i) EXTRA ORDINARY GENERAL MEETING 
During the year under review, an Extra Ordinary General Meeting (EGM)
of the Members of the Company was held on January 11, 2025, to consider and approve
issuance 1,78,59,776 equity shares on a Preferential Basis to Promoter & Other
Entities/ Individuals belonging to the Non-Promoter Category. 
Pursuant to the Special Resolution(s) passed by the Members of the
Company at the Extra-Ordinary General Meeting held on January 11,2025, the Board of
Directors the Company approved the allotment of 1,78,59,776 (One Crore Seventy-Eight Lac
Fifty Nine Thousand Seven Hundred and Seventy Six) Equity Shares of the Company of face
value of H 2/- (Rupees Two) each ("Equity Shares ), on preferential basis
to promoter & other entities/individuals belonging to non-promoter
category at a price of H 73.17/- per equity share. 
The new equity shares so allotted, shall rank pari passu with the
existing equity shares of the Company. 
ii) REPORTING OF FRAUDS BY AUDITORS 
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditors have reported to the Board or Audit Committee, as required under
Section 134(3)(ca) and 143(12) of the Companies Act, 2013, any instances of frauds
committed against the Company by its officers or employees, the details of which would
need to be mentioned in this Report. 
iii) SECRETARIAL STANDARDS 
The Company complies with all the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India (ICSI). 
iv) DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL/ SENIOR MANAGEMENT PERSONNEL AND PARTICULARS OF EMPLOYEES 
Your Company believes that a diverse Board will be able to leverage
different skills, qualifications, professional experiences, perspectives and backgrounds;
which is necessary for achieving sustainable and balanced development. The Nomination and
Remuneration Committee is entrusted with the power to identify and recommend the
appointment and remuneration of Key Managerial Personnel (KMPs), Senior Management
Personnel (SMPs), Executive Directors and Non-Executive Directors, including Independent
Directors. 
The requisite details containing the names and other particulars of
employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013,
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is appended as Annexure IV to the Board 's Report.
Further, the details of remuneration of employees in terms of the
provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are provided in a separate annexure and
forms part of this Report. Pursuant to the provision of Section 136 of the Companies Act,
2013, this Report is being sent to the shareholders of the Company excluding the statement
of particulars of employees. The said information is available for inspection at the 
registered office of the Company. Any member interested in obtaining a
copy of the said statement may write to the Company Secretary & Compliance Officer at
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) 
FORM AOC-1 for the Financial Year ended March 31, 2025 
Statement containing salient features of the financial statements of
Subsidiaries/Associate Companies/Joint Ventures 
[Pursuant to first proviso of Sub-Section (3) of Section 129 of the
Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014] 
  
    s. No Name
    of the Subsidiary  | 
    Date of
    acquisition  | 
    Exchange Rate  | 
    Share Capital  | 
    Reserves &
    Surplus  | 
    Total Assets  | 
    Total . . .
    Liabilities '"vestments  | 
    Profit _
    & Loss Turnover . - before tax  | 
    Provision for
    tax (including deferred tax)  | 
    Profit &
    Loss after tax  | 
    % of Shareholding
    held by the Company  | 
   
  
    1. Balaji Motion
    Pictures Limited  | 
    N.A.  | 
    N.A.  | 
    200.00  | 
    (627.73)  | 
    54.99  | 
    482.72  | 
    531.00 (70.05)  | 
    -  | 
    (70.05)  | 
    100  | 
   
  
    2. Ding Infinity
    Private Limited  | 
    May 25, 2021  | 
    N.A.  | 
    22.22  | 
    (539.28)  | 
    767.49  | 
    1284.55  | 
    - (556.72)  | 
     | 
    (556.72)  | 
    55  | 
   
 
Note: Pursuant to Scheme of Arrangement approved by Hon'ble
NCLT, Alt Digital Media Entertainment Limited (ALT) and Marinating Films Private Limited
(MFPL) ceased to be wholly owned subsidiaries of Company effective June 20, 2025. The
Appointed date for the said Scheme is April 01, 2024, hence the details of ALT and MFPL
are not forming part of the above table. 
For and on behalf of the Board of Directors 
Place: Mumbai Date: July 03, 2025 
Jeetendra Kapoor 
Chairman 
(DIN:00005345) 
   
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