Filmcity Media Ltd Directors Report

To,

The Members,

FILMCITY MEDIA LIMITED

Your directors have pleasure in presenting the 31st Annual Report of Filmcity Media Limited ("your Company/ the Company") together with the Audited financial statements of the year ended March 31, 2025.

FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

In compliance with the applicable provisions of the Companies Act, 2013, ("the Act"), the Securities and Exchange Board of India ("SEBI") (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review.

The highlights of Financial Results on Standalone basis for the Financial Year ended on March 31, 2025 are as follows:

PARTICULARS	Year ended 31.03.2025	Year ended 31.03.2024
Total Revenue from Operations	124.80	201.03
Other Income	0.30	0.59
Total Income	125.10	201.62
Depreciation and Amortization Expense	0.15	0.18
Total Expenses	140.37	192.47
Profit (Loss) Before Tax	(15.27)	9.15
Tax Expenses/Deferred Tax	?	0.03
Net Profit/(Loss) After Taxation	(15.27)	9.12

Note: The above figures are extracted from the Standalone Annual financial statements of the Company as per Indian Accounting Standards (Ind AS).

OPERATIONS REVIEW- STANDALONE

Your Company has earned Income from Operation and Profit before Tax aggregated to Rs. 125.10 Lakhs and (15.27) Lacs during the current year, respectively as compared income from operation is 201.62 Lacs and Profit/(Loss) before tax 9.15 Lacs during the previous year.

ACCOUNTING METHOD

Company were required to comply with the Indian Accounting Standards (IND-AS) for the preparation of the Financial Statements. Accordingly, the annual financial statements for the year ended March 31, 2025 are prepared as per IND-AS.

STATE OF COMPANYS AFFAIRS

The Company is engaged in the business of Film production, Distribution and Exhibition. Detailed information on the operation of the Company and details on the state affairs of the Company are covered in the Management Discussion and Analysis Report attached to this Annual Report.

CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of company

TRANSFER TO RESERVES

In view of current year loss your Directors regret their inability to carry any amount as reserves for the financial year.

DIVIDEND

The Board of Directors of the Company has not recommended any dividend on the equity shares of the Company for the financial year 2024-2025.

SHARE CAPITAL

As on March 31, 2025, the Authorized Share Capital of the Company was Rs. 30,00,00,000. The paid-up equity share capital of the Company as on March 31,2025 was 3,05,70,969/- comprising of 3,05,70,969 Equity shares of Face Value of 1/- each. During the year under review, there were no changes in capital structure of the Company.

Your Company has not issued any equity shares with differential rights as to dividends, voting or otherwise, or any convertible securities, warrants or Sweat Equity shares. Your Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

LISTING OF SHARES AND LISTING FEES

The equity shares of the Company are listed on BSE Limited vide Scrip Code 531486. Your Company has paid the Annual Listing Fee up to date and there are no arrears. Further the listing/trading suspension of equity shares of your Company were revoked by BSE Limited w.e.f July 18, 2024. The BSE have nation-wide trading terminals and therefore provide full liquidity to the investors.

DEPOSITS

Your Company has not accepted or invited any Deposits from the public and consequently no Deposits have matured/become due for re-payment as on 31st March, 2025.

RISK MANAGEMENT FRAMEWORK

The Company has a robust internal business management framework to identify, evaluate business risks and opportunities which seeks to minimize adverse impact on the business objectives and enhance the Companys business prospects. Risk Management is an Integral part of the Companys business strategy

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Board has pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, framed "Vigil Mechanism (Whistle Blower) Policy" ("the Policy") to deal with instances of fraud and mismanagement, if any. This Policy has been formulated to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns from time to time. The said policy is placed on the website of the Company and may be accessed at a link https://filmcitvm.com/wp-content/uploads/2025/08/policv-vigil-film.pdf

POLICIES

The Company has adopted the various policies in compliance with the provisions of SEBI (LODR) Regulations, 2015:

1. Policy for Determination of Materiality of Disclosures.

2. Policy on Materiality of Related Party Transactions.

3. Adoption of policy on preservation of documents.

4. Adoption of archival policy.

5. Policy on determine materiality of event

6. Risk Management Policy

The details of the Policy are available on the website of the Company at www.filmcitym.com

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to the provisions of section 124 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), (including any statutory modification(s)/reenactment(s)/ amendments(s) thereof for the time being in force), the dividend which remains unclaimed/unpaid for a period of seven consecutive years from the date of transfer to the unpaid dividend account of the Company, is required to be transferred to the Investor Education and Protection Fund (IEPF) established by the Central Government. As per the IEPF Rules, the corresponding shares in respect of which dividend has not been paid or claimed by the members for seven (7) consecutive years or more shall also be transferred to the dematerialized account created by the IEPF authority within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares. Shares which are transferred to the Demat Account of IEPF authority can be claimed back by the shareholder from IEPF authority by following the procedure prescribed under the aforesaid rules. Therefore, it is in the interest of shareholders to regularly claim the dividends declared by the Company.

Members/ claimants whose shares, unclaimed dividends, have been transferred to the IEPF Demat account / the fund, as the case may be, may claim the shares or apply for refund by making an application to IEPF Authority in form IEPF-5 (available on www.iepf.gov.in).

The shareholders are encouraged to verify their records and claim their dividends of the preceding seven years, if not claimed.

DEMATERILISATION OF SHARES

Your Company has connectivity with NSDL & CDSL for dematerlisation of its equity shares. The ISIN no. INE600B01033 has been allotted for the company. Therefore, the member and/or investors may keep their shareholding in the electronic mode with their Depository Participates

BOARD OF DIRECTORS

The Composition of Board of Directors of the Company is in accordance with the Companies Act, 2013 and Regulation 17 of the SEBI LODR, 2015. Our Company has an appropriate combination of Executive, NonExecutive and Independent Directors including an Independent Woman Director to maintain independence and efficiency of the Board in its functions of governance and management.

Our Companys directors are highly experienced professionals in their respective functional areas and provide directions to the management on operational issues, adoption of systems and best practices in management and oversight of compliance of various legal and other requirements. The members of our Board are from diverse backgrounds with exceptional skills and experience in critical areas like Stock Market, finance, entrepreneurship and general management. The Board reviews its strength and composition from time to time to ensure that it remains aligned with the statutory as well as business requirements

The Company believes that an active and well-informed Board is necessary to ensure highest standards of corporate governance. All statutory and other significant and material information are placed before the Board to enable it to discharge its fiduciary duties keeping in mind the interests of all its stakeholders and the Companys corporate governance philosophy.

The Board of Directors complies with the provisions of SEBI LODR, 2015 and Companies Act, 2013 in regard to the meetings of the Board and Committees thereof. The Management and Board of the Company continuously and actively supervise the arena of Corporate Strategy, planning, external contracts and other board matters on continual basis. The Senior Management Personnel heading separate divisions are responsible for day to day operations of their respective divisions.

Board Composition

The Board of Directors (Board) has an optimum combination of Executive and Non-Executive Directors, representing a blend of professionalism, knowledge and experience. The size and composition of the Board meet the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). As on March 31, 2025, the Board comprises of 5 Directors out of which 1 is Managing Director, 2 are Executive Director, 2 are Non-Executive Independent Directors. All Directors are competent and experienced personalities in their respective fields.

Independent Directors

Your Company has appointed following 2 (Two) Independent Directors including 1 (one) Women Director.

Ms. Priyanka Singh (DIN: 08752330)

Mr. Nitesh Singh (DIN: 08751700)

The Board further confirms that the Independent Directors also meet the criteria of expertise, experience and integrityin terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

Declaration by Independent Directors

All the Independent Directors of the Company have given declarations that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge duties with an objective independent judgment and without any external influence. The said declarations were taken on record by the Board after assessing due veracity of the same. In the opinion of the Board, all Independent Directors are independent of the management.

The Independent Directors neither have any pecuniary relationship or transactions with the company, nor with the promoters, and management, which may affect independence or judgment of the directors in any manner. The Independent Directors have confirmed that they have registered their names in the databank maintained with the Indian Institute of Corporate Affairs (IICA). The Board periodically evaluates the need for change in its composition.

Pursuant to Rule 6 of Companies (Appointment and qualification of Directors) Rules, 2014 as amended w.e.f. December 01, 2019, all Independent Directors of the Company have registered themselves in the Independent Directors databank maintained with the Indian Institute of Corporate Affairs (IICA). In the opinion of the Board of Directors of the Company, all Independent Directors possess high integrity, expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

Pursuant to Section 164(2) of the Act, all the Directors have also provided annual declarations that they have not been disqualified to act as Directors. The number of Directorship(s), Committee Membership(s) / Chairmanship(s) of all Directors is within respective limits prescribed under the Act and SEBI LODR, 2015 as amended from time to time.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Your Company has in place Familiarization Programme for the Independent Directors to familiarize them about the Company and their role, rights and responsibilities in the Company. At the time of appointment of a Director (including Independent Director), a formal letter of appointment is given to them, which inter alia explains the role, function, duties and responsibilities expected from them as Directors of the Company. The draft letter of appointment containing terms and conditions of their appointment is available on the website of the Company www.filmcitym.com. The Director is also explained the compliances required from him/her under the Companies Act, 2013, Listing Regulations and other applicable laws. The Chairman also does one to one discussion with the newly appointed Directors to familiarize them with the Companys operations. On the request of the individual director, site visits to plant locations are also organized by the company for the directors to enable them to understand the operations of the Company. Further, on an ongoing basis as a part of Agenda of Board meetings, discussions are made on various matters inter alia covering the Companys business and operations, Industry and regulatory updates etc. The Familiarization Programme and details of Familiarization Programme imparted during 2024-25 are uploaded on the website of the Company www.filmcitym.com.

Key Managerial Personnel

In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:

Mr. Surendra Ramkishore Gupta, Managing Director, Mr. Mohit Jain, Executive Director cum CFO, Mrs. Kirti Vishnu Tiwari, Executive Director cum CEO and Mrs. Raksha Kumari, Company Secretary of the Company.

Board Meetings

The Board meets at regular intervals to discuss and decide on the Companys business policy and strategy apart from other Board business. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. if the need arises, the Boards or Committees approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, in accordance with the applicable law.

The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision

Number of Board Meetings

During the Financial year 2024-25, Four (4) Board Meetings were held on May 14, 2024; August 14, 2024; November 14, 2024 and February 13, 2025. The provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations, 2015, were adhered to while considering the time gap between two consecutive meetings

Board Evaluation

The Board of Directors carried out an annual evaluation of its own performance, Board Committees, and Individual Directors in accordance with the Act, Listing Regulations, and Governance Guidelines. The Nomination and Remuneration Committee led an internal evaluation process to assess the performance of the Board, its committees, and individual directors

The performance of Individual Directors was reviewed by the Board and the NRC, with criteria such as preparedness, constructive contributions, and input in meetings. Non Independent Directors, the Board as a whole, and the Chairman of the Company were evaluated at a separate meeting of Independent Directors. The evaluation results were discussed at the Board meeting, where an action plan was agreed upon.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations And Disclosure Requirements) Regulations 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committee.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race, and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Board Diversity Policy, as a part of NRC Policy which sets out the approach to the diversity of the Board of Directors. The said Policy is hosted on the website of the Company at www.filmcitym.com.

Promoter Re-classification

The Company had recieved reclassification request from the below mentioned persons and further submitted an application on August 26, 2024, for reclassification of Promoters from the “Promoter and Promoter Group” category to the “Public” category. After completing all necessary compliances, the Company received the approval letter No. LIST/COMP/HV/136/2025-26 dated May 06, 2025, from BSE Limited (“BSE”) for the reclassification of the following person(s) from the “Promoter and Promoter Group” category to the “Public” category.

Sr. No.	Name of shareholders	Category	No. of shares	Shareholding (%)
1.	Ruchika Surendra Gupta	Promoter	275	0.00
2.	Renu Surendra Gupta	Promoter	0	0.00

Re-appointment of Directors retiring by rotation

Pursuant to the provision of Section 152 of the Companies Act, 2013, ("Act") and articles of association of the Company, Mr. Mohit Jain (DIN: 09684465) Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offer himself for re-appointment. The Board recommended his re-appointment for consideration at the ensuing AGM. The disclosures required regarding appointment / reappointment of Mr. Mohit Jain (DIN: 09684465) pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

Pecuniary relationship or transactions with the Company

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees, commission, and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/ Committee(s) of the Company.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, POSITIVE ATTRIBUTES, INDEPENDENCE OF DIRECTOR

The Company believes that building a diverse and inclusive culture is integral to its success. A diverse Board, among others, will enhance the quality of decisions by utilizing different skills, qualifications, professional experience, and knowledge of the Board members necessary for achieving sustainable and balanced development. Accordingly, the Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations during the financial year under review.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of directors and other matters as provided under subsection (3) of Section 178 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy also lays down broad guidelines for evaluation of performance of Board as a whole, Committees of the Board, individual Directors including the chairperson and the Independent Directors. The Policy encourages the appointment of women at senior executive levels and thereby promoting diversity. The Policy is designed to attract, recruit, retain and motivate best available talent

There was no change carried in such policy during the year under review, the web link of the Remuneration Policy is https://filmcitvm.com/wp-content/uploads/2024/03/NRC-Policv.pdf

The salient features of the policy are as under:

1. Criteria for appointment:

i. NRC shall identify, ascertain and consider the integrity, qualification, expertise and experience of the person for the appointment as a Director of the Company and recommend to the Board his / her appointment. The Directors shall uphold ethical standards of integrity and probity and shall exercise their duties and responsibilities in the interest of the Company.

ii. A person proposed to be appointed as Director should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. They shall possess appropriate core skills/ expertise/ competencies/ knowledge in one or more fields of finance, law, management, and marketing and administration, in the context of business and/or the sector in which the company operates. The NRC has the discretion to decide whether qualifications, expertise and experience possessed by a person are sufficient/ satisfactory for the concerned position.

iii. The Company shall comply with the provisions of the Act and Listing Regulations and any other laws if applicable for appointment of Director of the Company. The Company shall ensure that provisions relating to limit of maximum directorships, age, term etc. are complied with.

2. Remuneration of the Whole Time /Executive Director(s) / Managing Director:

a. The remuneration including commission payable to the Whole Time /Executive Director(s) / Managing Director shall be determined and recommended by the NRC to the Board for approval.

b. While determining the remuneration of the Executive Directors, following factors shall be considered by the NRC/ Board:

Role played by the individual in managing the Company including responding to the challenges faced by the Company.

Individual performance and company performance so that remuneration meets appropriate performance benchmarks.

Reflective of size of the Company, complexity of the sector/ industry/companys operations and the Companys financial position.

3. Remuneration to Non- Executive / Independent Directors:

Sitting Fees: Independent Directors are entitled for sitting fees for attending meetings of the Board or Committee of the Board or for any other purposes as may be decided by the Board, of such sum as may be approved by the Board of Directors of the Company within the overall limits prescribed under the Act and the rules made there under, Listing regulations or other applicable law.

COMMITTEES OF THE BOARD

As required under the Act and the Listing Regulations, the Company has constituted the following statutory committees:

a. Audit Committee

b. Nomination and Remuneration Committee

c. Stakeholders Relationship Committee

AUDIT COMMITTEE

The Audit Committee is duly constituted by the Board of Directors of the Company in accordance with the requirements of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Audit Committee as on March 31,2025, comprises of the following directors:

Ms. Priyanka Singh, Chairperson Mr. Nitesh Singh, Member Ms. Kirti Vishnu Tiwari, Member

During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of Directors is duly constituted by the Board of Directors of the Company in accordance with the requirements of Section 178 of the Companies Act, 2013 & Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Committee as on March 31, 2025, comprises of the following directors:

Mr. Nitesh Singh, Chairperson Ms. Priyanka Singh, Member Mr. Mohit Jain, Member

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Committee looks into redressal of Shareholders/Investors complaints related to transfer of shares, nonreceipt of balance sheet, non-receipt of declared dividends, among others.

The Committee has such term of reference, role, responsibility and powers as specified in Section 178 of the Companies Act, 2013 and in the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015, as amended from time to time.

Composition of Stakeholders Relationship committee meets the criteria laid down in Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.

Ms. Priyanka Singh, Chairperson Mr. Nitesh Singh, Garg, Member Mr. Surender R Gupta, Member

ANNUAL EVALUATION OF BOARD PERFORMANCE AND ITS COMMITTEE AND INDIVIDUAL DIRECTORS

Criteria of performance evaluation of the Board Committees and Directors are laid down by Nomination and Remuneration Committee (NRC) of the Company. Further, pursuant to the provisions of Section 178(2) of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017, NRC decided to continue the existing method of performance evaluation through circulation of performance evaluation sheets based on SEBI Guidance Note dated 5th January, 2017 and that only Board should carry out performance evaluation of the Board, its Committees and Individual Directors.

The performance evaluation sheets based on aforesaid SEBI Guidance Note, containing the parameters of performance evaluation along with rating scale was circulated to all the Directors. The Directors rated the performance against each criteria. Thereafter, consolidated score was arrived. Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out performance evaluation of its own, evaluation of working of the Committees and performance evaluation of all Directors in the said manner. The performance of the Board, committees and individual directors was found satisfactory.

Meeting of the Independent Directors of the Company was held on February 13, 2025 in which Independent Directors inter-alia reviewed performance of Non-Executive Independent Chairman and other Non-Independent Directors and the Board as a whole through performance evaluation sheets.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the year under review, the Company has not provided any loans, given any guarantee to any Body Corporate under Section 186 of the Companies Act, 2013. Further, the Company has not made an investments under the said section of the companies act, 2013.

PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations, 2018 (the PIT Regulations), as amended from time to time, The Board of Directors has adopted the code of "Code Of Practices & Procedures For Fair Disclosure Of Unpublished Price Sensitive Information" under Regulation 8(1) of the PIT Regulations. Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

The above said code have been uploaded on the website of the company and also in accordance with the PIT Regulations. Your Company has a comprehensive Code of Conduct for regulating, monitoring and reporting of trading by Insiders. The said Code lays down guidelines, which advise Insiders on the procedures to be followed and disclosures to be made in dealing with the shares of the Company and cautions them on consequences of non-compliances.

RELATED PARTY TRANSACTIONS

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and the Board is hosted on the Companys website and can be assessed at www.filmcitym.com.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2025 (including any material modification thereof), were in the ordinary course of business and on an arms length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were reported to the Audit Committee. Prior approval of the Audit Committee was obtained for the transactions which were planned and/or repetitive in nature and omnibus approval were taken as per the policy laid down for unforeseen transactions.

The Company has put in place a Policy for Related Party Transactions ("RPT Policy"), amended from time to time. The Policy provides for identification of Related Party Transactions ("RPTs"), necessary approvals by the Audit Committee/ Board/Members, reporting and disclosure requirements in compliance with the Act and provisions of the Listing Regulations

Your Company has adopted a policy on Related Party Transactions and it has been uploaded on the Companys website at www.filmcitym.com.

HOLDING/SUBSIDIARY/ASSOCIATE/JOINT VENTURE

The Company is not having any subsidiary or associate or joint venture, it is not required to consolidate the financial statements in terms of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. the Company has framed a policy for determining material subsidiaries, which can be https://filmcitvm.com/wp-content/uploads/2024/Q3/POLICY-ON-MATERIAL-SUBSIDIARIES.pdf

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3) (c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state and confirm that:

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

such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31,2025, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the Profit of the Company for the year ended on that date;

proper and sufficient care has 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;

the annual financial statements for the year ended March 31, 2025, have been prepared on a going concern basis;

internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and operating effectively.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The Provision of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the constitution of ICC (Internal Complains Committee) is mandatory to the Company as the company has More than 10 (ten) employees.

During the year under review, your Company has not received any complaint pertaining to sexual harassment and no complaint was pending as on March 31, 2025.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Percentage increase in remuneration, ratio of remuneration of each director and key Managerial Personnel (KMP) as required under Section 197(12) of the Companies Act , 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of Annexure-II to this Board report

CODE OF CONDUCT TO REGULATE, MONITOR AND REPORT TRADING BY INSIDERS

In terms of SEBI (Prohibitions of Insider Trading) Regulations, 2015, as amended from time to time, the Company has adopted a Code of Conduct for Prevention of Insider Trading (Insider Code) as approved by the Companys Board. A copy of the code has been upload on the Companys website at www.filmcitym.com Any Insiders (as defined in Insider Code) including designated employees & persons and their relatives are, inter- alia, prohibited from trading in the shares and securities of the Company or counsel any person during any period when the "unpublished price sensitive information" are available with them. The Insider Code also requires pre-clearance for dealing in the Companys shares and prohibits dealing in Companys shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed.

CORPORATE GOVERNANCE REPORT

As per the Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, issued by the Securities Exchange Board of India and as per the Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply, in respect of the listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year. Therefore, the Company is not falling under aforesaid applicability criteria, prescribed in SEBI Circular as mentioned aforesaid, and does not require to prepare and attach the report on Corporate Governance with this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Your Company is not Mandatory required to submit Business Responsibility Report for the year ended March 31,2025 as stipulated under Regulation 34 of the SEBI Listing Regulations, Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within stipulated time from the date on which the provisions become applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in the separate section forming part of this Annual Report.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

There are no instances of one time settlement during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not implemented any Corporate Social Responsibility initiative as the provisions of Section 135 of the Companies Act, 2013 and rules made thereunder are not applicable to the Company and consequently, the reporting requirements thereunder do not at present apply to your company.

DEMATERIALIZATION OF SHARES

Trading in the Equity Shares of the Company is only permitted in the dematerialized form as per the Securities and Exchange Board of India (SEBI) circular dated May 29, 2000. The Company has established connectivity with both the Depositories viz. National Security Depository Ltd. (NSDL) as well as Central Depository Services (India) Ltd. (CDSL) to facilitate the demat trading. As on 31st March, 2025, 97.63% of the Companys Share Capital is in dematerialized form.

The ISIN allotted to the equity shares of the Company is INE600B01033.

AUDITORS

Statutory Auditors and Auditors Report

In accordance with the provisions of Section 139 of the Act, based on the recommendation of the Audit Committee of the Company, the Board of Directors on January 30, 2023, Re-appointed of M/s Bhatter & Associates Chartered Accountants (Firm Registration No.131411W), as the Statutory Auditor of the Company for a period of 5 (Five) years, to audit the financial statement so the Company for the financial year from 2022-23 to 202627, by the members of the Company at their Annual General Meeting held on March 18, 2023

The Statutory Auditors M/s. Bhatter & Associates, Chartered Accountants have issued their reports on Financial Statements for the year ended March 31, 2025 and there are no adverse remarks or qualifications in the said report.

Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act, read with rules thereunder, the Board at its meeting held on November 14, 2024 had appointed M/s. M/s A.K.Choudhary & Associates, Practicing Company Secretaries (Membership No.: F12691& Peer review Certificate No.: 3869/2023) to conduct Secretarial Audit of the Company for the year ended March 31, 2025. The Secretarial Audit Report issued by them in Form No. MR-3 is provided as an "Annexure-I" to this Report.

Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions if any of the Companies Act, 2013, the Board of Directors based on the recommendation of the Audit Committee has re-appointed M/s. Lakhpat M. Trivedia, Chartered Accountants (Membership No.: 109047), a reputed firm of Chartered Accountants as Internal Auditors of the Company for a period of Five years commencing from April 01, 2022 to March 31, 2027. The Internal Auditors, M/s Lakhpat M. Trivedia, Chartered Accountants, Delhi have conducted internal audits periodically and submitted their reports to the Audit Committee. Their Reports have been reviewed by the Audit Committee from time to time

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances.

The internal control system includes a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance, a well-structured budgeting process and Internal Audit. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

ANNUAL RETURN

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the Annual Return as at March 31, 2025 on its website at www.filmcitym.com and web-links thereto are given below:

Draft Annual Return for FY 2024-25: https://filmcitvm.com/wp-content/uploads/2025/08/Final-Draft-MGT-7-2024-25.pdf Annual Return for FY 2023-24: https://filmcitym.com/wp-content/uploads/2024/08/Draft-Form MGT 7.pdf

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

(A) CONSERVATION OF ENERGY

Wherever possible, energy conservation measures have been implemented. However, efforts to conserve and optimize the use of energy through improved operational methods and other means are being undertaken on an on-going basis

(B) TECHNOLOGY ABSORPTION

Not applicable since the Company is not in its operational face during the year under review.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

(a) Foreign Exchange Earnings: Nil

(b) Foreign Exchange Out go: Nil

STATUTORY DISCLOSURES

The Company has made disclosures in this Report for the items prescribed in section 134(3) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 to the extent the transactions took place on those items during the financial year under review. Further, no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the Financial Year under review:

a) Public Deposits (Deposit from the public falling within the ambit of section 73 of the Act and the Rules made thereof):

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

b) Issue of equity shares with differential rights as to dividend, voting or otherwise:

During the Financial Year under review, the Company has not issued shares with differential voting rights as to dividend, voting or otherwise.

c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme:

Your Company has not issued any shares including sweat equity shares to employees of the company under any scheme during the Financial Year under review.

d) Disclosure under section 67(3) of the Companies Act, 2013:

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. No disclosure is required under section 67(3)(c) of the Companies Act, 2013 read with Rule 16(4)of Companies (Share Capital and Debentures) Rules, 2014, in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable during the period under review.

e) Disclosure under the Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with rules made thereunder, your Company has constituted Internal Complaints Committee which is responsible for redressal of complaints related to sexual harassment. During the year under review, there were no complaints pertaining to sexual harassment.

Company has not received any complaint pertaining to sexual harassment and no complaint was pending as on March 31, 2025.

f) Significant and Material Orders Passed by the Regulators or Courts:

The Honble Bombay High Court approved and sanctioned a Scheme of Amalgamation on 02.05.2009 between Filmcity Communication Technologies Limited (Transferor Company) and Filmcity Media Limited (Transferee Company). Collector of Stamps, Mumbai (ENF-1) issued a Demand Notice dated 11.01.2010 for the payment of Rs. 15,82,000/- towards stamp duty, without providing a detailed working. The company filed an objection against this demand, which was duly acknowledged by the Collector of Stamps on 28.05.2010. Subsequently, another Demand Notice dated 13.02.2025 was received by FILMCITY MEDIA LIMITED, raising the same demand of Rs. 15,82,000/- along with a penalty of Rs. 60,11,600/-. The company has now challenged this demand and moved the Court at Pune.

g) There is no Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016:

There were no application against the Company that has been filed or is pending under the Insolvency and Bankruptcy Code, 2016, nor the Company has done any one time settlement with any Bank or Financial institutions.

ACKNOWLEDGEMENTS AND APPRECIATION

The Board also would like to thank our shareholders, vendors, service providers, bankers and all other stakeholders for their continued and consistent support to the Company during the year.

Finally, the Directors wish to express their gratitude to the members for their unwavering trust and support. Your Directors trust that you will consider the working results satisfactory.

	For and on behalf of the Board
	FILMCITY MEDIA LIMITED
	(Nitesh Singh)
	Chairman
Place : Mumbai	DIN:08751700
Date : 30-05-2025