Balaji Telefilms Ltd. — Proxy Solicitation & Information Statement 2025

Mar 24, 2025

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March 24, 2025

BSE Limited National Stock Exchange of India Ltd. Phiroze Jeejeebhoy Towers, “Exchange Plaza”, Dalal Street, Bandra-Kurla Complex, Bandra (East), Mumbai 400 001 Mumbai 400 051 Stock Code: 532382 Stock Code: BALAJITELE

Sub: Notice convening the meeting of the Equity Shareholders of Balaji Telefilms Limited (“the Company or Transferee Company”) pursuant to order dated March 12, 2025 of the National Company Law Tribunal, Mumbai Bench ("NCLT Order")

Ref: Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation s, 2015 (“SEBI Listing Regulations”)

Dear Sir/Madam,

In continuation to our letter dated March 18, 2025 and in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we wish to inform you that in compliance with the order of Hon’ble National Company Law Tribunal (‘NCLT’), Mumbai Bench, a meeting of Equity Shareholders of the Company is scheduled to be held on Friday, April 25, 2025, at 03:00 p.m. through Video Conference /Other Audio Visual Means (VC/OAVM) , to consider and approve Scheme of Arrangement between ALT Digital Media Entertainment Limited (First Transferor Company), Marinating Films Private Limited (Second Transferor Company) and Balaji Telefilms Limited (Transferee Company) and their respective shareholders under Sections 230-232 of the Companies Act, 2013 and other applicable provisions.

The Notice is being dispatched through electronic mail to those equity shareholders whose e-mail addresses are registered with the Company / Registrar and Transfer Agent / Depository Participant / Depositories as on Monday, March 17, 2025 and by registered post, air mail, courier, speed post, or hand delivery for those whose email addresses are not available with the Company, in accordance with the directions given in the NCLT Order.

The Notice along with explanatory statement and related annexures are also available on the website of the Company at www.balajitelefilms.com,on the website of Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com, respectively, and on the website of Registrar & Transfer Agent of the Company and e-voting agency i.e. KFin Technologies Limited at https://evoting.kfintech.com/public/downloads.aspx

The remote e-voting period will commence on Monday, April 21, 2025 (09.00 a.m. IST) and will end on Thursday, April 24, 2025 (5.00 p.m. IST). The remote e-voting module shall be disabled for voting thereafter. Such remote e-voting facility is in addition to voting system that will be made available during the Meeting. Members who have voted through remote e-voting shall be eligible to attend the Meeting, however, they shall not be eligible to vote at the meeting.

The Members whose names appear in the Register of Members / List of Beneficial Owners as on the cut-off date i.e. Friday, April 18, 2025 are entitled to vote on the Resolution set forth in this Notice. The voting right of the Members shall be in proportion to their shares of the paid-up equity share capital of the company as on the said cut-off date.

Kindly take the same on record.

Thanking You.

Yours faithfully,

For Balaji Telefilms Limited Tannu Digitally signed by Tannu Sharma Sharma Date: 2025.03.24 18:20:43 +05'30' Tannu Sharma Company Secretary and Compliance Officer Membership No – ACS30622

Encl.: As above

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NOTICE OF THE MEETING OF THE EQUITY SHAREHOLDERS OF BALAJI TELEFILMS LIMITED TO BE CONVENED PURSUANT TO THE ORDER DATED MARCH 12, 2025 PASSED BY THE HON9BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – I

MEETING	MEETING
Day		Friday
Date		April 25, 2025
Time		03:00 PM
Venue and Mode of Meeting		As per the directions of the Hon9ble National Company Law Tribunal, Mumbai Bench – I, the Meeting shall be conducted through Video Conferencing (8VC9) or Other Audio-Visual Means (8OAVM9)
REMOTE E-VOTING
Cut-off date for e-Voting		Friday, April 18, 2025
Remote e-Voting start date and time		Monday, April 21, 2025 at 09:00 AM
Remote e-Voting end date and time		Thursday, April 24, 2025 at 05:00 PM
			INDEX
Sr. No.		Particulars		Page No.
1.	Notice of the meeting of the Equity Shareholders of Balaji Telefilms Limited under the provisions of Sections 230 to 232 read with Section 52 and Section 66 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016(8CAA Rules9)convened by Mumbai Bench – I of Hon9ble National Company Law Tribunal			5 to 21
2.	Explanatory Statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 read with Rule 6 of the CAA Rules, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI Circulars (SEBI Master Circular No. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 dated June 20, 2023)			22 to 57

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3.	Annexure 1 Scheme of Arrangement between ALT Digital Media Entertainment Limited (8First Transferor Company9), Marinating Films Private Limited (8Second Transferor Company9) and Balaji Telefilms Limited (8Transferee Company9) and their respective shareholders (8Scheme9) under Sections 230 to 232 read with Section 52 and Section 66 of the Companies Act, 2013	58 to 105
4.	Annexure 2 Audited financial statements of the Transferee Company for the year ended March 31, 2024	106 to 175
5.	Annexure 3 Unaudited financial statements of the Transferee Company for the half year ended September 30, 2024	176 to 205
6.	Annexure 4 Audited financial statements of the First Transferor Company for the year ended March 31, 2024	206 to 254
7.	Annexure 5 Unaudited financial statements of the First Transferor Company for the half year ended September 30, 2024	255 to 273
8.	Annexure 6 Audited financial statements of the Second Transferor Company for the year ended March 31, 2024	274 to 308
9.	Annexure 7 Unaudited financial statements of the Second Transferor Company for the half year ended September 30, 2024	309 to 321
10.	Annexure 8 Report of the Board of Directors of the Transferee Company dated May 30, 2024 pursuant to Section 232(2)(c) of the Companies Act, 2013	322 to 327
11.	Annexure 9 Report of the Board of Directors of the First Transferor Company dated May 30, 2024 pursuant to Section 232(2)(c) of the Companies Act, 2013	328 to 333
12.	Annexure 10 Report of the Board of Directors of the Second Transferor Company dated May 30, 2024 pursuant to Section 232(2)(c) of the Companies Act, 2013	334 to 338
13.	Annexure 11 Information pertaining to the Unlisted Company viz., First Transferor Company, as per the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018.	339 to 361

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14.	Annexure 12 Information pertaining to the Unlisted Company viz., Second Transferor Company, as per the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018.	362 to 378
15.	Annexure 13 Copy of certificate issued by the Statutory Auditors of the First Transferor Company certifying the accounting treatment proposed in the Scheme	379 to 381
16.	Annexure 14 Copy of certificate issued by the Statutory Auditors of the Transferee Company certifying the accounting treatment proposed in the Scheme	382 to 387
17.	Annexure 15 Copy of unaudited post-merger balance sheet of the Transferee Company as on April 1, 2024	388 to 388
18.	Annexure 16 Copy of details of net-worth of First Transferor Company, Second Transferor Company and the Transferee Company pre and post arrangement certified by a practicing chartered accountant	389 to 394
19.	Annexure 17 Copy of share capital built-up of First Transferor Company and Second Transferor Company and the Transferee Company since incorporation certified by a practicing chartered accountant	395 to 400
20.	Annexure 18 Copy of shareholding pattern filed by First Transferor Company with ROC for financial year 2021-22	401 to 401
21.	Annexure 19 Copy of shareholding pattern filed by First Transferor Company with ROC for financial year 2022-23	402 to 402
22.	Annexure 20 Copy of shareholding pattern filed by First Transferor Company with ROC for financial year 2023-24	403 to 403
23.	Annexure 21 Copy of shareholding pattern filed by Second Transferor Company with ROC for financial year 2021-22	404 to 404
24.	Annexure 22 Copy of shareholding pattern filed by Second Transferor Company with ROC for financial year 2022-23	405 to 405
25.	Annexure 23 Copy of shareholding pattern filed by Second Transferor Company with ROC for financial year 2023-24	406 to 406

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26.	Annexure 24 Copy of details of losses of First Transferor Company and Second Transferor Company certified by a practicing chartered accountant	407 to 410
27.	Annexure 25 Detailed calculation of adjustments to be made in the books of Transferee Company post-merger in respect of losses of First Transferor Company and Second Transferor Company and pre and post effect on profits of Transferee Company due to losses being carry-forwarded to Transferee Company pursuant to merger	411 to 411
28.	Annexure 26 Copy of Observation letter dated January 03, 2025 issued by the National Stock Exchange of India Limited (8NSE9)	412 to 415
29.	Annexure 27 Copy of Observation letter dated January 02, 2025 issued by the BSE Limited (8BSE9)	416 to 419
30.	Annexure 28 Copy of Complaint Report submitted by the Company to NSE	420 to 421
31.	Annexure 29 Copy of Complaint report submitted by the Company to BSE	422 to 423
32.	Annexure 30 Details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors	424 to 428
33.	Annexure 31 Additional documents submitted with NSE as per Annexure M of the NSE Checklist along with the application filed under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for obtaining Observation Letter	429 to 490
34.	Annexure 32 Additional documents submitted with BSE as per SN 37 to SN 59 of BSE Checklist along with the application filed under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for obtaining Observation Letter	491 to 534

The Notice of the Meeting, Statement under Sections 102, 230 to 232 and other applicable provisions of the Companies Act, 2013 and Rule 6 of the CAA Rules, 2016, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with applicable SEBI Circulars and Annexure 1 to Annexure 32 (page nos. 58 to 534) constitute a single and complete set of documents and should be read in conjunction with each other, as they form an integral part of this document.

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IN THE HON9BLE NATIONAL COMPANY LAW TRIBUNAL,

MUMBAI BENCH – I

C.A. (CAA) / 44 (MB) / 2025

FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of Companies (Compromises,

Arrangements and Amalgamations) Rules, 2016]

In the matter of the Companies Act, 2013

AND

In the matter of Section 230 to 232 read with Section 52 and Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules & regulations framed there under;

AND

In the matter of Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (8First Transferor Company9), Marinating Films Private Limited (8Second Transferor Company9) and Balaji Telefilms Limited (8Transferee Company9) and their respective shareholders (8Scheme9)

Balaji Telefilms Limited ,

}

a Company incorporated, under the provisions of the } Companies Act, 1956 having its registered office at } C-13, Balaji House, Dalia Industrial Estate, } Opposite Laxmi Industrial Estate, New Link Road, } Andheri-West, Mumbai – 400 053 } CIN L99999MH1994PLC082802 } … Company / Transferee Company

NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF THE TRANSFEREE COMPANY

To,

All the Equity Shareholders of Balaji Telefilms Limited (8Company9 or 8Transferee Company9)

1. NOTICE is hereby given that, in accordance with the Order (8Tribunal Order9) dated March 12, 2025, in the above mentioned Company Scheme Application, passed by the Hon9ble National Company Law Tribunal, Mumbai Bench – I (8NCLT9 or 8Tribunal9), a Meeting of the Equity Shareholders of the Company, will be held for the purpose of their considering, and if thought fit, approving, with or without

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modification(s), the proposed Scheme of Arrangement between ALT Digital Media Entertainment Limited, Marinating Films Private Limited and Balaji Telefilms Limited and their respective shareholders (8Scheme9 or 8Scheme of Arrangement9) on Friday, April 25, 2025 at 03:00 PM (IST).

1. Pursuant to the said Order and as directed therein, the Meeting of the Equity Shareholders of the Company (8Meeting9) will be held through Video Conferencing (8VC9) or Other Audio-Visual Means (8OAVM9), in compliance with the applicable provisions of the Companies Act, 2013 (8the Act9); the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016; (8the CAA Rules, 20169) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (8SEBI Listing Regulations9); SEBI Circular dated October 03, 2024 and SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 and other relevant Circulars issued by SEBI(8SEBI Circulars9); General Circular No. 09/ 2024 dated September 19, 2024 and other relevant Circulars issued by the Ministry of Corporate Officers (8MCA Circulars9) and Secretarial Standard on General Meetings as issued by the Institute of Company Secretaries of India (8SS29) to consider, and if thought fit, to pass, with or without modification(s), the following resolution for approval of the Scheme by requisite majority as prescribed under Section 230(1) and (6) read with Section 232(1) of the Act, as amended:

“RESOLVED THAT pursuant to the provisions of Sections 230 to 232 read with Section 52 and Section 66 of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, read with SEBI Master Circular No. SEBI/HO/CFD/POD- 2/P/CIR/2023/93 dated June 20, 2023 and other applicable SEBI Circulars, the Observation Letters issued by the Stock Exchanges viz. National Stock Exchange of India Limited and BSE Limited, in this regard (including any statutory modification(s) or re-enactment(s) and circulars issued thereof, for the time being in force) and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon9ble National Company Law Tribunal, and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be deemed appropriate by the parties to the Scheme, at any time and for any reason whatsoever, or which may otherwise be considered necessary, desirable or as may be prescribed or imposed by the Tribunal or by any regulatory or other authorities, while granting such approvals, permissions and sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the 8Board9 which term shall be deemed to mean and include one or more Committee(s) constituted/ to be constituted by the Board or any other person authorised by it to exercise its powers including the powers conferred by this Resolution), the arrangement embodied in the Scheme of Arrangement between ALT Digital Media Entertainment Limited (First Transferor Company), Marinating Films Private Limited (Second Transferor Company) and Balaji Telefilms Limited (Transferee Company) and their respective shareholders (8Scheme9 or 8Scheme of Arrangement9), be and is hereby approved.

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RESOLVED FURTHER THAT the Board of Directors or Key Managerial Personnel are hereby authorized to do all such acts, deeds, matters and things, as they may, in their absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this Resolution and effectively implement the arrangement embodied in the Scheme and to make any modifications or amendments to the Scheme at any time and for any reason whatsoever, and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Tribunal while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as they may deem fit and proper, without being required to seek any further approval of the Shareholders and the Shareholders shall be deemed to have given their approval thereto expressly by authority under this Resolution.

RESOLVED FURTHER THAT any Director or Key Managerial Personnel be is hereby severally authorized to provide certified copy of this resolution to all concerned.=

3.

TAKE FURTHER NOTICE that the Equity Shareholders shall have the facility and option of e-voting on the resolution for approval of the Scheme by casting their votes:

• (a) by remote electronic voting during the period as stated below (8remote e-Voting9);

or

• (b) through e-Voting system available at the Meeting to be held at registered office (8e-Voting at the Meeting9):

REMOTE E-VOTING PERIOD	REMOTE E-VOTING PERIOD
Commencement of voting	Monday, April 21, 2025 at 09:00 AM
End of voting	Thursday, April 24, 2025 at 05:00 PM

1. TAKE FURTHER NOTICE that in compliance with the provisions of (i) Section 230(4) read with Sections 108 and 110 of the Act; (ii) Rule 6(3)(xi) of the CAA Rules, 2016; (iii) Rule 22 read with Rule 20 and other applicable provisions of the Companies (Management and Administration) Rules, 2014; (iv) Regulation 44 and other applicable provisions of the SEBI Listing Regulations; and (v) SEBI Master Circular; (vi) MCA Circular and (vi) Secretarial Standard SS-2, the Company has provided the facility of remote e-Voting and e-voting at the meeting so as to enable the equity shareholders, which includes the Public Shareholders, to consider and approve the Scheme by way of the aforesaid resolution. Accordingly, voting by equity shareholders of the Company to the Scheme shall be carried out through remote e-Voting or e-voting at the meeting.

2. A person whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Transferee Company/ Registrar and Transfer Agent (8RTA9) / Depositories as on

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the cut-off date, i.e., Friday, April 18, 2025 only shall be entitled to exercise his/ her/ its voting rights on the resolution proposed in the Notice and attend the Meeting. A person who is not an Equity Shareholder as on the cut-off date, should treat the Notice for information purposes only.

1. A copy of the said Scheme, statement under Sections 230 to 232 read with Section 102 and other applicable provisions of the Act and Rule 6 of the CAA Rules along with all annexures to such statement are annexed. A copy of this Notice and the accompanying documents are also placed on the website of the Company and can be accessed at www.balajitelefilms.com; the website of the Registrar and Share Transfer Agent, Kfin Technologies Limited viz. (8Kfintech9) viz. https://evoting.kfintech.com/public/Downloads.aspx , being the agency appointed by the Company to provide the e-Voting and other facilities for convening of the Meeting; and the website of the Stock Exchanges i.e., National Stock Exchange of India Limited (8NSE9) viz. www.nseindia.com and BSE Limited www.bseindia.com.

2. The Tribunal has appointed Mr. L.N. Gupta, IAS (Retd.), Former Member of NCLT (Email: mbtgln@gmail.com), to be the Chairperson for the Meeting. Furthermore, the Tribunal has appointed Mr. Ashwini Ramakant Gupta, Company Secretary, COP No 18163 to be the Scrutinizer for the Meeting, including any adjournments thereof, to scrutinize the process of remote e-voting as well as e-voting at the Meeting, to ensure that it is fair and transparent.

3. The Scheme, if approved by the requisite majority of Equity Shareholders of Company at the aforesaid Meeting, will be subject to the subsequent sanction of the Tribunal and such other approvals, permissions and sanctions of regulatory or other authorities, as may be necessary.

Sd/-

Tannu Sharma Company Secretary and Compliance Officer Membership No.: ACS 30622

Date: March 24, 2025

Place: Mumbai

Regd. Office:

C-13, Balaji House, Dalia Industrial Estate,

Opp. Laxmi Industries, New Link Road,

Andheri (West), Mumbai - 400 053. CIN: L99999MH1994PLC082802

Email: investor@balajitelefilms.com

Website: www.balajitelefilms.com

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NOTES:

1. Pursuant to the General Circulars dated September 19, 2024, April 13, 2020 and April 08, 2020 and other relevant Circulars issued by the Ministry of Corporate Affairs (<MCA=) (hereinafter referred to as < MCA Circulars =) and Circular dated October 03, 2024 and Master Circular dated July 11, 2023 and other related Circulars issued by Securities and Exchange Board of India (hereinafter referred to as < SEBI Circulars =) and in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (< SEBI Listing Regulations =) and pursuant to the directions of the NCLT vide its Order dated March 12 , 2025 (8Tribunal Order9), this meeting is being conducted through Video Conferencing (<VC=) or Other Audio Visual Means (<OAVM=) and hence physical attendance of the Members to the venue is not required. The deemed venue shall be the Registered Office of the Company i.e. C-13, Balaji House, Dalia Industrial Estate, Opp. Laxmi Industrial Estate, New Link Road, Andheri (West), Mumbai – 400053, Maharashtra.

2. The Statement pursuant to Sections 230 to 232 read with Section 102 and other applicable provisions of the Companies Act, 2013 (8Act9) and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 in respect of the business set out in the Notice of the Meeting is annexed hereto.

3. Pursuant to the directions of the Tribunal given under the Tribunal Order and Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, Regulation 44 of the SEBI Listing Regulations read with SEBI Circulars, Secretarial Standard -2, and in accordance with the requirements prescribed by the Ministry of Corporate Affairs (8MCA9) and MCA Circulars for holding general meetings, the Company is providing to the Shareholders the facility to exercise their right to vote at the Meeting through electronic means, i.e., remote e-Voting and e-Voting at the Meeting (hereinafter referred to as 8e-Voting9). For this purpose, the Company has engaged KFIN Technologies Limited (8KFintech9), the Registrar and Share Transfer Agent, for facilitating voting through electronic means, as the authorized agency.

4. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Company / RTA / Depositories as on the Cut-off Date i.e., Friday, April 18, 2025 only shall be eligible for participation in remote e-Voting (e-Voting from a place other than venue of the meeting) and e-Voting at the Meeting. Any person who is in receipt of this Notice but is not a Member as on the cut-off date should treat this notice for information purpose only.

5. The Notice of this meeting is being sent in electronic mode to Members whose e-mail address is registered with the Company /Registrar and Share Transfer Agent / the Depository Participant(s) or by registered

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post, air mail, courier, speed post, or hand delivery for those whose email addresses are not available with the Company as on the cut off date i.e. Monday, March 17, 2025.

1. Please note that Members can opt for only one mode of voting i.e., either by voting at the Meeting (eVoting) or remote e-Voting. If Members opt for remote e-Voting, then they should not vote at the Meeting and vice versa. However, once an e-vote on a resolution is cast by a Member, such Member is not permitted to change it subsequently or cast the vote again. Members who have cast their vote by remote e-Voting prior to the date of the Meeting can attend the Meeting and participate in the Meeting but shall not be entitled to cast their vote again.

2. Any person holding shares in physical form and non-individual shareholders, who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at evoting@kfintech.com . However, if he / she is already registered with KFintech for remote e-Voting then he / she can use his / her existing User ID and password for casting the vote.

3. In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under <Login method for remote e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.=

4. In the case of joint holders attending the Meeting, the joint holder who is highest in the order of names will be entitled to vote at the Meeting.

5. The attendance of the Members attending the Meeting through VC/OAVM will be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

6. Since this meeting is being held through VC/OAVM, physical attendance of Equity Shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the Shareholders will not be available for the Meeting, and hence the Proxy Form, Attendance Slip and Route Map are not annexed hereto. Body Corporates are entitled to appoint authorized representatives to attend the meeting through VC/ OAVM and participate there at and cast their votes by electronic means. The voting by the said authorized representative(s) is permitted, provided that the authorization, duly signed, is lodged with the Company, in physical at the registered office of the Company or by electronic mode by dropping a mail to the Company Secretary at tannu.sharma@balajitelefilms.com or to the Scrutinizer at guptaashwin761@gmail.com, at least 48 (Forty-Eight) hours before the Meeting.

7. The transcript of the meeting shall be made available as soon as possible on the website of the Company at www.balajitelefilms.com

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1. As per directions of the Tribunal Order and in terms of the MCA circulars, the Notice of the Meeting and the accompanying documents mentioned in the Index are being sent through electronic mail to those equity shareholders whose e-mail addresses are registered with the Company / Registrar and Transfer Agent / Depository Participant / Depositories or by registered post, air mail, courier, speed post, or hand delivery for those whose email addresses are not available with the Company.

2. The shareholders may note that the aforesaid documents are also available on the website of the Company at www.balajitelefilms.com and on the website of the Stock Exchanges, i.e., National Stock Exchange of India Limited at www.nseindia.com and BSE Limited at www.bseindia.com and that of SEBI at www.sebi.gov.in.

3. The Notice is also available on the website of the Registrar and Share Transfer Agent i.e. KFin Technologies Limited i.e. https://evoting.kfintech.com/public/Downloads.aspx being the agency appointed by the Company to provide VC/ OAVM and e-Voting facility for the Meeting.

If so desired, shareholders may obtain a physical copy of these documents free of charge from the registered office of the Company on any day (except Saturday, Sunday and public holiday) up to the date of the meeting. Alternatively, a written request for obtaining physical / soft copy of these documents may be made by writing an e-mail in this regard to the Company at investor@balajitelefilms.com along with details such as demat account no./ Folio no., name, address, Permanent Account Number (PAN), mobile number and email address.

1. A copy of Memorandum & Articles of Association, Statutory Registers and other relevant documents as referred to in this Notice are open for inspection for the Members at the Registered Office of the Company till the date of this meeting, during business hours on working days. Further, Members seeking to inspect relevant documents referred to in the accompanying Notice and the Explanatory Statement in electronic mode are required to email to investor@balajitelefilms.com.

2. The Hon9ble Tribunal has appointed Mr. Ashwini Ramakant Gupta, Company Secretary, COP No.: 18163 (mail ID: guptaashwin761@gmail.com) as Scrutinizer for the Meeting, including any adjournments thereof, to scrutinize the process of remote e-voting as well as e-voting at the Meeting, to ensure that it is fair and transparent.

3. The Scrutinizer will submit his combined report to the Chairman of the meeting after completion of the scrutiny of the votes cast by the equity shareholders of the Company through e-voting process. The Scrutinizer will also submit a separate report with regard to the result of the e-voting. The Scrutinizer9s decision on the validity of the vote (including e-votes) shall be final. The Scrutinizer will make a consolidated Scrutinizer9s Report and submit the same to the Chairman of the Meeting. The result of e- Voting will be declared within two working days of the conclusion of the Meeting and the same, along with the consolidated Scrutinizer9s Report, will be placed on the website of the Company:

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www.balajitelefilms.com and on Registrar and Transfer Agent9s website at https://evoting.kfintech.com/public/Downloads.aspx. The result will simultaneously be communicated to the National Stock Exchange of India Limited and BSE Limited. The result will also be displayed at the registered office of the Company.

1. The equity shareholders of the Company attending the meeting who have not cast their vote through remote e-voting shall be entitled to exercise their vote during the meeting by means of Instapoll facility. Equity shareholders who have cast their votes through remote e-voting may attend the meeting but shall not be entitled to cast their vote again. The voting through remote e-voting period will commence at 09:00 AM (IST) on Monday, April 21, 2025 and will end at 05:00 PM (IST) on Thursday, April 24, 2025. During this period, the equity shareholders (which includes Public Shareholders) of the Company holding shares either in physical form or in dematerialized form, as on cut-off date i.e. Friday, April 18, 2025 may cast their vote electronically. Once the vote on the resolution is cast by an equity shareholder, he or she will not be allowed to change it subsequently.

2. In accordance with the provisions of Section 230 to 232 read with Section 52 and Section 66 of the Companies Act, 2013, the Scheme shall be acted upon only if a majority of persons representing three fourth in value of the equity shareholders of the Transferee Company, by e-voting, agree to the Scheme. Further, in accordance with the SEBI Circular, the Scheme shall be acted upon only if the votes cast by the Public Shareholders (through e-voting or remote e-voting) in favour of the aforesaid resolution for approval of Scheme are more than the number of votes cast by the Public Shareholders against it.

3. In terms of Regulation 40 of the Listing Regulations, as amended, requests for effecting transfer of securities shall not be processed unless the securities are held in the dematerialized form with a depository. However, Members can continue to hold shares in physical form. Accordingly, Members holding shares of the Company in physical form are requested to kindly get their shares converted into demat/electronic form to get inherent benefits of dematerialisation since physical transfer of equity shares/ issuance of equity shares in physical form have been disallowed by SEBI.

4. Shareholders are requested to carefully read all the Notes set out herein and in particular, instructions for joining the Meeting and manner of casting vote through electronic means.

5. Important Communication / Awareness Material for Shareholders:

6. (a) SEBI encourages all shareholders to consider the inherent advantages of dematerialization and get existing physical shareholding converted into demat mode.. Therefore, shareholders holding shares in physical form are requested to dematerialize their shareholding in their existing demat account, or by opening a new demat account with any Depository Participant (DP) at the earliest.

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• (b) Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by submission of duly filled and signed ISR 1 form alongwith self-attested copy of the PAN card, and self-attested copy of any document (eg.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register / update their email addresses with the relevant Depository Participants.

Form ISR 1 along with other details is also available at: https://www.balajitelefilms.com/pdf/Important%20Information%20for%20Physical%20Shareholde rs-for%20website.pdf.

• (c) SEBI vide its circular dated July 31, 2023, has introduced a common Online Dispute Resolution Portal (<ODR Portal=), which harnesses online conciliation and online arbitration for resolution of disputes arising in the Indian Securities Market. The ODR Portal allows investors with additional mechanism to resolve their grievances, in case they are not satisfied with the resolution provided by the Company/RTA and/or through SCORES Platform of SEBI. Web-link to access the said portal is https://smartodr.in/login.

Remote E-Voting; and E-Voting at the Meeting

1. In compliance with the provisions of Section 108 of the Act, read with Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time-to-time, Regulation 44 of the SEBI Listing Regulations and in terms of SEBI Circular in relation to e-Voting facility provided by Listed Entities, the Members are provided with the facility to cast their vote electronically, through the e-Voting services provided by Registrar and Transfer Agents of the Company viz., KFin Technologies Limited (KFintech), on the resolution set forth in this Notice. The instructions for e-Voting are given herein below.

2. The facility of casting votes by a shareholder using electronic means, i.e. (i) remote e-Voting and (ii) e- Voting at the Meeting, (hereinafter referred to as 8e-Voting9) is also being provided by KFin Technologies Limited.

3. However, pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, e-Voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts / websites of Depositories / DPs, in order to increase the efficiency of the voting process.

4. Individual demat account holders would be able to cast their vote without having to register again with the e-Voting service provider (ESP) thereby not only facilitating seamless authentication but also ease and

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convenience of participating in e-Voting process. Shareholders are advised to update their mobile number and email ID with their DPs to access e-Voting facility.

1. The remote e-Voting period will commence at 09:00 AM (IST) on Monday, April 21, 2025 and end at 05:00 PM (IST) on Thursday, April 24, 2025. The e-Voting module shall be disabled by KFintech for remote e-Voting thereafter. However, the same shall be enabled once again during the course of the Meeting. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Company/ RTA/ Depositories as on the cut-off date, i.e., Friday, April 18, 2025 only shall be entitled to cast their vote by electronic means. The voting rights of a shareholder shall be in proportion to his/her/its shareholding in the paid-up equity share capital of the Company as on the cut-off date. A person who is not a shareholder as on the cut-off date, should treat the Notice for information purpose only.

2. Any person who becomes a shareholder of the Company after dispatch of the Notice and holds shares on the cut-off date may exercise his/her voting rights through e-Voting by following the procedure given below.

3. Once the vote on a resolution is cast by an Equity shareholder, the Equity shareholder shall not be allowed to change it subsequently.

4. The details of the process and manner for remote e-Voting and to join the meeting virtually are explained herein below:

5. Step 1: Access to Depositories e-Voting system in case of individual shareholders holding shares in demat mode.

6. Step 2 : Access to KFintech e-Voting system in case of shareholders holding shares in physical and nonindividual shareholders in demat mode.

Step 3 : Access to join virtual meetings (e-Meeting) of the Company on KFin system to participate and vote at the e-meeting.

Details on Step 1 are mentioned below:

• I) Login method for remote e-Voting for Individual shareholders holding securities in demat mode:

Type of shareholders	Login Method
Individual Shareholders holding securities in demat mode with NSDL	1. User already registered for IDeAS facility: i. Visit URL:https://eservices.nsdl.com ii. Click on the <Beneficial Owner= icon under <Login= under <IDeAS= section. iii. On the new page, enter User ID (i.e. the sixteen digits demat account number held with NSDL) and Password. Post successful authentication, click on <Access to e- Voting=.

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• iv. Click on Company name or e-Voting service provider i.e. KFintech and you will be

• re-directed to Kfintech9s website for casting vote during the remote e-Voting period.

• User not registered for IDeAS e-Services

• i. To register click on link: https://eservices.nsdl.com

• ii. Select <Register Online for IDeAS= or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

• iii. Proceed with completing the required fields.

• iv. Follow steps given in point 1.

• Alternatively by directly accessing the e-Voting website of NSDL

• i. Open URL: https://www.evoting.nsdl.com/

• ii. Click on the icon <Login= which is available under <Shareholder/Member= section.

• iii. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password / OTP and a Verification Code as shown on the screen.

• iv. Post successful authentication, you will be requested to select the name of the company and the e-Voting Service Provider name, i.e.KFintech.

• v. On successful selection, you will be re-directed to KFintech e-Voting page for casting your vote during the remote e-Voting period.

4. Using NDSL Mobile App

• i. By scanning the QR Code provided below Members can download the NSDL Mobile App <NSDL Speede= for seamless E-voting experience.

==> picture [131 x 84] intentionally omitted <==

• Individual A. Users who have opted for Easi/Easiest: Shareholders holding securities 1. Shareholders can login through their user ID and password. Option will be made in demat mode available to reach e-voting page without any further authentication. The URL for with CDSL users to login to Easi/Easiest is www.cdslindia.com and click on login icon & My Easi New.

• After successful login of Easi/Easiest the user will also be able to see the e-voting Menu. The Menu will have links of e-voting service provider .KFintech. Click on KFintech e-voting service provider to cast your vote

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B.Users who have not opted for Easi/Easiest: Option to register for Easi/Easiest is available at CDSL website www.cdslindia.comand click onlogin icon & My Easi Newand then click on registration option and follow above steps. C. Visit the e-voting website of CDSL 1. Alternatively, the user can directly access e-voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & e-mail as recorded in the demat Account. 2. After successful authentication, user will be provided links for the respective ESP where the e-voting is in progress.

Individual Shareholder login through their demat accounts / Website of Depository Participant(s)

1. You can also login using the login credentials of your demat account through your DP registered with NSDL /CDSL for e-Voting facility. 2. Once logged-in, you will be able to see e-Voting option. Once you click on e-Voting option, you will be re-directed to NSDL / CDSL Depository site after successful authentication, wherein you can see e-Voting feature. 3. Click on options available against Company name or e-Voting service provider – Kfintechand you will be re-directed to e-Voting website ofKFintechfor casting your vote during the remote e-Voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Securities held with NSDL	Please contact NSDL helpdesk by sending a request atevoting@nsdl.co.in or call at toll free no.:022- 48867000
Securities held with CDSL	Please contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.com or contact at022- 23058738or022-23058542-43

Details on Step 2 are mentioned below:

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• II) Login method for e-Voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

• A. Members whose email IDs are registered with the Company/ Depository Participants, will receive an email from KFintech which will include details of E-Voting Event Number (8730), User ID and password. They will have to follow the following process:

• i) Launch internet browser by typing the URL: https://evoting.kfintech.com/

• ii) Enter the login credentials (i.e. User ID and Password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) i.e. 8730 , followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if you are already registered with KFintech for e-Voting, you can use your existing User ID and password for casting the vote.

• iii) After entering these details appropriately, click on <LOGIN=.

• iv) You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, email ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do not share your password with any other person and that you take utmost care to keep your password confidential.

• v) You need to login again with the new credentials.

• vi) On successful login, the system will prompt you to select the <EVEN= and click on <Submit=.

• vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under <FOR/AGAINST= or alternatively, you may partially enter any number in <FOR= and partially <AGAINST= but the total number in <FOR/AGAINST= taken together shall not exceed your total shareholding as mentioned herein above. You may also choose the option <ABSTAIN=. If the Member does not indicate either <FOR= or <AGAINST= it will be treated as <ABSTAIN= and the shares held will not be counted under either head.

• viii) Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/ demat accounts.

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• ix) Voting has to be done for each item of the Notice separately. In case you do not desire to cast your vote on any specific item, it will be treated as abstained.

• x) You may then cast your vote by selecting an appropriate option and click on <Submit=.

• xi) A confirmation box will be displayed. Click <OK= to confirm else <CANCEL= to modify. Once you have voted on the resolution (s), you will not be allowed to modify your vote. During the voting period, Members can login any number of times till they have voted on the Resolution(s).

• xii) Corporate/Institutional Members (Corporate / FIs / FIIs / trust / mutual funds / banks, etc.) are also required to send scanned certified true copy (PDF/JPG Format) of the Board Resolution/Authority Letter etc., authorizing its representative to attend the meeting through VC / OAVM on its behalf and to cast its vote through remote e-Voting, together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at email id guptaashwin761@gmail.com with a copy marked to evoting@kfintech.com. The scanned PDF/Image of the above-mentioned documents should be in the naming format <Balaji Telefilms Limited_ 8730=.

• B. Members whose email IDs are not registered with the Company/Depository Participant(s), and consequently the Notice of Meeting and e-voting instructions cannot be serviced, will have to follow the following process:

• i) In case of Physical holding: Shareholders holding shares in physical mode may register/ update their email address in prescribed Form ISR-1 with the Company9s RTA. The Company has sent letter to such shareholders for furnishing relevant details, in compliance with SEBI circular dated March 16, 2023 and November 03, 2021. Form ISR-1 along with other relevant details are available at Company9s website; https://www.balajitelefilms.com/pdf/Important%20Information%20for%20Physical%20Shareholde rs-for%20website.pdf

• ii) In case of Demat holding: Shareholders holding shares in demat mode, who have not registered or updated their email address, are requested to get the same registered/ updated with their respective Depository Participant(s).

• iii) After receiving the e-voting instructions, please follow all steps given in the Notice to cast your vote by electronic means.

Details on Step 3 are mentioned below:

III) Instructions for all the shareholders, including individual, other than individual and physical, for attending the meeting through VC/OAVM and e-voting during the meeting.

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Details pertaining to Step 3 i.e. virtual meetings of the Company on KFin system to participate vote at the e- Meeting are as below:

• i. Member will be provided with a facility to attend the Meeting through VC / OAVM platform provided by KFintech. Members may access the same at https://emeetings.kfintech.com/ by using the e-Voting login credentials provided in the email received from the Company/KFintech. After logging in, click on the <Video Conference= tab and select the EVEN of the Company (i.e 8730). Click on the video symbol and accept the meeting etiquettes to join the meeting. Please note that the members who do not have the User ID and Password for e-Voting or have forgotten the User ID and Password may retrieve the same by following the remote e-Voting instructions mentioned above.

• ii. Members are encouraged to join the Meeting through Laptops/ Desktops with Google Chrome (preferred browser), Safari, Internet Explorer, Microsoft Edge, Mozilla Firefox 22.

• iii. Members will be required to grant access to the webcam to enable VC / OAVM. Further, Members connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

• iv. The Members who have not cast their vote through remote e-Voting shall be eligible to cast their vote through e-Voting system available during the Meeting. E-voting during the Meeting is integrated with the VC / OAVM platform. The Members may click on the voting icon displayed on the screen to cast their votes.

• v. A Member can opt for only single mode of voting i.e., through Remote e-Voting or Voting at the Meeting. If a Member casts votes by both modes, then voting done through Remote e-Voting shall prevail and vote at the Meeting shall be treated as invalid.

• vi. Institutional Members are encouraged to attend and vote at the Meeting through VC / OAVM.

INSTRUCTIONS FOR MEMBERS FOR e-VOTING ON THE DAY OF THE MEETING ARE AS UNDER:

1. The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for remote e-Voting.

2. Members who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote.

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1. The details of the person who may be contacted for any grievances connected with the facility for e- Voting on the day of the Meeting shall be the same person mentioned for Remote e-Voting.

General Guidelines

1. Institutional shareholders (i.e., other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, by e-mail to the Scrutinizer at guptaashwin761@gmail.com or to the Company Secretary at tannu.sharma@balajitelefilms.com.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the 8Forgot User Details/Password?9 or 8Physical User Reset Password?9 option available on www.evoting.nsdl.com to reset the password.

The other instructions for attending the NCLT convened meeting through VC/OAVM are as under: -

1. Facility of joining the meeting through VC shall open 30 minutes before the time scheduled for the meeting and shall not be closed till the expiry of 30 minutes after such scheduled time. The facility of participation at the Meeting through VC/ OAVM will be made available for 1000 members on first come first served basis. This will not include large Shareholders (holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the meeting without restriction on account of first come first served basis.

2. As the Meeting is being conducted through VC / OAVM, for the smooth conduct of proceedings of the Meeting, Members are encouraged to express their views / send their queries in connection with the matter to be taken up at the Meeting, in advance, mentioning their name, demat account number / folio number, email id, mobile number at investor@balajitelefilms.com between Tuesday, March 25, 2025 till Friday, April 18, 2025.

3. Speaker Registration during Virtual Meeting: To ensure smooth transmission and co-ordination during the Q&A Session, the Company has the facility of Speaker Registration. Members who would like to express their views / ask questions during the meeting in connection with the agenda to be transacted at the meeting, may send their queries / views / suggestions by mentioning their name, demat account number / folio number, e-mail ID, mobile number to the Company at investor@balajitelefilms.com, on or before Friday, April 18, 2025. Please note that the Member9s questions will be answered only if the shareholder continues to hold the shares as of the cut-off date. The Company reserves the right to restrict the number of questions and number of speakers, depending upon the availability of time, to ensure the smooth conduct of the meeting. The queries will suitably be replied by the Company.

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1. In case a poll is demanded, and voting is conducted by the poll, the Equity Shareholders must cast their vote by sending the vote through email from their registered email id on the designated email id provided by the Company i.e. investor@balajitelefilms.com . The participants are requested to use only registered email id for voting during the time allotted for same and in case of Equity Shareholder whose email id is not registered may vote through their authorized email id. Votes casted by any other unregistered email id shall be considered as invalid. Once you confirm your vote, you will not be allowed to modify your vote. In case of multiple votes are casted, the first one shall be counted for the purpose of counting Votes.

2. In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and e-Voting user manual available at the download section of https://evoting.kfintech.com (KFintech Website) or write to evoting@kfintech.com or call KFintech9s toll free No. 1-800-3094-001 for any further clarifications.

3. The Members, whose names appear in the Register of Members / list of Beneficial Owners as on Friday, April 18, 2025, being the cut-off date, are entitled to vote on the Resolutions set forth in this Notice. A person who is not a Member as on the cut-off date should treat this Notice for information purposes only. Once the vote on a resolution(s) is cast by the Member, the Member shall not be allowed to change it subsequently.

4. In case a person has become a Member of the Company after dispatch of Notice but on or before the cutoff date for e-Voting, he/she may obtain the User ID and Password in the manner as mentioned below:

5. i. If the mobile number of the member is registered against Folio No./ DP ID Client ID, the member may send SMS: MYEPWD Number + Folio No. or DP ID Client ID to 9212993399

   1. Example for NSDL: MYEPWD IN12345612345678

   2. Example for CDSL: MYEPWD 1402345612345678

   3. Example for Physical: MYEPWD XXXX1234567890

6. ii. If email address or mobile number of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://emeetings.kfintech.com/forgotpassword.aspx, the Member may click <Forgot Password= and enter Folio No. or DP ID Client ID and PAN to generate a password.

7. iii. Members who may require any technical assistance or support before or during the Meeting are requested to contact KFintech at toll free number 1-800-309-4001 or write to them at evoting@kfintech.com .

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IN THE HON9BLE NATIONAL COMPANY LAW TRIBUNAL,

MUMBAI BENCH – I

C.A. (CAA) / 44 (MB) / 2025

In the matter of the Companies Act, 2013

AND

In the matter of Section 230 to 232 read with Section 52 and Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and rules & regulations framed there under;

AND

In the matter of Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (8First Transferor Company9), Marinating Films Private Limited (8Second Transferor Company9) and Balaji Telefilms Limited (8Transferee Company9) and their respective shareholders (8Scheme9)

Balaji Telefilms Limited, } a Company incorporated, under the provisions of the } Companies Act, 1956 having its registered office at } C-13, Balaji House, Dalia Industrial Estate, } Opposite Laxmi Industrial Estate, New Link Road, } Andheri-West, Mumbai – 400 053 } CIN L99999MH1994PLC082802 } … Company / Transferee Company

EXPLANATORY STATEMENT PURSUANT TO SECTIONS 230 TO 232 READ WITH SECTION 102

AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 (8ACT9) AND RULE 6 OF THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 (8CAA RULES9), SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015, READ WITH MASTER CIRCULAR NO. SEBI/HO/CFD/POD-2/P/CIR/2023/93 DATED JUNE 20, 2023 ISSUED BY THE SECURITIES AND EXCHANGE BOARD OF INDIA (8SEBI MASTER CIRCULAR9), READ WITH OTHER APPLICABLE SEBI CIRCULARS, EACH AS AMENDED, ACCOMPYNING THE NOTICE OF THE MEETING OF EQUITY SHAREHOLDERS OF BALAJI TELEFILMS LIMITED CONVENED PURSUANT TO ORDER OF THE HON9BLE NATIONAL COMPANY LAW TRIBUNAL (8TRIBUNAL9) DATED MARCH 12, 2025 (8TRIBUNAL ORDER9)

I. MEETING FOR THE SCHEME

This is a statement accompanying the Notice convening the Meeting of Equity Shareholders of Balaji Telefilms Limited (8Company9 or 8Transferee Company9) , for the purpose of their considering and if thought fit, approving, with or without modification(s), the proposed Scheme of Arrangement between ALT Digital Media Entertainment Limited ( 8First Transferor Company9 ), Marinating Films Private Limited ( 8Second Transferor Company9 ) and Balaji Telefilms Limited ( 8Transferee Company9 ) and their respective shareholders ( 8Scheme9 ).

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The Scheme inter-alia provides for the following parts:

• (i) Reorganization of reserves and reduction of equity share capital of the First Transferor Company;

• (ii) The amalgamation of the Transferor Companies with Transferee Company on a going concern basis and consequent dissolution of the Transferor Companies without winding up;

• (iii) Reorganization of reserves and adjustment of retained earnings of the Transferee Company post amalgamation;

• (iv) Various other matters consequential, supplemental and / or otherwise integrally connected therewith.

The salient features of the Scheme are given in Paragraph VII of this Statement. The detailed terms of the arrangement may be referred to in the Scheme, annexed as 8 Annexure 1 9.

Capital terms not defined herein and used in the Notice and this Statement shall have the same meaning as ascribed to them in the Scheme.

This statement may be treated as an Explanatory Statement under Section 230(3) read with Section 102 of the Companies Act, 2013.

II. DATE, TIME AND MODE OF MEETING

• i. Pursuant to an order dated March 12, 2025, passed by the Hon9ble Tribunal in Company Scheme Application No. C.A. (CAA) / 44 (MB) / 2025, the Meeting of the Equity Shareholders of the Transferee Company, will be held for the purpose of their considering and, if thought fit approving, with or without modification(s), the Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (8First Transferor Company9), Marinating Films Private Limited (8Second Transferor Company9) and Balaji Telefilms Limited (8Transferee Company9) and their respective shareholders (8Scheme9), through Video Conferencing (8VC9)/ Other Audio Visual Means (8OAVM9) on Friday, April 25, 2025, 03:00 PM (IST). The Company is providing the facility to vote at the Meeting through electronic means, i.e., remote e-Voting and e-Voting at the Meeting.

• ii. The scrutinizer appointed for conducting e-voting process will however submit his separate report to the Chairman after completion of the scrutiny of e-voting submitted / cast by the Public Shareholders so as to announce the results of the e-voting exercised by the Public Shareholders of the Company. In terms of the SEBI Circular, the Scheme shall be acted upon only if the votes cast by the Public Shareholders through e-voting in favor of the resolution for approval of Scheme are more than the number of votes cast by the Public Shareholders against it. Further, in accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be acted upon only if a

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majority in persons representing three fourths in value of the equity shareholders, of the Company through e-voting, agree to the Scheme.

III. NEED FOR MERGER, AND RATIONALE AND SYNERGY OF THE SCHEME

• i. The Composite Scheme of Arrangement would help in reorganization of reserves and reduction of Equity Share Capital of the First Transferor Company and consolidating and effectively managing the business of the Companies in a single entity, which will provide several benefits including synergy, economies of scale, attain efficiencies, cost competitiveness, etc. Various benefits arising pursuant to the Scheme are enlisted below:

• ii. Benefits in respect of reorganization of reserves and reduction of equity capital of the First Transferor Company:

• The First Transferor Company shall be able to represent its true and fair financial position; and

• This Scheme would not have any impact on the shareholding pattern of the First Transferor Company, since it is a wholly-owned subsidiary of Transferee Company.

• iii. Benefits in respect of amalgamation of the Transferor Companies with the Transferee Company

• The Transferor Companies are wholly owned subsidiaries of the Transferee Company, so merger will help to consolidate the multiple entities into a single legal entity. Further, the Transferor Companies and the Transferee Company are engaged in similar line of businesses related to production and distribution of contents on various platforms. The merger would enable management focus and combined synergies for various projects;

• The merger will provide a greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value;

• The merger will result in enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources;

• The merger will result in a reduction in the overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination, and avoiding of

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unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by each of the Transferor Companies and the Transferee Company;

1. The merger would motivate employees of the Transferor Company by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, assets base etc. which will boost employee morale and provide better corporate performance ultimately enhancing shareholder value;

2. The merger will help in achieving operational efficiencies and management efficiencies;

3. The other operational benefits due to merger are as follows: -

4. a) Optimize the resources at consolidated entity level to facilitate greater ability of the Transferee Company to raise financial resources for future expansion;

5. b) Reducing operational and compliance cost;

6. c) Elimination of duplicative communication and coordination efforts across multiple entities and pooling of resources as well as optimum utilization of resources;

7. d) Simplification of group structure under common management; and

8. e) Economies of scale, greater integration, flexibility and market reach for the amalgamated entity.

Further, there is no adverse effect of this Scheme on the Directors, Key Managerial Personnel, Promoters, Non-promoter Members, Creditors, and employees of the Transferor Companies or the Transferee Company, and the same would be in the best interest of all stakeholders

• iv. Benefits in respect of reorganization of reserves and adjustment of retained earnings of Transferee Company

• The Transferee Company shall be able to represent its true and fair financial position.

IV. COST BENEFIT ANALYSIS OF THE SCHEME

Although the scheme involves certain costs such as transaction cost, implementation cost, regulatory fees, stamp duties, etc. the Scheme would entail the benefits specified in para III above.

The proposed Scheme will benefit the shareholders directly, as the costs incurred towards the implementation of the Scheme foreshadows the long-run benefit, to be derived by achieving strategic and operational efficiency and better presentation of the financial statements of the Company, which will ultimately benefit the shareholders and create value for the shareholders of the Company.

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V. IMPACT OF THE SCHEME ON THE SHAREHOLDERS

Impact on shareholders of the Transferee Company

For the purposes of this Scheme, it is hereby clarified that the equity shares in the First Transferor Company and Second Transferor Company are entirely held by the Transferee Company and its nominees. Thus, upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company to the shareholders of the First Transferor Company and Second Transferor Company. The shareholders of the Company shall continue to hold the shares held by them after coming into effect of the Scheme.

On the Scheme becoming effective, the compulsorily convertible debentures issued by the Second Transferor Company to the Transferee Company shall stand cancelled, and the investment in said compulsorily convertible debentures as appearing in the books of account of the Transferee Company shall also stand cancelled, and there shall be no further obligation in that behalf.

The impact of the Scheme on the Shareholders of the Company, including, the public shareholders would be the same in all respects and no shareholder is expected to have any disproportionate advantage or disadvantage in any manner. The Scheme is not in any manner, prejudicial or against public interest and would serve the interest of all the shareholders.

Impact on shareholders of the First Transferor Company and Second Transferor Company

Upon the Scheme becoming effective, all equity shares of the First Transferor Company and Second Transferor Company held by the Transferee Company along with its nominees, shall stand cancelled without any further application, act, instrument or deed and be of no effect without any necessity of them being surrendered.

VI. BACKGROUND OF THE COMPANIES:

A. Particulars of the Transferee Company (Balaji Telefilms Limited)

• (i) Balaji Telefilms Limited is a public limited company, incorporated under the erstwhile provisions of the Companies Act, 1956 on November 10, 1994. The equity shares of the Transferee Company are listed since November 22, 2000 in India on BSE Limited (8BSE9) and National Stock Exchange of India Limited (8NSE9). The Corporate Identification Number of the Transferee Company is L99999MH1994PLC082802. The Registered Office of the Company is situated at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri-West, Mumbai - 400053 in the state of Maharashtra. Its Permanent Account Number with the Income Tax Department is

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AAACB4376M. The email address of the Company is investor@balajitelefilms.com and the website is www.balajitelefilms.com. During the last five years, there has been no change in the Name or Registered Office of the Company.

• (ii) The main objects of the Company are stated as under:

<

1. To act as Producers, Distributors, Exhibitors. Exploiters, Traders, Exporters and Importers of Television Films and Serials, Video films and Serials and the like, Motion Pictures, Feature Films, Documentaries, Advertisement Films, Educational Films, Cultural or Historical Films, Films of Places of Tourist Interest, Films on Science and Technology, in Talkie Version or otherwise, Indian/ Foreign Version or otherwise in 70mm, 35mm, 16mm, 8mm, on video format or other prevalent systems or Recording of Programmes on any disc, tape, perforated media or other information storage devices or otherwise in colour or otherwise in Black and White and engage in Business incidental hereto.

• 1A. To carry on the business of broadcasting, telecasting, relaying, transmitting or distributing in any manner in India or abroad, any audio, video or other programmes or software for television, radio, mobile, internet or any other media through, including but not limited to, terrestrial satellite, cable, direct to home, internet or interactive television network, to market and sell advertising air- time for the purpose of broadcasting on television satellite, cable and other network, radio and other media (whether now or hereafter devised), to undertake any type of media business or invest therein and to rent or hire or lease or sub-lease portal, studio, satellite channels, transponders with up link and down link facilities in India and abroad, video and cinematography equipments, cinema house theaters and other such places and facilities of whatsoever in nature.

• 1B. To carry on the business of providing financial services, advise and facilities of every description, including (but without limiting the generality of the foregoing words) all those capable of being provided by investment and fund managers and advisors, promoters and managers of venture capital funds, mutual funds and other investment media, issue houses and financiers, to provide all kinds of financial services including advisory services to assist decision making, providing and procuring investment advisory services, business support services, project counselling and advisory services, all types of information services, training and consultancy services, and to provide management and advisory services to venture capital funds, off-shore funds, pension funds, provident funds, management of insurance funds, financial consultancy, advisory services relating to the capital market and data processing management.

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1C. To carry on business as producers, co-producers, distributors, hirers, exhibitors, negative holders, exploiters, traders, exporters and importers of motion pictures, media and for publishing house either by itself or through its division, cinematographic films, feature films, or any other film on any format or system and or recording of such films on any disc, tape, perforated media or other information storage devices or as agents for (wholesale and/or retail) and produce cinematographic films, as dealers in sound producing, synchronized, stereoscopic,3D, coloured, bioscopic, cinemascope and cinerama pictures, blank and/ or prerecorded videos and/or audio cassettes, as proprietors and/or lessees of film studios, erecting and running studios, film laboratories, cinema halls, theatres, multiplexes, television studios for exhibiting films and for musical perfomances, as film publicity agents, designers, engravers for film publicity materials and as printers for film publicity and photography, either alone or in partnership with individuals and/or bodies, as lenders and/or suppliers of artists, artistic talents and technicians to producers of cinematograph films and for that purpose to employ artists as paid servants of the company to be readily available for such business and engage in business incidental hereto.

• 1D. To carry on the business of convergence including to make, produce, direct, own, produce, enact, dub, shoot, edit, manufacture, export, import, process, direct, organize, exhibit, deal, buy, sell, acquire, screen, dramatize, distribute, reproduce, give and take on hire, licence, advertise, broadcast through satellite or otherwise, display, commission, promote, present, telecast and publish mobile contents, 2D,3D or latest available technology animation films, television films, video films, feature films, satellite films, cartoon films, advertisement films and campaigns, media films, sports films, web films, other animations and television programmes, serials, documentaries, cultural films, animation, news and news capsules, to run maintain own T. V. channels, broad casting channels and informative Electronic Channels/ Films, interviews, discussions, entertainment programmes, plays, skits, recitals, screen, plays, dramas, cultural shows, music recitals, dances and other live shows of any kind, either silent or talkies for private, commercial or public usage and to do all things necessary to form, organize, troops, groups and artists for such purpose in India or abroad and to produce, develop, acquire, adapt, equip, establish and act as collaborators for television software.

• 1E. To carry on production and distribution of webseries, business of conceptualizing, developing and producing feature films, Short films, Documentaries, Televised and Televised Events, Advertisement Films, Educational Films, Cultural or Historical Films, Films of Places of Tourist Interest, Films on Science and Technology, in Talkie

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Version and to carryon business of rendering line production services, creative and consultancy services for content driven projects in the areas of Television Films and Serials, Video films and Serials and the like, Motion Pictures, Feature Films, Documentaries, Advertisement Films, Educational Films, Cultural or Historical Films, Films of Places of Tourist Interest, Films on Science and Technology, in Talkie Version or otherwise, Indian/Foreign Version or otherwise in 70mm, 35mm, 16mm, 8mm, on video format or other prevalent systems or Recording of Programmes on any disc, tape, perforated media or other information storage devices or otherwise, in colour or otherwise in Black and White and engage in business incidental hereto and create intellectual property thereon restricted not only to the content driven projects but also in the nature of television formats, events and digital content. =

• (iii) During the last five years, there has been no change in the main object clause of the Company.

• (iv) The Transferee Company is a listed entity and is incorporated with an object of engaging in the business of production and creation of films, web series and television content in India particularly in Hindi language. The Transferee Company is also engaged in business of production of television content in regional languages, and in event organization business.

• (v) The authorized, subscribed, and paid-up share capital of the Company as on December 31, 2024 was as under:

	Share Capital	Amount (in INR)
	Authorized Share Capital
	15,00,00,000 Equity Shares of INR 2/- each	30,00,00,000
	3,00,00,000 Preference Shares of INR 2/- each	6,00,00,000
	Total	36,00,00,000
	Issued, Subscribed and Paid-up Share Capital
	10,17,28,968 Equity Shares of INR 2/- each, fully paid-up	20,34,57,936
	Total	20,34,57,936

(vi) The audited financial statements of the Company for the year ended March 31, 2024 are enclosed herewith as Annexure 2 , and the unaudited financial statements of the Company for the half year ended September 30, 2024, are annexed as Annexure 3 to this Notice. The same is also available on the Company9s website at www.balajitelefilms.com and are available for inspection at the Registered Office of the Company.

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• (vii) There are no winding up proceedings or any petitions admitted under the Insolvency and Bankruptcy Code, 2016 against the Transferee Company as of date.

• (viii) No investigation proceedings are pending or are likely to be pending under the provisions of Chapter XIV of the Companies Act, 2013 against the Transferee Company as of date.

• (ix) The details of Promoters and Directors of the Company as on December 31, 2024 along with their addresses are mentioned herein below:

Promoter / promoter group details	Promoter / promoter group details	Promoter / promoter group details
Name	Category	Address
Mr. Jeetendra Amarnath Kapoor	Promoter	Plot No. 26, Greater Bombay CHS, Gulmohar Cross Road No. 5, Juhu, J.V.P.D. Scheme, Mumbai 400049
Mrs. Shobha Ravi Kapoor	Promoter	Plot No. 26, Greater Bombay CHS, Gulmohar Cross Road No. 5, Juhu, J.V.P.D. Scheme, Mumbai 400049
Ms. Ekta Ravi Kapoor	Promoter	Plot No. 26, Greater Bombay CHS, Gulmohar Cross Road No. 5, Juhu, J.V.P.D. Scheme, Mumbai 400049
Mr. Tusshar Kapoor	Promoter	Plot No. 26, Greater Bombay CHS, Gulmohar Cross Road No. 5, Juhu, J.V.P.D. Scheme, Mumbai 400049

	Details of Directors	Details of Directors
Name	DIN	Category	Address
Mr. Jeetendra Amarnath Kapoor	00005345	Non Executive Director	Plot No. 26, Greater Bombay CHS, Gulmohar Cross Road No. 5, Juhu, J.V.P.D. Scheme, Mumbai 400049
Mrs. Shobha Ravi Kapoor	00005124	Managing Director	Plot No. 26, Greater Bombay CHS, Gulmohar Cross Road No. 5, Juhu, J.V.P.D. Scheme, Mumbai 400049
Ms. Ekta Ravi Kapoor	00005093	Joint Managing Director	Plot No. 26, Greater Bombay CHS, Gulmohar Cross Road No. 5, Juhu, J.V.P.D. Scheme, Mumbai

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	Details of Directors	Details of Directors
Name	DIN	Category	Address
			400049
Ms. Jyoti Deshpande	02303283	Non Executive Director	Kalpataru Sparkle, 11thFloor,
			113, Tower C MIG 2, CHS
			TS No. 646 Pt, Bandra East,
			near MIG Club House,
			Mumbai- 400051
Ms. Priyanka Chaudhary	06520285	Non Executive Director	A-63, Kalpataru Sparkle, near MIG Club House, Bandra East, Mumbai 400051
Mr. Arun Kumar Purwar	00026383	Independent Director	C-2303/4, Floor-23, Ashok
			Tower, Dr. SS Rao Road,
			Parel Mumbai 400012
Dr. Archana Niranjan Hingorani	00028037	Independent Director	701, 7thFloor, Orchid Breeze,
			16thRoad, Khar, Mumbai
			400052
Mr. Ashutosh Khanna	03153990	Independent Director	Flat No. 1402, Tower No B4,
			The World Spa West, Sector
			30, Gurgaon – 122001
Mr. Rohit Rajkumar Jain	01684970	Independent Director	1602, Avalon, Raheja
			Acropolis 1, Deonar,
			Mumbai-400088
Mr. Avijit Mukerji	03534116	Independent Director	Flat No. 1101, Tower 7, Tata
			Primanti, Sector 72, Gurgoan
			-122101, Haryana

B. Particulars of the First Transferor Company (ALT Digital Media Entertainment Limited)

• (i) ALT Digital Media Entertainment Limited is an unlisted public company incorporated on July 1, 2015, under the provisions of Companies Act, 2013 vide Corporate Identity Number U74999MH2015PLC266206. The Registered Office of the First Transferor Company is situated at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri-West, Mumbai - 400053 in the state of Maharashtra. Its Permanent Account Number with the Income Tax Department is AANCA5861H. The email address of the First Transferor Company is info@altt.co.in and the website is www.altt.co.in. Since incorporation, there has been no change in the Name or Registered Office of the First Transferor Company.

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• (ii) The main objects of the First Transferor Company are stated as under: <

1. To carry on the business of production, co-production, development, manufacture, acquisition, distribution and exhibition of graphics, designs, animation characters, animation graphics, mobile content, web content, 2D, 3D or latest available technology animation films, including but not limited to feature films, television serials and television films, short films, video films, promotional films, documentary films, music, home video, film magazines and such other products which may be integral to carrying on the activities of producers, coproducers, distributors, manufacturers, exhibitors, importers, exporters, right holders, licensees, licensors, sub licensors.

2. To carry on the business of entertainment and animation including to make, produce, direct, own, enact, dub, shoot, edit, manufacture, export, import, process, direct, organize, exhibit, deal, buy, sell, acquire, screen, dramatize, distribute, reproduce, give and take on hire, purchase, licence, advertise, broadcast through satellite or otherwise, display, commission, promote, present, telecast television films, video films, feature films, satellite films, cartoon films, advertisement films and campaigns, media films, sports films, web films, other animation and television programmes, serials, documentaries, cultural films, news and news capsules, to run maintain own TV channels, broad casting channels and informative electronic channels/films, interviews, discussions, entertainment programmes, plays, skits, recitals, screen, dramas, cultural shows, music recitals, dances and other live shows of any kind, either silent or talkies for private, commercial or public usage.

3. To carry on the business of related services including but not limited to 3D graphics, character animation, models and logos, web site design, multimedia design, development, e-commerce, motion graphics, 3D animation, rich media, custom audio production, search engine optimization (SEO), print, photography, video production and DVD production, motion graphics/animation for broadcast, film and commercials as well as interactive website, online games, mobile illustration, brand identity, digital content development and print/ web advertising.

4. To set up a web site offering information on web opportunities to Indian and foreign clients, to sell, market, serve internet advertising and to create an online advertising network; to provide any of the aforesaid services solely or through strategic alliances; to generally engage in business of development and promotion of advertising and communication industry and; to provide such

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facilities to Indian and foreign clients as may be incidental or necessary for the accomplishment of above objects.

5. To carry on the business of designing, developing, producing, acquiring, marketing, distributing, selling, importing, exporting or otherwise disposing, dubbing, editing and packaging of software for any media in vogue including television software programs, radio software programs, motion picture programs, programs for internet, corporate film and advertisement programs and in-flight video programs and to establish or acquire by whatever means, studios and post production facilities in connection with any of the foregoing, including renting out of all or any portion thereof and to purchase and/or resell airtime on any broadcast facility.

6. To establish links via satellites, downlink and uplink (through TVRO's or reception systems for transmission of signals) including transmission of signals whether encrypted or otherwise, through any medium, for the purpose of distribution of programs capable of being received and/or displayed as visual images, sound programs or programs being a combination of visual images and sound, for being broadcasted and/or telecasted on television, radio, internet and any other media in vogue.

• =

• (iii) Since incorporation, there has been no change in the main object clause of the First Transferor Company.

• (iv) The First Transferor Company is an unlisted public limited company and is engaged in the business of production of movies and web-series, and telecasting / broadcasting the same through a subscription-based video on demand (SVOD) over the top (OTT) platform operated under the name <ALTT=. The First Transferor Company is also engaged in the B2B business of providing content creation services to third-parties.

• (v) The authorized, subscribed, and paid-up share capital of the First Transferor Company as on December 31, 2024 was as under:

	Share Capital	Amount (in INR)
	Authorized Share Capital
	1,00,00,00,000 Equity Shares of INR 10/- each	10,00,00,00,000
	2,00,000 Preference Shares of INR 10/- each	20,00,000
	Total	10,00,20,00,000
	Issued, Subscribed and Paid-up Share Capital

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Share Capital	Amount (in INR)
69,46,45,893 Equity Shares of INR 10/- each, fully paid-up	6,94,64,58,930
Total	6,94,64,58,930

• (vi) The audited financial statements of the First Transferor Company for the period ended March 31, 2024, are annexed as Annexure 4 and unaudited financial statements for the half-year ending September 30, 2024 is enclosed as Annexure 5 to this Notice. The same are also for inspection at the Registered Office of the First Transferor Company.

• (vii) There are no winding up proceedings or any petitions admitted under the Insolvency and Bankruptcy Code, 2016 against the First Transferor Company as of date.

• (viii) No investigation proceedings are pending or are likely to be pending under the provisions of Chapter XIV of the Companies Act, 2013 against the First Transferor Company as of date.

• (ix) The details of Promoters and Directors of the First Transferor Company as on December 31, 2024 along with their addresses are mentioned herein below:

Promoter / promoter group details	Promoter / promoter group details	Promoter / promoter group details
Name	Category	Address
Balaji Telefilms Limited	Promoter	C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri- West, Mumbai – 400 053.

	Details of Directors	Details of Directors
Name	DIN	Category	Address
Mr. Ramesh Gopal Sippy	00652881	Non Executive Director	61/62, Infinity Towers, Narayan Dhabolkar Road, Off Napean Sea Road, Mumbai 400006
Mr. Duraiswamy Gunaseela Rajan	00303060	Independent Director	New No. 110 Old No. 77, Chamiers Road, R A Puram Raja Annamalaipuram Chennai 600028

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	Details of Directors	Details of Directors
Name	DIN	Category	Address
Mr. Devender Kumar Vasal	06858991	Independent Director	611-612, C-Wing, Aster Building, Dosti Acres, Near Antop Hill Bus Stop Wadala (East), Mumbai-400037
Mr. Ashutosh Khanna	03153990	Independent Director	Flat No. 1402, Tower No B4, The World Spa West, Sector 30, Gurgaon – 122001

C. Particulars of the Second Transferor Company (Marinating Films Private Limited)

• (i) Marinating Films Private Limited is a private company incorporated on August 16, 2011, under the provisions of Companies Act, 2013 vide Corporate Identity Number U74120MH2011PTC220971. The Second Transferor Company is a wholly owned subsidiary of the Transferee Company. The Registered Office of the Second Transferor Company is situated at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri-West, Mumbai - 400053 in the state of Maharashtra. Its Permanent Account Number with the Income Tax Department is AAHCM3706B. The email address of the Second Transferor Company is investor@balajitelefilms.com and the website is https://www.balajitelefilms.com/marinating.php. During the last 5 years, there has been no change in the Name or Registered Office of the Second Transferor Company.

• (ii) The main objects of the Second Transferor Company are stated as under:

• <

1. To deal in production house for producing Hindi and Regional Films and Television serial, Event Management, Advertising Agency, Model co-ordination etc.

2. To Carry on the business as producers, line producers, co-producers, distributors or exhibitors of all kinds of cinematographic films, AD Films, Audio Visual, television serials, documentary films or music -video, Music Albums, Audio Video Softwares, Model and Artist Co-Ordination, Stage Concerts or cultural activities, stage shows or any other business relates to media industry. =

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• (iii) Since incorporation, there has been no change in the main object clause of the Second Transferor Company.

• (iv) The Second Transferor Company is incorporated with an object of engaging in the business of production of reality shows, web-series and organizing events.

• (v) The authorized, subscribed, and paid-up share capital of the Second Transferor Company as on December 31, 2024 was as under:

	Share Capital	Amount (in INR)
	Authorized Share Capital
	1,05,50,000 Equity Shares of INR 10/- each	10,55,00,000
	44,50,000 Redeemable Preference Shares of INR 10/- each	4,45,00,000
	Total	15,00,00,000
	Issued, Subscribed and Paid-up Share Capital
	44,60,000 Equity Shares of INR 10/- each, fully paid-up	4,46,00,000
	Total	4,46,00,000

• (vi) The audited financial statements of the Second Transferor Company for the period ended March 31, 2024, are annexed as Annexure 6 and unaudited financial statements for the halfyear period ending September 30, 2024 is enclosed as Annexure 7 to this Notice. The same are also for inspection at the Registered Office of the Second Transferor Company.

• (vii) There are no winding up proceedings or any petitions admitted under the Insolvency and Bankruptcy Code, 2016 against the Second Transferor Company as of date.

• (viii) No investigation proceedings are pending or are likely to be pending under the provisions of Chapter XIV of the Companies Act, 2013 against the Second Transferor Company as of date.

• (ix) The details of Promoters and Directors of the Second Transferor Company as on December 31, 2024 along with their addresses are mentioned herein below:

Promoter / promoter group details	Promoter / promoter group details	Promoter / promoter group details
Name	Category	Address
Balaji Telefilms Limited	Promoter	C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri- West, Mumbai – 400 053.

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	Details of Directors	Details of Directors
Name	DIN	Category	Address
Mr. Devender Kumar Vasal	06858991	Non Executive Director	611-612, C-Wing, Aster Building, Dosti Acres, Near Antop Hill Bus Stop Wadala (East), Mumbai- 400037
Ms. Ekta Ravi Kapoor	00005093	Non Executive Director	Plot No. 26, Greater Bombay CHS, Gulmohar Cross Road No. 5, Juhu, J.V.P.D. Scheme, Mumbai 400049
Mrs. Shobha Ravi Kapoor	00005124	Non Executive Director	Plot No. 26, Greater Bombay CHS, Gulmohar Cross Road No. 5, Juhu, J.V.P.D. Scheme, Mumbai 400049

VII. SALIENT FEATURES OF THE SCHEME

The salient features of the Scheme are, inter-alia, as stated below. The capitalized terms used herein shall have the same meaning as ascribed to them in Part A of the Scheme:

• A. The Scheme inter-alia provides for the following:

• (i) Reorganization of reserves and reduction of equity share capital of the First Transferor Company;

• (ii) The amalgamation of the Transferor Companies with Transferee Company on a going concern basis and consequent dissolution of the Transferor Companies without winding up;

• (iii) Reorganization of reserves and adjustment of retained earnings of the Transferee Company post amalgamation;

• (iv) Various other matters consequential, supplemental and / or otherwise integrally connected therewith.

• B. The 8Appointed Date9 of the Scheme means April 1, 2024 or such other date as may be determined by the appropriate authority.

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• C. The Scheme, as may be approved or imposed or directed by the Tribunal shall become effective from the Appointed Date but shall be operative from the Effective Date.

• D. Upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company to the shareholders of the First Transferor Company and the Second Transferor Company. All equity shares of the First Transferor and the Second Transferor Company held by the Transferee Company along with its nominees, shall stand cancelled without any further application, act, instrument or deed and be of no effect without any necessity of them being surrendered.

• E. Upon the Scheme becoming effective, the compulsorily convertible debentures issued by the Second Transferor Company to the Transferee Company shall stand cancelled, and the investment in said compulsorily convertible debentures as appearing in the books of account of the Transferee Company shall also stand cancelled, and there shall be no further obligation in that behalf

VIII. RELATIONSHIP SUBSISTING BETWEEN PARTIES TO THE SCHEME

The Transferee Company along with its nominees holds 100% of the issued, subscribed and paid-up equity share capital of the First Transferor Company and the Second Transferor Company. The First Transferor Company and the Second Transferor Company are wholly owned subsidiaries of the Transferee Company.

IX. BOARD APPROVALS

• A. The Board of Directors of the Transferee Company at its Board Meeting held on May 30, 2024, by resolution annexed hereto as Annexure 8 passed unanimously approved the Scheme, as detailed below:

Name of Director	Vote in favour/ against/ did not participate in
	vote
Mr. Jeetendra Amarnath Kapoor	In favour
Mrs. Shobha Ravi Kapoor	In favour
Ms. Priyanka Chaudhary	In favour
Mr. Arun Kumar Purwar	In favour
Dr. Archana Niranjan Hingorani	In favour
Mr. Rohit Rajkumar Jain	In favour
Mr. Avijit Mukerji	In favour
Mr. Ashutosh Khanna	In favour

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• B. The Board of Directors of the First Transferor Company at its Board Meeting held on May 30, 2024, by resolution passed annexed hereto as Annexure 9 unanimously approved the Scheme, as detailed below:

Name of Director	Vote in favour/ against/ did not participate in vote
Mr. Ramesh Gopal Sippy	In favour
Mr. Duraiswamy Gunaseela Rajan	In favour
Mr. Devender Kumar Vasal	In favour
Mr. Ashutosh Khanna	In favour

• C. The Board of Directors of the Second Transferor Company at its Board Meeting held on May 30, 2024, by resolution passed annexed hereto as Annexure 10 unanimously approved the Scheme, as detailed below:

Name of Director	Vote in favour/ against/ did not participate in vote
Mr. Devender Kumar Vasal	In favour
Mr. Ekta Kapoor Ravi	In favour
Mrs. Shobha Ravi Kapoor	In favour

X. INTEREST OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMPs) AND THEIR RELATIVES

• A. None of the Directors, KMPs of the Transferee Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Transferee Company, if any, or to the extent the said KMPs / Directors are the partners, directors, members of the companies, firms, association of persons, body corporates and/ or beneficiary of the trust that holds shares in the Transferee Company, as applicable. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme. The Transferee Company has not issued any debentures and hence, does not have Debenture Trustee.

• B. None of the Directors, KMPs of the First Transferor Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the First Transferor Company, if any, or to the extent the said KMPs / Directors are the partners, directors, members of the companies, firms, association of persons, body corporates and/ or beneficiary of the trust that holds shares in the First Transferor Company, as applicable. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme. The First Transferor Company has not issued any debentures and hence, does not have Debenture Trustee.

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• C. None of the Directors, KMPs of the Second Transferor Company and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of their shareholding in the Second Transferor Company, if any, or to the extent the said KMPs / Directors are the partners, directors, members of the companies, firms, association of persons, body corporates and/ or beneficiary of the trust that holds shares in the Second Transferor Company, as applicable. Save as aforesaid, none of the said Directors or the KMPs or their respective relatives have any material interest in the Scheme. The Second Transferor Company has issued compulsorily convertible debentures to the Transferee Company.

XI. EFFECT OF THE SCHEME ON STAKEHOLDERS

The effect of the Scheme on various stakeholders is summarised below:

A. Shareholders (Promoter and Non-Promoter Shareholders)

The effect of the Scheme on the shareholders (promoter and non-promoter shareholders) of the Transferee Company, the First Transferor Company and the Second Transferor Company are annexed in the attached reports i.e., Annexure 8 , Annexure 9 and Annexure 10 , respectively, adopted by the respective Board of Directors of the Transferee Company, the First Transferor Company and the Second Transferor Company, at their meeting held on May 30, 2024, pursuant to the provisions of Section 232(2)(c) of the Act.

B. KMPs and Directors

• (i) The KMPs and Directors of the Transferee Company shall continue to act as the KMPs and Directors of the Company after the effectiveness of the Scheme.

• (ii) The KMPs and Directors of the First Transferor Company shall cease to be the Directors and KMPs as the First Transferor Company shall cease to exist after the effectiveness of the Scheme.

• (iii) The KMPs and Directors of the Second Transferor Company shall cease to be the Directors and KMPs as the Second Transferor Company shall cease to exist after the effectiveness of the Scheme.

• (iv) It is clarified that the composition of the Board of Directors of the companies may change by appointments, retirements or resignations or to ensure compliance of the provisions of the Act, SEBI Listing Regulations and Memorandum and Articles of Association of such companies but the Scheme itself does not affect the office of Directors of such companies.

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C. Employees

Under the Scheme, no rights of the staff and employees of the Transferee Company, the First Transferor Company and Second Transferor Company are being affected. The services of the staff and employees of all the Companies shall continue on the same terms and conditions prior to the proposed Scheme in case of transfer of employees as part of the Scheme. Further, under the Scheme, there is no arrangement with the staff or employees of the First Transferor Company or the Second Transferor Company. Therefore, under the Scheme, no rights of the staff and employees of the First Transferor Company or Second Transferor Company are being affected.

D. Creditors

• (i) Pursuant to the Scheme, all creditors (secured or unsecured) forming part of the First Transferor Company and the Second Transferor Company will become creditors (secured or unsecured) of the Transferee Company, along with the assets on which charge is created in favor of Secured Creditors. The assets of the Transferee Company, after coming into effect of this Scheme, shall be sufficient to discharge liabilities of First Transferor Company and Second Transferor Company. The Transferee Company shall discharge the creditors in normal course of business.

• (ii) Under the Scheme, there is no arrangement with the creditors (secured or unsecured) of the Transferee Company, the First Transferor Company and the Second Transferor Company. No compromise is offered under the Scheme to any of the creditors of the companies.

• (iii) The liability of the creditors of the Transferee Company, the First Transferor Company and the Second Transferor Company, under the Scheme, is neither being reduced nor being extinguished.

• (iv) Accordingly, the creditors of the Transferee Company, the First Transferor Company and the Second Transferor Company would not be prejudiced in any manner as a result of the Scheme being sanctioned.

XII. NO INVESTIGATION PROCEEDINGS

There are no proceedings pending under section 210 to 227 of the Act against the Transferee Company, the First Transferor Company and the Second Transferor Company.

XIII. AMOUNTS DUE TO CREDITORS

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The amount due to secured creditors by the respective Companies, as on September 30, 2024 is as follows:

Sr. No.	Particulars	Amounts (in INR)
1	Balaji Telefilms Limited	1,64,63,646
2	ALT Digital Media Entertainment Limited	Nil
3	Marinating Films Private Limited	Nil

The amount due to unsecured creditors by the respective companies, as on September 30, 2024 is as follows:

Sr. No.	Particulars	Amounts (in INR)
1	Balaji Telefilms Limited	98,92,25,922
2	ALT Digital Media Entertainment Limited	1,82,46,80,571
3	Marinating Films Private Limited	4,87,46,670

XIV. DETAILS OF SHARE CAPITAL / DEBT RESTRUCTURING, IF ANY

• A. Upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company to the shareholders of the First Transferor Company and the Second Transferor Company.

• B. On the Scheme becoming effective, the equity shares of the First Transferor and the Second Transferor Company held by the Transferee Company along with its nominees, shall stand cancelled without any further application, act, instrument or deed and be of no effect without any necessity of them being surrendered.

• C. On the Scheme becoming effective, the compulsorily convertible debentures issued by the Second Transferor Company to the Transferee Company shall stand cancelled, and the investment in said compulsorily convertible debentures as appearing in the books of account of the Transferee Company shall also stand cancelled, and there shall be no further obligation in that behalf

• D. The Scheme does not involve any debt restructuring and therefore the requirement to disclose details of debt restructuring is not applicable.

XV. VALUATION REPORT

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• A. The First Transferor Company and Second Transferor Company are wholly owned subsidiaries of the Transferee Company. The Scheme of Arrangement involves an internal reorganization of reserves and reduction of share capital of First Transferor Company, amalgamation of the First Transferor Company and Second Transferor Company with the Transferee Company, and postamalgamation reorganization of reserves of the Transferee Company.

• B. The Composite Scheme of Arrangement does not involve any fresh issue of shares or payment of consideration to any of the shareholders. Consequently, post coming into effect of the Scheme, there shall be no change in the shareholding pattern of the Transferee Company. Thus, there is no requirement to obtain a valuation report from a registered valuer by virtue of Para (A)(4)(b) of Part I of SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023. Thus, there is also no requirement to obtain fairness opinion from independent SEBI registered merchant banker in respect of the valuations of the assets/ shares done by the valuer.

XVI. INFORMATION PERTAINING TO UNLISTED COMPANIES INVOLVED IN THE SCHEME IN THE FORMAT SPECIFIED FOR ABRIDGED PROSPECTUS

Information pertaining to the unlisted companies involved in the Scheme, i.e. the First Transferor Company and the Second Transferor Company in the format specified for abridged prospectus as provided in SEBI Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 read with Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent applicable, and pursuant to Annexure II of the SEBI Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 along with certificates issued by a SEBI Registered Merchant Banker certifying the adequacy of disclosures are annexed as Annexure 11 and Annexure 12 .

XVII. SHAREHOLDING PATTERN

A. The pre/ post-scheme shareholding pattern of the parties to the Scheme:

(i) First Transferor Company

The pre & post scheme shareholding pattern of the First Transferor Company as on April 01, 2024 is as follows:

Shareholding pattern	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme
Category	No. of Shares	% of Holding	No. of Shares	% of Holding
Promoter	69,46,45,893	100%	--	--
Public	--	--	--	--

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Total 69,46,45,893 100% -- --

(ii) Second Transferor Company

The pre & post scheme shareholding pattern of the Second Transferor Company as on April

01, 2024 is as follows:

Shareholding pattern	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme
Category	No. of Shares	% of Holding	No. of Shares	% of Holding
Promoter	44,60,000	100%	--	--
Public	--	--	--	--
Total	44,60,000	100%	--	--

(iii) Transferee Company

The pre & post scheme shareholding pattern of the Transferee Company as on April 01, 2024 is as follows:

Shareholding pattern	Pre-Scheme	Pre-Scheme	Post-Scheme	Post-Scheme
Category	No. of Shares	% of Holding	No. of Shares	% of Holding
Promoter	3,47,32,876	34.21%	3,47,32,876	34.21%
Public	6,67,96,092	65.79%	6,67,96,092	65.79%
Total	10,15,28,968	100%	10,15,28,968	100%

XVIII. AUDITORS CERTIFICATE ON CONFORMITY OF ACCOUNTING TREATMENT IN THE

SCHEME WITH ACCOUNTING STANDARDS, AND RELEVANT SECTIONS OF COMPANIES ACT

The respective Statutory Auditors of the First Transferor Company (for reorganization of reserves and reduction of share capital of the First Transferor Company) and the Transferee Company (for amalgamation of the Transferor Companies with the Transferee Company and for reorganization of reserves of the Transferee Company) have confirmed that the accounting treatment in the Scheme is in conformity with the Companies (Indian Accounting Standards) Rules, 2015, notified under Section 133 of the Companies Act, 2013 and other Generally Accepted Accounting Principles in India. The Certificate of Statutory Auditor certifying the accounting treatment for the Transferee Company and the First Transferor Company are annexed as Annexure 13 and Annexure 14 .

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XIX. BRIEF HISTORY AND DETAILS OF ASSETS AND LIABILITIES OF TRANSFEROR COMPANIES TRANSFERRED TO THE TRANSFEREE COMPANY AND POST-MERGER BALANCE SHEET OF THE TRANSFEREE COMPANY

Brief History of First Transferor Company

ALT Digital Media Entertainment Limited is a multi-device subscription video-on-demand (SVOD) platform, that offers cutting-edge, original Indian content across genres. Its diverse library includes shows across genres and languages. Within a short time of its launch in 2017, it has amassed huge number of web users and is available in several countries. ALT Digital has emerged as a cornerstone of growth strategy in the digital entertainment space, driving innovation and audience engagement across diverse genres. Across the years, ALT Digital has achieved significant milestones, focusing on expanding content portfolio and strengthening digital footprint

With a growing global presence, ALT Digital Media Entertainment Limited is Balaji Telefilms foray into the digital B2C entertainment category.

Brief History of Second Transferor Company

Marinating Films Private Limited (MFPL) was incorporated on August 16, 2011 under the Companies Act, 1956 and is in the business of event management relating to film and television industry. In October 2014, Balaji Telefilms Limited acquired a majority stake in Marinating Films to create intellectual property rights for TV in Box Cricket League (BCL), The Indian Telly Calender (ITC) and Indian Television Style Awards (TSA).

Details of assets and liabilities of the Transferor Companies:

The indicative details of the assets and liabilities of the Transferor Companies which would be transferred to the Transferee Company as on March 31, 2024 are provided below:

ALT Digital Media Entertainment Limited (8First Transferor Company9)

	Particulars	As on March 31, 2024 (Amounts in INR Lakhs)
**A. **	Assets
	Property, plant and equipment	47.73
	Financial assets – Investments	775.38
	Non-current tax asset	70.93
	Other non-current assets	9,166.78
	Inventories	3,061.33

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Particulars	Particulars	As on March 31, 2024 (Amounts in INR Lakhs)
Investments		1,947.96
Trade receivables		2,358.21
Cash and cash equivalents		33.70
Other financial assets		22.67
Other current assets		7,034.28
Total A		24,518.97
**B. **	Equity and Liabilities
	Equity Share Capital	69,464.59
	Other equity	(61,691.65)
	Provisions	1.66
	Borrowings	10,297.20
	Trade payables to related parties	1,811.29
	Total outstanding dues of micro enterprises and small enterprises	99.70
	Total outstanding dues to creditors other than micro enterprises and small enterprises above	2,387.00
	Other current liabilities	2,148.60
	Provisions	0.58
Total B		24,518.97
Net-worth of the First Transferor Company as on March 31, 2024		7,772.94

Marinating Films Private Limited (8Second Transferor Company9)

	Particulars	As on March 31, 2024 (Amounts in INR Lakhs)
**A. **	Assets
	Non-current tax asset	31.81
	Investments	121.84
	Trade receivables	48.68
	Cash and cash equivalents	3.99
	Other current assets	102.01
Total A		308.33
**B. **	Equity and Liabilities
	Equity Share Capital	446.00
	Instrument entirely equity in nature	325.00
	Other Equity	(626.65)
	Total outstanding dues to creditors other than micro enterprises and small enterprises above	2.04

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Particulars	As on March 31, 2024 (Amounts in INR Lakhs)
Other current liabilities	161.18
Current tax liabilities (net)	0.76
Total B	308.33
Net-worth of the Second Transferor Company as on March 31, 2024	144.35

Post-merger balance sheet of the Transferee Company:

The indicative post-merger balance sheet of the Transferee Company as on the appointed date i.e., April 01, 2024 is annexed hereto as Annexure 15 .

XX. DETAILS OF NET-WORTH OF FIRST TRANSFEROR COMPANY, SECOND TRANSFEROR COMPANY AND THE TRANSFEREE COMPANY PRE AND POST ARRANGEMENT

A summary showing the details of net-worth of First Transferor Company, Second Transferor Company and the Transferee Company pre and post arrangement is as below. Details of the same certified by a practicing chartered accountant for the period ended March 31, 2024 and as on April 1, 2024 are annexed hereto as Annexure 16 .

Sr. No.	Particulars	Pre-Scheme Net- Worth (in INR lakhs)	Post-Scheme Net-Worth (in INR lakhs)
1	First Transferor Company	7,772.94	Not Applicable, as the First Transferor Company will cease to exist as legal entity upon coming into effect of the Scheme
2	Second Transferor Company	144.35	Not Applicable, as the Second Transferor Company will cease to exist as legal entity upon coming into effect of the Scheme
3	Transferee Company	1,17,209.98	44,031.32

XXI. CAPITAL BUILT-UP OF FIRST TRANSFEROR COMPANY AND SECOND TRANSFEROR COMPANY SINCE INCORPORATION AND LAST 3 YEARS SHAREHOLDING PATTERN FILED BY FIRST TRANSFEROR COMPANY AND SECOND TRANSFEROR COMPANY WITH ROC

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• A. The capital built-up of First Transferor Company and Second Transferor Company and the Transferee Company, since incorporation certified by a practicing chartered accountant are annexed hereto as Annexure 17 .

• B. The shareholding pattern filed by First Transferor Company for financial year 2021-22, 2022-23 and 2023-24 with ROC are annexed hereto as Annexure 18, Annexure 19, Annexure 20 respectively .

• C. The shareholding pattern filed by Second Transferor Company for financial year 2021-22, 2022-23 and 2023-24 with ROC are annexed hereto as Annexure 21, Annexure 22, and Annexure 23 respectively .

XXII. DETAILS OF LOSSES OF FIRST TRANSFEROR COMPANY AND SECOND TRANSFEROR COMPANY AND REASON FOR SUCH HUGE LOSSES IN FIRST TRANSFEROR COMPANY

• A. A summary showing the details of losses of First Transferor Company and Second Transferor Company as per the audited financial statements as on March 31, 2024 is as below. The said details certified by a practicing chartered accountant are annexed hereto as Annexure 24 .

Sr. No.	Particulars	Accumulated losses as on March 31, 2024 (in INR lakhs)
1	First Transferor Company	71,784.53
2	Second Transferor Company	626.65

• B. The detailed reasons for accumulated losses over the years in First Transferor Company are as follows:

• The First Transferor Company is a wholly owned subsidiary of Transferee Company.

• The Transferee Company has been an industry leader in the business of production of movies and television content. The idea for starting of the business of First Transferor Company was to venture into the new-age media business of telecasting/ broadcasting the content through a subscription-based video on demand (SVOD) over the top (OTT) platform, which is operated under the name 8ALTT9 (earlier 8Alt Balaji9).

• The OTT business carried on by First Transferor Company has very high competition, and is dominated by large players in the industry who operate globally such as Netflix, Amazon Prime, Disney etc.

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• The First Transferor Company has incurred losses over the years mainly due to following reasons:

• Lower subscription price due to high competition

• High marketing expenses to capture market share and increase the number of users on the platform

• High cost of production of content

• Separately, it may be noted that First Transferor Company is a wholly owned subsidiary of Transferee Company. The effect of losses of First Transferor Company has already been considered in consolidated financial statements of the Transferee Company, and the management believes that the same is also suitably reflected in the market price of equity shares of Transferee Company. Accordingly, the management believes that the proposed Scheme ought not to have any adverse impact on the shareholders or any other stakeholders, as it is in the nature of internal restructuring between the holding company and its wholly owned subsidiaries.

XXIII. REASON FOR ADJUSTING ACCUMULATED LOSSES AGAINST SECURITIES PREMIUM ACCOUNT AND EQUITY SHARE CAPITAL IN FIRST TRANSFEROR COMPANY AND TRANSFEREE COMPANY.

Reasons for adjusting accumulated losses against securities premium account and equity share capital in First Transferor Company as per Part II of the Scheme

• Clause 5 of Part II of the Scheme envisages an adjustment of accumulated losses as per books of accounts of First Transferor Company with securities premium reserve and paid-up equity share capital of First Transferor Company. The clause 6 of the Scheme prescribes the accounting treatment in respect of the same.

• The First Transferor Company is a wholly owned subsidiary of the Transferee Company. The First Transferor Company has accumulated losses in its books of accounts.

• The management intends to right-size the books of accounts of the First Transferor Company so that its books of accounts give a true and fair picture of its financial position, prior to giving effect of the amalgamation. Accordingly, pursuant to Part II of the Scheme, the accumulated losses as per books of accounts of the First Transferor Company shall be adjusted with securities premium and paid-up equity share capital appearing in the books of accounts of the First Transferor Company. This shall ensure that the true financial position of the First Transferor Company shall be reflected in its financial statements before the amalgamation.

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• The aforesaid adjustment is merely an inter-se adjustment under the head of 8Shareholders Fund9 in the books of accounts of the First Transferor Company. The same shall not have any effect on the value of assets of the First Transferor Company or the Transferee Company, and shall also not have any effect on the shareholding of the promoters or public shareholders.

Reasons for adjusting retained earnings against securities premium account and equity share capital in Transferee Company

• The Scheme does not involve any adjustment of retained earnings against securities premium account and equity share capital in Transferee Company.

• XXIV. DETAILS OF ADJUSTMENT OF AMALGAMATION ADJUSTMENT DEFICIT ACCOUNT AGAINST SECURITIES PREMIUM RESERVE AND RETAINED EARNINGS IN TRANSFEREE COMPANY AND REASONS FOR THE SAME

Details of adjustment of amalgamation adjustment deficit account against securities premium reserve and retained earnings in Transferee Company as per Part V of the Scheme

• A summary showing the details of adjustment of amalgamation adjustment deficit account with securities premium, and retained earnings, as envisaged in para 13 of the Scheme is as below. A detailed calculation is respect of the same is annexed hereto as Annexure 25 .

Particulars	Securities premium	Retained earnings	Amalgamation Adjustment Deficit Account
Balances after giving effect to Part II, Part III, and Part IV of the Scheme	69,393.52	38,963.47	(72,362.52)
Adjustment of amalgamation adjustment deficit account of Transferee Company against securities premium as per para 14.1(a)	(69,393.52)	-	69,393.52
Adjustment of balance amalgamation adjustment deficit account of Transferee Company against retained earnings as per para 14.1(b)	-	(2,969.00)	2,969.00
Balance after giving effect to accounting treatment in para 14, Part V of the Scheme	Nil	35,994.47	Nil

Reasons for adjusting amalgamation adjustment deficit account against securities premium reserve and retained earnings in Transferee Company as per Part V of the Scheme

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• Upon giving effect to the amalgamation of the First Transferor Company and Second Transferor Company, an Amalgamation Adjustment Deficit Account is likely to arise in the books of accounts of the Transferee Company. This deficit shall represent the difference between the book value of shares of the respective subsidiaries and the value of net-assets transferred to the Transferee Company pursuant to the demerger. Thus, the Amalgamation Adjustment Deficit Account essentially represents the accumulated losses of the subsidiaries (viz. the Transferor Companies). It is submitted that these losses are already captured in the consolidated financial statements of the Transferee Company.

• The management wants to right-size the books of accounts of the Transferee Company, so that the financial statements give a true and fair picture of its financial position, and any notional negative reserves (such as Amalgamation Adjustment Deficit Account) should not appear in the financial statements for better presentation of the financial position of the Transferee Company. Accordingly, pursuant to Part V of the Scheme, the said deficit shall be first adjusted with securities premium to the extent of balance available in the securities premium, and then with the retained earnings of the Transferee Company. This shall ensure that the true financial position of the Transferee Company shall be reflected in its financial statements.

• The aforesaid adjustment is merely an inter-se adjustment under the head of 8Other Equity9 in the books of accounts of the Transferee Company. The same shall not have any effect on the value of assets, and shall also not have any effect on the shareholding of public shareholders. Further, the Scheme shall not impact any shareholders of the Company, as it does not involve any reduction of shares of the Company.

• Part V of the Scheme only involves inter-se adjustment between the category of Reserves and Surplus presented under the head of 8Other Equity9, which require approval from NCLT as per Sections 230 read with section 52 and section 66 of the Companies Act, 2013, and are hence a part of the Scheme. In order to avoid the time and cost involved in pursuing a separate process before the NCLT in respect of the above adjustment, the same is being included as a separate Part (viz. Part V) of the same Scheme. Further, as per proviso to Section 230(12) of the Act, the provisions of Section 66 shall not apply to reduction of share capital undertaken under the Scheme. Accordingly, the orders of the NCLT sanctioning the Scheme under Section 230-232 of the Act 2013 shall be deemed to be an order under Section 66 of the Act confirming the reduction and no separate sanction under Section 66 read with Section 52 of the Act will be necessary.

The accounting treatment specified in clause 6, clause 9, clause 12 and clause 14 of the Scheme, including treatment of reserves of the First Transferor Company and Transferee Company is in compliance with applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and generally accepted

51

accounting principles in India. The same has been certified by the respective Statutory Auditor of the companies involved in the Scheme. Copies of the certificate issued are enclosed herewith as Annexure 13 and Annexure 14 .

XXV. FINANCIAL IMPLICATION OF MERGER ON PROMOTERS, MINORITY SHAREHOLDERS AND THE COMPANY BOTH POSITIVE AND NEGATIVE

• The Scheme does not involve any fresh issue of shares or payment of consideration to any of the shareholders, as it is in the nature of restructuring between the holding company and its wholly owned subsidiaries. Thus, post coming into effect of the Scheme, there shall be no change in shareholding pattern of the Transferee Company, and the shareholding of promoters and public shareholders shall remain the same.

• In light of the above, there shall not be any financial implication of the Scheme on Promoters and on the Minority Shareholders. Their shareholding shall continue post coming into effect of the Scheme, in similar manner as was held immediately before coming into effect of the Scheme.

• Furthermore, the Scheme is likely to have various positive benefits. The said positive benefits are captured in detail in para (C) on page 3 and page 4 of the Scheme of Arrangement

XXVI. FUTURE GROWTH PROSPECTS FOR THE COMPANY DUE TO THE SCHEME (I.E. EXPANDING COMPANY'S OPERATIONS OR DIVERSIFYING COMPANY'S BUSINESS ETC.)

• The Transferor Companies are wholly owned subsidiaries of the Transferee Company. The Transferor Companies and the Transferee Company are engaged in similar line of businesses related to production and distribution of content (serials, movies etc.) on various platforms.

• The proposed scheme of merger would help in consolidation of the similar lines of business into a single entity. This shall ensure elimination of duplicate activities and the costs associated with the said activities. Furthermore, the merger shall also enable management focus and combined synergies for various projects. This shall result in greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value.

• The merger will result in enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources and other operational benefits such as optimizing

52

the resources at consolidated entity level to facilitate greater ability of the Transferee Company to raise financial resources for future expansion, simplification of group structure under common management; and Economies of scale, greater integration, flexibility and market reach for the amalgamated entity.

• The detailed benefits of the Scheme are captured in detail in para (C) on page 3 and page 4 of the Scheme of Arrangement.

XXVII. DETAILS OF LOSSES OF FIRST TRANSFEROR COMPANY AND SECOND TRANSFEROR COMPANY THAT WILL BE CARRIED INTO THE BOOKS OF TRANSFEREE COMPANY AND PRE AND POST EFFECT ON PROFITS OF TRANSFEREE COMPANY DUE TO LOSSES BEING CARRY FORWARDED TO TRANSFEREE COMPANY DUE TO MERGER.

The detailed working capturing the effects of accounting treatment envisaged in the Scheme, including accounting treatment of losses of First Transferor Company and Second Transferor Company that will be carried into the books of Transferee Company and pre and post effect on profits of Transferee Company due to losses being carry-forwarded to Transferee Company, pursuant to merger, is annexed hereto as Annexure 25 .

XXVIII. IMPACT OF ARRANGEMENT ON REVENUE GENERATING CAPACITY OF THE COMPANY

• A. The Transferor Companies and the Transferee Company are engaged in similar line of businesses related to production and distribution of contents on various platforms. The merger would enable management focus and combined synergies for various projects. The Combined entities shall enhance the revenue generating capacity of the Company

• B. The merger will provide a greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities.

XXIX. IMPACT OF ONGOING DISPUTE BETWEEN PROMOTERS OF THE COMPANY ON THE

SCHEME AND FUTURE PROSPECTS OF THE COMPANY, THE FIRST TRANSFEROR COMPANY AND THE SECOND TRANSFEROR COMPANY

There are no ongoing disputes between promoters of the Company, the First Transferor Company and the Second Transferor Company.

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XXX. APPROVALS AND INTIMATIONS IN RELATION TO THE SCHEME

• A. In terms of Regulation 37 of the SEBI Listing and Obligation Disclosure Regulations read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 (8SEBI Master Circular9), NSE and BSE, by its Observation Letters dated January 03, 2025 and January 02, 2025, have conveyed 8no adverse observations / no-objection9 on the Scheme. Copies of the said letter issued by NSE and BSE is annexed hereto as Annexure 26 and Annexure 27 . Further, in terms of the said SEBI Master Circular, the Company has not received any complaint relating to the Scheme and 8NIL9 complaints reports were filed by the Company with NSE and BSE, copy of which is annexed hereto as Annexure 28 and Annexure 29 . As per the requirements of above Observation Letters, details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken against the Company, its promoters and directors are annexed hereto as Annexure 30.

• B. Additional documents submitted with NSE as per Annexure M of the NSE Checklist along with the application filed under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for obtaining Observation Letter are annexed hereto as Annexure 31 .

• C. Additional documents submitted with BSE as per SN 37 to SN 59 of BSE Checklist along with the application filed under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for obtaining Observation Letter are annexed hereto as Annexure 32 .

• D. The First Transferor Company, Second Transferor Company and the Transferee Company are required to seek approvals / sanctions / observations from certain regulatory and governmental authorities for the Scheme such as the Registrar of Companies, Regional Director, Official Liquidator and other relevant authorities will obtain the same at the relevant time.

• E. The notice of the Meeting along with the copy of the Scheme in the prescribed form, will be served on all concerned authorities in terms of the Tribunal Order.

• F. All approvals as stated in Clause 26 (Scheme Conditional On Approvals/ Sanctions) of the Scheme, in order to give effect to the Scheme will be obtained. Additionally, the First Transferor Company, Second Transferor Company and the Transferee Company will obtain such approvals / sanctions / no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, as may be required.

XXXI. INSPECTION OF DOCUMENTS

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In addition to the documents annexed hereto, the electronic copy of following documents will be available for inspection in the investors section of the website of the Company at www.balajitelefilms.com:

• A. Audited financial statements of the Transferee Company for the year ended March 31, 2024;

• B. Audited financial statements of the First Transferor Company for the year ended March 31, 2024;

• C. Audited financial statements of the Second Transferor Company for the year ended March 31, 2024;

• D. Unaudited post-scheme financial statement of the Transferee Company as on April 01, 2024;

• E. Unaudited financial statements of the Transferee Company for the half year ended September 30 2024;

• F. Unaudited financial statements of the First Transferor Company for the half year ended September 30, 2024;

• G. Unaudited financial statements of the Second Transferor Company for the half year ended September 30, 2024;

• H. Copy of the Tribunal Order;

• I. Copy of the Scheme of Arrangement;

• J. Contracts or agreements material to the Scheme, if any

• K. Certificate of the Statutory Auditor of the First Transferor Company, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and other Generally Accepted Accounting Principles in India;

• L. Certificate of the Statutory Auditor of the Transferee Company, confirming that the accounting treatment prescribed under the Scheme is in compliance with Section 133 of the Act and other Generally Accepted Accounting Principles in India;

• M. Memorandum and Articles of Association of the Transferee Company, the First Transferor Company and the Second Transferor Company;

• N. Pre and Post Merger Capital Structure and Shareholding Pattern of the Transferee Company;

55

• O. Register of Director9s Shareholding;

• P. Observation letter dated January 03, 2025 issued by NSE;

• Q. Observation letter dated January 02, 2025 issued by BSE;

• R. Report of the Board of Directors of the Company, First Transferor Company and the Second Transferor Company pursuant to Section 232(2)(c) of the Act;

• S. Report of the Audit Committee and Committee of Independent Directors of the Company recommending the Scheme;

• T. Complaint report submitted by the Company to NSE;

• U. Complaint report submitted by the Company to BSE;

• V. All other documents displayed on the website of Transferee Company i.e., www.balajitelefilms.com in terms of the SEBI Master Circular;

• W. All other documents referred to or mentioned in the Statement to this Notice.

Based on the above and considering the rationale and benefits, in the opinion of the Board, the Scheme will be of advantage to, beneficial and in the interest of the Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable. The Board of Directors of the Company recommend the Scheme for approval of the Equity Shareholders.

Sd/-

Tannu Sharma Company Secretary and Compliance Officer Membership No.: ACS 30622

Date: March 24, 2025

Place: Mumbai

Regd. Office:

C-13, Balaji House, Dalia Industrial Estate, Opp. Laxmi Industries, New Link Road, Andheri (West), Mumbai - 400 053. CIN: L99999MH1994PLC082802

56

Email: investor@balajitelefilms.com

Website: www.balajitelefilms.com

57

Annexure 1

SCHEME OF ARRANGEMENT

BETWEEN

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED (‘FIRST TRANSFEROR COMPANY’)

AND

MARINATING FILMS PRIVATE LIMITED (‘SECOND TRANSFEROR COMPANY’)

AND BALAJI TELEFILMS LIMITED (‘TRANSFEREE COMPANY’)

AND

THEIR RESPECTIVE SHAREHOLDERS

UNDER SECTIONS 230 TO 232 READ WITH SECTION 52, SECTION 66 AND OTHER APPLICABLE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES AND REGULATIONS FRAMED THEREUNDER

(A) PREAMBLE

1. This Composite Scheme of Arrangement (‘ Scheme ’) is presented under Sections 230 to 232 read with Section 52, Section 66 and other applicable provisions of the Companies Act, 2013 and rules and regulations framed thereunder, and also read with Section 2(1B) and other applicable provisions of the Income-tax Act, 1961, for reorganization of reserves and reduction of share capital of ALT Digital Media Entertainment Limited (‘First Transferor Company’), amalgamation of First Transferor Company, Marinating Films Private Limited (‘Second Transferor Company’) (First Applicant Company and Second Applicant Company together referred to as the ‘Transferor Companies’ ) with Balaji Telefilms Limited (‘Transferee Company’) and their respective shareholders and post-amalgamation, reorganization of reserves and adjustment of retained earnings of Transferee Company.

2. The Transferor Companies and the Transferee Company are hereinafter collectively referred to as the "Companies".

3. This Scheme provides for the following:

4. a) Reorganization of reserves and reduction of equity share capital of the First Transferor Company;

5. b) The amalgamation of the Transferor Companies with Transferee Company on a going concern basis and consequent dissolution of the Transferor Companies without winding up;

Page 1 of 47

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• c) Reorganization of reserves and adjustment of retained earnings of the Transferee Company post amalgamation;

• d) Various other matters consequential, supplemental and / or otherwise integrally connected therewith.

(B) DESCRIPTION OF COMPANIES:

1. Balaji Telefilms Limited (‘Transferee Company’) is a public company incorporated under the provisions of the Companies Act, 1956, on November 10, 1994. The equity shares of the Transferee Company are listed in India on BSE Limited (‘BSE’) and National Stock Exchange of India Limited (‘NSE’). The Corporate Identification Number of the Transferee Company is L99999MH1994PLC082802. The registered office of the Transferee Company is situated at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, AndheriWest, Mumbai - 400053 in the state of Maharashtra. The Transferee Company is engaged in the business of production and creation of films and television content in India particularly in Hindi language. The Transferee Company is also engaged in business of production of television content in regional languages, and in event organization business.

2. ALT Digital Media Entertainment Limited (‘First Transferor Company') is a public company incorporated on July 1, 2015, under the provisions of Companies Act, 2013. The First Transferor Company is a wholly owned subsidiary of the Transferee Company. The Corporate Identification Number of the First Transferor Company is U74999MH2015PLC266206. The registered office of the First Transferor Company is situated at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri-West, Mumbai - 400053 in the state of Maharashtra. The First Transferor Company is engaged in the business of production of movies and web-series, and telecasting / broadcasting the same through a subscription-based video on demand (SVOD) over the top (OTT) platform operated under the name “ALTT”. The First Transferor Company is also engaged in the B2B business of providing content creation services to third-parties.

3. Marinating Films Private Limited (‘Second Transferor Company’) is a private company incorporated on August 16, 2011 under the provisions of erstwhile Companies Act, 1956. The Second Transferor Company is a wholly owned subsidiary of the Transferee Company. The Corporate Identification Number of the Second Transferor Company is

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U74120MH2011PTC220971. The registered office of the Second Transferor Company is situated at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri-West, Mumbai - 400053 in the state of Maharashtra. The Second Transferor Company is engaged in the business of production of reality shows, web-series and organizing events.

(C) RATIONALE FOR THE SCHEME:

The Composite Scheme of Arrangement would help in reorganization of reserves and reduction of Equity Share Capital of the First Transferor Company and consolidating and effectively managing the business of the Companies in a single entity, which will provide several benefits including synergy, economies of scale, attain efficiencies, cost competitiveness, etc. Various benefits arising pursuant to the Scheme are enlisted below:

Benefits in respect of reorganization of reserves and reduction of equity capital of the First Transferor Company

1. The First Transferor Company shall be able to represent its true and fair financial position; and

2. This Scheme would not have any impact on the shareholding pattern of the First Transferor Company, since it is a wholly-owned subsidiary of Transferee Company.

Benefits in respect of amalgamation of the Transferor Companies with the Transferee Company

1. The Transferor Companies are wholly owned subsidiaries of the Transferee Company, so merger will help to consolidate the multiple entities into a single legal entity. Further, the Transferor Companies and the Transferee Company are engaged in similar line of businesses related to production and distribution of contents on various platforms. The merger would enable management focus and combined synergies for various projects;

2. The merger will provide a greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of

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businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value;

1. The merger will result in enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources;

2. The merger will result in a reduction in the overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination, and avoiding of unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by each of the Transferor Companies and the Transferee Company;

3. The merger would motivate employees of the Transferor Companies by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, assets base etc. which will boost employee morale and provide better corporate performance ultimately enhancing shareholder value;

4. The merger will help in achieving operational efficiencies and management efficiencies;

5. The other operational benefits due to merger are as follows: -

6. a) Optimize the resources at consolidated entity level to facilitate greater ability of the Transferee Company to raise financial resources for future expansion;

7. b) Reducing operational and compliance cost;

8. c) Elimination of duplicative communication and coordination efforts across multiple entities and pooling of resources as well as optimum utilization of resources;

9. d) Simplification of group structure under common management; and

10. e) Economies of scale, greater integration, flexibility and market reach for the amalgamated entity.

Further, there is no adverse effect of this Scheme on the Directors, Key Managerial Personnel, Promoters, Non-promoter Members, Creditors, and employees of the Companies and the same would be in the best interest of all stakeholders.

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Benefits in respect of reorganization of reserves and adjustment of retained earnings of Transferee Company

1. The Transferee Company shall be able to represent its true and fair financial position;

(D) TREATMENT OF THE SCHEME FOR THE PURPOSE OF THE INCOME-TAX ACT, 1961

The provisions of this Scheme relating to the amalgamation of the Transferor Companies into Transferee Company, have been drawn up to comply with the conditions relating to “Amalgamation” as presently defined under Section 2(1B) of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said section 2(1B) of the Income-tax Act, 1961, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said section of the Income-tax Act, 1961, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with section 2(1B) of the Income-tax Act, 1961 (including any amendments or substitutions thereof). Such modification will, however, not affect the other parts of the Scheme.

(E) PARTS OF THE SCHEME

The Scheme is divided into the following parts:

1. Part I deals with the definitions, interpretations and the share capital of the Transferee Company and the Transferor Companies;

2. PART II deals with adjustment of accumulated losses as per books of accounts of the First Transferor Company with securities premium reserve and paid-up equity share capital appearing in the books of accounts of the First Transferor Company;

3. Part III deals with Amalgamation of the First Transferor Company with the Transferee Company and other related matters;

4. Part IV deals with Amalgamation of the Second Transferor Company with the Transferee Company and other related matters;

5. PART V deals with adjustment of Amalgamation Adjustment Deficit Account as per books of accounts of the Transferee Company with securities premium reserve and retained earnings appearing in the books of accounts of the Transferee Company;

6. Part VI deals with the General Clauses, Terms and Conditions that would be applicable to this Scheme.

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PART I – DEFINITIONS, INTERPRETATIONS AND SHARE CAPITAL

1. DEFINITIONS

In this Scheme, unless repugnant to the meaning or context thereof, the following expressions shall have the following meanings:

• 1.1 “Accounting Standards” means (i) the Indian Accounting Standards as notified under Section 133 of the Act read together with the Companies (Indian Accounting Standard) Rules, 2015 as amended from time to time and to the extent in force; and (ii) the relevant provisions of the Act.

• 1.2 “Act” or “the Act” means the Companies Act, 2013, and ordinances, rules and regulations made thereunder, and shall include any statutory modifications, re-enactments, or amendments thereof for the time being in force. References in this Scheme to particular provisions of the Act are references to particular provisions of the Companies Act, 2013, unless stated otherwise.

• 1.3 “Amalgamation” means the term ‘Amalgamation’ as defined under section 2(1B) of the Incometax Act, 1961.

• 1.4 “Applicable Law” means any Statute, Notification, Bye Laws, Rules, Regulations, Guidelines, Rule of Common Law, Policy, Code, Directives, Ordinance, Schemes, Notices, Orders or Instructions having the force of law enacted or issued by any Appropriate Authority including any statutory modification or re‐enactment thereof for the time being in force in India.

• 1.5 “ Appointed Date ” for this Scheme means April 1, 2024 or such other date as may be directed by the Hon’ble National Company Law Tribunal, Mumbai Bench or any other Appropriate Authority.

• 1.6 “Appropriate Authority” or “Governmental Authority” means and includes any applicable Central, State or Local Government, Legislative Body, Regulatory or Administrative Authority, Registrar of Companies, Regional Director, Securities and Exchange Board of India, Stock Exchanges, Reserve Bank of India, Agency or Commission or any Court, Tribunal, Board, Bureau or Instrumentality thereof or Arbitration or Arbitral Body having jurisdiction on behalf of the Republic of India or any State or Province or other Political Subdivision thereof or in any other

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Nation over First Transferor Company or Second Transferor Company or Transferee Company, as the context may require.

• 1.7 “Board of Directors” or “Board” means the Board of Directors of the Transferor Companies and Transferee Company and shall include any committee or sub-committee or any person(s) appointed and authorized by the respective Board of Directors for the purposes of matters pertaining to this Scheme or any other matter relating thereto.

• 1.8 “ CIN ” means Corporate Identification Number.

• 1.9 “Effective Date” means the last of the dates on which all the actions (taken together) set out under Clause 26 (Scheme Conditional On Approvals/ Sanctions) stand satisfied by the Transferor Companies and the Transferee Company. References in this Scheme to the “Upon coming into effect of this Scheme” or “effectiveness of this Scheme” or “ Scheme becoming effective ” shall mean the Effective Date.

• 1.10 “Encumbrance” means any mortgage, pledge, equitable interest, assignment by way of security, conditional sales contract, hypothecation, right of other persons, claim, security interest, encumbrance, title defect, title retention agreement, voting trust agreement, interest, option, lien, charge, commitment, restriction or limitation of any nature whatsoever, including restriction on use, voting rights, transfer, receipt of income or exercise of any other attribute of ownership, right of set off, any arrangement (for the purpose of, or which has the effect of, granting security), or any other security interest of any kind whatsoever, or any agreement, whether conditional or otherwise, to create any of the same and the term “Encumbered” shall be construed accordingly.

• 1.11 “First Transferor Company” means Alt Digital Media Entertainment Limited, having CIN U74999MH2015PLC266206, a company incorporated on July 1, 2015 under the Companies Act, 2013, having its registered office at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri-West, Mumbai - 400 053 in the state of Maharashtra.

• 1.12 “Intellectual Property” shall mean all forms of intellectual property subsisting under the laws of India and all analogous rights subsisting under the laws of each and every jurisdiction throughout the world. Intellectual Property includes patents, trademarks, service marks, trade names, registered designs, copyrights, audio visual content (such as movies, television series, web series, music etc.),

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musical compositions, scripts, dialogues, lyrics, domain name, software, source code, databases, rights of privacy and publicity, and other forms or intellectual or industrial property, know how, inventions, formulae, confidential or secret processes, trade secrets, any other protected rights or assets, and any licenses and permission in connection therewith, in each and any part of the world and whether or not registered or registrable and for the full period thereof, and all extensions and renewals thereof, and all applications for registration in connection with the foregoing.

• 1.13 “Intellectual Property Rights” shall mean all rights arising out of or in relation to Intellectual Property.

• 1.14 “Legal Proceedings” means proceedings of whatsoever nature, civil or criminal, including any notices, disputes, suits, actions, appeals, arbitrations, execution proceedings, revisions, writ petitions, suits and taxation proceedings, pending before any Court, statutory or quasi-judicial authority or tribunal.

• 1.15 “Registrar of Companies” means the Registrar of Companies, Mumbai, Maharashtra having jurisdiction over the Transferor Companies and the Transferee Company.

• 1.16 “Scheme” or “the Scheme” or “this Scheme” means this Composite Scheme of Arrangement in its present form or with any modification(s) or amendments made under Clause 25 of Part VI of this Scheme as approved or directed by the NCLT or such other Competent Authority, as may be applicable.

• 1.17 “ SEBI ” means Securities and Exchange Board of India

• 1.18 " SEBI Master Circular " or “ SEBI Circular ” means SEBI Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated June 20, 2023 issued by SEBI or any other circulars issued by SEBI applicable to schemes of arrangement from time to time;

• 1.19 “Second Transferor Company” means Marinating Films Private Limited, having CIN U74120MH2011PTC220971, a company incorporated on August 16, 2011, under the Companies Act, 1956, having its registered office at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri-West, Mumbai - 400 053 in the state of Maharashtra.

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• 1.20 “Stock Exchanges” means BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

• 1.21 “Transferee Company” means Balaji Telefilms Limited, having CIN L99999MH1994PLC082802, a company incorporated on November 10, 1994 under the Companies Act, 1956, having registered office at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri-West, Mumbai - 400 053 in the state of Maharashtra.

• 1.22 “Transferor Companies” means collectively the First and Second Transferor Companies. Reference to Transferor Companies shall include, where the context so requires to each Transferor Company.

• 1.23 “Tribunal” or “NCLT” means the Hon’ble National Company Law Tribunal having jurisdiction in relation to each of the companies under this Scheme and shall be deemed to include, if applicable, a reference to such other forum or authority which may be vested with any of the powers of the NCLT to sanction the Scheme under the Act.

2. INTERPRETATIONS

In this Scheme, unless the context otherwise requires: -

• 2.1 The singular shall include the plural and vice versa, and references to one gender include all genders.

• 2.2 References to a person include any individual, firm, body corporate (whether incorporated or not), Government, State or Agency of a State or any Joint Venture, Person's Legal Heirs, Administrators, Executors, Liquidators, Successors, Successors-in-interest and permitted Assigns, as the case may be.

• 2.3 Reference to any law or to any provision thereof or to any rule or regulation promulgated thereunder includes a reference to such law, provision, rule or regulation as it may, from time to time, be amended, supplemented or re-enacted, or to any law, provision, rule or regulation that replaces it.

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• 2.4 All terms and words not defined in this scheme shall unless repugnant or contrary to the context or meaning thereof, have the same meaning as prescribed to them under the Act, Income-tax Act, 1961, or any other applicable laws, rules, regulations, bye laws, as may be including any statutory modification or enactment thereof from time to time.

• 2.5 Headings, sub-headings, titles, subtitles to clauses, sub-clauses, paragraphs and bold typeface are only for information and convenience and shall be ignored for the purposes of interpretation.

• 2.6 References to the word “include” or “including” shall be construed without limitation.

• 2.7 A reference to an article, clause, section or paragraph is, unless indicated to the contrary, a reference to an article, clause, section or paragraph of this Scheme;

• 2.8 Unless otherwise defined, the reference to the word “days” shall mean calendar days.

• 2.9 References to dates and times shall be construed to be references to Indian dates and times.

• 2.10 Reference to a document includes an amendment or supplement to, or replacement or novation of, that document.

• 2.11 References to a person include any individual, firm, body corporate (whether incorporated or not), government, state or agency of a state or any joint venture, association, partnership, works councilor employee representatives body (whether or not having separate legal personality).

• 2.12 References to any of the terms taxes, duty, levy, cess in the Scheme shall be construed as reference to all of them whether jointly or severally.

• 2.13 Word(s) and expression(s) elsewhere defined in the Scheme will have the meaning(s) respectively ascribed to them.

• 2.14 Any reference to any statute or statutory provision shall include:

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• a) all subordinate legislations made from time to time under that provision (whether or not amended, modified, re-enacted or consolidated from time to time) and any retrospective amendment; and

• b) such provision as from time to time amended, modified, re-enacted or consolidated (whether before or after the filing of this Scheme) to the extent such amendment, modification, reenactment or consolidation applies or is capable of applying to the matters contemplated under this Scheme and (to the extent liability there under may exist or can arise) shall include any past statutory provision (as amended, modified, re-enacted or consolidated from time to time) which the provision referred to has directly or indirectly replaced.

3. DATE OF TAKING EFFECT AND OPERATIVE DATE

• 3.1 The Composite Scheme as set out herein in its present form or with any modification(s) or amendment(s) approved or imposed or directed by the NCLT or any other Appropriate Authority shall be effective from the Appointed Date, but shall be operative from the Effective Date. The various parts of the Scheme shall be deemed to have taken effect in following sequence:

• a) Firstly, Part II of the Scheme shall be deemed to have taken effect, prior to Part III, Part IV, and Part V of the Scheme;

• b) Thereafter, Part III of the Scheme shall be deemed to have taken effect, after Part II of the Scheme and prior to Part IV and Part V of the Scheme;

• c) Thereafter, Part IV of the Scheme shall be deemed to have taken effect, after Part II and Part III of the Scheme and prior to Part V of the Scheme.

• d) Thereafter, Part V of the Scheme shall be deemed to have taken effect, after Part II, Part III, and Part IV of the Scheme

4. SHARE CAPITAL

• 4.1 The share capital of the Transferee Company as on 31[st] March 2024 is as under:

	Share Capital	Amount (in INR)
	Authorized Share Capital
	15,00,00,000 Equity Shares of INR 2/- each	30,00,00,000
	3,00,00,000 Preference Shares of INR 2/- each	6,00,00,000

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	Share Capital	Amount (in INR)
	Total	36,00,00,000
	Issued, Subscribed and Paid-up Share Capital
	10,15,28,968 Equity Shares of INR 2/- each	20,30,57,986
	Total	20,30,57,986

Subsequent to 31[st] March 2024, there has been no change in the Authorized, Issued and Paid-Up Share Capital of the Transferee Company.

Apart from above, as on 31[st] March 2024, the Transferee Company has 33,46,272 number of outstanding stock options which are issued to employees under its Employee Stock Option Plan viz. Balaji Telefilms ESOP, 2017 and Balaji Telefilms ESOP Scheme, 2023.

• 4.2 The share capital of the First Transferor Company as on 31st March 2024, is as under: -

==> picture [402 x 157] intentionally omitted <==

----- Start of picture text -----

Share Capital Amount (in INR)
Authorized Share Capital
1,00,00,00,000 Equity Shares of INR 10/- each 10,00,00,00,000
2,00,000 Preference Shares of INR 10/- each 20,00,000
Total 10,00,20,00,000
-
Issued, Subscribed and Paid up Share Capital
69,46,45,893 Equity Shares of INR 10/- each, fully paid-up 6,94,64,58,930
Total 6,94,64,58,930
----- End of picture text -----

The entire paid-up share capital of the First Transferor Company is held by the Transferee Company i.e. the First Transferor Company is a wholly owned subsidiary of the Transferee Company. Subsequent to the 31[st] March 2024, there has been no change in the Authorized, Issued and PaidUp Share Capital of the First Transferor Company.

• 4.3 The share capital of the Second Transferor Company as on 31[st] March 2024 is as under: -

Share Capital	Amount (in INR)
Authorized Share Capital
1,05,50,000 Equity Shares of INR 10/- each	10,55,00,000

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==> picture [393 x 119] intentionally omitted <==

----- Start of picture text -----

Share Capital Amount (in INR)
44,50,000 Redeemable Preference Shares of INR 10/- each 4,45,00,000
Total 15,00,00,000
-
Issued, Subscribed and Paid up Share Capital
44,60,000 Equity Shares of INR 10/- each 4,46,00,000
Total 4,46,00,000
----- End of picture text -----

The entire paid-up share capital of the Second Transferor Company is held by the Transferee Company i.e. the Second Transferor Company is a wholly owned subsidiary of the Transferee Company. Subsequent to the 31[st] March 2024, there has been no change in the Authorized, Issued and Paid-Up Share Capital of the Second Transferor Company.

The Second Transferor Company has also issued 32,50,000 Zero Percent Compulsorily Convertible Debentures (CCD) of INR 10 each to the Transferee Company.

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PART II - ADJUSTMENT OF ACCUMULATED LOSSES WITH SECURITIES PREMIUM RESERVE AND PAID-UP EQUITY SHARE CAPITAL AND OF THE FIRST TRANSFEROR COMPANY

5. CAPITAL REDUCTION BY WAY OF ADJUSTMENT OF ACCUMULATED LOSSES WITH PAID-UP EQUITY SHARE CAPITAL AND SECURITIES PREMIUM RESERVE

• 5.1. As per section 230 read with section 52 and section 66 of the Act, upon the Scheme becoming effective, and with effect from the Appointed Date, the paid-up equity share capital and securities premium account of the First Transferor Company shall be reduced in the following manner:

• a) The opening debit balance of the profit and loss account appearing in the books of accounts of the First Transferor Company as on the Appointed Date (appearing as ‘Deficit in Statement of Profit and Loss’), representing accumulated losses of the First Transferor Company shall be adjusted against the opening credit balance of securities premium account of the First Transferor Company as on the Appointed Date, to the extent of balance available in the said securities premium account.

• b) Post the adjustment referred to in clause (a) above, the residual opening debit balance, if any, in the profit and loss account in the books of accounts of the First Transferor Company as on the Appointed Date (appearing as ‘Deficit in Statement of Profit and Loss’) shall be adjusted against the opening balance in paid-up equity share capital of the First Transferor Company as on the Appointed Date by cancelling such number of equity shares of the First Transferor Company at their face value as may be required for such adjustment.

• 5.2. The reduction of paid-up equity share capital and securities premium reserve as aforesaid would not involve diminution of liability in respect of unpaid share capital, if any. The proposed reduction would not in any way adversely affect the operations of the First Transferor Company or the ability of the First Transferor Company to honor its commitment or to pay its debts in ordinary course of business. Further, no compromise or arrangement is contemplated to be made with the creditors of the First Transferor Company under the Scheme.

• 5.3. Notwithstanding the aforesaid reduction, the First Transferor Company will not be required to add the suffix “And Reduced” to its name.

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• 5.4. The extinguishment and cancellation of equity shares and preference shares in the manner stated above shall be effected as an integral part of the Scheme and the order of the NCLT sanctioning the Scheme under Section 230 to 232 of the Act shall be deemed to be an order under Section 66 and other applicable provisions of the Act and no separate sanction under Section 66 and other applicable provisions of the Act will be necessary.

• 5.5. This Part of the Scheme does not envisage transfer or vesting of any of the properties and/ or liabilities of the First Transferor Company to or in any Person and consequently, the order of the Tribunal to the extent of this Part of the Scheme will not attract any stamp duty.

• 5.6. The First Transferor Company submits that the proposed reduction of capital as above is in conformity with and does not violate or circumscribe any provision of the Act.

• ACCOUNTING TREATMENT

• 6.1. On Part II of this Scheme becoming effective, the First Transferor Company shall prior to giving effect of clause 9 of Part III and clause 14 of Part V of the Scheme, account for capital reduction in its books of account in accordance with Section 66 read with Section 52 of the Act and applicable rules and regulations made thereunder:

• a) The opening debit balance in ‘Deficit in Statement of Profit and Loss’ in the books of the First Transferor Company shall be adjusted against the corresponding opening credit balance in the securities premium account of the First Transferor Company, to the extent of balance available in the said securities premium account; and

• b) Post giving effect to adjustments as required in accordance with Clause 5.1(a) of the Scheme, the residual opening debit balance in ‘Deficit in Statement of Profit and Loss’, if any, in the books of the First Transferor Company shall be adjusted against opening credit balance of paidup equity share capital of the First Transferor Company.

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PART III - AMALGAMATION OF THE FIRST TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY AND OTHER RELATED MATTERS;

7. AMALGAMATION OF THE FIRST TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

• 7.1. Upon coming into effect of this Scheme and with effect from the Appointed Date and subject to the provisions of this Scheme, the entire business of the First Transferor Company shall under the provisions of Section 230 to 232 and other applicable provisions, if any, of the Act, and pursuant to the orders of the Tribunal or other Appropriate Authority, if any, sanctioning the Scheme shall without any further act, deed, matter or thing stand transferred to and vested in and/or deemed to be transferred to and vested in the Transferee Company so as to become the properties and liabilities of the Transferee Company in accordance with the provisions of Section 2(1B) of the Income-tax Act, 1961.

• 7.2. Upon coming into effect of this Scheme and with effect from the Appointed Date, the whole of the business of the First Transferor Company, as a going concern, including its business, all secured and unsecured debts liabilities, duties and obligations and all the assets, properties, rights, titles and benefits, whether movable or immovable, real or personal, in possession or reversion, corporeal or incorporeal, tangible or intangible, present or contingent and including but without being limited to land and building (whether owned, leased, licensed) all fixed and movable plant and machinery, vehicles, fixed assets, work in progress, current assets, sundry debtors, investments which includes shares, bonds, securities and mutual funds, reserves, provisions, funds, licenses, brands, registrations, all Intellectual Properties and Intellectual Property Rights including copyrights, designs, patents, trade and service names, trademarks and other rights and licenses in respect thereof, applications for copyrights, patents, trademarks, business information, marketing and distribution channels, trade secrets, know how, client records, KYC (know your customer) records/ POAs (power of attorney), other intellectual property rights, leases, licenses, tenancy rights, premise, ownership flats, hire purchase and lease arrangements, lending arrangements, joint venture agreements, benefits of security arrangements, computers, furniture & fixtures and office equipment, electric fitting, telephones, telexes, facsimile connections, communication facilities, equipment and installations and utilities, electricity, water and other service connections, benefits of agreements, contracts and arrangements, powers, authorities, permits, allotments, approvals, consents, privileges, liberties, advantages, easements and all rights, title, interest, goodwill, benefit

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and advantage, deposits, reserves, provisions, advances, receivables, deposits, funds, cash, bank balances accounts and all other rights, benefits of all agreements, subsidies, grants, tax credits including but not limited to benefits of tax relief including under the Income-tax Act, 1961 such as set-off of accumulated business loss and unabsorbed depreciation, credit for advance tax, minimum alternate tax (‘MAT’), taxes deducted at source, taxes collected at source, MAT credit under Section 115JAA of Income-tax Act, 1961 etc., benefits under the sales tax laws of the respective states, sales tax set off, benefits of any unutilised MODVAT/CENVAT/Service tax credits, unutilised input tax credit of Central Goods and Services Tax (‘CGST’), Integrated Goods and Services Tax (‘IGST’), State Goods and Services Tax (‘SGST’), Goods and Services Tax Compensation Cess (‘GST Compensation Cess’) etc., the unabsorbed business brought forward losses and unabsorbed depreciation as per the books of accounts, the accumulated business loss and un unabsorbed depreciation which is eligible to be set-off under the provisions of Income-tax Act, 1961, software license, domain / website etc. all files, papers, records engineering and catalogues, data quotations sales / advertisement materials and former customers (price information) / suppliers (credit information) other records whether in physical, electronic form in connection / relating to the First Transferor Company and other claims and powers, of whatsoever nature and wheresoever situated belonging to or in the possession of or granted in favour of or enjoyed by the First Transferor Company, whether in India or abroad as on the Appointed Date, shall, under the provisions of Section 230 to 232 of the Act and all other applicable provisions, if any, of the Act, and without any further act or deed, be transferred to and vested in and / or be deemed to be transferred to and vested in the Transferee Company as a going concern so as to become from the Appointed Date, the business of the Transferee Company and to vest in the Transferee Company all the rights, title, interest or obligations of the First Transferor Company therein. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested, and title to the property shall be deemed to have been transferred accordingly.

• 7.3. Upon coming into effect of this Scheme and with effect from the Appointed Date, any statutory licences, permissions, consents, licences, permits, authorisations, rights, clarifications, clearances, confirmations, declarations, waivers, exemptions, concessions, incentives, no-objections, inprinciple approvals, registrations, filings, whether governmental, statutory, regulatory or otherwise approvals, quotas or consents to carry on the respective operations and business of the First Transferor Company shall stand vested in or transferred to the Transferee Company without any

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further act or deed and shall be appropriately mutated by the Statutory Authorities concerned in favour of the Transferee Company. The benefit of all statutory and regulatory permissions, factory licences, environmental approvals and consents, sales tax, service tax, excise registrations, CGST, SGST, IGST or other licences and consents shall vest in and shall be in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectually as if instead of the First Transferor Company, the Transferee Company had been the party thereto or the beneficiary or obligee thereof pursuant to this Scheme. In so far as the various incentives, subsidies, rehabilitation Schemes, special status and other benefits or privileges enjoyed, granted by any Government body, local authority or by any other person, or availed of by the First Transferor Company, as the case may be, are concerned, the same shall vest with and be available to the Transferee Company on the same terms and conditions.

• 7.4. Upon coming into effect of this Scheme and with effect from the Appointed Date, all respective debts, liabilities (including contingent liabilities), duties and obligations of every kind, nature and description of the First Transferor Company, shall be deemed to have been transferred to the Transferee Company and to the extent they are outstanding on the Effective Date shall, without any further act, deed, matter or thing be and stand transferred to the Transferee Company and shall become the liabilities and obligations of the Transferee Company which undertakes to meet, discharge and satisfy the same and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities and obligations have arisen in order to give effect to the provisions of this Clause.

• 7.5. Where any of the respective debts, liabilities (including contingent liabilities), duties and obligations of the First Transferor Company as on the Appointed Date, deemed to be transferred to the Transferee Company have been discharged by the First Transferor Company, after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Transferee Company, and all loans raised and used and all liabilities and obligations incurred by the First Transferor Company after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used or incurred for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall also without any further act, deed, matter or thing shall stand transferred to the Transferee Company and shall become the liabilities and obligations of the Transferee Company which undertakes to meet, discharge and satisfy the same and it shall not be necessary to obtain the consent of any third party

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or other person who is a party to any contract or arrangement by virtue of which such loans and liabilities have arisen in order to give effect to the provisions of this Clause.

• 7.6. All the assets and properties which are acquired by the First Transferor Company, on or after the Appointed Date but prior to the Effective Date shall be deemed to be and shall become the assets and properties of the Transferee Company and shall under the provisions of Section 230 to 232 and all other applicable provisions if any of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company upon the coming into effect of this Scheme pursuant to the provisions of Section 230 to 232 of the Act.

• 7.7. All inter-company transactions including loans, advances and other obligations if any, due or which may at any time in future become due between the First Transferor Company and the Transferee Company shall stand cancelled and there shall be no liability in that behalf on either party.

• 7.8. The transfer and vesting of the entire business of the First Transferor Company as aforesaid shall be subject to the existing securities, charges, mortgages and other encumbrances if any, subsisting over or in respect of the property and assets or any part thereof to the extent such securities, charges, mortgages, encumbrances, lien including negative lien, are created to secure the liabilities forming part of the First Transferor Company. Provided always that this Scheme shall not operate to enlarge the scope of securities, charges, mortgages, encumbrances, lien including negative lien for any loan, deposit or facility availed of by the First Transferor Company and the Transferee Company shall not be obliged to create or provide any further or additional security therefore after the Effective Date or otherwise.

• 7.9. Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of this Scheme, the First Transferor Company and the Transferee Company shall have right to execute all such instruments or documents or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, necessary applications, notices, intimations or letters with the Registrar of Companies, Mumbai or any Appropriate Authority or Person to give effect to the Scheme. Any procedural requirements required to be fulfilled solely by the First Transferor Company shall be fulfilled by the Transferee Company as if it were the duly constituted attorney of the First Transferor Company.

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• 7.10. The provisions of this Scheme as they relate to the amalgamation of the Transferor Company into Transferee Company, have been drawn up to comply with the conditions relating to “Amalgamation” as defined under Section 2(1B) of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section of the Income-tax Act, 1961, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said Section of the Income-tax Act, 1961, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) of the Income-tax Act, 1961, or any amendments or substitutions thereof. Such modification will, however, not affect the other parts of the Scheme.

• 7.11. Upon the Scheme being sanctioned and taking effect, the Transferee Company shall be entitled to operate all bank accounts related to the First Transferor Company and all cheques, drafts, pay orders, direct and indirect tax balances and/or payment advices of any kind or description issued in favour of the First Transferor Company, either before or after the Appointed Date, or in future, may be deposited with the Bank of the Transferee Company and credit of all receipts there-under will be given in the accounts of the Transferee Company.

8. CONSIDERATION

• 8.1. For the purposes of this Scheme, it is hereby clarified that the equity shares in the First Transferor Company are entirely held by the Transferee Company and its nominees. Thus, upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company to the shareholders of the First Transferor Company.

• 8.2. Upon the Scheme becoming effective, all equity shares of the First Transferor Company held by the Transferee Company along with its nominees, shall stand cancelled without any further application, act, instrument or deed and be of no effect without any necessity of them being surrendered.

9. ACCOUNTING TREATMENT

• 9.1. The provisions of the Indian Accounting Standard (Ind AS) 103, Business Combinations, or such other accounting standard as applicable from time to time will be complied with to the extent applicable to this Scheme.

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• 9.2. The amalgamation of First Transferor Company with the Transferee Company shall be accounted for in accordance with the “Pooling of Interest Method” of accounting as laid down in Appendix C of Ind AS 103 (Business combinations of entities under common control) and / or any other applicable Ind AS, as the case may be, as notified under section 133 of the Act read with relevant rules issued thereunder.

• 9.3. Upon the Scheme coming into effect, the Transferee Company shall account for the amalgamation in its books as under:

• a) All the assets and liabilities recorded in the books of the First Transferor Company, after giving effect to the Accounting Treatment prescribed in clause 6 of this Scheme, shall stand transferred to and vested in the Transferee Company pursuant to the Scheme and shall be recorded by the Transferee Company at their respective carrying amounts as appearing in its consolidated financial statements.

• b) All the reserves of the First Transferor Company as on the Appointed Date, after giving effect to the Accounting Treatment prescribed in clause 6 of this Scheme, under different heads shall become the corresponding reserves of the Transferee Company. The identity of the reserves of the First Transferor Company shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form and manner as appearing in its consolidated financial statements.

• c) Inter-company balances including loans and advances, if any, shall be eliminated.

• d) The investment in the First Transferor Company (which includes Capital contribution on account of employee stock option plan) as appearing in the books of account of the Transferee Company, shall stand cancelled and there shall be no further obligation in that behalf. The aforesaid investment shall be adjusted against (i) the paid-up equity share capital of the First Transferor Company, after giving effect in the books of the First Transferor Company, to the Accounting Treatment prescribed in clause 6 of this Scheme and (ii) ‘Contributed equity on account of employee stock options’ in the books of the First Transferor Company.

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• e) In case of any differences in the accounting policies between the First Transferor Company and the Transferee Company, the accounting policies followed by the Transferee company shall prevail to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies.

• f) The difference, if any, arising after taking the effect of above clauses, shall be adjusted to the debit of capital reserve as ‘Amalgamation Adjustment Deficit Account’.

• g) As required by Ind AS 103, notwithstanding anything stated in para (a) to (f) above, the financial information in the financial statements in respect of prior periods will be restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.

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PART IV - AMALGAMATION OF THE SECOND TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY AND OTHER RELATED MATTERS

10. AMALGAMATION OF THE SECOND TRANSFEROR COMPANY WITH THE TRANSFEREE COMPANY

• 10.1. Upon coming into effect of this Scheme and with effect from the Appointed Date and subject to the provisions of this Scheme, the entire business of the Second Transferor Company shall under the provisions of Section 230 to 232 and other applicable provisions, if any, of the Act, and pursuant to the orders of the Tribunal or other Appropriate Authority, if any, sanctioning the Scheme shall without any further act, deed, matter or thing stand transferred to and vested in and/or deemed to be transferred to and vested in the Transferee Company so as to become the properties and liabilities of the Transferee Company in accordance with the provisions of Section 2(1B) of the Income-tax Act, 1961.

• 10.2. Upon coming into effect of this Scheme and with effect from the Appointed Date, the whole of the business of the Second Transferor Company, as a going concern, including its business, all secured and unsecured debts liabilities, duties and obligations and all the assets, properties, rights, titles and benefits, whether movable or immovable, real or personal, in possession or reversion, corporeal or incorporeal, tangible or intangible, present or contingent and including but without being limited to land and building (whether owned, leased, licensed) all fixed and movable plant and machinery, vehicles, fixed assets, work in progress, current assets, sundry debtors, investments which includes shares, bonds, securities and mutual funds, reserves, provisions, funds, licenses, brands, registrations, all Intellectual Properties and Intellectual Property Rights including copyrights, designs, patents, trade and service names, trademarks and other rights and licenses in respect thereof, applications for copyrights, patents, trademarks, business information, marketing and distribution channels, trade secrets, know how, client records, KYC (know your customer) records/ POAs (power of attorney), other intellectual property rights, leases, licenses, tenancy rights, premise, ownership flats, hire purchase and lease arrangements, lending arrangements, joint venture agreements, benefits of security arrangements, computers, furniture & fixtures and office equipment, electric fitting, telephones, telexes, facsimile connections, communication facilities, equipment and installations and utilities, electricity, water and other service connections, benefits of agreements, contracts and arrangements, powers, authorities, permits, allotments, approvals, consents, privileges, liberties, advantages, easements and all rights, title, interest, goodwill, benefit

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and advantage, deposits, reserves, provisions, advances, receivables, deposits, funds, cash, bank balances accounts and all other rights, benefits of all agreements, subsidies, grants, tax credits including but not limited to benefits of tax relief including under the Income-tax Act, 1961 such as set-off of accumulated business loss and unabsorbed depreciation, credit for advance tax, minimum alternate tax (‘MAT’), taxes deducted at source, taxes collected at source, MAT credit under Section 115JAA of Income-tax Act, 1961 etc., benefits under the sales tax laws of the respective states, sales tax set off, benefits of any unutilised MODVAT/CENVAT/Service tax credits, unutilised input tax credit of Central Goods and Services Tax (‘CGST’), Integrated Goods and Services Tax (‘IGST’), State Goods and Services Tax (‘SGST’), Goods and Services Tax Compensation Cess (‘GST Compensation Cess’) etc., the unabsorbed business brought forward losses and unabsorbed depreciation as per the books of accounts, the accumulated business loss and un unabsorbed depreciation which is eligible to be set-off under the provisions of Income-tax Act, 1961, software license, domain / website etc. all files, papers, records engineering and catalogues, data quotations sales / advertisement materials and former customers (price information) / suppliers (credit information) other records whether in physical, electronic form in connection / relating to the Second Transferor Company and other claims and powers, of whatsoever nature and wheresoever situated belonging to or in the possession of or granted in favour of or enjoyed by the Second Transferor Company, whether in India or abroad as on the Appointed Date, shall, under the provisions of Section 230 to 232 of the Act and all other applicable provisions, if any, of the Act, and without any further act or deed, be transferred to and vested in and / or be deemed to be transferred to and vested in the Transferee Company as a going concern so as to become from the Appointed Date, the business of the Transferee Company and to vest in the Transferee Company all the rights, title, interest or obligations of the Second Transferor Company therein. The vesting pursuant to this sub-clause shall be deemed to have occurred by physical or constructive delivery or by endorsement and delivery or by vesting and recordal, pursuant to this Scheme, as appropriate to the property being vested, and title to the property shall be deemed to have been transferred accordingly.

• 10.3. Upon coming into effect of this Scheme and with effect from the Appointed Date, any statutory licences, permissions, consents, licences, permits, authorisations, rights, clarifications, clearances, confirmations, declarations, waivers, exemptions, concessions, incentives, no-objections, inprinciple approvals, registrations, filings, whether governmental, statutory, regulatory or otherwise approvals, quotas or consents to carry on the respective operations and business of the Second Transferor Company shall stand vested in or transferred to the Transferee Company without any

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further act or deed and shall be appropriately mutated by the Statutory Authorities concerned in favour of the Transferee Company. The benefit of all statutory and regulatory permissions, factory licences, environmental approvals and consents, sales tax, service tax, excise registrations, CGST, SGST, IGST or other licences and consents shall vest in and shall be in full force and effect against or in favour of the Transferee Company and may be enforced as fully and effectually as if instead of the Second Transferor Company, the Transferee Company had been the party thereto or the beneficiary or obligee thereof pursuant to this Scheme. In so far as the various incentives, subsidies, rehabilitation Schemes, special status and other benefits or privileges enjoyed, granted by any Government body, local authority or by any other person, or availed of by the Second Transferor Company, as the case may be, are concerned, the same shall vest with and be available to the Transferee Company on the same terms and conditions.

• 10.4. Upon coming into effect of this Scheme and with effect from the Appointed Date, all respective debts, liabilities (including contingent liabilities), duties and obligations of every kind, nature and description of the Second Transferor Company, shall be deemed to have been transferred to the Transferee Company and to the extent they are outstanding on the Effective Date shall, without any further act, deed, matter or thing be and stand transferred to the Transferee Company and shall become the liabilities and obligations of the Transferee Company which undertakes to meet, discharge and satisfy the same and it shall not be necessary to obtain the consent of any third party or other person who is a party to any contract or arrangement by virtue of which such debts, liabilities and obligations have arisen in order to give effect to the provisions of this Clause.

• 10.5. Where any of the respective debts, liabilities (including contingent liabilities), duties and obligations of the Second Transferor Company as on the Appointed Date, deemed to be transferred to the Transferee Company have been discharged by the Second Transferor Company, after the Appointed Date and prior to the Effective Date, such discharge shall be deemed to have been for and on account of the Transferee Company, and all loans raised and used and all liabilities and obligations incurred by the Second Transferor Company after the Appointed Date and prior to the Effective Date shall be deemed to have been raised, used or incurred for and on behalf of the Transferee Company and to the extent they are outstanding on the Effective Date, shall also without any further act, deed, matter or thing shall stand transferred to the Transferee Company and shall become the liabilities and obligations of the Transferee Company which undertakes to meet, discharge and satisfy the same and it shall not be necessary to obtain the consent of any third party

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or other person who is a party to any contract or arrangement by virtue of which such loans and liabilities have arisen in order to give effect to the provisions of this Clause.

• 10.6. All the assets and properties which are acquired by the Second Transferor Company, on or after the Appointed Date but prior to the Effective Date shall be deemed to be and shall become the assets and properties of the Transferee Company and shall under the provisions of Section 230 to 232 and all other applicable provisions if any of the Act, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Transferee Company upon the coming into effect of this Scheme pursuant to the provisions of Section 230 to 232 of the Act.

• 10.7. All inter-company transactions including loans, advances and other obligations if any, due or which may at any time in future become due between the Second Transferor Company and the Transferee Company shall stand cancelled and there shall be no liability in that behalf on either party.

• 10.8. The transfer and vesting of the entire business of the Second Transferor Company as aforesaid shall be subject to the existing securities, charges, mortgages and other encumbrances if any, subsisting over or in respect of the property and assets or any part thereof to the extent such securities, charges, mortgages, encumbrances, lien including negative lien, are created to secure the liabilities forming part of the Second Transferor Company. Provided always that this Scheme shall not operate to enlarge the scope of securities, charges, mortgages, encumbrances, lien including negative lien for any loan, deposit or facility availed of by the Second Transferor Company and the Transferee Company shall not be obliged to create or provide any further or additional security therefore after the Effective Date or otherwise.

• 10.9. Without prejudice to the provisions of the foregoing clauses and upon the effectiveness of this Scheme, the Second Transferor Company and the Transferee Company shall have right to execute all such instruments or documents or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, necessary applications, notices, intimations or letters with the Registrar of Companies, Mumbai or any Appropriate Authority or Person to give effect to the Scheme. Any procedural requirements required to be fulfilled solely by the Second Transferor Company shall be fulfilled by the Transferee Company as if it were the duly constituted attorney of the Second Transferor Company.

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• 10.10. The provisions of this Scheme as they relate to the amalgamation of the Transferor Company into Transferee Company, have been drawn up to comply with the conditions relating to “Amalgamation” as defined under Section 2(1B) of the Income-tax Act, 1961. If any terms or provisions of the Scheme are found or interpreted to be inconsistent with the provisions of the said Section of the Income-tax Act, 1961, at a later date including resulting from an amendment of law or for any other reason whatsoever, the provisions of the said Section of the Income-tax Act, 1961, shall prevail and the Scheme shall stand modified to the extent determined necessary to comply with Section 2(1B) of the Income-tax Act, 1961, or any amendments or substitutions thereof. Such modification will, however, not affect the other parts of the Scheme.

• 10.11. Upon the Scheme being sanctioned and taking effect, the Transferee Company shall be entitled to operate all bank accounts related to the Second Transferor Company and all cheques, drafts, pay orders, direct and indirect tax balances and/or payment advices of any kind or description issued in favour of the Second Transferor Company, either before or after the Appointed Date, or in future, may be deposited with the Bank of the Transferee Company and credit of all receipts there-under will be given in the accounts of the Transferee Company.

11. CONSIDERATION

• 11.1. For the purposes of this Scheme, it is hereby clarified that the equity shares in the Second Transferor Company are entirely held by the Transferee Company and its nominees. Thus, upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company to the shareholders of the Second Transferor Company.

• 11.2. Upon the Scheme becoming effective, all equity shares of the Second Transferor Company held by the Transferee Company along with its nominees, shall stand cancelled without any further application, act, instrument or deed and be of no effect without any necessity of them being surrendered.

12. ACCOUNTING TREATMENT

• 12.1. The provisions of the Indian Accounting Standard (Ind AS) 103, Business Combinations, or such other accounting standard as applicable from time to time will be complied with to the extent applicable to this Scheme.

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• 12.2. The amalgamation of Second Transferor Company with the Transferee Company shall be accounted for in accordance with the “Pooling of Interest Method” of accounting as laid down in Appendix C of Ind AS 103 (Business combinations of entities under common control) and / or any other applicable Ind AS, as the case may be, as notified under section 133 of the Act read with relevant rules issued thereunder.

• 12.3. Upon the Scheme coming into effect, the Transferee Company shall account for the amalgamation in its books as under:

• a) All the assets and liabilities recorded in the books of the Second Transferor Company shall stand transferred to and vested in the Transferee Company pursuant to the Scheme and shall be recorded by the Transferee Company at their respective carrying amounts as appearing in its consolidated financial statements.

• b) All the reserves of the Second Transferor Company under different heads shall become the corresponding reserves of the Transferee Company. The identity of the reserves of the Second Transferor Company shall be preserved and they shall appear in the financial statements of the Transferee Company in the same form and manner, in which they appear in its consolidated financial statements.

• c) Inter-company balances including loans and advances, if any, shall be eliminated.

• d) The investments in the equity share capital of the Second Transferor Company as appearing in the books of account of the Transferee Company, shall stand cancelled and there shall be no further obligation in that behalf. The aforesaid investments shall be adjusted against the paidup equity share capital of the Second Transferor Company.

• e) The compulsorily convertible debentures issued by the Second Transferor Company to the Transferee Company shall stand cancelled, and the investment in said compulsorily convertible debentures as appearing in the books of account of the Transferee Company shall also stand cancelled, and there shall be no further obligation in that behalf.

• f) In case of any differences in the accounting policies between the Second Transferor Company and the Transferee Company, the accounting policies followed by the Transferee company

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shall prevail to ensure that the financial statements of the Transferee Company reflect the true financial position on the basis of consistent accounting policies.

• g) The difference, if any, arising after taking the effect of above clauses, shall be adjusted to the debit of capital reserve as ‘Amalgamation Adjustment Deficit Account’.

• h) As required by Ind AS 103, notwithstanding anything stated in para (a) to (g) above, the financial information in the financial statements in respect of prior periods will be restated as if the business combination had occurred from the beginning of the preceding period in the financial statements, irrespective of the actual date of the combination.

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PART V - ADJUSTMENT OF AMALGAMATION ADJUSTMENT DEFICIT ACCOUNT AS PER BOOKS OF ACCOUNTS OF THE TRANSFEREE COMPANY WITH SECURITIES PREMIUM RESERVE AND RETAINED EARNINGS APPEARING IN THE BOOKS OF ACCOUNTS OF THE TRANSFEREE COMPANY

13. CAPITAL REDUCTION BY WAY OF ADJUSTMENT OF AMALGAMATION ADJUSTMENT DEFICIT ACCOUNT WITH SECURITIES PREMIUM RESERVE AND RETAINED EARNINGS

• 13.1. As per section 230 read with section 52 and section 66 of the Act, upon the Scheme becoming effective, the securities premium account and retained earnings of the Transferee Company shall be reduced in the following manner:

• a) The Amalgamation Adjustment Deficit Account appearing in the books of accounts of the Transferee Company post giving effect to Part II, Part III, and Part IV of this Scheme, representing negative capital reserve, shall be adjusted against the credit balance of securities premium account of the Transferee Company, to the extent of balance available in the said securities premium account.

• b) Post the adjustment referred to in clause (a) above, the residual debit balance, if any, in the Amalgamation Adjustment Deficit Account in the books of accounts of the Transferee Company as on the Appointed Date shall be adjusted against the credit balance of retained earnings of the Transferee Company as on the Appointed Date.

• 13.2. The reduction of securities premium reserve and retained earnings as aforesaid would not involve diminution of liability in respect of unpaid share capital, if any. The proposed reduction would not in any way adversely affect the operations of the Transferee Company or the ability of the Transferee Company to honor its commitment or to pay its debts in ordinary course of business. Further, no compromise or arrangement is contemplated to be made with the creditors of the Transferee Company under the Scheme.

• 13.3. Notwithstanding the aforesaid reduction, the Transferee Company will not be required to add the suffix “And Reduced” to its name.

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• 13.4. The extinguishment and cancellation of equity shares and preference shares in the manner stated above shall be effected as an integral part of the Scheme and the order of the NCLT sanctioning the Scheme under Section 230 to 232 of the Act shall be deemed to be an order under Section 66 and other applicable provisions of the Act and no separate sanction under Section 66 and other applicable provisions of the Act will be necessary.

• 13.5. This Part of the Scheme does not envisage transfer or vesting of any of the properties and/ or liabilities of the Transferee Company to or in any Person and consequently, the order of the Tribunal to the extent of this Part of the Scheme will not attract any stamp duty.

• 13.6. The Transferee Company submits that the proposed reduction of capital as above is in conformity with and does not violate or circumscribe any provision of the Act.

14. ACCOUNTING TREATMENT

• 14.1. On Part V of this Scheme becoming effective, the Transferee Company shall account for capital reduction in its books of account in accordance with Section 66 read with Section 52 of the Act and applicable rules and regulations made thereunder:

• a) The Amalgamation Adjustment Deficit Account appearing in the books of accounts of the Transferee Company post giving effect to Part II, Part III, and Part IV of this Scheme, shall be adjusted against the credit balance of securities premium account of the Transferee Company, to the extent of balance available in the said securities premium account; and

• b) Post the adjustment referred to in clause (a) above, the residual debit balance, if any, in the Amalgamation Adjustment Deficit Account, in the books of account of the Transferee Company shall be adjusted against the credit balance of retained earnings of the Transferee Company.

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PART VI- GENERAL CLAUSES, TERMS AND CONDITIONS THAT WOULD BE APPLICABLE TO THIS SCHEME.

15. LEGAL PROCEEDINGS

• 15.1. All Legal Proceedings of whatsoever nature (legal, taxation and others, including any suits, appeals, arbitrations, execution proceedings, revisions, writ petitions, if any) by or against the Transferor Companies, as on the Appointed Date, shall not abate, be discontinued or be in any way prejudicially affected by reason of the Amalgamation or anything contained in this Scheme but the said proceedings, shall, till the Effective Date be continued, prosecuted and enforced by or against the Transferor Companies, as if this Scheme had not been made.

• 15.2. From the date of approval of this Scheme by the Board of the Transferor Companies and until the Effective Date, the Transferor Companies shall defend all Legal Proceedings, other than in the ordinary course of business, with the advice and instructions of the Transferee Company.

• 15.3. Upon the coming into effect of this Scheme, all Legal Proceedings, suits, actions, and other proceedings including legal and taxation proceedings, (including before any statutory or quasijudicial authority or tribunal) by or against the Transferor Companies, whether pending and/or arising on or before the Effective Date shall be continued and / or enforced by or against the Transferee Company as effectually and in the same manner and to the same extent as if the same had been instituted and/or pending and/or arising by or against the Transferee Company.

• 15.4. The Transferee Company undertakes to have all legal or other proceedings initiated by or against the Transferor Companies referred to in Clause 15.1 above transferred in its name respectively and to have the same continued, prosecuted and enforced by or against the Transferee Company, to the exclusion of the Transferor Companies.

• 15.5. On and from the Effective Date, the Transferee Company shall have a right, if required, to initiate any Legal Proceedings in relation to any transactions entered into by the Transferor Companies in the same manner and to the same extent as would or might have been initiated by the Transferor Companies and any payment and expenses made thereto shall be the liability of the Transferee Company.

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16. CONTRACTS, DEEDS AND OTHER INSTRUMENTS

• 16.1. Upon the coming into effect of this Scheme and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, schemes, indemnities, guarantees, incentives, arrangements and other instruments, whether pertaining to immovable properties or movable properties or otherwise, of whatsoever nature to which the Transferor Companies are a party or to the benefit of which the Transferor Companies may be eligible, and which are subsisting or have effect immediately before the Effective Date, shall continue in full force and effect on or against or in favor of, as the case may be, of the Transferee Company and may be enforced as fully and effectually as if, instead of the Transferor Companies, the Transferee Company had been a party or beneficiary or obligee thereto or there under. All such property and rights shall stand vested in Transferee Company pursuant to Sections 230 to 232 of the 2013 Act and shall be deemed to have become the property and rights of Transferee Company whether the same is implemented by endorsement or delivery and possession or in any other manner.

• 16.2. Any inter-se contracts between the Transferee Company and the Transferor Companies respectively shall stand cancelled and cease to operate upon this part of the Scheme becoming effective.

• 16.3. All the insurance policies registered in the name of the respective Transferor Companies shall without any further act, instrument or deed, be and stand transferred to and vested in and or be deemed to have been transferred to and vested in and be available to the benefit of the Transferee Company and accordingly, the name of the Transferee Company shall be deemed to be substituted as the insured in all such insurance policies and the insurance companies shall record the name of the Transferee Company in all the insurance policies registered in the name of the respective Transferor Companies (as applicable).

• 16.4. For the avoidance of doubt and without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of this Scheme, all consents, permissions, licenses, certificates, clearances, authorities, power of attorney given by, issued to or executed in favour of the Transferor Companies shall stand transferred to the Transferee Company, as if the same were originally given by, issued to or executed in favour of the Transferee Company and the Transferee Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be available to the Transferee Company. Such transfer shall be concluded

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without any further act, deed or thing and without prejudice to the same, wherever required, the Transferee Company shall be entitled to make necessary applications and do all such acts or things which may be necessary to obtain relevant approvals from the concerned Governmental Authorities as may be necessary in this behalf.

• 16.5. Benefits of any and all corporate approvals as may have already been taken by the Transferor Company shall stand transferred to the Transferee Company and the said corporate approvals and compliances shall be deemed to have been taken / complied with by the Transferee Company.

• 16.6. The Transferee Company, at any time after the Scheme becoming effective in accordance with the provisions hereof, if so required under any law or otherwise, will execute deeds of confirmation or other writings or arrangements with any party to any contract or arrangement to which the Transferor Companies are a party in order to give formal effect to the above provisions. The Transferee Company shall, under the provisions of this Scheme, be deemed to be authorised to execute any such writings on behalf of the Transferor Companies and to carry out or perform all such formalities or compliances, referred to above, on behalf of the Transferor Companies.

• 16.7. In relation to the above, any procedural requirements required to be fulfilled solely by Transferor Companies (and not by its successors), shall be fulfilled by Transferee Company as if it is the duly constituted attorney of Transferor Company.

17. TREATMENT OF STAFF, WORKMEN AND EMPLOYEES

• 17.1. Upon the coming into effect of this Scheme, all staff, workmen, employees of the Transferor Companies who are in service on the date immediately preceding the Effective Date, shall become the staff, workmen, employees of the Transferee Company, on terms and conditions not less favourable than those on which they are engaged by the Transferor Companies and without any interruption of or break in service as a result of the amalgamation of the Transferor Companies with the Transferee Company. The Transferee Company further agrees that, for the purpose of payment of all retirement benefits/compensation, such immediate uninterrupted past services of such employees with the Transferor Companies shall be taken into account from the date of their appointment with the Transferor Companies and such benefits to which the Employees are entitled in the Transferor Companies shall also be taken into account and paid (as and when payable) by the Transferee Company.

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• 17.2. Upon the Scheme becoming effective, the Transferor Companies will transfer/handover to the Transferee Company, copies of employment information of all such transferred employees of the Transferor Company, including but not limited to, personnel files (including hiring documents, existing employment contracts, and documents reflecting changes in an employee’s position, compensation, or benefits), payroll records, medical documents (including documents relating to past or ongoing leaves of absence, on the job injuries or illness, or fitness for work examinations), disciplinary records, supervisory files and all forms, notifications, orders and contribution/identity cards issued by the concerned authorities relating to benefits transferred pursuant to this sub-clause.

• 17.3. On and from the Effective Date and with effect from the Appointed Date, the accounts / funds of staff, workmen and employees, past or present, relating to pension and/or superannuation fund, provident fund, gratuity fund, employee state insurance contribution, or any other special fund or trusts created or existing for the benefit of staff, workmen and employees of the Transferor Companies shall stand transferred to the respective Trusts / Funds of the Transferee Company and such employees shall be deemed to have become members of such Trusts / Funds of the Transferee Company. Pending the transfer as aforesaid, the dues of the said employees would continue to be deposited in the existing superannuation fund, provident fund, gratuity fund, employee state insurance contribution, and other fund respectively of the Transferor Companies and such funds shall be held for the benefit of the employees transferred under the Scheme. It is clarified that the services of the staff, workmen and employees of the Transferor Companies will be treated as having been continuous for the purpose of the aforesaid fund(s)/contribution.

• 17.4. Insofar as the provident fund, gratuity fund, superannuation fund, retirement fund and any other funds or benefits created by the Transferor Companies for its employees or to which the Transferor Companies is contributing for the benefit of its employees (collectively referred to as the "Funds") are concerned, the Funds or such part thereof as relates to the employees (including the aggregate of all the contributions made to such Funds for the benefit of the employees, accretions thereto and the investments made by the Funds in relation to the employees) shall be transferred to the Transferee Company and shall be held for the benefit of the concerned employees. In the event the Transferee Company has its own funds in respect of any of the employee benefits referred to above, the Funds shall, subject to the necessary approvals and permissions, and at the discretion of the Transferee Company, be merged with the relevant funds of the Transferee Company.

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• 17.5. The Transferee Company shall continue to abide by any agreement(s) / settlement(s) entered into by the Transferor Companies with any of their employees prior to Appointed Date and from Appointed Date till the Effective Date.

• 17.6. It is clarified that save as expressly provided for in this Scheme, the Employees who become the employees of the Transferee Company by virtue of this Scheme, shall not be entitled to the employment policies and shall not be entitled to avail of any schemes and benefits (including employee stock options) that may be applicable and available to any of the other employees of the Transferee Company, unless otherwise determined by the Transferee Company. Provided further that, in the event of variation in the employment policies of the Transferor Companies and the Transferee Company, the Transferee Company is entitled to modify, alter such employment policies of the Transferor Companies to align them with the employment policies of the Transferee Company and the Employees shall be bound by such modified policies till the time it is not prejudicial to the interests of the employees of the Transferor Companies.

18. TREATMENT OF TAXES

• 18.1. Any tax liabilities under the Income-tax Act, 1961, Wealth Tax Act, 1957, Chapter VIII of Finance Act, 2016, Customs Act, 1962, Central Excise Act, 1944, Maharashtra Value Added Tax Act, 2002, Central Sales Tax Act, 1956, any other state Sales Tax / Value Added Tax laws, Chapter V of Finance Act, 1994, The Integrated Goods and Services Tax Act, 2017, The Central Goods and Services Tax Act, 2017, Maharashtra Goods and Services Tax Act, 2017 and any other state Goods and Services Tax Act, 2017, The Goods and Services Tax (Compensation to States) Act, 2017, Stamp Laws or other Applicable Laws/ regulations, as amended from time to time (hereinafter in this Clause referred to as "Tax Laws") dealing with taxes/ duties/ levies allocable or related to the business of the Transferor Companies to the extent not provided for or covered by tax provision in the Accounts made as on the date immediately preceding the Appointed Date shall be transferred to Transferee Company.

• 18.2. All taxes (including income tax and surcharge and cess on such income tax, minimum alternate tax including surcharge and cess on such minimum alternate tax, tax on distributed profits (i.e. Dividend Distribution Tax), tax on distributed income (i.e. Buy-back Tax), equalisation levy, wealth tax, sales tax, excise duty, customs duty, service tax, CGST, SGST, IGST, GST Compensation Cess, value added tax (‘VAT’), etc.) paid or payable by the Transferor Companies

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under any Tax Laws for the time being in force in respect of the operations and/or the profits of the business on and from the Appointed Date, or any tax deducted or collected at source from the Transferor Companies shall be on account of the Transferee Company and, in so far as it relates to the tax payment (including without limitation income tax, wealth tax, sales tax, excise duty, customs duty, service tax, CGST, SGST, IGST, GST Compensation Cess, VAT, etc.), whether by way of deduction at source, advance tax, or otherwise howsoever, by the Transferor Companies in respect of the profits or activities or operation of the business on and from the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company, and, shall, in all proceedings, be dealt with accordingly.

• 18.3. Any tax deducted or collected at source by the Transferor Companies / the Transferee Company transaction with the Transferee Company / the Transferor Companies respectively which has been deemed not to be accrued, shall be deemed to be advance taxes paid by the Transferee Company and shall, in all proceedings, be dealt with accordingly.

• 18.4. Any refund under the Tax Laws due to the Transferor Companies consequent to the assessments made on the Transferor Companies, whether or not the credit is taken in the accounts, shall belong to and be received by the Transferee Company.

• 18.5. Further, any tax incentives, subsidies, special status, benefit, advantages, privileges, credits, tax holiday, deduction, exemption, rebates, carried forward accumulated business losses and unabsorbed depreciation as per the Income-tax Act, 1961 (including loss and depreciation as per books of accounts) entitled to / enjoyed / availed by the Transferor Companies under the provisions of Income-tax Act, 1961 shall stand transferred to and vested in or deemed to be transferred to and vested in the Transferee Company and be entitled to / enjoyed / availed / utilized by the Transferee Company on and from the Appointed Date in the same manner as would have been entitled to / enjoyed / availed / utilized by the Transferee Company before implementation of this Scheme.

• 18.6. Without prejudice to the generality of the above, all benefits including under the Income-tax Act, 1961, sales tax, excise duty, customs duty, service tax, CGST, SGST, IGST, GST Compensation Cess, VAT, etc., to which the Transferor Companies are entitled to in terms of the applicable tax laws of the Union and State Governments, shall be available to and vest in the Transferee Company.

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• 18.7. All expenses incurred by the Transferor Companies under Section 43B of the Income-tax Act, 1961, shall be claimed as a deduction by the Transferee Company and the transfer of the Transferor Companies shall be considered as a succession of the business by the Transferee Company. Accordingly, it is further clarified that the Transferee Company shall be entitled to claim deduction under section 43B of the Income-tax Act, 1961 in respect of the unpaid liabilities transferred to the extent not claimed by the Transferor Companies, as and when the same are paid subsequent to the Appointed Date.

• 18.8. Upon this Scheme being effective, the Transferor Company and the Transferee Companies are expressly permitted to revise their financial statements and returns, along with prescribed forms, filings and annexures under the Income-tax Act, 1961 (including for the purpose of re-computing minimum alternative tax, and claiming other tax benefits), goods and services tax laws and other tax laws, and to claim refunds and / or credits for taxes paid (including tax on book profits, minimum alternative tax credit and foreign tax credit), and to claim tax benefits etc. and for matters incidental thereto, if required to give effect to the provisions of the Scheme notwithstanding that the period of filing / revising such returns / forms may have lapsed and period to claim refund / credit also elapsed upon this Scheme becoming effective. The Transferee Company is expressly permitted to revise and file its income tax returns and other statutory returns, even beyond the due date, if required, including tax deducted/ collected at source returns, service tax returns, excise tax returns, sales tax/ value added tax/ goods and service tax returns, as may be applicable and has expressly reserved the right to make such provision in its returns and to claim refunds, advance tax credits, credit of tax deducted at source, credit of foreign Taxes paid/ withheld, etc. if any, as may be required for the purposes of implementation of the Scheme.

19. CONDUCT OF BUSINESSES UNTIL EFFECTIVE DATE

With effect from the Appointed Date and up to and including the Effective Date:

• 19.1. The Transferor Companies undertake to preserve and carry on its business, with reasonable diligence and business prudence and in the same manner as the Transferor Companies had been doing hitherto and shall not undertake financial commitments or sell, transfer, alienate, charge, mortgage, or encumber or otherwise deal with or dispose of any undertaking or any part thereof save and except in each case:

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• a) if the same is in its ordinary course of business as carried on by it as on the date of filing this Scheme with the Tribunal; or

• b) if the same is expressly permitted by this Scheme; or

• c) if the prior written consent of the Board of Directors of the Transferee Company has been obtained.

• 19.2. The Transferor Companies shall carry on and be deemed to have carried on all business and activities and shall stand possessed of all the assets, rights, title and interest for and on account of, and in trust for the Transferee Company. The Transferor Companies hereby undertake to hold the said assets with utmost prudence until the Effective Date.

• 19.3. With effect from the Appointed Date and up to and including the Effective Date:

• a) The Transferor Companies shall carry on and be deemed to have carried on all business and activities and shall hold and stand possessed of and shall be deemed to hold, and stand possessed of all its estates, assets, rights, title, interest, authorities, contracts, investments and strategic decisions for and on account of, and in trust for, the Transferee Company;

• b) All profits and income accruing or arising to the Transferor Companies, and losses and expenditure arising or incurred by it (including taxes, if any, accruing or paid in relation to any profits or income), for the period commencing from the Appointed Date and up to and including the Effective Date shall, for all purposes, be treated as and be deemed to be the profits, income, losses or expenditure (including taxes), as the case may be, of the Transferee Company;

• c) Any rights, powers, authorities or privileges exercised by the Transferor Companies, shall be deemed to have been exercised by the Transferor Companies for and on behalf of, and in trust for and as an agent of the Transferee Company. Similarly, any of the obligations, duties and commitments that have been undertaken or discharged by the Transferor Companies, shall be deemed to have been undertaken for and on behalf of and as an agent for the Transferee Company;

• d) All taxes (including, without limitation, income tax, wealth tax, sales tax, excise duty, custom duty, service tax, VAT, IGST, SGST, GST Compensation Cess, etc.) paid or payable by the Transferor Companies in respect of their operations and/or the profits before the Appointed

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Date, shall be on account of the Transferor Companies and, insofar as it relates to the tax payment (including, without limitation, income tax, wealth tax, sales tax, excise duty, custom duty, service tax, VAT, IGST, SGST, GST Compensation Cess, etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the Transferor Companies in respect of the profits or activities or operation, after the Appointed Date, the same shall be deemed to be the corresponding item paid by the Transferee Company and, shall, in all proceedings, be dealt with accordingly; and

• e) The Transferor Companies shall not vary the terms and conditions of service of the employees or conclude settlements with unions or employees, except in the ordinary course of business or consistent with past practice or pursuant to any pre-existing obligation without the prior written consent of the Board of Directors of the Transferee Company

• 19.4. The Transferee Company shall be entitled, pending the sanction of the Scheme, to apply to the Appropriate Authority including Central/State Government, and all other agencies, departments and authorities concerned as are necessary under any Applicable Laws or rules, for such consents, approvals and sanctions, which the Transferee Company may require pursuant to this Scheme.

20. SAVING OF CONCLUDED TRANSACTIONS

• 20.1. The transfer and vesting of the assets, liabilities and obligations pertaining/relating to the Transferor Companies, pursuant to this Scheme, and the continuance of the proceedings by or against the Transferee Companies, under Clause 15 of this Scheme shall not affect any transactions or proceedings already completed by the Transferor Companies, on and after the Appointed Date to the end and intent that the Transferee Companies accepts all acts, deeds and things done and executed by and/or on behalf of the Transferor Companies, as acts, deeds and things done and executed by and on behalf of the Transferee Companies.

21. AGGREGATION OF AUTHORISED SHARE CAPITAL

• 21.1. The provisions of this Clause 21 shall operate notwithstanding anything to the contrary in any other instrument, deed or writing.

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• 21.2. Upon this Scheme becoming effective, the authorized share capital of INR 10,00,20,00,000 (Rupees One Thousand Crores Twenty Lakhs Only) of the First Transferor Company which comprises of 1,00,00,00,000 Equity Shares of INR 10 each (INR 10,00,00,00,000) and 2,00,000 Preference Shares of INR 10 each (INR 20,00,000) and , the authorized share capital of INR 15,00,00,000 (Rupees Fifteen Crores Only) of the Second Transferor Company which comprises of 1,05,50,000 Equity Shares of INR 10 each (INR 10,55,00,000) and 44,50,000 Redeemable Preference Shares of INR 10 each (INR 4,45,00,000), shall stand consolidated with the authorized share capital of the Transferee Company as mentioned in Clause 21.4 below.

• 21.3. Accordingly, the authorized share capital of the Transferee Company shall stand increased to that extent without any further act, instrument or deed on the part of the Transferee Company. The Transferee Company shall pay fees or charges, if any to the Registrar of Companies in accordance with provisions of Section 232(3)(i) of the Act after setting-off fees already paid by the respective Transferor Companies, and/or to any other government authority, and the Memorandum of Association of the Transferee Company (relating to the authorised share capital) shall, without any further act, instrument or deed, be and stand altered, modified and amended, pursuant to Section 13, 14, 61 and 232(3)(i) respectively of the Companies Act, 2013 and/or any other applicable provisions of the Act, as the case may be. Hence, for this purpose, the fees paid on the authorised share capital of the Transferor Companies shall be utilised and set-off against fees payable, if any by the Transferee Company on such increased authorised share capital. The Transferee Company shall not be required to pay any stamp duty on such increased authorised share capital. Further, in the event of any increase in the authorised share capital of the Transferor Companies and/ or the Transferee Company before the Effective Date, on sanctioning of the any other Scheme by the competent authorities or otherwise increased independently by the respective Companies, such increase shall be given effect to while aggregating the authorised share capital of the Transferee Company and the clauses provided hereinunder shall stand modified to that extent such that the such increase shall be taken in account while aggregating the Authorised Share Capital under the present Scheme.

• 21.4. Consequent upon the amalgamation, the Authorised Share Capital of the Transferee Company will be amended/ altered / modified as under:

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	Share Capital	Amount (in INR)
	Authorized Share Capital
	520,27,50,000 Equity Shares of INR 2 each	10,40,55,00,000
	5,32,50,000 preference shares of INR 2 each	10,65,00,000
	Total	10,51,20,00,000

• 21.5. Accordingly, clause V of the Memorandum of Association of the Transferee Company shall be amended by deleting the existing clause and replacing it by the following:

V. The Authorized Share Capital of the Company is Rs. 10,51,20,00,000 (Rupees One Thousand Fifty-One Crores Twenty Lakhs) divided into:

(i) 520,27,50,000 (Five Hundred Twenty Crore Twenty Seven Lakh Fifty Thousand) Equity Shares of Rs. 2 (Rupees Two Only) each;

and

(ii) 5,32,50,000 (Five Crore Thirty Two Lakh Fifty Thousand) Preference Shares of Rs. 2 (Rupees Two Only) each.

• 21.6. It is clarified that the consent of the shareholders to the Scheme shall be deemed to be sufficient for the purposes of effecting this amendment, and no further resolution(s) under Sections 13 and 61 of the Act or any other applicable provisions of the Act, would be required to be separately passed.

22. DISSOLUTION WITHOUT WINDING UP OF THE TRANSFEROR COMPANIES

• 22.1. The Transferor Companies shall be dissolved without winding up, on an order made by the Hon'ble NCLT under Sections 230 to 232 and other applicable provisions of the Act, without any further act, deed or instrument on part of the Transferor Companies and/or the Transferee Company. On and from the Effective Date, the name of the Transferor Company shall be struck off from the records of the concerned Registrar of Companies.

23. APPLICATIONS TO NCLT OR OTHER APPROPRIATE AUTHORITIES

• 23.1. The Transferor Companies and the Transferee Company shall, with all reasonable dispatch, make necessary applications and / or petitions under Sections 230 to 232 of the Act and/or other

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applicable provisions of the Act to the Hon’ble NCLT or such other Appropriate Authority, where the registered offices of the Transferor Companies and the Transferee Company are situated, for seeking order for dispensing with or convening, holding and conducting of meeting of the members and/or creditors of the Transferor Companies and the Transferee Company, as may be directed by the NCLT or such other Appropriate Authority for approval of this Scheme, dissolution of the Transferor Companies without being wound up and all matters ancillary or incidental thereto.

24. FACILITATION PROVISIONS

• 24.1. For the purpose of giving effect to the amalgamation order passed under Sections 230 to 232 and other applicable provisions of the Act in respect of this Scheme by the Tribunal, the Transferee Company shall, at any time pursuant to the orders approving this Scheme, be entitled to get the recordal of the change in the legal right(s) upon the amalgamation of the Transferor Companies, in accordance with the provisions of Sections 230 to 232 of the Act. The Transferee Company is and shall always be deemed to have been authorized to execute any pleadings, applications, forms, etc, as may be required to remove any difficulties and facilitate and carry out any formalities or compliances as are necessary for the implementation of this Scheme.

• 24.2. The Transferee Company may, from time to time, in accordance with the Act, rules and regulations framed by the SEBI including the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 and other Applicable Law, issue securities to any Person (including by way of a rights issue, preferential allotment, private placement, QIP, bonus issue or any other permissible manner).

25. MODIFICATIONS OR AMENDMENTS TO THE SCHEME

• 25.1. The Transferor Companies and the Transferee Company (on behalf of all concerned stakeholders such as shareholders, creditors, etc.) by their respective Board of Directors or such other person or persons, as the respective Board of Directors may authorize, including any committee or subcommittee thereof, may make and/or accord their consent to any modifications/amendments to the Scheme or to any conditions or limitations that the NCLT or any other authority, may deem fit to direct or impose or which may otherwise be considered necessary, desirable or appropriate by them. The Transferor Companies and the Transferee Company by their respective Board of Directors or such other person or persons, as the respective Board of Directors may authorize including any

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committee or sub-committee thereof, shall be authorized to take all such steps as may be necessary, desirable or proper to resolve any doubts, difficulties or questions whether by reason of any directive or orders of any other authorities or otherwise whatsoever arising out of or under or by virtue of the Scheme and/or any matter concerned or connected therewith. In case, post approval of the Scheme by the NCLT, there is any confusion in interpreting any clause of this Scheme, or otherwise, Board of Directors of the Transferor Companies and the Transferee Company will have complete power to take the most sensible interpretation so as to render the Scheme operational.

• 25.2. For the purpose of giving effect to this Scheme or to any modifications or amendments thereof or additions thereto, the Board of Directors of the Transferor Companies and the Transferee Company may give and are hereby authorized to determine and give all such directions as are necessary including directions for settling or removing any question of doubt or difficulty that may arise and such determination or directions, as the case may be, shall be binding on all parties, in the same manner as if the same were specifically incorporated in this Scheme.

26. SCHEME CONDITIONAL ON APPROVALS/ SANCTIONS

• 26.1. The effectiveness of this Scheme is and shall be conditional upon and subject to the fulfillment of the following conditions:

• a) Obtaining observation letter from SEBI or the Stock Exchanges where the equity shares of the Transferee Company are listed, in relation to the Scheme under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015;

• b) Approval of the Scheme by requisite majority of each class of shareholders and / or the creditors of the Transferor Companies and the Transferee Company and such classes of persons of the said Companies, if any, as applicable or as may be required under the Act and/or as may be directed by the Tribunal;

• c) Approval of the Scheme by the public shareholders of Transferee Company through e-voting in terms of para 10 of part I of the SEBI Circular and the Scheme shall be acted upon only if the votes cast by the public shareholders of Transferee Company in favor of the proposal are more than the number of votes cast by the public shareholders of Transferee Company against it;

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• d) Compliance with the other provisions of the SEBI Circular or with the provisions of any other any Applicable Law;

• e) Such other approvals or consents or permission or waiver, including approval or consent or permission or waiver of any other Appropriate Authority or third party, if any, as may be required by law in respect of this Scheme or any part thereof being obtained.

• f) The Scheme being sanctioned by the Hon’ble NCLT under Sections 230 to 232 of the Act;

• g) Certified or authenticated copy of the final Order of the NCLT, sanctioning this Scheme under the provisions of Sections 230 to 232 of the Act, being filed with the Registrar of Companies, Maharashtra at Mumbai either by way of filing required e-forms with Ministry of Corporate Affairs portal or otherwise; and

• 26.2. It is hereby clarified that submission of the Scheme to the Tribunal and to the Appropriate Authorities for their respective approval is without prejudice to all rights, interests, titles or defense’s that the Transferor Companies and the Transferee Company may have under or pursuant to all Applicable Laws.

• 26.3. On the approval of this Scheme by the shareholders of the Transferor Companies and the Transferee Company and such other classes of persons of the said Companies, if any, such shareholders and classes of persons shall also deemed to have resolved and accorded all relevant consents under the Act or otherwise to the same extent applicable in relation to the amalgamation set out in this Scheme, related matters and this Scheme itself.

27. WITHDRAWAL OF THE SCHEME OR NON-RECEIPT OF APPROVALS / SANCTIONS

• 27.1. In the event of withdrawal or any of the said sanctions and approvals referred to in the preceding clause not being obtained and/or complied with and/or satisfied and/or this Scheme not being sanctioned by the NCLT or such other competent authority and/or order or orders not being passed as aforesaid, this Scheme shall stand revoked, cancelled and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se between the Transferor Companies and the Transferee Company or their respective shareholders or creditors or employees or any other person and save and except in respect of any act or deed done prior thereto as is

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contemplated hereunder or as to any rights, liabilities or obligations which have arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the Applicable Law and in such case, each party shall bear its own costs unless otherwise mutually agreed.

28. REVOCATION, WITHDRAWAL OF THIS SCHEME

• 28.1. The Board of the Transferee Company shall be entitled to revoke, cancel, withdraw and declare this Scheme of no effect at any stage if, (a) this Scheme is not being sanctioned by the NCLT or if any of the consents, approvals, permissions, resolutions, agreements, sanctions and conditions required for giving effect to this Scheme are not obtained or for any other reason (b) in case any condition or alteration imposed by the shareholders and / or creditors of the Transferor Companies and the Transferee Company, the NCLT or any other authority is not acceptable to the Board of the Transferee Company; or (c) the Board of the Transferee Company is of the view that the coming into effect of this Scheme, in terms of the provisions of this Scheme, or filing of the drawn up order with Appropriate Authority could have adverse implications on all or any of the Transferor Companies and the Transferee Company.

• 28.2. On revocations, withdrawal, cancellation, this Scheme shall stand revoked, withdrawn, cancelled, and be of no effect and in that event, no rights and liabilities whatsoever shall accrue to or be incurred inter se between the Transferor Companies and the Transferee Company or their respective shareholders or creditors, or employees, or any other person, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out in accordance with the Applicable Law and in such case, the Transferee Company shall bear all costs relating to this Scheme unless otherwise mutually agreed.

29. DIVIDENDS

• 29.1. The Transferor Companies and the Transferee Company shall be entitled to declare and pay dividends to their respective shareholders in respect of the accounting period ending 31[st] March 2024 consistent with the past practice or in ordinary course of business, whether interim or final. Any other dividend shall be recommended / declared only by the mutual consent of the concerned parties.

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• 29.2. It is clarified that the aforesaid provisions in respect of declaration of dividends (whether interim or final) are enabling provisions only and shall not be deemed to confer any right on any shareholder of the Transferor Companies and the Transferee Company to demand or claim or be entitled to any dividends which, subject to the provisions of the Act, shall be at the discretion of the respective Boards of the Transferor Companies and the Transferee Company, and subject to approval, if required, of the shareholders of the Transferor Companies and the Transferee Company respectively.

30. SCHEME AS AN INTEGRAL WHOLE AND SEVERABILITY

The provisions contained in this Scheme are inextricably inter-linked with the other provisions and the Scheme constitutes an integral whole. The Scheme would be given effect to only if it is approved in its entirely unless specifically agreed otherwise by the respective Board of Directors of the Transferor Companies and the Transferee Company.

31. BINDING EFFECT

Upon the Scheme becoming effective, the same shall be binding on the Transferor Companies and the Transferee Company and all concerned parties without any further act, deed, matter or thing.

32. COSTS, CHARGES & EXPENSES

All costs, charges, taxes including duties, levies and all other expenses including stamp duty and registration fee of any deed, document, instrument and/or order passed by the Hon’ble NCLT including this Scheme or in relation to or in connection with negotiations leading up to the Scheme and of carrying out and implementing the terms and provisions of this Scheme and incidental to the completion of arrangement in pursuance of this Scheme, if any (save as expressly otherwise agreed) of the Transferor Companies and the Transferee Company shall be borne in the manner as may be mutually agreed to between the Board of Directors or persons authorised by the Board of Directors of the Transferor Companies and the Transferee Company.

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Annexure 3

BALAJI TELEFILMS LIMITED

Unaudited Standalone Balance Sheet as at September 30, 2024

Particulars	Note No.	As at September 30, 2024	As at March 31, 2024
		(₹ In Lacs)	(₹ In Lacs)
(i) Investments (ii) Loans (iii) Other financial assets Total non-current assets (i) Investments (ii) Trade receivables (iii) Cash and cash equivalents (iv) Bank balances other than (iii) above (v) Loans (vi) Other financial assets Total current assets Total Assets Total equity Non-current liabilities (a) Financial liabilities (i) Lease liabilities (b) Provisions Total non-current liabilities Current liabilities (a) Financial liabilities (i) Short Term Borrowings (ii) Lease liabilities (iii) Trade payables (I) total outstanding dues of micro and small enterprises; (II) total outstanding dues of creditors other than (I) above; (iv) Other financial liabilities (b) Other current liabilities (c) Provisions (d) Current tax liabilities (net) Total current liabilities Total Equity and Liabilities (a) Equity share capital (b) Other equity ASSETS (e) Non-current Income tax assets (net) (d) Other current assets EQUITY AND LIABILITIES Equity Non-current assets (a) Property, plant and equipment (b) Right of use asset (c) Financial assets (d) Deferred tax assets (net) (f) Other non-current assets Current assets (a) Inventories (b) Financial assets Liabilities (c) Contract assets	4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31	1,080.85 159.26 82,133.86 12,816.17 151.06 731.80 3,147.76 2,905.92	1,506.30 295.69 82,021.12 10,460.44 150.82 740.61 3,212.72 4,389.27
		1,03,126.68	1,02,776.97
		5,686.90 211.81 14,623.44 1,227.93 51.37 777.16 2,822.15 174.16 3,113.95	15,994.17 204.49 12,562.27 3,670.63 50.42 927.89 718.36 489.00 2,470.89
		28,688.87	37,088.12
		1,31,815.55	1,39,865.09
		2,030.58 1,18,150.88	2,030.58 1,15,179.40
		1,20,181.46	1,17,209.98
		45.38 49.54	65.28 49.54
		94.92	114.82
		3,361.04 143.41 168.45 6,150.70 4.91 1,310.73 55.46 344.47	7,641.89 216.17 153.44 7,977.89 4.95 6,505.08 40.87 -
		11,539.17	22,540.29
		1,31,815.55	1,39,865.09

176

BALAJI TELEFILMS LIMITED

Unaudited Standalone Statement of Profit and Loss for the period ended September 30, 2024

Particulars	Note No.	For the period ended September 30, 2024	For the year ended March 31, 2024
		(₹ In Lacs)	(₹ In Lacs)
(I) (b) Other Income (II) Total income (III) EXPENSES (a) (b) (c) (d) (e) (f) (g) (IV) Total expenses (V) Profit before tax (II-IV) (VI) Tax expense: Current tax Deferred tax Total tax expense (VII) (VIII) (IX) (X) Basic earnings per share (In ₹ ) Diluted earnings per share (In ₹ ) (Face value of ₹ 2 each) Other expenses Depreciation and amortisation expense Marketing and distribution expenses Finance costs INCOME (a) Revenue from operations Items that will not be reclassified to profit or loss Remeasurements of the post employment benefit obligations gain/(loss) Income tax relating to items that will not be reclassified to profit or loss Cost of Production / Acquisition Fees Employee benefits expense Changes in inventories Total comprehensive income for the year (VII+VIII) Profit after tax (V-VI) Other comprehensive income Other comprehensive income / (loss) for the year, net of tax	32 33 34 35 36 37 38 39 40 41 42	28,497.69 727.97	57,882.73 327.47
		29,225.66	58,210.20
		11,128.42 10,307.27 1,509.36 863.77 264.70 374.99 1,017.79	43,612.58 (67.03) 3,291.97 1,612.58 1,037.32 760.83 2,653.96
		25,466.30	52,902.21
		3,759.36 1,025.00 9.31	5,307.99 1,400.00 (12.12)
		1,034.31	1,387.88
		2,725.05 (1.94) 0.49	3,920.11 (3.89) 0.98
		(1.45)	(2.91)
		2,723.60	3,917.20
		2.68 2.67	3.87 3.87

177

BALAJI TELEFILMS LIMITED

Unaudited Standalone Statement of Cash Flows for the year ended September 30, 2024

	Particulars	For the year ended September 30, 2024	For the year ended September 30, 2024	For the year ended March 31, 2024	For the year ended March 31, 2024
		(₹in Lacs)		(₹in Lacs)
A. B. **C. **	CASH FLOW FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Depreciation and amortisation expense Finance cost Loss/(Gain) on Lease Modification Net gains on financial assets measured at fair value through profit and loss Sundry credit balance written back Unwinding of discount on security deposit Unwinding of discount on loan to employee Employee share based payment expenses/ (reversals) Profit on Sale of Property, plant and equipment Property, plant and equipment written off Interest income Operating profit before working capital changes Adjustments for: (Increase)/Decrease in trade receivables (Increase) in other current financial assets (Increase) in other current assets Decrease in contract assets Decrease in other non current financial assets Decrease in other non current assets Decrease/(Increase) in inventories (Decrease) in trade payables (Decrease) in other current financial liabilities (Decrease)/Increase in other current liabilities and provisions Cash generated from operations Direct taxes (paid)/refund (net) Net cash generated from operating activities (A) CASH FLOW FROM INVESTING ACTIVITIES Payments for purchase of property, plant and equipment Proceeds from sale/ cost reimbursement in respect of property, plant and equipment Payments for purchase of current investments Investment in Fixed Deposits with Banks Proceeds from redemption of Fixed Deposits with Banks Loans given to related parties and employees Repayment of Loan given to related parties and employees Interest income received Net cash (used in) investing activities (B) CASH FLOW FROM FINANCING ACTIVITIES Loan taken from related party Repayment of Loan taken from related party Borrowing taken under cash credit facility( Net of Repayment) Issue of shares under ESOP Payment of principal portion of lease liability Interest expenses on lease liability Interest and other finance charges paid Net cash (used in) / generated from financing activities (C) Net increase in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year	374.99 264.70 12.92 (7.33) - (19.71) (1.94) 135.14 (0.30) 6.43 (609.24)	3,759.36 155.66	760.83 1,037.32 (4.49) (12.49) (43.90) (1.74) 22.80 (0.43) (262.19)	5,307.99 1,495.71
		(2,061.40) (2,103.77) (643.06) 314.85 1.04 1,483.35 10,307.27 (1,831.58) (0.04) (5,181.71)	3,915.02 284.95	9,756.58 (714.85) (879.68) 60.14 569.44 575.27 (67.03) (1,479.85) (3.51) 3,313.53	6,803.70 11,130.04
		(239.73) 403.99 - - - (2,387.01) 789.30 6.90	4,199.97 (615.57)	(670.58) 0.43 (200.00) (44.22) 1,060.42 (11,335.02) 1,101.60 33.65	17,933.74 (2,606.92)
			3,584.40		15,326.82
		- (4,500.00) - - (82.20) (9.98) (8.36)	(1,426.55)	2,300.00 (500.00) (4,828.23) 362.34 (182.01) (31.06) (287.83)	(10,053.72)
			(4,600.55) (2,442.70) 3,670.63		(3,166.79) 2,106.31 1,564.32

178

BALAJI TELEFILMS LIMITED

BALAJI TELEFILMS LIMITED
Unaudited Standalone Statement of Cash Flows for the year ended September 30, 2024 Cash and cash equivalents at the end of the period (Refer Note 15) D. Non-cash financing and investing activities Acquisition of Right to use asset	1,227.93 -
	1,227.93	3,670.63
	-	100.60

179

BALAJI TELEFILMS LIMITED

Unaudited Standalone Statement of Cash Flows for the year ended September 30, 2024

Components of cash and cash equivalents
Particulars	As at September 30, 2024	As at March 31, 2024
Cash and cash equivalents above comprise of (a) Cash on hand (b) Balances with banks- (i) In current accounts (ii) In deposit accounts with original maturity of less than three months Cash and cash equivalents at the end of theperiod	(₹in Lacs)	(₹in Lacs)
	23.80 1,202.58 1.55	23.61 3,645.51 1.51
	1,227.93	3,670.63

180

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 4- Property, plant and equipment and Capital work in progress

Note 4- Property, plant and equipment and Capital work	in progress	in progress	in progress	in progress	in progress	in progress	in progress	in progress	in progress	in progress	in progress
	(₹ In Lacs)
Description of Assets	Freehold Buildings	Computers	Plant and equipments	Studios and sets	Vehicles	Furniture and fixtures	Office equipments	Electrical fittings	Lease Hold Improvements	Total	Capital work-in- progress (CWIP)
I. Gross Carrying Amount
Balance as at April 1, 2024	236.82	940.56	1,063.72	2,447.48	1,001.07	348.80	538.47	109.59	256.72	6,943.23	-
Additions	-	0.58	-	-	238.90	-	0.25	-	-	239.73	-
Disposals / Written off	-	-	-	(431.46)	(24.13)	-	-	-	-	(455.58)	-
Transfer from CWIP	-	-	-	-	-	-	-	-	-	-	-
Balance as at September 30, 2024	236.82	941.13	1,063.72	2,016.02	1,215.84	348.80	538.72	109.59	256.72	6,727.37	-
II. Accumulated Depreciation
Balance as at April 1, 2024	**(62.43) **	**(897.23) **	**(864.19) **	**(1,543.10) **	**(866.62) **	**(338.74) **	**(507.52) **	**(100.37) **	**(256.72) **	(5,436.92)	-
Depreciation expense TV	(1.98)	(8.55)	(13.05)	(161.81)	(51.03)	(1.86)	(7.11)	(0.97)	-	(246.36)	-
Depreciation expense Films	-	-	(8.64)	-	-	-	-	-	-	(8.64)	-
Depreciation expense	(1.98)	(8.55)	(21.69)	(161.81)	(51.03)	(1.86)	(7.11)	(0.97)	-	(255.00)	-
Disposals	-	-	-	21.35	24.13	-	-	-	-	45.48	-
Balance as at September 30, 2024	**(64.41) **	**(905.78) **	**(885.89) **	**(1,683.57) **	**(893.52) **	**(340.60) **	**(514.64) **	**(101.34) **	**(256.72) **	(5,646.44)	-
III. Net Carrying Amount as at September 30, 2024	172.41	35.35	177.84	332.45	322.32	8.20	24.09	8.25	-	1,080.85	-
I. Gross Carrying Amount
Balance as at April 1, 2024	236.82	939.60	1,059.42	3,886.34	1,093.98	348.80	537.13	109.59	256.72	8,468.42	-
Additions	-	0.96	4.30	-	-	-	1.34	-	-	6.60	716.87
Disposals / Written off	-	-	-	(2,155.73)	(92.91)	-	-	-	-	(2,248.64)	-
Transfer from CWIP	-	-	-	716.87	-	-	-	-	-	716.87	(716.87)
Balance as at March 31, 2024	236.82	940.56	1,063.72	2,447.48	1,001.07	348.80	538.47	109.59	256.72	6,943.25	-
II. Accumulated Depreciation
Balance as at April 1, 2022	**(58.47) **	**(878.85) **	**(819.53) **	**(3,338.67) **	**(884.00) **	**(334.46) **	**(491.07) **	**(98.38) **	**(256.72) **	**(7,160.19) **	-
Depreciation expense	(3.96)	(18.38)	(44.66)	(360.16)	(75.53)	(4.28)	(16.45)	(1.99)	-	(525.41)	-
Disposals / Written off	-	-	-	2,155.73	92.91	-	-	-	-	2,248.64	-
Balance as at March 31, 2024	**(62.43) **	**(897.23) **	**(864.19) **	**(1,543.10) **	**(866.62) **	**(338.74) **	**(507.52) **	**(100.37) **	**(256.72) **	**(5,436.95) **	-
III. Net Carrying Amount as at March 31, 2024	174.39	43.33	199.53	904.38	134.45	10.06	30.95	9.22	-	1,506.30	-

181

Unaudited Standalone Statement of changes In Equity for the period ended September 30, 2024

BALAJI TELEFILMS LIMITED

A. Equity share capital (Refer Note 21)

Particulars	(₹ In Lacs)
As at April 01, 2023 Changes in equityshare capital duringtheyear	2,022.61 7.97
As at March 31, 2024	2,030.58
Changes in equityshare capital duringtheyear	-
As at September 30, 2024	2,030.58

B. Other Equity (Refer Note 22)

( ₹ In Lacs)

						(₹In Lacs)
			Reserves an	d surplus
Particulars	General reserve	Securities premium account	Retained earnings	Capital reserve	Share options outstanding account	Total
As at April 01, 2023 Profit for the year Other comprehensive income for theyear	5,133.10 - -	68,749.34 - -	35,862.41 3,920.11 (2.91)	(47.08) - -	1,103.43 - -	1,10,801.20 3,920.11 (2.91)
Total comprehensive income for the year Securities premium on account of issue of share under ESOP Employee share options movement for theyear(Net)	- - -	- 644.18 -	3,917.20 - -	- - -	- - (183.18)	3,917.20 644.18 (183.18)
Balance as at March 31, 2024	5,133.10	69,393.52	39,779.61	**(47.08) **	920.25	1,15,179.40
As at April 01, 2024 Profit for the year Other comprehensive(loss)for theyear	5,133.10 - -	69,393.52 - -	39,779.61 2,725.05 (1.45)	(47.08) - -	920.25 - -	1,15,179.40 2,725.05 (1.45)
Total comprehensive income for the year Transfer to retained earnings for employee share options (lapsed) Employee share options movement for theyear(Net)	- - -	- - -	2,723.60 218.93 -	- - -	- (218.93) 247.88	2,723.60 - 247.88
Balance as at September 30, 2024	5,133.10	69,393.52	42,722.14	**(47.08) **	949.20	1,18,150.89

182

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 5: Right-of-use asset (ROU) - The entity as a Lessee

• (i) Amounts recognised in balance sheet

Particulars	As at September 30, 2024	As at March 31, 2024
	(₹ In Lacs)	(₹ In Lacs)
Right-of-use asset Premises Total	159.26	295.69
	159.26	295.69

183

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 6 Non-current investments

Note 6 Non-current investments
Particulars	As at September 30, 2024		As at March 31, 2024
	(₹In Lacs)		(₹In Lacs)
(1) Investment in fully paid-up Equity shares (unquoted) (at cost) (i) Wholly owned subsidiaries : (a) 20,00,000 (Previous year 20,00,000) Equity shares of ₹ 10/- each in Balaji Motion Pictures Limited Add : Capital contribution on account of employee stock option plan (b) 67,66,45,893 (Previous year 67,66,45,893) Equity shares of ₹10/- each in Alt Digital Media Entertainment Limited Add : Capital contribution on account of employee stock option plan (c) 44,60,000 (Previous year 44,60,000) Equity Shares of ₹10/- each in Marinating Films Private Limited (ii) Subsidiaries : (a) 12,75,000 (Previous year 12,75,000) Equity Shares of ₹10/- each in Chhayabani Balaji Entertainment Private Limited Less : Impairment of investments (b) 1,22,223 (Previous year 1,22,223) Equity Shares of ₹10/- each in Ding Infinity Private Limited (2) (a) 32,50,000 (Previous year 32,50,000) compulsory convertible debentures of ₹10/- each in Marinating Films Private Limited (3) Investment in Associate (unquoted) (at cost) (i) Aggregate carrying value of unquoted investments Aggregate amount of impairment in the value of investments Investment in compulsory convertible debentures of subsidiary (unquoted) (at cost) IPB Capital Advisors LLP	200.00 416.54	616.54 79,667.83 1,023.99 - 500.00 325.00 0.50	200.00 414.16	614.16 79,557.47 1,023.99 - 500.00 325.00 0.50
	79,080.00 587.83		79,080.00 477.47
	240.70 (240.70)		240.70 (240.70)
		82,133.86		82,021.12
		240.70		240.70

184

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2

Note 7 Non-Current Loans

Note 7 Non-Current Loans
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Measured at amortised cost Unsecured, Considered good Loan to related parties: - Subsidiary - Key managerial personnel Loans to professional staff / employee Total	12,683.69 71.58 60.90	10,297.20 79.01 84.23
	12,816.17	10,460.44

Note 8 Other non-current financial assets

Note 8 Other non-current financial assets
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Unsecured, Considered good Security deposits Total	151.06	150.82
	151.06	150.82

185

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 9 Deferred tax asset (net)

Particulars	As at September 30, 2024	As at March 31, 2024
	(₹ In Lacs)	(₹ In Lacs)
Deferred tax assets Depreciation on Property, plant and equipment Security Deposit Others Deferred tax liabilities Fair value of investments ROU & Lease Liabilities (Net) Deferred tax assets (net)	73.41 653.86 0.06	69.74 663.70 11.88
	727.33 (2.97) 7.43	745.32 (1.13) (3.58)
	4.46	(4.71)
	731.79	740.61

186

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 10 Income tax assets (Net)

Note 10 Income tax assets (Net)
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Advance Tax [Provision netted off of ₹5,266.11 Lacs (Previous year ₹5,261.11 Lacs)] Total	3,147.76	3,212.72
	3,147.76	3,212.72

Note 11 Other non-current assets

Note 11 Other non-current assets
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Advance to vendors (considered good – unsecured) Prepaid expense Total	2,886.33 19.60	4,366.54 22.73
	2,905.92	4,389.27

Note 12 Inventories

Note 12 Inventories
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
At Cost and Net realisable value, whichever is lower Work in process; - Films Total	5,686.90	15,994.17
	5,686.90	15,994.17

Note 13 Current investments

Note 13 Current investments
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Investment in Mutual Fund HDFC Liquid Fund (Regular-Growth) 4352.685 units @ ₹ 10 Face Value (Previous year - 4352.685 units @ ₹ 10 Face Value ) (measured at fair value through profit or loss) Aggregate amount of unquoted Investments	211.81	204.49
	211.81	204.49

187

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 14 Trade receivables

Note 14 Trade receivables
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Trade Receivables - billed Unsecured, considered good Credit impaired Less: Loss allowance on credit impaired Trade Receivables - unbilled Total	13,641.84 - - 981.60	11,698.72 - - 863.55
	14,623.44	12,562.27

188

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 15 Cash and cash equivalents

Note 15 Cash and cash equivalents
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
(a) Cash on hand (b) Balances with banks- (i) In current accounts (ii) In deposit accounts with original maturity of less than three months Total	23.80 1,202.58 1.55	23.61 3,645.51 1.51
	1,227.93	3,670.63

Note 16 Other balances with banks

Note 16 Other balances with banks
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Fixed Deposits with Banks Unpaid dividend accounts Total	46.44 4.93	45.47 4.95
	51.37	50.42

189

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 17 Current Loans

Note 17 Current Loans
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Measured at amortised cost Unsecured, considered good Loan to related parties: - Subsidiaries - Key managerial personnel Total Loans to professional staff / employee	685.29 37.50 54.37	832.29 50.00 45.60
	777.16	927.89

Note 18 Current financial assets

Note 18 Current financial assets
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Unsecured, Considered good Advance to Vendors Total Security deposits	57.22 2,764.93	718.36 -
	2,822.15	718.36
Note 19 Contract assets
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Total Contract assets relating to commissioned television programs	174.16	489.00
	174.16	489.00

Note 20 Other Current assets

Note 20 Other Current assets
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
(Unsecured considered good, unless otherwise stated) (a) Prepaid expenses (b) Balances with government authorities (c) Advances to vendors (d)Other Receivables	116.44 838.46 2,143.22 15.83	72.61 196.20 2,174.01 28.07
Total	3,113.95	2,470.89

190

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 21 Equity share capital

Particulars	As at September 30, 2024	As at March 31, 2024
	(₹ In Lacs)	(₹ In Lacs)
(a) Authorised 150,000,000 (Previous Year 150,000,000) Equity shares of ₹ 2/- each 30,000,000 (Previous year 30,000,000) Preference shares of ₹ 2/- each (b) Issued, Subscribed and fully paid-up 101,528,968 (Previous Year 101,130,443) Equity shares of ₹ 2/- each Total	3,000.00 600.00	3,000.00 600.00
	3,600.00	3,600.00
	2,030.58	2,030.58
	2,030.58	2,030.58

Notes :

• (i) Details of Equity shares held by each shareholder holding more than 5% shares:

Name of shareholder	As at September 30, 2024	As at September 30, 2024	As at March 31, 2024	As at March 31, 2024
	Number of shares	% of Holding	Number of shares	% of Holding
Reliance Industries Ltd.	2,52,00,000	24.82	2,52,00,000	24.82
Ektaa R. Kapoor	1,84,33,254	18.16	1,84,33,254	18.16
Shobha Kapoor	1,10,08,850	10.84	1,10,08,850	10.84

(ii) Details of Equity shares held by promoters:

As at September 30, 2024

Name of the promoter	Number of shares	% of total number of shares	% of Change during the year
Ektaa R. Kapoor	1,84,33,254	18.16	0.00%
Shobha Kapoor	1,10,08,850	10.84	0.00%
Jeetendra Kapoor	32,60,522	3.21	0.00%
Tusshar Kapoor	20,30,250	2.00	0.00%
Total	3,47,32,876	34.21	-

As at March 31, 2024

Name of the promoter	Number of shares	% of total number of shares	% of Change during the year
Ektaa R. Kapoor	1,84,33,254	18.16	-0.41%
Shobha Kapoor	1,10,08,850	10.84	-0.43%
Jeetendra Kapoor	32,60,522	3.21	-0.27%
Tusshar Kapoor	20,30,250	2.00	-0.51%
Total	3,47,32,876	34.21	-

(iii) The reconciliation of the number of shares outstanding is set out below:

Particulars	As at September 30, 2024	As at September 30, 2024	As at March 31, 2024	As at March 31, 2024
	No. of shares	₹ in Lacs	No. of shares	₹ in Lacs
Equity shares outstanding at the beginning of the year	10,15,28,968	2,030.58	10,11,30,443	2,022.61
Add: Issue of Equity Shares during the year	-	-	3,98,525	7.97
Equity shares outstanding at the end of the year	10,15,28,968	2,030.58	10,15,28,968	2,030.58

191

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 22 Other equity - Reserves & Surplus

Note 22 Other equity - Reserves & Surplus
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
(a) General reserve (c) Retained earnings [Note (ii)] (d) Capital Reserve (e) Share options outstanding reserve [Note (iii)] (b) Securities premium account [Note (i)] Total	5,133.10 69,393.52 42,722.14 (47.08) 949.20	5,133.10 69,393.52 39,779.61 (47.08) 920.25
	1,18,150.88	1,15,179.40

Note (i) Securities premium account

Note(i) Securitiespremium account
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Add: On issue of equity shares on exercise of stock options Balance at the end of theyear Balance at the beginning of the year	69,393.52 -	68,749.34 644.18
	69,393.52	69,393.52
Note(ii) Retained earnings
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Items of other comprehensive income recognised directly in retained earnings Transfer to retained earnings for employee share options (lapsed) Balance at the beginning of the year Balance at the end of theyear Profit for the year	39,779.61 218.93 2,725.05 (1.45)	35,862.41 - 3,920.11 (2.91)
	42,722.14	39,779.61

Note (iii) Share options outstanding reserve

Note(iii) Share options outstanding reserve
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Transfer to retained earnings for employee share options (vested) Employee share options movement for the year (Net) (Refer note 50) Balance at the beginning of the year Balance at the end of theyear	920.25 (218.93) 247.88	1,103.43 - (183.18)
	949.20	920.25

Nature and purpose of reserves :

A. General Reserve : General reserve is created out of transfer from retained earnings and is a free reserve.

B. Securities Premium Account : Securities Premium is created to record the premium on issue of shares. The reserve can be utilised in accordance with the provisions of the Companies Act, 2013.

C. Capital Reserve :Capital Reserve, being consideration over net assets taken over, recognised as per the scheme of arrangement sanctioned by National Company Law Tribunal in earlier years.

D. Share options outstanding reserve : The share options outstanding reserve account is used to recognise the grant date fair value of option issued to employees under Schemes - Balaji Telefilms ESOP, 2017 and Balaji Telefilms ESOP, 2023.

192

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 23 Non-current Lease liabilities

Note 23 Non-current Lease liabilities
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Lease liabilities Total	45.38	65.28
	45.38	65.28
Note 24 Non-current Provisions
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Provision for Gratuity and Leave encashment Gratuity Leave encashment Total	40.93 8.61	40.93 8.61
	49.54	49.54

Note 25 Current borrowings

Note 25 Current borrowings
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Loans repayable on demand Secured From Banks Cash Credit Facilities (Includes accrued interest) Loan from Related Parties (Includes accrued interest) Total	164.64 3,196.39	173.00 7,468.89
	3,361.03	7,641.89
Note 26 Current Lease liabilities
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Lease liabilities Total	143.41	216.17
	143.41	216.17

193

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 27 Trade payables
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Total outstanding dues of micro enterprises and small enterprises Total outstanding dues of creditors other than micro enterprises and small enterprises Total	168.45 6,150.71	153.44 7,977.89
	6,319.17	8,131.33

194

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

BALAJI TELEFILMS LIMITED

Note 28 Other current financial liabilities

Note 28 Other current financial liabilities
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Unpaid dividends Total	4.91	4.95
	4.91	4.95
Note 29 Other current liabilities
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Contract Liabilities/ Advances from customers Statutory liabilities Employee benefit payables Total	684.16 530.47 96.11	5,710.23 672.43 122.42
	1,310.73	6,505.08

Note 30 Current Provisions
Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Provision for Gratuity and Leave encashment Gratuity Leave encashment Total	48.55 6.91	39.14 1.73
	55.46	40.87

Note 31 Other Current Tax Liabilities

Particulars	As at September 30, 2024	As at March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Current Tax Liabilities Total	344.47	-
	344.47	-

195

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 32 Revenue from operations

Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	(₹In Lacs)	(₹In Lacs)
(a) Revenue from contracts with customers Commissioned television programs Internet programs Sale and licensing of movies Sale of music and concept rights Event Management Sponsored sales (b) Other Operating revenue Facilities / equipment hire Income Service Income for curation of digital content Total	14,091.01 830.57 13,529.53 - - - 5.05 41.53	35,834.90 540.99 21,129.73 64.53 254.68 - 1.80 56.10
	28,497.69	57,882.73

Note 33 Other Income

Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	(₹In Lacs)	(₹In Lacs)
(a) Interest income On fixed deposits with banks On Income-tax refund On loans given to subsidiaries On loans given to employee (b) Unwinding of discount on security deposit (c) Interest income on deferred considerations (d) Net gains on financial assets measured at fair value through profit and loss (e) Insurance claim received (f) Sundry credit balance written back (g) Profit on sale of Property, plant and equipment (h) Gain on Lease Modification (i) Miscellaneous Income Total	1.13 - 602.48 10.68 19.71 - 7.33 58.86 - 0.30 27.48 -	32.60 18.39 207.11 8.06 43.90 - 4.49 - 12.49 0.43 - -
	727.97	327.47

196

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 34 Cost of Production / Acquisition Fees

Note 34 Cost of Production / Acquisition Fees
Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Production expenses (including purchase of costumes and dresses) Artists, directors, technicians and professional Fees Location hire charges Shooting and location expenses Food and refreshment charges Sets & studio maintenance charges Uplinking charges Insurance expense Line production cost (Including co-production cost) Set properties and equipment hire charges Sound expense Other production expenses Total	628.50 6,061.92 1,375.47 1,688.20 158.70 266.76 0.45 6.40 -31.27 728.37 61.28 183.64	2,029.22 17,275.79 2,926.66 4,762.30 414.99 709.51 5.55 17.14 12,285.99 2,490.86 141.73 552.84
	11,128.42	43,612.58

Note 35 Changes in Inventories :

Note 35 Changes in Inventories :
Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Opening balance Films Closing balance Films Total changes in inventories	15,994.17 5,686.90	15,927.14 15,994.17
	10,307.27	(67.03)

Note 36 Marketing and distribution expenses

Note 36 Marketing and distribution expenses
Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Marketing expenses Distribution expenses Total	590.45 918.91	1,981.04 1,310.93
	1,509.36	3,291.97

197

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 37 Employee benefits expense

Note 37 Employee benefits expense
Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Salaries and wages Contributions to provident and other funds Staff welfare expenses Employee share based payment expenses Total	683.94 36.24 8.45 135.14	1,491.51 82.45 15.82 22.80
	863.77	1,612.58

Note 38 Finance costs

Note 38 Finance costs
Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Interest on lease liabilities Interest on borrowings from: Bank Related parties Interest on others Finance charges Total	9.98 7.80 227.50 19.42 -	31.06 234.00 724.06 34.81 13.39
	264.70	1,037.32

Note 39 Depreciation and amortisation expense

Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Depreciation of property, plant and equipment (Refer Note 4) Amortisation of Right-of-use asset Total	119.99 255.00	235.42 525.41
	374.99	760.83

198

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 40 Other expenses

Note 40 Other expenses
Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Electricity expenses Repairs and maintenance - Others Insurance Rates and taxes Communication expenses Legal and professional charges Directors Commission Security and housekeeping expenses Business promotion expenses Travelling and conveyance expenses Donations and contributions Expenditure on corporate social responsibility Advances written off Software expenses Directors sitting fees Property, plant and equipment written off Loss on Lease modification Miscellaneous expenses Total	26.91 75.98 64.01 10.00 7.56 551.76 0.00 40.22 31.93 49.82 15.41 47.86 - - 11.00 6.43 40.40 38.50	49.15 166.43 110.95 534.03 20.19 1,193.56 58.17 81.57 94.59 144.46 26.76 67.09 - - 17.75 - - 89.26
	1,017.79	2,653.96

199

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

Note 41 Tax expense

Note 41 Tax expense
Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	(₹In Lacs)	(₹In Lacs)
Total Total deferred tax expense Current tax Current tax on profits for the year Deferred tax (increase)/Decrease in deferred tax assets (Decrease)/Increase in deferred tax liabilities	1,025.00	1,400.00
	1,025.00	1,400.00
	18.47 (9.17)	(1.45) (10.67)
	9.30	(12.12)
	1,034.30	1,387.88

200

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

42 Earning per share

Basic and Diluted earnings per share is calculation is as below:

Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
Profit for the year attributable to equity share holders (₹ in Lacs) (a)	2,725.05	3,920.11
Weighted average number of equity shares outstanding during the year (Nos.) (b)	10,15,28,968	10,11,67,464
Effect of Potential Equity share on account of Employee stock option outstanding (c)	6,63,478	1,95,312
Weighted average number of equity shares outstanding in computing Diluted Earning Per share (d)=(b)+(c)	10,21,92,445	10,13,62,777
Earnings pershare- Basic (₹) (a/b)	2.68	3.87
Earningsper share - Diluted(₹) (a/d)	2.67	3.87
Nominal value of shares(₹)	2	2

201

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

43 Related Party Transactions

• (a) Name of related parties and description of relationship.

Name of the Related Party	Relationship
Balaji Motion Pictures Limited	Wholly-owned subsidiaryCompany
MarinatingFilms Private Limited	Wholly-owned subsidiaryCompany
Alt Digital Media Entertainment Limited	Wholly-owned subsidiaryCompany
DingInfinityPrivate Limited	SubsidiaryCompany
Tusshar Infra Developers Private Limited	Companyin which keymanagerialpersonnel has significant influence
Pantheon Buildcon Private Limited	Companyin which keymanagerialpersonnel has significant influence
IPB Capital Advisors LLP	Associate
Mr. Jeetendra Kapoor	Keymanagerialpersonnel(Chairman)
Mrs. Shobha Kapoor	Keymanagerialpersonnel(Executive Director)
Ms. Ektaa R. Kapoor	Keymanagerialpersonnel(Executive Director)
Mr. Tusshar Kapoor	Relative of keymanagerialpersonnel
Mr. SanjayDwivedi	Keymanagerialpersonnel(GroupCOO & GroupCFO)
Mr. Abhishek Kumar	Keymanagerialpersonnel(Chief Executive Officer) (w.e.f. July15,2022) (till June 15,2023)
Mrs. Tannu Sharma	Keymanagerialpersonnel(Head Secretarial)
Mr. Arun K. Purwar	Keymanagerialpersonnel(Non-Executive Independent Director)
Mr. D G Rajan	Keymanagerialpersonnel(Non-Executive Independent Director) (till March 31,2024)
Mr. Devender Kumar Vasal	Keymanagerialpersonnel(Non-Executive Independent Director) (till May14,2024)
Mr. PradeepSarda	Keymanagerialpersonnel(Non-Executive Independent Director) (till March 31,2024)
Ms. Jyoti Deshpande	Keymanagerialpersonnel(Non-Executive Director)
Mr. Ramesh Sippy	Keymanagerialpersonnel(Non-Executive Director) (till April 26,2023)
Dr. Archana Hingorani	Keymanagerialpersonnel(Non-Executive Independent Director)
Ms. Priyanka Chaudhary	Keymanagerialpersonnel(Non-Executive Director) (w.e.f. May20,2022)
Mr. Ashutosh Khanna	Keymanagerialpersonel(Non-Executive Independent Director) (w.e.f. February9,2024)
Mr. Avijit Mukerji	Keymanagerialpersonel(Non-Executive Independent Director) (w.e.f. May28,2024)
Mr. Rohit Jain	Keymanagerialpersonel(Non-Executive Independent Director) (w.e.f. May28,2024)
Mr. Jason Kothari	Keymanagerialpersonnel(Non-Executive Independent Director) (till January31,2023)
Sanjha Chullah	Relative of Keymanagerialpersonnel is the soleproprietor
Rishabh Power Enterprise	Relative of Keymanagerialpersonnel is the soleproprietor
Krishna Kala Trust	Trust in which Keymanagerialpersonnel is the trustee
Balaji Teledevelopers LLP	LLP in which Keymanagerialpersonnel arepartners

(b) Details of Transactions during the year and balances at the year end

Nature of Transactions	Subsidiary Company/Company/ Trust/ LLP in which Key managerial personnel has significant influence	Key Managerial Personnel and relative of key managerial personnel / Firm in which relative of KMP is owner
Loansgiven
Balaji Motion Pictures Limited	383.01 (668.22)	- (-)
Alt Digital Media Entertainment Limited	1,994.00 (10,381.80)	- (-)
Mr. Sanjay Dwivedi	- (-)	- (150.00)
Loan taken during theyear
Tusshar Infra Developers Private Limited	- (1,700.00)	- (-)
Pantheon Buildcon Private Limited	- (600.00)	- (-)
Repayment of loansgiven
Balaji Motion Pictures Limited (Including interest)	575.00 (538.45)	- (-)
Mr. Sanjay Dwivedi	- (-)	25.00 (50.00)
Alt Digital Media Entertainment Limited	165.00 (504.00)	- (-)
Repayment of loans taken
Tusshar Infra Developers Private Limited	3,000.00 (500.00)	- (-)
Pantheon Buildcon Private Limited	1,500.00
Sale of internetprograms, music rights and licensing of movies
Alt Digital Media Entertainment Limited	1,053.66 (329.38)	- (-)
Reimbursement ofproduction expenses
Alt Digital Media Entertainment Limited	5.35 (24.78)	- (-)

202

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

BALAJI TELEFILMS LIMITED

43 Related Party Transactions

Nature of Transactions	Subsidiary Company/Company/ Trust/ LLP in which Key managerial personnel has significant influence	Key Managerial Personnel and relative of key managerial personnel / Firm in which relative of KMP is owner
Service Income for Curation of Digital Content
Alt Digital Media Entertainment Limited	41.53 (56.10)	- (-)
Issue of Shares(ESOP)
Mr. Sanjay Dwivedi	- (-)	- (362.34)
Interest Expense on Loan taken
Tusshar Infra Developers Private Limited	77.43 (349.15)	- (-)
Pantheon Buildcon Private Limited	150.07 (374.92)	- (-)
Interest Income on Loan Given
Balaji Motion Pictures Limited	44.99 (84.54)	- (-)
Alt Digital Media Entertainment Limited	557.49 (122.57)	- (-)
Commission(Distribution expenses) Paid
Balaji Motion Pictures Limited	390.14 (685.81)	- (-)
Food & Refreshments Charges
Sanjha Chullah	- (-)	69.40 (131.50)
Reimbursement of Employee Benefit Expense
Alt Digital Media Entertainment Limited	100.67 (248.47)	- (-)
Generator Charges
Rishabh Power Enterprise	- (-)	3.30 (49.36)
Cross charge for Employee Benefit Expense
Alt Digital Media Entertainment Limited	- (18.67)	- (-)
Directors sitting fees
Mr. Jeetendra Kapoor	- (-)	1.00 (2.00)
Mr. Ashutosh Khanna	- (-)	1.50 -
Mr. Arun K. Purwar	- (-)	2.00 (2.50)
Mr. D.G. Rajan	- (-)	- (3.50)
Mr. Devender Kumar Vasal	- (-)	1.25 (3.50)
Ms. Jyoti Deshpande	- (-)	1.00 (2.00)
Mr. Pradeep Sarda	- (-)	- (0.75)
Mr. Rohit Jain	- (-)	1.25 -
Dr. Archana Hingorani	- (-)	1.00 (1.50)
Mr. Avijit Mukerji	- (-)	1.00 -
Ms. Priyanka Chaudhary	- (-)	1.00 (2.00)

203

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

43	Related Party Transactions	Related Party Transactions	Related Party Transactions
	Nature of Transactions	Subsidiary Company/Company/ Trust/ LLP in which Key managerial personnel has significant influence	Key Managerial Personnel and relative of key managerial personnel / Firm in which relative of KMP is owner
	Directors Commission
	Mr. Jeetendra Kapoor	- (-)	46.53 (39.24)
	Mr. D.G. Rajan	- (-)	1.62 (1.07)
	Mr. Pradeep Sarda	- (-)	1.62 (1.07)
	Mr. Devender Kumar Vasal	- (-)	1.62 (1.07)
	Ms. Priyanka Chaudhary	- (-)	1.62 (1.07)
	Mr. Arun K. Purwar	- (-)	1.62 (1.07)
	Ms. Jyoti Deshpande	- (-)	1.62 (1.07)
	Mr. Anshuman Thakur	- (-)	- (0.45)
	Mr. Ramesh Sippy	- (-)	0.11 (1.07)
	Dr. Archana Hingorani	- (-)	1.62 (1.07)
	Mr. Jason Kothari	- (-)	- (0.80)
	Mr. Ashutosh Khanna	- (-)	0.22
			-
	Rentpaid(Location Hire Charges)
	Mr. Jeetendra Kapoor	- (-)	39.35 (67.41)
	Mrs. Shobha Kapoor	- (-)	26.24 (113.44)
	Mr. Tusshar Kapoor	- (-)	22.95 (39.36)
	Ms. Ektaa R. Kapoor	- (-)	24.99 (41.60)
	Balaji Teledevelopers LLP	- (80.00)	- -
	Remuneration
	Mrs. Shobha Kapoor	- (-)	119.93 (239.88)
	Ms Ektaa R. Kapoor	- (-)	159.72 (239.88)
	Mr. Sanjay Dwivedi [Refer Note (iii) and (iv)]	- (-)	145.42 (286.33)
	Mr. Abhishek Kumar [Refer Note (iii)]	- (-)	- (70.41)
	Mrs. Tannu Sharma [Refer Note (iii)]	- (-)	15.50 (24.46)
	Capital contribution on account of Employee stock option addition/(reversal)
	Alt Digital Media Entertainment Limited	110.36 (51.03)	- (-)
	Balaji Motion Pictures Limited	2.38 (134.87)	- (-)
	Expenditure on corporate social responsibility
	Krishna Kala Trust	30.00 (35.00)	- (-)

204

BALAJI TELEFILMS LIMITED

Notes forming part of the unaudited standalone financial statements for the period ended September 30, 2024

43	Related Party Transactions	Related Party Transactions	Related Party Transactions
	Nature of Transactions	Subsidiary Company/Company/ Trust/ LLP in which Key managerial personnel has significant influence	Key Managerial Personnel and relative of key managerial personnel / Firm in which relative of KMP is owner
	Amount receivable as at September 30, 2024
	Security Depositgiven(For leaseproperty)
	Mrs. Shobha Kapoor	- (-)	13.61 (215.00)
	Mr. Jeetendra Kapoor	- (-)	20.42 (300.00)
	Mr. Tusshar Kapoor	- (-)	11.90 (125.00)
	Ms. Ektaa R. Kapoor	- (-)	13.13 (125.00)
	Loans(Including accrued interest)
	Balaji Motion Pictures Limited	685.29 (832.29)	- (-)
	Alt Digital Media Entertainment Limited	12,683.69 (10,297.20)	- (-)
	Mr. Sanjay Dwivedi	- (-)	125.00 (150.00)
	Trade Receivable
	Alt Digital Media Entertainment Limited	1,792.79 (1,759.50)	- (-)
	Unbilled Receivable
	Alt Digital Media Entertainment Limited	29.48 (40.60)	- (-)
	Unbilled Payable
	Alt Digital Media Entertainment Limited	- (18.67)	- (-)
	Amount Payable as at September 30, 2024
	Loans(Including accrued interest)
	Tusshar Infra Developers Private Limited	529.22 (3,451.79)	- (-)
	Pantheon Buildcon Private Limited	2,667.18 (4,017.11)	(-)
	Other Payables
	Commission payable to Balaji Motion Pictures Limited	179.82 (302.54)	- (-)
	Mr. Jeetendra Kapoor	- (-)	7.42 (6.14)
	Mrs. Shobha Kapoor	- (-)	9.13 (8.65)
	Ms. Ektaa R. Kapoor	- (-)	47.06 (41.57)
	Mr. Tusshar Kapoor	- (-)	5.99 (5.24)
	Mr. Sanjay Dwivedi	- (-)	14.17 (14.05)
	Mrs. Tannu Sharma	- (-)	2.40 (2.23)
	Sanjha Chullah	- (-)	21.23 (21.23)
	Rishabh Power Enterprise	- (-)	0.94 (2.07)
	Balaji Teledevelopers LLP	- (-)	- (-)

Notes:

(i) There are no provision for doubtful debts, amounts written off or written back during the year in respect of debts due from or due to related parties.

(ii) Figures in bracket relate to the previous financial year.

(iii) The company provides long term benefits in the form of gratuity and leave encashment to its key managerial person along with all employees, cost of the same is not identifiable separately and hence not disclosed.

(iv) Includes amount cross charged to subsidiary.

205

Annexure 4

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Annexure 5

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED Unaudited Balance Sheet as at September 30, 2024

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Particulars Note As at As at
No. September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
ASSETS
Non-current assets
(a) Property, plant and equipment 4 69.87 47.73
(b) Intangible assets 5 - -
(c) Right of use Asset 6 - -
(d) Financial assets
(i) Investments 7 775.38 775.38
(e) Non-current tax asset 8 127.84 70.93
(f) Other non-current assets 9 12,357.80 9,166.78
Total Non-current assets 13,330.89 10,060.82
Current assets
(a) Inventories 10 3,426.20 3,061.33
(b) Financial assets
(i) Investments 11 734.99 1,947.96
(ii) Trade receivables 12 1,753.93 2,358.21
(iii) Cash and cash equivalents 13 87.41 33.70
(iv) Other financial assets 14 22.67 22.67
(c) Other current assets 15 5,576.35 7,034.28
Total current assets 11,601.55 14,458.15
Total assets 24,932.44 24,518.97
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 16 69,464.59 69,464.59
(b) Other equity 17 (63,340.07) (61,691.65)
Total equity 6,124.52 7,772.94
LIABILITIES
Non-current liabilities
(a) Provisions 18 1.66 1.66
Total Non-current liabilities 1.66 1.66
Current liabilities
(a) Financial liabilities
(i) Borrowings 19 12,683.69 10,297.20
(ii) Trade payables
(I) Total outstanding dues of micro enterprises and 20 80.61 99.70
small enterprises
(II) Total outstanding dues to creditors other than 20 4,073.95 4,198.29
micro enterprises and small enterprises above
(b) Other current liabilities 21 1,965.14 2,148.60
(c) Provisions 22 2.87 0.58
Total current liabilities 18,806.26 16,744.37
Total equity and liabilities 24,932.44 24,518.97
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255

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Unaudited Statement of Profit and Loss for the period ended September 30, 2024

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Particulars Note Year ended Year ended
No. September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
(I) INCOME
(I) Revenue from operations 23 1,956.71 4,572.94
(II) Other income 24 187.66 410.47
(III) Total income (I+II) 2,144.37 4,983.41
(IV) EXPENSES
(a) Direct cost 25 1,527.50 3,391.88
(b) Employee benefits expense 26 154.43 503.43
(c) Finance costs 27 562.49 139.26
(d) Depreciation and amortization expenses 28 15.90 24.78
(e) Marketing expenses 29 307.42 733.91
(f) Other expenses 30 1,335.41 2,045.27
Total expenses (IV) 3,903.15 6,838.53
(V) (Loss) before tax (III-V) (1,758.78) (1,855.12)
(VI) Tax expense 34
(a) Current tax - 0.00
(b) Deferred tax - 0.00
Total tax expense - 0.00
(VII) (Loss) for the year (VI-VII) (1,758.78) (1,855.12)
(VIII) Other comprehensive income
Items that will not be reclassified to profit or loss
Fair value gain/(loss) on investment in equity instrument designated 38 - 0.00
as at fair value through other comprehensive income
Remeasurements of net defined benefit liablility 32 - (0.65)
-
Total other comprehensive (loss)/income for the year (0.65)
(IX) Total comprehensive loss for the year (VII+VIII) (1,758.78) (1,855.77)
(X) Earnings per Equity share (in ₹) (Face Value of ₹ 10 each) 33
(1) Basic (in Rs.) (0.25) (0.27)
(2) Diluted (in Rs.) (0.25) (0.27)
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256

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Unaudited Statement of Cash Flows for the period ended September 30, 2024

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Particulars For the period ended For the year ended
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
A. Cash Flow from Operating Activities
Loss before tax as per the Statement of Profit and Loss (1,758.78) (1,855.12)
Adjusted for:
Employee share based payment expense 110.36 (51.03)
Provision for bad and doubtful debts 436.76 152.08
Provision for gratuity expenses 2.29 3.18
Interest on Income tax refund - (3.34)
Amortisation of Inventory 708.22 1,814.29
Creditors Written Back (91.71) -
Realised gain on sale of current investments (64.85) (40.39)
Unrealised gain on valuation of current investment 27.81 (61.74)
Depreciation and amortisation expense 15.90 24.78
Interest on borrowings 557.49 122.57
Operating Profit/ (loss) before working capital changes 35.21 105.28
Adjusted for Working Capital Changes
Increase/ (Decrease) in trade receivables 167.52 (180.13)
(Increase)/Decrease in Inventory (1,073.09) (1,409.34)
(Increase)/Decrease in other current financial assets - 21.00
(Increase)/Decrease in provisions 2.29 0.58
(Increase) in other current assets 1,457.93 (600.30)
(Decrease)/ Increase in trade payables (143.43) (7,979.85)
Increase/(Decrease) in provisions - 1.66
Decrease/(Increase) in other non- current assets (3,191.02) 870.97
Increase/(Decrease) Increase in other current liabilities (185.74) 577.72
Cash generated by operations (2,965.55) (8,697.69)
Taxes paid / (Refund) (net) (56.91) 21.93
Net cash from operating activities (2,987.26) (8,570.48)
B. Cash Flow from Investing Activities
Proceeds from sale of investments 1,400.00 1,519.00
Payment for purchase of investments (149.99) (3,364.83)
Payment for Property, plant and equipment (38.04) (42.78)
Net cash flow used in investing activities 1,211.97 (1,888.61)
C. Cash Flow from Financing Activities
Proceeds from borrowings 1,994.00 10,381.80
Repayment of borrowings (165.00) (504.00)
Share issue costs - -
- -
Payment of principal portion of lease liability
Interest expenses on lease liability - -
- -
Interest on deferred payment
Net cash flow from financing activities 1,829.00 9,877.80
Net (decrease)/increase in Cash and Cash equivalents 53.71 (581.29)
Opening balance of Cash and Cash equivalents (Refer Note 13) 33.70 614.99
Closing balance of Cash and Cash equivalents (Refer Note 13) 87.41 33.70
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257

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Unaudited Statement Of Changes In Equity for the period ended September 30, 2024

A. Equity share capital

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(₹ in Lacs)
As at March 31, 2023 69,464.59
-
Changes in equity share capital during the year
As at March 31, 2024 69,464.59
Changes in equity share capital during the year -
As at September 30, 2024 69,464.59
B. Other Equity (₹ in Lacs)
Particulars Reserves and Share options Securities Premium Total
surplus outstanding account Reserve
Retained earnings/
(Deficit in Statement
of Profit and Loss)
As at April 1, 2023 (69,928.76) 528.50 9,615.41 (59,784.85)
Share Issue costs - - - -
- -
Loss for the year (1,855.12) (1,855.12)
- -
Other comprehensive income for the year (0.65) (0.65)
- -
Employee stock option expense (Refer note 37) (51.03) (51.03)
- - - -
Increase on account of issue of equity shares
As at March 31, 2024 (71,784.53) 477.47 9,615.41 (61,691.65)
As at April 1, 2024 (71,784.53) 477.47 9,615.41 (61,691.65)
- -
Loss for the year (1,758.78) (1,758.78)
- - - -
Other comprehensive income for the year
Employee stock option expense (Refer note 37) - 110.36 - 110.36
As at September 30, 2024 (73,543.31) 587.83 9,615.41 (63,340.07)
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258

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 4- Property, plant and equipment

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(₹ in Lacs)
Description of Assets Computers Furniture Office Electrical Lease Hold Total
and fixtures equipments fittings Improvements
I. Gross Carrying Amount
Balance as at April 1, 2024 306.17 5.92 66.69 0.21 58.19 437.18
Additions 38.04 - - - - 38.04
- - - - - -
Disposals
Balance as at March 31, 2025 344.21 5.92 66.69 0.21 58.19 475.22
II. Accumulated Depreciation
Balance as at April 1, 2024 (268.86) (4.54) (57.67) (0.19) (58.19) (389.45)
-
Depreciation expense (13.84) (0.30) (1.75) (0.01) (15.90)
- - - - - -
Disposals
Balance as at September 30, 2024 (282.70) (4.83) (59.42) (0.20) (58.19) (405.35)
III. Net Carrying Amount as at September 30, 2024 61.51 1.09 7.27 0.01 - 69.87
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(₹ in Lacs)
Description of Assets Computers Furniture Office Electrical Lease Hold Total
and fixtures equipments fittings Improvements
I. Gross Carrying Amount
Balance as at April 1, 2023 266.44 5.92 63.64 0.21 58.19 394.40
Additions 39.73 - 3.05 - - 42.78
- - - - - -
Disposals
Balance as at March 31, 2024 306.17 5.92 66.69 0.21 58.19 437.18
II. Accumulated Depreciation
Balance as at April 1, 2023 (248.98) (3.95) (53.38) (0.17) (58.19) (364.67)
-
Depreciation expense (19.88) (0.59) (4.29) (0.02) (24.78)
- - - - - -
Disposals
Balance as at March 31, 2024 (268.86) (4.54) (57.67) (0.19) (58.19) (389.43)
III. Net Carrying Amount as at March 31, 2024 37.31 1.38 9.02 0.02 - 47.73
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Note 5-Intangible assets

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(₹ in Lacs) (₹ in Lacs)
Description of Assets Computer Total
Software
I. Gross Carrying Amount
Balance as at April 1, 2024 1,182.13 -
Additions - -
Disposals - -
Balance as at September 30, 2024 1,182.13 -
II. Accumulated Amortisation
Balance as at April 1, 2024 (1,182.13) 1,182.13
- -
Amortisation expense
Disposals - -
Balance as at September 30, 2024 (1,182.13) 1,182.13
III. Net Carrying Amount as at September 30, 2024 - 1,182.13
(₹ in Lacs) (₹ in Lacs)
Description of Assets Computer Total
Software
I. Gross Carrying Amount
Balance as at April 1, 2023 1,182.13 1,182.13
Additions - -
Disposals - -
Balance as at March 31, 2024 1,182.13 1,182.13
II. Accumulated Amortisation
Balance as at April 1, 2023 (1,182.13) (1,182.13)
- -
Amortisation expense
Disposals - -
Balance as at March 31, 2024 (1,182.13) (1,182.13)
III. Net Carrying Amount as at March 31, 2024 - -
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259

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 6 Right of use asset / Lease Liability

This note provides information for leases where Company is a lessee. The Company leases office premises with a lease term of 6 to 7 years. During the previous year, the Company has vacated the leased premises and is operating from rent free premises of the Holding Company.

(i) The Balance Sheet shows following amounts relating to leases :

Right of use Asset

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Leasehold Premises - -
Total - -
Lease Liability
Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Current - -
Total - -
(ii) Amount recognised in the statement of Profit and Loss
Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
- -
Amortisation on right of use assets
Interest on Lease liabilities - -
- -
Expenses relating to short term leases
Total - -
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(iii) Extension and termination options:

Extension and termination options are included in a number of property leases. These are used to maximise operational flexibility in terms of managing the assets used in the Company's operations. The majority of extension and termination options held are exercisable only by the Company and not with the respective lessor.

(iv) The table below provides details regarding the contractual maturities of lease liabilities as at March 31, 2024 on an undiscounted basis:

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
- -
Less than one year
- -
One to five years
- -
More than five years
Total - -
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260

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 7 Non-current investments

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Investment in 159 fully paid equity shares at Rs. 4,87,660 each (unquoted) 775.38 775.38
(Previous Year 159 shares) in B.D Inno Ventures Private Limited (carried at
fair value through OCI).
Total 775.38 775.38
Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Total Investments
- -
Aggregated Amount of quoted Investments and market value thereof
Aggregated Amount of unquoted Investments 775.38 775.38
Total 775.38 775.38
Note 8 Non-current tax asset
Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Tax deducted at source 127.84 70.93
Total 127.84 70.93
Note 9 Other non-current assets
Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Balances with government authorities (GST Receivable) 10,239.64 7,048.62
Advances to vendors 2,118.16 2,118.16
Total 12,357.80 9,166.78
Break-up of advances to vendors (non-current):
Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Advances to related parties 187.73 187.73
Advances to others 1,930.43 1,930.43
Total 2,118.16 2,118.16
Note 10 Inventories
Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Unamortised digital programs / film rights 1,439.17 1,074.30
Digital programs 1,987.03 1,987.03
Total 3,426.20 3,061.33
Note 11 Current investments
Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Investment in mutual funds (Non Trade) (Unquoted)
(Carried at fair value through Profit & Loss)
HDFC Liquid fund-Regular Growth 34,408.971 units @ Rs.10 Face Value 734.99 1,616.50
(Previous Year - Nil)
HDFC Liquid DP-Growth 6,987.446 units @ Rs.10 Face Value (Previous Year - - 331.46
Nil)
Total 734.99 1,947.96
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261

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 12 Trade receivables

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Trade receivables - billed 1,246.02 1,843.78
Unsecured, considered good
Credit impaired 769.82 333.07
Less: Loss allowance for credit impaired (769.82) (333.07)
Trade receivables - unbilled 507.91 514.44
Total 1,753.93 2,358.21
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262

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 13 Cash and cash equivalents

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Cash and cash equivalents:
Balances with Bank in current accounts 87.41 33.70
Total 87.41 33.70
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• Note: There are no repatriation restrictions regarding cash and cash equivalents as at the end of the reporting period and previous period

Note 14 Other-current financial assets

(Unsecured, considered good) Security Deposits Total Particulars	As at September 30, 2024 (₹ in Lacs) 22.67 22.67	As at March 31, 2024 (₹ in Lacs) 22.67 22.67

Note 15 Other-current assets

Prepaid expenses Balances with government authorities (GST Receivable) Advances to vendors Gratuity fund asset Other receivables Total Particulars	As at September 30, 2024 (₹ in Lacs) 33.00 2,000.00 3,519.50 10.11 13.74 5,576.35	As at March 31, 2024 (₹ in Lacs) 14.00 4,830.00 2,166.43 10.11 13.74 7,034.28

Break-up of advances to vendors (current):

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Advances to related parties 271.71 271.71
Advances to others 3,247.79 1,894.72
Total 3,519.50 2,166.43
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263

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 16 Equity Share capital

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
(a) Authorised
1,00,00,00,000 (Previous year 1,00,00,00,000) Equity shares of Rs. 10/- each 1,00,000.00 1,00,000.00
2,00,000 (Previous year 2,00,000) Preference shares of Rs. 10/- each 20.00 20.00
1,00,020.00 1,00,020.00
(b) Issued, subscribed and paid-up
69,46,45,893 (Previous year 69,46,45,893) Equity shares of Rs. 10/- each, Fully paid-up 69,464.59 69,464.59
Total 69,464.59 69,464.59
Notes :
(i) Shares held by Holding Company/ Ultimate Holding Company
Particulars As at As at
September 30, 2024 March 31, 2024
Number of Shares (₹ in Lacs)
Balaji Telefilms Limited 69,46,45,893 69,46,45,893
(Immediate and Ultimate Holding Company)
(ii) Details of shareholders holding more than 5% shares are:
Name of shareholder As at September 30, 2024 As at March 31, 2024
Number of shares % of Number of shares % of Holding
held Holding held
Balaji Telefilms Limited (including nominee shareholders) 69,46,45,893 100% 69,46,45,893 100%
(iii) The reconciliation of the number of shares outstanding is set out below:
Particulars As at September 30, 2024 As at March 31, 2024
No. of shares (₹) in Lacs No. of shares (₹) in Lacs
Equity shares outstanding at the beginning of the year 69,46,45,893 69,464.59 62,00,50,000 62,005.00
Add: Issue of Equity Shares during the year (Refer Note (v) below) - - 7,45,95,893 7,459.59
Equity shares outstanding at the end of the year 69,46,45,893 69,464.59 69,46,45,893 69,464.59
(iv) The Company has only one class of equity shares having a par value of INR 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation of
the Company, the shareholders will be eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion to their shareholding.
(v) During previous financial year, the Company had issued 7,45,95,893 Equity Shares of Rs. 10/- each at Rs. 22.89 per share (including premium of Rs. 12.89 per share) for
consideration other than cash. The aforesaid Equity Shares had been issued to the Ultimate Holding Company in lieu of short-term loans availed from the Ultimate Holding
Company. Except the aforesaid, no shares are issued for consideration other than cash during the 5 years immediately preceding March 31, 2024.
(vi) Details of shareholding of Promoters:
March 31, 2024
Name of the Promoter Number of shares % of Total Shares % Change during the year
Balaji Telefilms Limited (Including nominee shareholders) 69,46,45,893 100.00% 0.00%
March 31, 2023
Name of the Promoter Number of shares % of Total Shares % Change during the year
Balaji Telefilms Limited (Including nominee shareholders) 69,46,45,893 100.00% 12.03%
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264

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 17 Other Equity

Deficit in Statement of Profit and Loss Note 17.1 Deficit in statement of Profit and Loss Share Issue Costs Securities Premium Reserve Particulars Particulars Contributed equity on account of Employee stock options Total Other comprehensive (loss) / income for the year Balance at the beginning of the year Loss for the year Balance at the year end	As at September 30, 2024 (₹ in Lacs) (73,543.31) 587.83 9,615.41 (63,340.07) As at September 30, 2024 (₹ in Lacs) (71,784.53) - (1,758.78) - (73,543.31)	As at March 31, 2024 (₹ in Lacs) (71,784.53) 477.47 9,615.41 (61,691.65) As at March 31, 2024 (₹ in Lacs) (69,928.76) - (1,855.12) (0.65) (71,784.53)

Note 17.2 Contributed equity on account of Employee stock options

Add: Net additions during the year Balance at beginning of year Particulars Balance at the year end	As at September 30, 2024 (₹ in Lacs) 477.47 110.36 587.83	As at March 31, 2024 (₹ in Lacs) 528.50 (51.03) 477.47

Note 17.3 Securities Premium Reserve

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Balance at beginning of year 9,615.41 9,615.41
- -
Add: Additions during the year
Balance at the year end 9,615.41 9,615.41
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Nature and purpose of reserves :

1) Contributed equity on account of Employee stock options : The Contributed equity on account of Employee stock options outstanding account is used to recognise the grant date fair value of option issued to employees under Balaji Telefilms ESOP 2017 Scheme and Balaji Telefilms ESOP 2023 Scheme.

2) Security premium reserve is used to record the premium on issue of Equity shares. It is utilised in accordance with the provisions of the Companies Act, 2013

265

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

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Note 18 Provisions
Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Non-current
Provision for Leave Encashment 1.66 1.66
Total 1.66 1.66
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266

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

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Note 19 Current Borrowings
Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Loan repayable on demand from related party (unsecured) 12,683.69 10,297.20
Total 12,683.69 10,297.20
Note: Loan is taken from Holding Company, basis simple interest on reducing balance and is repayble on demand. Interest charged in current year - (9% - 14%)
(Previous year: 7.40% - 14%)
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Net debt reconciliation

This section sets out an analysis of net debt and the movements in net debt for the year ended March 31, 2024

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Cash and cash equivalents 87.41 33.70
Current investment (Mutual fund) 734.99 1,947.96
Borrowings (12,683.69) (10297.20)
Net debt (11,861.29) (8,315.53)
Particulars Other Assets Liabilities from
financing activities Total
Cash and cash
Current Investment Borrowings
equivalents
Net debt as at March 31, 2024 - 33.70 (10,297.20) (10,263.50)
Cash flows (net) 762.80 53.71 (1,829.00) (1,012.48)
Interest expense - - (557.49) (557.49)
TDS on interest (classified in other current liabilities) - - 55.74 55.74
Other non cash movement
Fair value adjustment -27.81 - - (27.81)
Net debt as at September 30, 2024 734.99 87.41 (12,627.96) (11,805.55)
Particulars Liabilities from
Other Assets
financing activities Total
Cash and cash
Current Investment Borrowings
equivalents
Net debt as at March 31, 2023 - 614.99 (309.08) 305.91
Cash flows (net) 1,886.22 (581.29) (9,877.80) (8,572.87)
Interest expense - - (122.57) (122.57)
TDS on interest (classified in other current liabilities) - - 12.25 12.25
Other non cash movement -
Fair value adjustment 61.74 - - 61.74
Net debt as at March 31, 2024 1,947.96 33.70 (10,297.20) (8,315.54)
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267

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 20 Trade payables

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Current
(a) Total outstanding dues of micro enterprises and small enterprises 80.61 99.70
(b) Total outstanding dues to creditors other than micro 2,278.27 2,387.00
enterprises and small enterprises above
(c) Trade payables to related parties 1,795.68 1,811.29
Total 4,154.55 4,297.99
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268

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 21 Other current liabilities

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Statutory liabilities (TDS) 19.42 123.81
Employee benefits payable 83.95 98.66
Revenue received in advance 361.59 511.86
Advances from customers 1,500.19 1,414.27
Total 1,965.14 2,148.60
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Note 22 Provisions

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Particulars As at As at
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Current
Provision for Gratuity 2.29 -
Provision for Leave Encashment 0.58 0.58
(Note 32 (c))
2.87 0.58
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269

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 23 Revenue from operations

Income from Services Subscription income Licensing of digital content rights Service Income Marketing income Total Particulars	For the period ended September 30, 2024 (₹ in Lacs) 816.14 870.90 - 269.67 1,956.71	For the year ended March 31, 2024 (₹ in Lacs) 1,845.26 1,975.66 - 752.02 4,572.94

The Revenue recognised is equivalent to the contract price and there is no element of discount, rebates, incentives, etc. which are adjusted to revenue. There are no unsatisfied performance obligations in respect of revenue contract.

Note 23.1 Disaggregated Revenue from Operations

The Company derives revenue from transfer of goods and services over time and at a point in time as given below: -

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Particulars For the period ended For the year ended
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Timing of recognition
1) Over time:
Subscription income 816.14 1,845.26
2) Point in time:
Licensing of digital content rights 870.90 1,975.66
Service Income - -
Marketing income 269.67 752.02
- -
Other Income from Operations (Tax credits)
Total 1,956.71 4,572.94
Note 24 Other income
Particulars For the period ended For the year ended
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Gain on investment in units of mutual funds measured at fair value
through profit and loss
Unrealised gain on valuation -27.81 61.74
Realised gain on sale 64.85 40.39
Other non-operating income
Interest on income tax refund - 3.34
Creditors Written Back 91.71 -
Insurance claim received 58.92 305.00
Total 187.66 410.47
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270

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 25 Direct Cost

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Particulars For the period ended For the year ended
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Amortisation of content 708.22 1,814.29
Line production cost (including co-production cost) 719.70 1,460.60
Dubbing & subtitling cost 58.05 60.89
Creative curation service fee 41.53 56.10
Total 1,527.50 3,391.88
Note 26 Employee benefits expense
Particulars For the period ended For the year ended
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Salaries, wages and bonus * 145.56 485.60
Contributions to provident and other funds 8.71 17.45
Staff welfare expenses 0.16 0.38
Total 154.43 503.43
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• Includes Employee Leave Encashment compensation

Note 27 Finance costs

Interest on deferred payment Interest on lease liability Interest on borrowings Interest on others Total Particulars	For the period ended September 30, 2024 (₹ in Lacs) - - 557.49 5.00 562.49	For the year ended March 31, 2024 (₹ in Lacs) - - 122.57 16.69 139.26

Note 28 Depreciation and amortisation expense

Depreciation of property, plant and equipment Amortisation of Right of use assets Total Particulars	For the period ended September 30, 2024 (₹ in Lacs) 15.90 - 15.90	For the year ended March 31, 2024 (₹ in Lacs) 24.78 - 24.78

271

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 29 Marketing Expenses

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Particulars For the period ended For the year ended
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Marketing Expenses 307.42 733.91
Total 307.42 733.91
Note 30 Other Expenses
Particulars For the period ended For the year ended
September 30, 2024 March 31, 2024
(₹ in Lacs) (₹ in Lacs)
Repairs and maintenance - Others -3.66 9.66
Rates and taxes 121.79 120.38
Communication expenses 4.82 9.61
Legal and professional charges 265.77 514.95
Cross charge by Holding Company 211.03 197.44
Travelling and conveyance expenses 0.26 4.74
Digital space charges - 255.82
Software expenses 20.14 32.58
Directors sitting fees 4.00 6.50
License and hosting fees 194.98 532.74
Net foreign exchange loss 4.77 14.81
Loss allowance for credit impaired 436.76 152.08
Sales Commission 66.16 187.10
Miscellaneous expenses 8.59 6.86
Total 1,335.41 2,045.27
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272

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

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Note 31 Related Party Transactions
(a) Name of related parties and description of relationship.
Name of the Related Party Relationship
Balaji Telefilms Limited Holding Company
Balaji Motion Pictures Limited Fellow Subsidiary
Marinating Films Private Limited Fellow Subsidiary
Ding Infinity Private Limited Fellow Subsidiary
Mr. Tusshar Kapoor Relative of Key Managerial Personnel
Mr. D G Rajan Key Managerial Personnel
Mr. Devender Kumar Vasal Key Managerial Personnel
Mr. Ramesh Sippy Key Managerial Personnel
Mr. Ashutosh Khanna Key Managerial Personnel (w.e.f February 9, 2024)
Ms. Manisha Pathak Key Managerial Personnel (w.e.f December 27, 2022)
Ms. Ruchita Gudhka Key Managerial Personnel (w.e.f November 9, 2021 till October 12, 2022)
(b) Details of Transactions with related parties during the year
Nature of Transactions Holding Company Key Managerial Personnel Fellow Subsidiary
& Relative of KMP
(₹ in Lacs) (₹ in Lacs) (₹ in Lacs)
Creative curation service fee 41.53 - -
(56.10) - -
Cross Charge (Reimbursement of Expenses) 100.67 - -
(248.47) - -
Employee stock option expense 110.36 - -
(51.03) - -
Cross Charge (Recovery of Expenses) - - -
(18.67) - -
Director Sitting Fees
D G Rajan - 1.25 -
- (2.25) -
Devender Kumar Vasal 1.25 -
- (2.25) -
Ramesh Sippy - 1.00 -
- (2.00) -
Ashutosh Khanna - 0.50
- -
Artist Fees
Mr. Tusshar Kapoor - 30.00 -
- (40.00) -
Remuneration
Manisha Pathak - 4.87 -
- (7.77) -
Purchase of Content (Web Series, Films and Music Rights)
Balaji Telefilms Ltd 1,059.01 - -
(354.16) - -
Purchase of Content (Web Series & Films)
Ding Infinity Pvt Ltd - - -
- - (98.31)
Marinating Films Private Limited - - 0.00
- - (41.25)
Advance given for Content - - 526.12
- - (140.37)
Loan Taken 1,994.00 - -
(10,381.80) - -
Loan Repayment 165.00 - -
(504.00) - -
Interest on Loan taken 557.49 - -
(122.57) - -
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Note: The Company operated from rent free premises of the Holding Company during the year.

(c) Closing balances as at year end

	Nature of Transactions	Holding Company		Key Managerial Personnel	Key Managerial Personnel	Key Managerial Personnel	Fellow Subsidiary	Fellow Subsidiary
				& Relative of KMP
		(₹ in Lacs)		(₹ in Lacs)			(₹ in Lacs)
Trade payables
Balaji Telefilms Ltd		1,796.43			-				-
		(1,764.19)				-			-
Ding Infinity Pvt Ltd								(0.75)
								(0.75)
Marinating Films Private Limited			-		-				-
			-		-			(47.85)
Advance given for Content
Ding Infinity Pvt Ltd			-		-			985.56
			-		-			(459.44)
Loan Payable
Balaji Telefilms Ltd		12,683.69			-				-
		(10,297.20)			-				-

Note:

(i) Figures in bracket relate to the previous year.

(ii)* Represents reversal of expense.

273

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308

Annexure 7

Marinating Films Private Limited Unaudited Balance Sheet as at September 30, 2024

Marinating Films Private Limited Unaudited Balance Sheet as at September 30, 2024
Particulars	Note No.	As at September 30, 2024	As at March 31, 2024
		₹ in Lacs	₹ in Lacs
Total Non-current Assets (i) Investments (ii) Trade receivables (ii) Cash and cash equivalents Total current assets Total assets (b) Instrument entirely equity in nature (c) Other equity Total equity Current liabilities (a) Financial liabilities (i) Trade payables (I) total outstanding dues of micro enterprises and small enterprises (II) total outstanding dues to creditors other than micro enterprises and small enterprises (b) Other current liabilities (c) Current tax liablities (net) Total current liabilities Total equity and liabilities ASSETS Non-current assets (a) Financial assets (a) Non - Current tax asset Current assets Liabilities (b) Other current assets EQUITY AND LIABILITIES Equity (a) Equity share capital	4 5 6 7 8 9 9A 9B 10 11 11 12 13	31.81	31.81
		31.81	31.81
		172.38 - 4.67 94.48	121.84 48.68 3.99 102.01
		271.53	276.52
		303.34	308.33
		446.00 325.00 (630.27)	446.00 325.00 (626.65)
		140.73	144.35
		- 1.43 161.18 -	- 2.04 161.18 0.76
		162.61	163.98
		303.34	308.33

309

Marinating Films Private Limited Statement of Unaudited Profit and Loss for the period ended September 30, 2024

Particulars	Particulars	Note No.	For the period ended September 30, 2024	For the year ended March 31, 2024
			₹ in Lacs	₹ in Lacs
(I) (i) (ii) (II) (III) (IV) (V) (VI) (VII) (VII) (VIII) (IX) (X)	INCOME Revenue from operations Other income Total Income EXPENSES Cost of production Finance cost Other expenses Total Expenses Profit before tax (II-IV) Tax expense - Current tax - Deferred tax - Short provision relating to earlier years Total tax expense Profit for the year (V-VI) Other comprehensive income Total comprehensive income for the year (VII + VIII) Earning per equity share of face value of ₹10/- each a. Basic (in ₹) b. Diluted(in ₹)	14 14(i) 15 16 17 20 & 25 19	- 6.04	41.25 16.33
			6.04	57.58
			- - 9.66	37.55 0.01 6.71
			9.66	44.27
			(3.62)	13.31
			- - -	0.76 - 1.07
			-	1.83
			(3.62)	11.48
			-	-
			(3.62)	11.48
			-0.05 -0.05	0.15 0.15

310

Marinating Films Private Limited

Statement of Unaudited Cash Flows for the period ended September 30, 2024

Particulars	For the year ended September 30, 2024	For the year ended September 30, 2024	For the year ended March 31, 2024	For the year ended March 31, 2024
	₹ in Lacs	₹ in Lacs	₹ in Lacs	₹ in Lacs
A. Cash Flow from Operating Activities Profit/(Loss) before tax as per Statement of Profit and Loss Adjusted for Sundry Advances to suppliers written off Unrealised gain on valuation of Mutual funds Advance from customer written back Excess provision no longer required written back Realised gain on sale of Mutual funds Operating Profit/ (Loss) before Working Capital Changes Adjusted for Decrease in trade receivables Decrease / (Increase) in Other financial assets Decrease / (Increase) in inventories Decrease / (Increase) in non-current assets (Increase) in trade receivables (Increase) / Decrease in other current assets Increase / (Decrease) in trade payables Increase/ (Decrease) in other current liabilities Increase/ (Decrease) in current tax liabilities Net cash flow from/(used in) operating activities (A) B. Cash Flow from Investing Activities Net cash flow generated from / (used in) investing activities (B) C. Cash Flow from Financing Activities Net cash flow from financing activities (C) Net (decrease) in cash and cash equivalents (A+B+C) Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of theyear(Refer note 7) Taxes Refund/ (reclass) (net) Investment in Mutual Fund units Proceeds from sale of Mutual Fund units	- (5.54) - (0.18) -	(3.62) (5.72)	- (5.28) - (8.10) (2.95)	13.31 (16.33)
	- - - - 48.68 7.53 (0.43) - -	(9.34) 55.78	- - - - (48.68) 9.39 (0.49) 0.01 -	(3.02) (39.77)
		-		-
	(45.00) -	46.44 (0.76)	- 40.00	(42.79) (1.07)
		45.68 (45.00)		(43.86) 40.00
	-	(45.00) -	-	40.00 -
		-		-
		0.68 3.99		(3.86) 7.85
		4.67		3.99

311

Marinating Films Private Limited Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 4 Non-Current tax assets

Note 4 Non-Current tax assets
Particulars	As at September 30, 2024	As at March 31, 2024	Why non -current
	₹ in Lacs	₹ in Lacs
Advance income taxes Total	31.81	31.81
	31.81	31.81

Note 5 Current Investments (Unquoted)

Particulars	As at September 30, 2024	As at March 31, 2024	#REF! ₹ in Lacs 102.24 102.24
	₹ in Lacs	₹ in Lacs
Investment in Mutual Fund HDFC Ultra Short Term Fund @ Rs. 10 Face Value Total	172.38	121.84
	172.38	121.84

312

Marinating Films Private Limited

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 6 Trade receivables (unsecured)

Particulars	As at September 30, 2024	As at March 31, 2024
	₹ in Lacs	₹ in Lacs
Trade Receivables - billed Considered good ^ Credit impaired Less: Loss allowance Total*	- 143.77 (143.77)	48.68 143.77 (143.77)
	-	48.68
Note 7 Cash and cash equivalents
Particulars	As at September 30, 2024	As at March 31, 2024
	₹ in Lacs	₹ in Lacs
Balances with banks - in current accounts **Total **	4.67	3.99
	4.67	3.99

Note 8 Other current assets

Particulars	As at September 30, 2024	As at March 31, 2024
	₹ in Lacs	₹ in Lacs
Balances with government authorities (GST Receivable) Advance to vendors Total	94.48 -	102.01 -
	94.48	102.01

313

Marinating Films Private Limited

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 9 Share capital

Particulars	As at September 30, 2024	As at March 31, 2024	#REF! ₹ in Lacs 5.00 350.00 1.00 1.00
	₹ in Lacs	₹ in Lacs
(a) Authorised (b) Issued, Subscribed and fully paid up 44,60,000 (Previous year 44,60,000) Equity Shares of ₹10/- each 105,50,000 (Previous year 105,50,000) Equity Shares of ₹10/- each 44,50,000 (Previous year 44,50,000) Redeemable Preference Shares of ₹10 each	1,055.00 445.00	1,055.00 445.00
	1,500.00	1,500.00
	446.00	446.00
	446.00	446.00

Note 9A Equity share capital

Note 9A Equity share capital
(i) Movement in Equity Share Capital:
Issued, Subscribed and fully paid up
Particulars		Number of shares	₹ in Lacs
As at March 31, 2023		44,60,000	446.00
Increase during the year		-	-
As at March 31, 2024		44,60,000	446.00
Increase during the year		-	-
As at September 30, 2024		44,60,000	446.00
(ii)Shares held byholdingcompany/ ultimate holdingcompany:
		As at	As at
Particulars		September 30,	March 31, 2024
		2024
		No of shares	No of shares
Balaji Telefilms Limited(immediate and ultimate holdingcompany)- with nominee		44,60,000	44,60,000
(iii)Details of EquityShares held byeach shareholder holdingmore than 5% EquityShares:
	As at September 30, 2024		As at March	31, 2024
Name of Equity Shareholder	No. of Shares held	% of holding	No. of Shares held		% of holding
Balaji Telefilms Limited(with nominee)	44,60,000	100.00%	44,60,000		100.00%
(iv)Details of shareholdings ofpromoters :
Name of the Promoter	Number of share	Percentage of total number of shares	Percentage of change during the year
Balaji Telefilms Limited (with nominee)	44,60,000	100.00%	0.00%

(v) The company has only one class of equity shares having a par value of ₹10 per share. Each shareholder is eligible for one vote per share held. The dividend proposed , if any by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation of the company, the shareholders will be eligible to receive the remaining assets of the company, after distribution of all preferential amounts, in proportion to their shareholding.

(vi) No shares are issued for consideration other than cash during the 5 years immediately preceding September 30, 2024.

Note 9B Instruments entirely equity in nature - Compulsory Convertible Debentures

Particulars	Numbers	₹ in Lacs
As at March 31, 2023 As at March 31, 2024 As at September 30, 2024 Increase during the period Increase during the period	32,50,000 -	325.00 -
	32,50,000 -	325.00 -
	32,50,000	325.00

32,50,000 Zero Percent Compulsorily Convertible Debentures (CCD) of ₹10 each were allotted on June 21, 2018 for cash consideration to Balaji Telefilms Limited (immediate and ultimate holding company). The CCD shall be converted into equity shares on 1:1 basis after 3 months from the date of allotment at the option of the board or at any time, at the option of the debenture holders. However the CCD shall be converted into equity share not later than 10 years from the date of allotment.

314

Marinating Films Private Limited

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 10: Other Equity

Note 10: Other Equity
Particulars	As at September 30, 2024	As at March 31, 2024
	₹ in Lacs	₹ in Lacs
Deficit in Statement of Profit & Loss Total	(630.27)	(626.65)
	(630.27)	(626.65)

Note 10.1 Deficit in Statement of Profit & Loss

Note 10.1 Deficit in Statement of Profit & Loss
Particulars	period ended September 30, 2024	Year ended March 31, 2024
	₹ in Lacs	₹ in Lacs
Balance at beginning of year Profit for the year	(626.65) (3.62)	(638.13) 11.48
Balance at end of theyear	**(630.27) **	(626.65)

315

Marinating Films Private Limited

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 11 Trade payables

Particulars	As at September 30, 2024	As at March 31, 2024
	₹ in Lacs	₹ in Lacs
Current Total outstanding dues of micro enterprises and small enterprises Total outstanding dues to creditors other than micro enterprises and small enterprises Total	- 1.43	- 2.04
	1.43	2.04

Note 12 Other current liabilities

Note 12 Other current liabilities
Particulars	As at September 30, 2024	As at March 31, 2024
	₹ in Lacs	₹ in Lacs
Advance from customers Interest Payable to MSME vendors	161.17 0.01	161.17
		0.01
Total	161.18	161.18

Note 13 Current tax liabilities (net)

Particulars	As at September 30, 2024	As at March 31, 2024
	₹ in Lacs	₹ in Lacs
Provision for Income Tax	-	0.76
Total	0.00	0.76

316

Marinating Films Private Limited

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 14 Revenue from operations

Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	₹ in Lacs	₹ in Lacs
Sale of services Internet income Total	-	41.25
	-	41.25

Note 14(i) Other income

Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	₹ in Lacs	₹ in Lacs
Gain on investments in units of mutual funds Unrealised gain on valuation Realised gain on sale Other Non-Operating Income Excess provision no longer required written back Other Total	5.54 - 0.18 0.32	5.28 2.95 8.10 -
	6.04	16.33

317

Marinating Films Private Limited Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 15 Cost of Production

Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	₹ in Lacs	₹ in Lacs
Lineproduction cost(includingco-production cost)	-	37.55
Total	-	37.55

318

Marinating Films Private Limited

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 16 Finance cost

Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	₹ in Lacs	₹ in Lacs
Interest Payable to MSME vendors	-	0.01
Total	-	0.01

319

Marinating Films Private Limited

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

Note 17 Other expenses

Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	₹ in Lacs	₹ in Lacs
Sundry Advances to suppliers written off Rates and taxes Legal and professional charges (Refer note 17.1) Director sitting fees	- 8.25 0.93 0.50	- 3.28 2.43 1.00
Total	9.66	6.71

Note 17.1 Payment to auditors (included in Legal & professional charges)

Particulars	For the period ended September 30, 2024	For the year ended March 31, 2024
	₹ in Lacs	₹ in Lacs
As auditors :	0.50	1.00
Audit fees
Total	0.50	1.00

320

Marinating Films Private Limited

Notes forming part of the unaudited financial statements for the period ended September 30, 2024

18 Related Party Transactions

• (a) Name of related parties and description of relationship

Name of the Related Party	Relationship
Balaji Telefilms Limited	HoldingCompany
ALT Digital Media Entertainment Limited	Fellow Subsidiary
Balaji Motion Pictures Limited	Fellow Subsidiary
Chhayabani Balaji Entertainment Private Limited	Fellow Subsidiary (Liquidated on April 11,2022)
DingInfinityPrivate Limited	Fellow Subsidiary
Mr. Devendra Kumar Vasal	KeyManagerial Personnel

• (b) Details of Transactions with related parties during the period

Details of Transactions with relatedparties during theperiod (₹ in lacs)
Nature of Transactions	Holding Company	Director	Fellow subsidiary
Internet Income
Alt Digital Media Entertainment Limited	- (-)	- (-)	- (41.25)
Director Sitting Fees
Devendra Kumar Vasal	- (-)	0.50 (1.00)	- (-)
Closing balances as at September 30, 2024 (₹ in lacs)
Nature of Transactions	Holding Company	Director	Fellow subsidiary
Amount receivable
Alt Digital Media Entertainment Limited	- (-)	- (-)	- (-)

• (c) Closing balances as at September 30, 2024

321

Annexure 8

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Annexure 9

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Annexure 10

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Annexure 11

339

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341

This is an Abridged Prospectus containing salient features in respect of the Scheme of Arrangement which inter-alia provides for merger of ALT Digital Media Entertainment Limited (‘ALT’ or ‘the First Transferor Company’) with and into Balaji Telefilms Limited (‘BTL’ or ‘the Transferee Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’). You may download the Scheme of Arrangement from the website of Transferee Company at www.balajitelefilms.com, the website of BSE Limited ( “BSE” ) at www.bseindia.com and National Stock Exchange of India Limited (“NSE”) at www.nseindia.com, Stock Exchanges where the equity shares of Transferee Company are listed (“ Stock Exchanges ”). This is an abridged prospectus prepared to comply with the requirements of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") read with SEBI Circular No. CFD/DIL/3/CIR/2017/21 dated 10[th] March , 2017 read with Circular SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22[nd] December , 2020 read with SEBI/HO/CFD/POD2/P/CIR/2023/93 dated 20[th] June, 2023 issued by Securities and Exchange Board of India ('SEBI Circulars’) and is in accordance with the disclosure required to be made in the Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent applicable, and pursuant to Annexure II of the Securities and Exchange Board of India (“SEBI”) master circular bearing number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated 21[st] June, 2023 (as amended from time to time) (“SEBI Master Circular”).

This Abridged Prospectus consists of 20 (Twenty) pages. Please ensure that you have received all the pages

ALT DIGITAL MEDIA ENTERTAINMENT LIMITED

(hereinafter referred to as “the First Transferor Company”) was incorporated under the Companies Act, 2013 bearing CIN - U74999MH2015PLC266206 on 01[st ] July, 2015)

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REGISTERED CORPORATE CONTACT WEBSITE
OFFICE OFFICE PERSON
C-13 Balaji House, - Mr. Sanjay Dwivedi, www.altt.co.in
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REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE	REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE	REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE	REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE
C-13 Balaji House,	-	Mr. Sanjay Dwivedi,	www.altt.co.in
Dalia Industrial Estate, Opp. Laxmi Industrial. Estate, New Link Road, Andheri - West, Mumbai, Maharashtra, India - 400053.		Group CEO and Gro up Chief Financial O fficer

NAMES OF PROMOTER(S) OF THE COMPANY: Promoter of ALT Digital Media Entertainment Limited is Balaji Telefilms Limited

Details of offer to Public

Details of offer to Public
	Share Reservation
Type of Issue (Fresh/ OFS/ Fresh & OFS) Fresh Issue Size (by no. of shares or by amount in Rs) OFS Size (by no. of shares or by amount in Rs) Total Issue Size by no. of shares or by amount in Rs) Issue Under 6(1)/ 6(2)	QIB NII RII
Not Applicable as ALT is an unlisted company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

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Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders ( upto a maximum of 10 selling shareholders)

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Name Type No of WACA Name Type No of WACA
Shares in Rs per Shares in Rs per
offered/ Equity offered/ Equity
Amount Amount
in Rs in Rs
Not Applicable
P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average
Cost of Acquisition shall be calculated on fully diluted basis
Price Band, Minimum Bid Lot & Indicative Timelines
Price Band
Minimum Bid Lot Size
Bid/Offer Open On
Bid/Closes Open On
Finalisation of Basis of Allotment Not Applicable
Initiation of Refunds
Credit of Equity Shares to Demat accounts of
Allottees
Commencement of trading of Equity Shares
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P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis

For details of price band and basis of offer price , please refer to price band advertisement and page xx of RHP- Not Applicable*

**Note: Not Applicable as ALT is an unlisted company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP

Period	Weighted Average Cost of Acquisition (in Rs.) Upper End of the Price Band is ‘X’ times the WACA Range of acquisition price Lowest Price- Highest Price (in Rs.)
Trailing Eighteen Month from the date of RHP	Not Applicable*

WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis for the trailing eighteen months from the date of RHP.

*Note: Not Applicable as ALT is an unlisted company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

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RISKS IN RELATION TO THE FIRST OFFER

Not Applicable as ALT is an unlisted company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

GENERAL RISKS

Investment in equity & equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved.

The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of the contents of the RHP – Not Applicable as the offer is not for public at large

Specified attention of the investors is invited to the section titled “Risk Factors” on page 10 [Ten] of the Abridged Prospectus.

PROCEDURE

You may also download the Abridge Prospectus along with the scheme and other relevant documents from the website of the Transferee Company www.balajitelefilms.com and on Stock Exchanges i.e. BSE at www.bseindia.com and at NSE at www.nseindia.com

Scheme Procedure

Pursuant to the Scheme of Arrangement, shares held by Transferee Company in First Transferor Company viz. ALT shall be cancelled and upon the Scheme becoming effective, and neither any consideration will be paid, nor any shares shall be issued by the Transferee Company.

For the purposes of obtaining approval under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the designated Stock Exchange is NSE .

Neither any consideration will be paid, nor any shares shall be issued to the shareholders of Transferor Company pursuant to the Scheme of Arrangement and not to public at large, the requirement with respect to General Information Document (GID) are not applicable and this Abridged prospectus should be ready accordingly .

	PRICE INFORM AT ION OF BRLM ’s
Issue Name	Name of Merchant Banker +/- % change in closing price, (+/- % change in closing benchmark) - 30th calendar days from listing +/- % change in closing price, (+/- % change in closing benchmark) - 90th calendar days from listing +/- % change in closing price, (+/- % change in closing benchmark) - 180th calendar days from listing
	Not Applicable

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Name of BRLM and Not Applicable contact details (telephone and email id) of each BRLM Name of Syndicate Members

In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included - Not Applicable

Name of Registrar to the Issue and contact details (telephone and email id)	NSDL Database Management Limited 4th Floor, Tower 3, One International Center, Senapati Bapat Marg, Prabhadevi, Mumbai - 400 013 Phone No.: +91-22-24994200 Mail ID:info_ndml@ndml.in
Name of Statutory Auditor	Deloitte Haskins & Sells LLP (FRN: 117366W/ W-100018 One International Center, Tower 3, 31stFloor, Senapati Bapat Marg, Elphinstone Road(West), Mumbai Maharashtra-400013
Name of Credit Rating Agency and the rating or grading obtained, if any
Name of Debenture trustee, if any.	Not Applicable
Self-Certified Syndicate Banks
Non-Syndicate Registered Brokers
Details regarding website address(es)/ link(s) from which the investor can obtain list of registrar to issue and share transfer agents, depository participants and stock brokers who can accept application from investor (as applicable)

	PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY
Sr. No.	Name	Individual/ Corporate	Experience & Educational Qualification
1	Balaji Telefilms Limited	Company	Balaji Telefilms Limited is a public company incorporated under the provisions of the Companies Act, 1956, on November 10, 1994. The equity shares of the Company are

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PROMOTER OF THE ISSUER COMPANY
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PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY
			listed in India on BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE'). The Corporate Identification Number of the Company is L99999MH1994PLC082802. The registered office of the Company is situated at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New Link Road, Andheri-West, Mumbai - 400053 in the state of Maharashtra. The company is engaged in the business of production and creation of films, web series and television content in India particularly in Hindi language. The company is also engaged in business of production of television content in regional languages, and in event organization business.

BUSINESS MODEL/BUSINESS OVERVIEW AND STRATEGY

Business Overview and Strategy

Business Overview and Strategy	Business Overview and Strategy
Company Overview:	ALT Digital Media Entertainment Limitedis engaged in the business of production of movies and web-series, and telecasting / broadcasting the same through a subscription-based video on demand (SVOD) over the top (OTT) platform operated under the name “ALTT”. It is also engaged in the B2B business of providing content creation services to third-parties.
Product/Service Offering: Revenue segmentation by product /service offering	Revenue Segmentation FY 2023-24: The company is primarily engaged in the business of subscription and production of movies and web-series, and telecasting / broadcasting the same through a subscription-based video on demand (SVOD) over the top (OTT) platform, based video on demand service income and internet programs sale/licensing of digital content rights, which constitutes a single reportable segment.
Geographies Served: Revenue segmentation by geographies	PAN India, Territories Outside India. (Globally) Total Revenue from Operations as on March 31, 2024 is INR 4,572.94 lakhs. Out of this Revenue generated in India is INR 3863.46 lakhs (Domestic Revenue) and International Revenue is INR 709.48 lakhs.
Key Performance Indicators:	FY 2023-24 1. Total Revenue from operations (Net)- Rs. 4,572.94 lakhs 2. Net Profit/(Loss) before tax and extraordinary item- Rs. (1855.12) lakhs 3. Net Profit/(Loss) after tax and extraordinary item- Rs. (1855.12) lakhs 4. Earnings per Share Rs. (0.27)
Client Profile or Industries Served: Revenue	ALT is engaged in the business of production of movies and web-series, and telecasting / broadcasting the same through a subscription-based video on demand (SVOD) over the top (OTT) platform operated under the name

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segmentation in “ALTT”. It is also engaged in the B2B business of providing content creation
terms of top 5/10 services to third-parties.
clients or Industries:
Sales to Top 5 Customers is given below.
Revenue segmentation FY 2023-24
Amount (in
Particulars
Rs. lakhs)
Amazon Seller Services Private Limited. 1120.00
YouTube 235.40
Shemaroo Entertainment Limited 226.78
Nusantara 160.16
Airtel Digital Limited 159.04
Intellectual Yes. Attached is the list of the same as Annexure A ;
Property, if any :
Market Share: Not Available
Manufacturing Not Applicable
plant, if any:
Employee Strength: 26
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BOARD OF DIRECTORS OF FIRST TRANSFEROR COMPANY

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S no Name Designation Experience & Other Directorship
Educational
Qualification
1 Mr. Ramesh Sippy Non B.Sc., University of  Raksha
Executive Bombay Entertainment
Director Experience : 58+ years Private Limited
of experience in  Indian Motion
Film Industry. Picture
Distributors
Association
2 Mr. Duraiswamy Independent Chartered Accountant  Balaji Motion
Gunaseela Rajan Director Experience : 57+ Pictures Limited
years  Havmor Ice
Cream Private
Limited
 Rubfila
International
Limited
 Digjam Limited
 IFGL
Refractories
Limited
3 Mr. Devender Independent Bachelor’s Degree in  Marinating Films
Kumar Vasal Director Commerce and Law Private Limited
Experience : 38+ years
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S no Name Designation Experience & Other Directorship
Educational
Qualification
4 Mr. Ashutosh Independent  Master’s degree in  Balaji Telefilms
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Khanna Director Management Limited Studies, Bombay University  Bachelor of Science Degree, Delhi University Experience : 35+ years of experience.

Rationale of the Scheme

The Composite Scheme of Arrangement would help in reorganization of reserves and reduction of Equity Share Capital of the First Transferor Company and consolidating and effectively managing the business of the Companies in a single entity, which will provide several benefits including synergy, economies of scale, attain efficiencies, cost competitiveness, etc. Various benefits arising pursuant to the Scheme are enlisted below:

Benefits in respect of reorganization of reserves and reduction of equity capital of the First Transferor Company

1. The Transferor Company shall be able to represent its true and fair financial position; and

2. This Scheme would not have any impact on the shareholding pattern of the First Transferor Company, since it is a wholly-owned subsidiary of Transferee Company.

Benefits in respect of amalgamation of the Transferor Companies with the Transferee Company

1. The Transferor Companies are wholly owned subsidiaries of the Transferee Company, so merger will help to consolidate the multiple entities into a single legal entity. Further, the Transferor Companies and the Transferee Company are engaged in similar line of businesses related to production and distribution of contents on various platforms. The merger would enable management focus and combined synergies for various projects;

2. The merger will provide a greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value;

3. The merger will result in enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources;

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1. The merger will result in a reduction in the overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination, and avoiding of unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by each of the Transferor Companies and the Transferee Company;

2. The merger would motivate employees of the First Transferor Company by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, assets base etc. which will boost employee morale and provide better corporate performance ultimately enhancing shareholder value;

3. The merger will help in achieving operational efficiencies and management efficiencies;

4. The other operational benefits due to merger are as follows: -

5. a) Optimize the resources at consolidated entity level to facilitate greater ability of the Transferee Company to raise financial resources for future expansion;

6. b) Reducing operational and compliance cost;

7. c) Elimination of duplicative communication and coordination efforts across multiple entities and pooling of resources as well as optimum utilization of resourees;

8. d) Simplification of group structure under common management; and

9. e) Economies of scale, greater integration, flexibility and market reach for the amalgamated entity.

Further, there is no adverse effect of this Scheme on the Directors, Key Managerial Personnel, Promoters, Non-promoter Members, Creditors, and employees of the Companies and the same would be in the best interest of all stakeholders.

Details of means of finance - Not Applicable

The funds requirements for each of the objects of the Issue are stated as follows:

Sr. no	Objects of the issue	Total Estimate Cost Amount deployed till Amount to be financed from Net	Estimated Net Proceeds Utilization
		Proceeds	Fiscal 2025 Fiscal 2026
1
2		Not Applicable
3
4
5	General corporate purposes	Not Applicable

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Details and reasons for non-deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues / rights issue, if any, of the Company in the preceding 10 years. – Not Applicable

Name of the Monitoring Agency if any: Not Applicable

Terms of Issuance of Convertible Security if any: Not Applicable

Convertible securities being offered by the Company Face Value / Issue Price per Convertible securities Issue Size Interest on Convertible Securities Not Applicable Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD

Shareholding Pattern:

Sr.		Particulars	Pre-Scheme		Pre-Scheme	Post Scheme		Post Scheme	Post Scheme
No.			(number of		(%age	(number of		(%age
			shares)		holding)	shares)		holding)
1	Promoter and Promoter		69,46,45,893		100.00		-		-
	Group
2	Public			-	-		-		-
3	Custodians / Non-Public			-	-		-		-
	Non	promoter
	shareholders
	Total		69,46,45,893		100.00		-		-

Number/amount of equity shares proposed to be sold by selling shareholders, if any. Not Applicable.

AUDITED FINANCIALS OF TRANSFEROR COMPANY

AUDITED FINANCIALS OF TRANSFEROR	COMPANY
			(Rs. in lakhs)
Particulars	FY 2023-24	FY 2022-23	FY 2021-22
Revenue from operations (Net)	4,572.94	5,492.53	10,262.46
Net Profit/(Loss) before tax and extraordinary	(1,855.12)	(7,675.79)	(13,654.61)
items
Net Profit / (Loss) after tax and extraordinary	(1,855.12)	(7,675.79)	(13,654.61)
items
Equity Share Capital	69,464.59	69,464.59	62,005.00
Reserves and Surplus	(61,691.65)	(59,784.85)	(61,671.89)
Net worth	7,772.94	9,679.74	333.11
Basic & Diluted earnings per share (Rs.)	(0.27)	(1.23)	(2.20)
Return on net worth (%)	(23.87%)	(79.30%)	(4,099.13%)
Net asset value pershare (Rs.)	1.12	1.39	0.05

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Note 1: Summary for the period ended 31[st] March, 2024, 31[st] March, 2023 and 31[st] March, 2022 has been extracted from audited financial statements prepared based on Accounting Standard as notified under Companies (Accounting Standards) Rules, 2006 (as amended from time to time).

Note 2: 'Net Worth' means the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation.

Note 3: Net asset value per share has been derived by dividing Net Worth by the number of outstanding shares.

Note 4: Return on net worth (%) has been arrived at by dividing Net Profit / (Loss) after tax and extraordinary items by Net Worth.

INTERNAL RISK FACTORS

1. The implementation of the Scheme is dependent on obtaining the necessary approvals as outlined. Once secured, these approvals will facilitate the seamless execution of the Scheme, benefiting shareholders.

2. The Transferor Company will dissolve without winding up pursuant to Scheme with no adverse impact on shareholders.

3. The Transferor Company is presently an unlisted company, and its securities are presently not available for trading on any stock exchange.

4. The Scheme being approved by a shareholders’ resolution of the Transferee Company passed by way of General Meeting in compliance with SEBI Master Circular No SEBI/HO/CFD/POD2/P/CIR/2023/93 dated 20[th] June, 2023 and other SEBI guidelines, as may be amended from time to time, wherein presently the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION 1. Total number of outstanding litigations against the company and amount involved.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
1.	Total number	of outstanding litigations against the company and amount involved.					Aggregate amount involved Not ascertainab le
	Name of Entity	Criminal Proceedin gs	Tax Proceedin gs	Statutory or Regulator y Proceedin gs	Disciplinar y actions by the SEBI or Stock Exchanges against our Promoter	Material Civil Litigatio ns	Aggregate amount involved
	Company
	By the Company	-	3 (Amount is Rs. 92.37 lakhs)	2	-	2	Not ascertainab le

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	2.	Against the Company	Against the Company	1	-	-	-	-	-	6	6	Not ascertainab le
		Directors
		By the Directors		-	-		-		-	-		-
		Against the Directors		-	-		-		-	-		-
		Promoter
		By the Promoter		-	6		-		-	-		Rs. 3171.18 lakhs
		Against the Promoter		2	2 (Amount is Rs. 7530.77 lakhs)		-		-	2		Not ascertainab le
		Subsidiari es
		By Subsidiarie s		-	-		-		-	-		-
		Against Subsidiarie s		-	-		-		-	-		-
		Brief details of top 5 material outstanding
	Sr. No		Particulars			Litigation filed by		Current status			Amount involved
	1		11.11 Productions has approached Bombay City Civil Court for an alleged claim of Rs. 72,54,545/- with interest @ 24% p.a. till the date of payment and / or realization.			11.11 Productions		Matter has been kept for steps.			Rs.72,54,545/-
	2		As background information, the Agreement with Convonix System Private Limited was for providing a services of SEO, SEM, Digital Ads - Google, FB, Programmatic, Media Spends etc for an initial period of one year valid from 1st September 2019 till 30th August 2020. This was subsequently renewed a further two-year period from 1st September 2020 till 31st August 2022.			Convonix System Pvt Ltd		The Notice for Mediation has been served upon ALT in July 2024 by the Mumbai District Legal Services Authority directing for the Mediation process of the concerned matter. Post Mediation discussion the differences could not			Rs.55,84,196/-

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							be resolved, the Mediator has filed a concluding report indicating the same observation.	be resolved, the Mediator has filed a concluding report indicating the same observation.
	3		It is alleged by petitioner that the reality show Lock-Upp is based on Jailed, rights of which belong to him. Along with stay on the show, Pride Media has claimed damages of Rs. 12,00,000. An injunction order was passed by the City Civil Court; which was subsequently stayed by the Telangana High Court. The main matter still continues in the trial court.		Pride Media		ALT has filed its reply. Deletion Application for EK and BTL has been filed. The court was informed that the Telangana High Court has stayed all further proceedings before the City Civil Court. Therefore, the matter was adjourned		Rs. 12,00,000
	3. 4.
		Sr. No		Particulars		Litigation filed by		Current status
		1		FIR has been registered by the Complainant who is a member of Valmiki community on the grounds that the serial “Kundli Bhagya” has hurt the religious sentiments of the people of Valmiki brotherhood. Copy of the FIR was obtained.		Mr. Tarlok Sahota		No notice / summons served on us.
		2		Complaint was filed under section 293, 294, 34 of IPC in relation to alleged obscene content of the web series XXX Uncensored Season 2.		Vikas Fhatak @ Hindustani Bhau		No notice / summons served on us. While we are monitoring the matter, Advocate for the Complainant has argued the matter. Subsequently, ALT has filed its written statement post the completition of the Complainants Arguments by

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mentioning it before
the Court.
On 15thFebruary 2025,
the Ld. Magistrate has
passed an Order
calling for an
investigation report
from the concerned
police station under
Section 202 of the
Code of Criminal
Procedure, 1973
(“CrPC”) and the
matter is adjourned to
9 May 2025.

ANY OTHER IMPORTANT INFORMATION AS PER ISSUER COMPANY: NIL

DECLARATION BY TRANSFEROR COMPANY

We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines / regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992 as the case may be, have been complied with and no statement made in this Abridged Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in this Abridged Prospectus are true and correct.

For ALT Digital Media Entertainment Limited

Digitally signed by Dwivedi Dwivedi Sanjay Sanjay Chandrabhushan Chandrabhushan Date: 2025.03.24 13:23:35 +05'30'

Sanjay Chandrabhushan Dwivedi Group CEO and Group CFO Date: March 24,2025 Place: Mumbai

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354

Annexure A

List of Intellectual Property right held by ALT Digital Media Entertainment Limited (‘ALT’ or ‘the First Transferor Company’)

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IP Rights- Owned / Co-owned by
Sr no Web Show name
Company
1 Bewafaa Sii Wafaa ALT Digital Media Entertainment Limited
2 Boygiri ALT Digital Media Entertainment Limited
3 Dev DD S1 ALT Digital Media Entertainment Limited
4 Karrle Tu Bhi Mohabbat S1 ALT Digital Media Entertainment Limited
5 Romil and Jugal ALT Digital Media Entertainment Limited
6 The Test Case ALT Digital Media Entertainment Limited
7 Maya Thirrai ALT Digital Media Entertainment Limited
8 CyberSquad ALT Digital Media Entertainment Limited
9 Pammi Aunty ALT Digital Media Entertainment Limited
10 Ragini MMS Returns ALT Digital Media Entertainment Limited
11 Bose: DEAD/ALIVE ALT Digital Media Entertainment Limited
12 Dhimaner Dinkaal ALT Digital Media Entertainment Limited
13 FourPlay ALT Digital Media Entertainment Limited
14 Haq Se ALT Digital Media Entertainment Limited
15 Karrle Tu Bhi Mohabbat Season 2 ALT Digital Media Entertainment Limited
16 Kehne Ko Humsafar Hain S1 ALT Digital Media Entertainment Limited
ALT Digital Media Entertainment Limited
17
Galti Se Mis-Tech
18 PM Selfiewallie ALT Digital Media Entertainment Limited
Gandii Baat - Urban Stories From Rural ALT Digital Media Entertainment Limited
19
India Season 1 & 2
20 Dil Hi Toh Hai Season 1 ALT Digital Media Entertainment Limited
21 Hum -I'm Because of Us ALT Digital Media Entertainment Limited
22 Home ALT Digital Media Entertainment Limited
23 The Great Indian Dysfunctional Family ALT Digital Media Entertainment Limited
24 Baby Come Naa ALT Digital Media Entertainment Limited
25 Broken But Beautiful Season 1 ALT Digital Media Entertainment Limited
26 Apaharan S1 ALT Digital Media Entertainment Limited
Gandii Baat - Urban Stories From Rural ALT Digital Media Entertainment Limited
27
India Season 1 & 2
28 Hero Varrdiwala ALT Digital Media Entertainment Limited
29 Dil Hi Toh Hai Season 2 ALT Digital Media Entertainment Limited
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30 Kehne Ko Humsafar Hain Season 2 ALT Digital Media Entertainment Limited
31 Puncchbeat ALT Digital Media Entertainment Limited
32 Karrle Tu Bhi Mohabbat Season 3 ALT Digital Media Entertainment Limited
33 Baarish Season 1 ALT Digital Media Entertainment Limited
34 Bekaaboo Season 1 ALT Digital Media Entertainment Limited
35 Medically Yourrs ALT Digital Media Entertainment Limited
36 Booo Sabki Phategi ALT Digital Media Entertainment Limited
Gandii Baat Season 3 – Urban Stories From ALT Digital Media Entertainment Limited
37
Rural India
38 Boss ALT Digital Media Entertainment Limited
39 FUOK ALT Digital Media Entertainment Limited
40 Dil Hi Toh Hai Season 3 ALT Digital Media Entertainment Limited
41 Gandii Baat Season 6 ALT Digital Media Entertainment Limited
42 Helllo Jee ALT Digital Media Entertainment Limited
43 Bekaaboo Season 2 ALT Digital Media Entertainment Limited
44 Hai Taubba Season 1 ALT Digital Media Entertainment Limited
45 Hai Taubba Season 2 ALT Digital Media Entertainment Limited
46 Crimes and Confessions ALT Digital Media Entertainment Limited
47 Hai Taubba Season 3 ALT Digital Media Entertainment Limited
48 White Knight ALT Digital Media Entertainment Limited
49 Gandii Baat Season 7 ALT Digital Media Entertainment Limited
50 Purani Haveli Ka Rahasya ALT Digital Media Entertainment Limited
51 Honey Trap (acquired content ) ALT Digital Media Entertainment Limited
52 Paurashpur S2 ALT Digital Media Entertainment Limited
53 Crimes and Confessions Season 2 ALT Digital Media Entertainment Limited
54 Bekaaboo Season 3 ALT Digital Media Entertainment Limited
55 Talab, Ishq ki Gehraiyan ALT Digital Media Entertainment Limited
56 Bhootmate (Acquired content) ALT Digital Media Entertainment Limited
57 X - tape Live ALT Digital Media Entertainment Limited
58 Honeymoon Room Suite No 911 ALT Digital Media Entertainment Limited
59 Ek Rosy Ki Dastan- Bijli ALT Digital Media Entertainment Limited
60 Rangeen Kahaniyan-Pyaari Bhabhi ALT Digital Media Entertainment Limited
61 Backroad Hustle ALT Digital Media Entertainment Limited
62 Rangeen Kahaniyan-Lehenga Chunri S1 ALT Digital Media Entertainment Limited
63 Pyar Ka Bazar ALT Digital Media Entertainment Limited
64 Crimes and Confessions Season 3- Ishq Kills ALT Digital Media Entertainment Limited
65 Rangeen Kahaniyan- Utha Patak S1 ALT Digital Media Entertainment Limited
66 Rangeen Kahaniyan-Tan Tripti S1 ALT Digital Media Entertainment Limited
Rangeen Kahaniyan-Ghoonghat Ki Aad ALT Digital Media Entertainment Limited
67
Mein S1
68 Rangeen Kahaniyan-Lehenga Chunri S2 ALT Digital Media Entertainment Limited
69 Rangeen Kahaniyan-Haseeno Ka Mayajaal ALT Digital Media Entertainment Limited
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70 Jungle Mein Dangal ALT Digital Media Entertainment Limited
71 Nashila Husn ALT Digital Media Entertainment Limited
Crimes and Confessions Season 3- Dilruba ALT Digital Media Entertainment Limited
72
Exchange
73 Bully Aur Bulbul ALT Digital Media Entertainment Limited
74 Raseeli Raatein ALT Digital Media Entertainment Limited
75 Paurashpur S3 ALT Digital Media Entertainment Limited
76 Qatil Haseena ALT Digital Media Entertainment Limited
77 Rangeen Kahaniyan-Sapnon Ki Rani ALT Digital Media Entertainment Limited
78 Rangeen Kahaniyan- Utha Patak S2 ALT Digital Media Entertainment Limited
79 Jaanu Jaanlewa (90 mins Film) ALT Digital Media Entertainment Limited
80 Naag Vadhu - Ek Zehreeli Kahani / Zehreeli ALT Digital Media Entertainment Limited
81 Gili Gili Raat (90 mins film) ALT Digital Media Entertainment Limited
82 Rangeen Kahaniya - Tan Tripti Season 2 ALT Digital Media Entertainment Limited
Crimes and Confessions Season 3- Lal ALT Digital Media Entertainment Limited
83
Bawaal
Crimes and Confessions Season 3- Don Ki ALT Digital Media Entertainment Limited
84
Darling
Rangeen Kahaniya - Punarjanam (Ghunghat ALT Digital Media Entertainment Limited
85
Ki Aad Mein S2)
Crimes and Confessions Season 3- Missing ALT Digital Media Entertainment Limited
86
Majnu
87 Rangeen Kahaniya - Vashikaran ALT Digital Media Entertainment Limited
Rangeen Kahaniya - Utha Patak ALT Digital Media Entertainment Limited
88 S3(Swargwasi Films)
Eps 1-4
89 Bandh Darwaze ke Peeche ALT Digital Media Entertainment Limited
Rangeen Kahaniya - Utha Patak S3(Ilaa ALT Digital Media Entertainment Limited
90 Verma Production House)
Eps 5-8
91 Viral Rani ALT Digital Media Entertainment Limited
Rangeen Kahaniya - Utha Patak ALT Digital Media Entertainment Limited
92 S3(Swargwasi Films)
Eps 9-12
93 Darr Ki Aahat ALT Digital Media Entertainment Limited
Raat Ki Rani ALT Digital Media Entertainment Limited
94
5 eps
Haseeno Ka Inteqaam (Revenge Bunglow) ALT Digital Media Entertainment Limited
95
4 eps
Namkeen Kissey - Watchman ALT Digital Media Entertainment Limited
96
6 eps
97 Rangeen Kahaniyan- Tantripti S3 ALT Digital Media Entertainment Limited
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Rangeen Kahaniya - Utha Patak ALT Digital Media Entertainment Limited
98 S4(Swargwasi Films)
Eps 1-2
Saiyaan Farebi ALT Digital Media Entertainment Limited
99
(5 eps)
Rangeen Kahaniya - Utha Patak S4 (Join ALT Digital Media Entertainment Limited
100 Films)
Eps 3-4
Namkeen Kissey ALT Digital Media Entertainment Limited
101
6 eps (7-12)
Rangeen Kahaniyan-Ghoonghat Ki Aad ALT Digital Media Entertainment Limited
102 Mein S2 (Ref-Masal Papad)
4 eps
Rangeen Kahaniya - Utha Patak S4 (Swarg ALT Digital Media Entertainment Limited
103 Wasi Films)
Eps 5-10
Dons & Darlings (Reshmi Keeda) ALT Digital Media Entertainment Limited
104
6 eps
Rangeen Kahaniyan-Delivery Boy/ Pati Patni ALT Digital Media Entertainment Limited
107 Aur Woh Dukaan
4 eps
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Note : 1.List of Intellectual Property right held by ALT as on 31st December, 2024. 2.For few shows the Intellectual Property rights is partially shared.

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List of Trademarks of ALT Digital Media Entertainment Limited

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Sr.No. Applicant name Trademark
1 Alt Digital Media Entertainment Limited ALTT
2 Alt Digital Media Entertainment Limited Apharan S2
3 Alt Digital Media Entertainment Limited Bang Bang
4 Alt Digital Media Entertainment Limited Crashh .. One Womb Four Destinies
5 Alt Digital Media Entertainment Limited Farrey
6 Alt Digital Media Entertainment Limited Desi Tatkal Scam
7 Alt Digital Media Entertainment Limited Hai Tauba
Helllo Jee Iss Route Ki Sabhi Linein Mast
Alt Digital Media Entertainment Limited
8 Hain
9 Alt Digital Media Entertainment Limited Love,Scandal and Doctors
10 Alt Digital Media Entertainment Limited The Married Woman
11 Alt Digital Media Entertainment Limited Who's your Daddy
12 Alt Digital Media Entertainment Limited Mum Bhai
13 Alt Digital Media Entertainment Limited Puraani Havveli Ka Rahasya
14 Alt Digital Media Entertainment Limited THE QUEENS OF CHAMBAL
His Storyy-They had history. This is his
Alt Digital Media Entertainment Limited
15 story
16 Alt Digital Media Entertainment Limited ALTVERSE
17 Alt Digital Media Entertainment Limited MAYA THIRRAI
18 Alt Digital Media Entertainment Limited Happy Lucky ki katti batti
19 Alt Digital Media Entertainment Limited KAR LE TU BHI MOHABBAT
20 Alt Digital Media Entertainment Limited DING DONG BELL LOL
21 Alt Digital Media Entertainment Limited Nursery Rhymes
22 Alt Digital Media Entertainment Limited ROMIL AND JUGAL
THE GREAT PUNJABI LUV SHUV
Alt Digital Media Entertainment Limited
23 STORY
24 Alt Digital Media Entertainment Limited Kehne Ko Humsafar Hain
25 Alt Digital Media Entertainment Limited PAMMI AUNTY#MumbaiDaSiyapaa
26 Alt Digital Media Entertainment Limited pammi aunty #MumbaiDaSiyapaa
27 Alt Digital Media Entertainment Limited BOSE DEAD/ALIVE
28 Alt Digital Media Entertainment Limited PM Selfiewallie
29 Alt Digital Media Entertainment Limited ALT BALAJI
Baarish When you are in mood for love
Alt Digital Media Entertainment Limited
30 romance
31 Alt Digital Media Entertainment Limited COLD LASSI and CHICKEN MASALA
32 Alt Digital Media Entertainment Limited Delhirious
33 Alt Digital Media Entertainment Limited HOME it's a feeling
34 Alt Digital Media Entertainment Limited The Verdict- State vs Nanavati
35 Alt Digital Media Entertainment Limited Gandii Baat Urban Stories from Rural India
36 Alt Digital Media Entertainment Limited HUM I'm because of us
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37 Alt Digital Media Entertainment Limited It happened in Calcutta
CARTEL Ganda Hain Par Dhanda Hain
Alt Digital Media Entertainment Limited
38 Yeh
39 Alt Digital Media Entertainment Limited Bekaaboo
40 Alt Digital Media Entertainment Limited BROKEN But beautiful
41 Alt Digital Media Entertainment Limited MANGALYAAN
42 Alt Digital Media Entertainment Limited State vs Nanavati -THE VERDICT
43 Alt Digital Media Entertainment Limited Galti Se Mis-Tech
44 Alt Digital Media Entertainment Limited FITTRAT
45 Alt Digital Media Entertainment Limited THE FAMILY- It’s a bloody business
Gandii Baat – Urban stories from rural
Alt Digital Media Entertainment Limited
46 India (BASED ON TRUE RUMOURS)
47 Alt Digital Media Entertainment Limited The Great Indian Dysfunctional Family
48 Alt Digital Media Entertainment Limited HUM - 'I'm because of us
49 Alt Digital Media Entertainment Limited Apharan
50 Alt Digital Media Entertainment Limited Baby Come Naa
51 Alt Digital Media Entertainment Limited GALTI SE MIS TECH
52 Alt Digital Media Entertainment Limited RAGINI MMS RETURNS
53 Alt Digital Media Entertainment Limited MOEDOE THE FRENEMIES
54 Alt Digital Media Entertainment Limited DEV DD
55 Alt Digital Media Entertainment Limited BOYGIRI
56 Alt Digital Media Entertainment Limited Haq Se
57 Alt Digital Media Entertainment Limited CYBERSQUAD
58 Alt Digital Media Entertainment Limited GeT CrAFTY WiTh ROB
59 Alt Digital Media Entertainment Limited MENTALHOOD
60 Alt Digital Media Entertainment Limited STANDUP
61 Alt Digital Media Entertainment Limited THE TEST CASE
62 Alt Digital Media Entertainment Limited ALT BALAJI STANDUP
63 Alt Digital Media Entertainment Limited Cuddlers
64 Alt Digital Media Entertainment Limited BOSS Baap of Special Services
65 Alt Digital Media Entertainment Limited HUM Se Humsafarr
66 Alt Digital Media Entertainment Limited School of Assassins
Hum Tum and Them ... Bacchon ke side
Alt Digital Media Entertainment Limited
67 effects
68 Alt Digital Media Entertainment Limited MEDICALLY yourrs
69 Alt Digital Media Entertainment Limited F…U,Ok? We deliver, so you don't
M-O-M The Women Behind Mission
Alt Digital Media Entertainment Limited
70 Mangal
71 Alt Digital Media Entertainment Limited Blackwoodz
72 Alt Digital Media Entertainment Limited Dark 7 White
73 Alt Digital Media Entertainment Limited Bicchoo Ka Khel
74 Alt Digital Media Entertainment Limited Kabhi To Millenge
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75 Alt Digital Media Entertainment Limited Bebaakee
76 Alt Digital Media Entertainment Limited FITTRAT I'M MY OWN HERO
77 Alt Digital Media Entertainment Limited FIXERR
78 Alt Digital Media Entertainment Limited Virgin Bhasskar Kalam Ke Balam
COLDD LASSI AUR CHICKEN
Alt Digital Media Entertainment Limited
79 MASALA
80 Alt Digital Media Entertainment Limited Beparrwah
81 Alt Digital Media Entertainment Limited Kho gayye hum kahaan
82 Alt Digital Media Entertainment Limited Code M – crack the code
83 Alt Digital Media Entertainment Limited CRIME AND Confessions
84 Alt Digital Media Entertainment Limited Love Ek Tarrfa
85 Alt Digital Media Entertainment Limited Lock Upp
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Annexure 12

362

363

364

This is an Abridged Prospectus containing salient features in respect of the Scheme of Arrangement which inter-alia provides for merger of Marinating Films Private Limited (“MFPL”/ Second Transferor Company") with and into Balaji Telefilms Limited (‘BTL’ or ‘the Transferee Company’) and their respective Shareholders (‘the Scheme’ or ‘this Scheme’). You may download the Scheme of Arrangement from the website of Transferee Company at www.balajitelefilms.com, the website of BSE Limited ( “BSE” ) at www.bseindia.com and National Stock Exchange of India Limited (“NSE”) at www.nseindia.com,Stock Exchanges where the equity shares of Transferee Company are listed (“ Stock Exchanges ”). This is an abridged prospectus prepared to comply with the requirements of Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") read with SEBI Circular No. CFD/DIL/3/CIR/2017/21 dated 10th March, 2017 read with Circular SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22nd December, 2020 read with SEBI/HO/CFD/POD2/P/CIR/2023/93 dated 20th June, 2023 issued by Securities and Exchange Board of India ('SEBI Circulars’) and is in accordance with the disclosure required to be made in the Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent applicable, and pursuant to Annexure II of the Securities and Exchange Board of India (“SEBI”) master circular bearing number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated 21[st] June, 2023 (as amended from time to time) (“SEBI Master Circular”).

This Abridged Prospectus consists of 14 (Fourteen) pages. Please ensure that you have received all the pages

MARINATING FILMS PRIVATE LIMITED

(hereinafter referred to as “the Second Transferor Company”) was incorporated under the Companies Act, 1956 bearing CIN- U74120MH2011PTC220971 on 16[th ] August, 2011)

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REGISTERED CORPORATE CONTACT PERSON WEBSITE
OFFICE OFFICE
-
C-13 Balaji House, Mrs. Shobha Kapoor, www.balajitelefilms.com
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REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE	REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE	REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE	REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE	REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON WEBSITE
C-13 Balaji House,	-	Mrs. Shobha Kapoor,	www.balajitelefilms.com
Dalia Industrial Estate, Opp. Laxmi Industrial. Estate, New Link Road, Andheri-West , Mumbai, Maharashtra, India - 400053.		Director; and Mr. Sanjay Dwivedi, Group CEO and Group CFO		/marinating.php

NAMES OF PROMOTER(S) OF THE COMPANY:

Promoter of Marinating Films Private Limited is Balaji Telefilms Limited

Details of offer to Public

Details of offer to Public
	Share Reservation
Type of Issue (Fresh/ OFS/ Fresh & OFS) Fresh Issue Size (by no. of shares or by amount in Rs) OFS Size (by no. of shares or by amount in Rs) Total Issue Size by no. of shares or by amount in Rs) Issue Under 6(1)/ 6(2)	QIB NII RII
Not Applicable as MFPL is an unlisted private limited company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

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Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders ( upto a maximum of 10 selling shareholders)

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Name Type No of WACA Name Type No of WACA
Shares in Rs per Shares in Rs per
offered/ Equity offered/ Equity
Amount Amount
in Rs in Rs
Not Applicable
P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average
Cost of Acquisition shall be calculated on fully diluted basis
Price Band, Minimum Bid Lot & Indicative Timelines
Price Band
Minimum Bid Lot Size
Bid/Offer Open On
Bid/Closes Open On
Finalisation of Basis of Allotment Not Applicable
Initiation of Refunds
Credit of Equity Shares to Demat accounts of
Allottees
Commencement of trading of Equity Shares
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P: Promoter; PG: Promoter Group; OSS: Other Selling shareholder; WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis

For details of price band and basis of offer price , please refer to price band advertisement and page xx of RHP- Not Applicable*

**Note: Not Applicable as MFPL is an unlisted private limited company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

Details of WACA of all shares transacted over the trailing eighteen months from the date of RHP

Period	Weighted Average Cost of Acquisition (in Rs.) Upper End of the Price Band is ‘X’ times the WACA Range of acquisition price Lowest Price- Highest Price (in Rs.)
Trailing Eighteen Month from the date of RHP	Not Applicable*

WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis for the trailing eighteen months from the date of RHP.

*Note: Not Applicable as MFPL is an unlisted private limited company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

RISKS IN RELATION TO THE FIRST OFFER

Not Applicable as MFPL is an unlisted private limited company and is not offering any securities/ equity shares through any public offering to the public at large, pursuant to the Scheme.

GENERAL RISKS

• Investment in equity & equity related securities involve a degree of risk and investors should not

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GENERAL RISKS

invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved.

The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does, SEBI guarantee the accuracy or adequacy of the contents of the RHP – Not Applicable as the offer is not for public at large

Specified attention of the investors is invited to the section titled “Risk Factors” on page 9 (Nine) of the Abridged Prospectus.

PROCEDURE

You may also download the Abridged Prospectus along with the scheme and other relevant documents from the website of the Transferee Company www.balajitelefilms.com and on Stock Exchanges i.e. BSE at www.bseindia.com and at NSE at www.nseindia.com Scheme Procedure

Pursuant to the Scheme of Arrangement, shares held by Transferee Company in MFPL shall be cancelled and upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company.

Pursuant to the Scheme of Arrangement the compulsorily convertible debentures issued by the Second Transferor Company to the Transferee Company shall stand cancelled, and the investment in said compulsorily convertible debentures as appearing in the books of account of the Transferee Company shall also stand cancelled, and there shall be no further obligation in that behalf.

For the purposes of obtaining approval under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the designated stock exchange is NSE.

Neither any consideration will be paid, nor any shares shall be issued to the shareholders of Second Transferor Company viz. MFPL pursuant to the Scheme of Arrangement and not to public at large, the requirement with respect to General Information Document (GID) are not applicable and this Abridged prospectus should be ready accordingly .

	PRICE INFORM AT ION OF BRLM ’s
Issue Name	Name of Merchant Banker +/- % change in closing price, (+/- % change in closing benchmark) - 30th calendar days from listing +/- % change in closing price, (+/- % change in closing benchmark) - 90th calendar days from listing +/- % change in closing price, (+/- % change in closing benchmark) - 180th calendar days from listing
	Not Applicable

Name of BRLM and Not Applicable contact details

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(telephone and email id) of each BRLM Name of Syndicate Members

In case of issues by Small and Medium Enterprises under Chapter IX, details of the market maker to be included - Not Applicable

Name of Registrar to the Issue and contact details (telephone and email id)	NSDL Database Management Limited 4th Floor, Tower 3, One International Center, Senapati Bapat Marg, Prabhadevi, Mumbai - 400 013Phone No.: +91- 22-24994200 Mail ID:info_ndml@ndml.in
Name of Statutory Auditor	Deloitte Haskins & Sells LLP (FRN: 117366W/ W-100018 One International Center, Tower 3, 31stFloor, Senapati Bapat Marg, Elphinstone Road(West), Mumbai Maharashtra-400013
Name of Credit Rating Agency and the rating or grading obtained, if any
Name of Debenture trustee, if any.	Not Applicable
Self-Certified Syndicate Banks
Non-Syndicate Registered Brokers
Details regarding website address(es)/ link(s) from which the investor can obtain list of registrar to issue and share transfer agents, depository participants and stock brokers who can accept application from investor (as applicable)

	PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY	PROMOTER OF THE ISSUER COMPANY
Sr. No.	Name	Individual/ Corporate	Experience & Educational Qualification
1	Balaji Telefilms Limited	Company	Balaji Telefilms Limited is a public company incorporated under the provisions of the Companies Act, 1956, on November 10, 1994. The equity shares of the Company are listed in India on BSE Limited ('BSE') and National Stock Exchange of India Limited ('NSE'). The Corporate Identification Number

Page 4 of 14

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PROMOTER OF THE ISSUER COMPANY
of the Company is
L99999MH1994PLC082802.
The registered office of the Company is
situated at C-13, Balaji House, Dalia
Industrial Estate, Opposite Laxmi Industrial
Estate, New Link Road, Andheri-West,
Mumbai - 400053 in the state of Maharashtra.
The Company is engaged in the business of
production and creation of films, web series
and television content in India particularly in
Hindi language. The company is also engaged
in business of production of television content
in regional languages, and in event
organization business.
BUSINESS MODEL/BUSINESS OVERVIEW AND STRATEGY
Business Overview and Strategy
Company Overview: Marinating Films Private Limited (‘Second Transferor Company’) is a
private company incorporated on August 16, 2011 under the provisions of
erstwhile Companies Act, 1956. The Second Transferor Company is a
wholly owned subsidiary of the Transferee Company.
The Company is engaged in the business of production of reality shows,
web-series and organizing events. It owns IP right of Box Cricket League,
Indian Telly Calender (ITC) and Indian Television Style Awards (TSA).
Product/Service Revenue Segmentation FY 2023-24 :
Offering: The company is primarily engaged in the business of event management
Revenue segmentation relating to film and television industry and Internet programs, which
by product /service constitutes a single reportable segment.
offering
Geographies Served: Not Applicable
Revenue segmentation
by geographies
Key Performance FY 2023-24
Indicators: 1. Total Revenue from operations (Net)- Rs. 41.25 lakhs
2. Net Profit/(Loss) before tax and extraordinary item- Rs.13.31 Lakhs
3. Net Profit/(Loss) after tax and extraordinary item- Rs. 11.48 lakhs
4. Earnings per Share Rs. 0.15
Client Profile or ALT Digital Media Entertainment Limited 41.25 Lakhs
Industries Served:
Revenue segmentation
in terms of top 5/10
clients or Industries:
Intellectual Property, Yes. Attached is the list of the same as Annexure A ;
if any :
Market Share: Not Applicable
Manufacturing plant, Not Applicable
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if any:
Employee Strength:	Nil

BOARD OF DIRECTORS OF SECOND TRANSFEROR COMPANY

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S no Name Designation Experience & Other Directorship
Educational
Qualification
1 Mrs. Shobha Non Under-graduate  Balaji Telefilms
Kapoor Executive Limited
Director Experience :
 Balaji Motion
30+ years of experience
Pictures Limited
in Media and
 Ding Infinity Private
Entertainment industry.
Limited
 Balaji Teleproducts
Limited
 Pantheon Buildcon
Private Limited
 Balaji Films & Telly
Investments Limited
2 Ms. Ektaa Ravi Non-Executive Under-graduate  Balaji Telefilms
Kapoor Director Limited
Experience :  B.D. Inno Ventures
30+ years of experience Private Limited
in Media and  Balaji Motion
Pictures Limited
Entertainment industry.  Ding Infinity
Private Limited
 Balaji Films &
Telly Investments
Limited
 Ekta K. Securities
& Investment
Private Limited
 Pantheon Buildcon
Private Limited
 EK Balaji
Collective Private
Limited
 Balaji Teleproducts
Limited
3 Mr. Devender Non-Executive Bachelor’s Degree in  ALT Digital
Kumar Vasal Director Commerce and Law Media
Experience : 38+ years Entertainment
Limited
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OBJECTS/Rationale of the Scheme

The Composite Scheme of Arrangement would help in reorganization of reserves and reduction of Equity Share Capital of the First Transferor Company and consolidating and effectively managing the business of the Companies in a single entity, which will provide several benefits including synergy. economies of scale, attain efficiencies, cost competitiveness, etc. Various benefits arising pursuant to the Scheme are enlisted below:

Benefits in respect of amalgamation of the Transferor Companies with the Transferee Company

1. The Transferor Companies are wholly owned subsidiaries of the Transferee Company, so merger will help to consolidate the multiple entities into a single legal entity. Further, the Transferor Companies and the Transferee Company are engaged in similar line of businesses related to production and distribution of contents on various platforms. The merger would enable management focus and combined synergies for various projects;

2. The merger will provide a greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value;

3. The merger will result in enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources;

4. The merger will result in a reduction in the overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination, and avoiding of unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by each of the Transferor Companies and the Transferee Company;

5. The merger will help in achieving operational efficiencies and management efficiencies;

6. The other operational benefits due to merger are as follows: -

7. a) Optimize the resources at consolidated entity level to facilitate greater ability of the Transferee Company to raise financial resources for future expansion;

8. b) Reducing operational and compliance cost;

9. c) Elimination of duplicative communication and coordination efforts across multiple entities and pooling of resources as well as optimum utilization of resourees;

10. d) Simplification of group structure under common management; and

11. e) Economies of scale, greater integration, flexibility and market reach for the amalgamated entity.

Further, there is no adverse effect of this Scheme on the Directors, Key Managerial Personnel, Promoters, Non-promoter Members, and Creditors, of the Companies and the same would be in the best interest of all stakeholders.

Details of means of finance - Not Applicable

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The funds requirements for each of the objects of the Issue are stated as follows:

Sr no	Objects of the issue	Total Estimate Cost Amount deployed till Amount to be financed from Net Estimated Net Proceeds Utilization
		Proceeds Fiscal 2025 Fiscal 2026
1
2		Not Applicable
3
4
5	General corporate purposes	Not Applicable

Details and reasons for non -deployment or delay in deployment of proceeds or changes in utilization of issue proceeds of past public issues / rights issue, if any, of the Company in the preceding 10 years. – Not Applicable

Name of the Monitoring Agency if any: Not Applicable

Terms of Issuance of Convertible Security if any: Not Applicable

Convertible securities being offered by the Company Face Value / Issue Price per Convertible securities Issue Size Interest on Convertible Securities Not Applicable Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD

Shareholding Pattern:

Sr.		Particulars	Pre-Scheme		Pre-Scheme	Post Scheme		Post Scheme	Post Scheme
No.			(number of		(%age	(number of		(%age
			shares)		holding)	shares)		holding)
1	Promoter and Promoter		44,60,000		100.00		-		-
	Group
2	Public			-	-		-		-
3	Custodians / Non-Public			-	-		-		-
	Non	promoter
	shareholders

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Total 44,60,000 100.00 - -

Number/amount of equity shares proposed to be sold by selling shareholders, if any. Not Applicable.

AUDITED FINANCIALS OF TRANSFEROR COMPANY

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|||||||||
|---|---|---|---|---|---|---|---|
|(Rs. in lakhs)|
|Particulars|FY 2023-24|[1]|FY 2022-23|[1]|FY 2021-22|[1]|
|Revenue from operations (Net)|41.25|-|-|
|Net Profit/(Loss) before tax and extraordinary|13.31|18.25|(11.13)|
|items|
|Net Profit / (Loss) after tax and extraordinary|11.48|18.25|(11.13)|
|items|
|Equity Share Capital|446.00|446.00|446.00|
|Reserves and Surplus*|(301.65)|(313.13)|(331.38)|
|(CCD considered in reserves|)|
|Net worth|144.35|132.87|114.62|
|Basic|& Diluted|earnings|per share|(Rs.)|0.15|0.24|(0.14)|
|Return on net worth (%)|7.95%|13.74%|(9.71%)|
|Net asset value per share (Rs.)|3.23|2.98|2.57|

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Note 1: Summary for the period ended 31[st] March, 2024, 31[st] March, 2023 and 31[st] March, 2022 has been extracted from audited financial statements prepared based on Accounting Standard as notified under Companies (Accounting Standards) Rules, 2006 (as amended from time to time).

Note 2: 'Net Worth'; the Net worth has been computed in terms of regulation 2(1)(s) of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 read with sub-section (57) of section 2 of the Companies Act, 2013, which defines it as the aggregate value of the paid-up share capital and all reserves created out of the profits, securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. It may be noted that the Second Transferor Company has certain outstanding Compulsorily Convertible Debentures, which have been classified as ‘Other Equity’ in the financial statements of the Second Transferor Company. Considering that the said debentures have been classified as ‘Other Equity’ and there is no expected cash outflow pursuant to the same, the value thereof is included as part of networth of the Second Transferor Company in line with the treatment made in the books of accounts Note 3: Net asset value per share has been derived by dividing Net Worth by the number of outstanding shares.

Note 4: Return on net worth (%) has been arrived at by dividing Net Profit / (Loss) after tax and extraordinary items by Net Worth.

INTERNAL RISK FACTORS

1. The implementation of the Scheme is dependent on obtaining the necessary approvals as outlined. Once secured, these approvals will facilitate the seamless execution of the Scheme, benefiting shareholders..

2. The Second Transferor Company will dissolve without winding up pursuant to Scheme with no adverse impact on shareholders.

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1. The Second Transferor Company is presently an unlisted private limited company, and its securities are presently not available for trading on any stock exchange.

2. The Scheme being approved by a shareholders’ resolution of the Transferee Company passed by way of postal ballot/General Meeting/e-voting in compliance with SEBI Master Circular No SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June, 2023 and other SEBI guidelines, as may be amended from time to time, wherein presently the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the proposal are more than the number of votes cast by the public shareholders against it.

SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTIONS

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SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION
1. Total number of outstanding litigations against the company and amount involved.
Disciplinar
y actions
Statutory
by the Material
Criminal Tax or Aggregate
Name of SEBI or Civil
Proceeding Proceeding Regulatory amount
Entity Stock Litigation
s s Proceeding involved
Exchanges s
s
against our
Promoter
Company
By the - - - - -
Company
Against the - - - - -
Company
Directors
By the - 5 - - - Rs. 529.03
Directors lakhs
Against the 2 - - - 2 Not
Directors ascertainabl
e
Promoter
By the - 6 - - - Rs. 3171.18
Promoter lakhs
Against the 2 2 - - 2 Not
Promoter (Amount is ascertainabl
Rs. 7530.77 e
lakhs)
Subsidiarie
s
By - - - - - -
Subsidiaries
Against - - - - - -
Subsidiaries
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2. 3. 4.	Brief details of top 5 material outstanding litigations against the company and amount involved Nil Regulatory Action, if any – disciplinary action taken by SEBI or stock exchanges against the Promoters in the last 5 financial years including outstanding action, if any - Nil Brief details of outstanding criminal proceedings against Promoters : Sr. No Particulars Litigation filed by Current status 1 FIR has been registered by the Complainant who is a member of Valmiki community on the grounds that the serial “Kundli Bhagya” has hurt the religious sentiments of the people of Valmiki brotherhood. Copy of the FIR was obtained. Mr. Tarlok Sahota No notice / summons served on us. 2 Complaint was filed under section 293, 294, 34 of IPC in relation to alleged obscene content of the web series XXX Uncensored Season 2. Vikas Fhatak @ Hindustani Bhau No notice / summons served on us. While we are monitoring the matter, Advocate for the Complainant has argued the matter. Subsequently, ALT has filed its written statement post the completion of the Complainants Arguments by mentioning it before the Court. On 15thFebruary 2025, the Ld. Magistrate has passed an Order calling for an investigation report from the concerned police station under Section 202 of the Code of Criminal Procedure, 1973 (“CrPC”) and the matter is adjourned to 9 May 2025.	Brief details of top 5 material outstanding litigations against the company and amount involved Nil Regulatory Action, if any – disciplinary action taken by SEBI or stock exchanges against the Promoters in the last 5 financial years including outstanding action, if any - Nil Brief details of outstanding criminal proceedings against Promoters : Sr. No Particulars Litigation filed by Current status 1 FIR has been registered by the Complainant who is a member of Valmiki community on the grounds that the serial “Kundli Bhagya” has hurt the religious sentiments of the people of Valmiki brotherhood. Copy of the FIR was obtained. Mr. Tarlok Sahota No notice / summons served on us. 2 Complaint was filed under section 293, 294, 34 of IPC in relation to alleged obscene content of the web series XXX Uncensored Season 2. Vikas Fhatak @ Hindustani Bhau No notice / summons served on us. While we are monitoring the matter, Advocate for the Complainant has argued the matter. Subsequently, ALT has filed its written statement post the completion of the Complainants Arguments by mentioning it before the Court. On 15thFebruary 2025, the Ld. Magistrate has passed an Order calling for an investigation report from the concerned police station under Section 202 of the Code of Criminal Procedure, 1973 (“CrPC”) and the matter is adjourned to 9 May 2025.	Brief details of top 5 material outstanding litigations against the company and amount involved Nil Regulatory Action, if any – disciplinary action taken by SEBI or stock exchanges against the Promoters in the last 5 financial years including outstanding action, if any - Nil Brief details of outstanding criminal proceedings against Promoters : Sr. No Particulars Litigation filed by Current status 1 FIR has been registered by the Complainant who is a member of Valmiki community on the grounds that the serial “Kundli Bhagya” has hurt the religious sentiments of the people of Valmiki brotherhood. Copy of the FIR was obtained. Mr. Tarlok Sahota No notice / summons served on us. 2 Complaint was filed under section 293, 294, 34 of IPC in relation to alleged obscene content of the web series XXX Uncensored Season 2. Vikas Fhatak @ Hindustani Bhau No notice / summons served on us. While we are monitoring the matter, Advocate for the Complainant has argued the matter. Subsequently, ALT has filed its written statement post the completion of the Complainants Arguments by mentioning it before the Court. On 15thFebruary 2025, the Ld. Magistrate has passed an Order calling for an investigation report from the concerned police station under Section 202 of the Code of Criminal Procedure, 1973 (“CrPC”) and the matter is adjourned to 9 May 2025.	Brief details of top 5 material outstanding litigations against the company and amount involved Nil Regulatory Action, if any – disciplinary action taken by SEBI or stock exchanges against the Promoters in the last 5 financial years including outstanding action, if any - Nil Brief details of outstanding criminal proceedings against Promoters : Sr. No Particulars Litigation filed by Current status 1 FIR has been registered by the Complainant who is a member of Valmiki community on the grounds that the serial “Kundli Bhagya” has hurt the religious sentiments of the people of Valmiki brotherhood. Copy of the FIR was obtained. Mr. Tarlok Sahota No notice / summons served on us. 2 Complaint was filed under section 293, 294, 34 of IPC in relation to alleged obscene content of the web series XXX Uncensored Season 2. Vikas Fhatak @ Hindustani Bhau No notice / summons served on us. While we are monitoring the matter, Advocate for the Complainant has argued the matter. Subsequently, ALT has filed its written statement post the completion of the Complainants Arguments by mentioning it before the Court. On 15thFebruary 2025, the Ld. Magistrate has passed an Order calling for an investigation report from the concerned police station under Section 202 of the Code of Criminal Procedure, 1973 (“CrPC”) and the matter is adjourned to 9 May 2025.
	Sr. No	Particulars	Litigation filed by	Current status
	1	FIR has been registered by the Complainant who is a member of Valmiki community on the grounds that the serial “Kundli Bhagya” has hurt the religious sentiments of the people of Valmiki brotherhood. Copy of the FIR was obtained.	Mr. Tarlok Sahota	No notice / summons served on us.
	2	Complaint was filed under section 293, 294, 34 of IPC in relation to alleged obscene content of the web series XXX Uncensored Season 2.	Vikas Fhatak @ Hindustani Bhau	No notice / summons served on us. While we are monitoring the matter, Advocate for the Complainant has argued the matter. Subsequently, ALT has filed its written statement post the completion of the Complainants Arguments by mentioning it before the Court. On 15thFebruary 2025, the Ld. Magistrate has passed an Order calling for an investigation report from the concerned police station under Section 202 of the Code of Criminal Procedure, 1973 (“CrPC”) and the matter is adjourned to 9 May 2025.

ANY OTHER IMPORTANT INFORMATION AS PER ISSUER COMPANY: NIL DECLARATION BY TRANSFEROR COMPANY

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We hereby declare that all relevant provisions of the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines / regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992 as the case may be, have been complied with and no statement made in this Abridged Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulations issued there under, as the case may be. We further certify that all statements in this Abridged Prospectus are true and correct.

For Marinating Films Private Limited

SHOBHA RAVI Digitally signed by SHOBHA RAVI KAPOOR KAPOOR Date: 2025.03.24 13:17:04 +05'30'

_____ Mrs. Shobha Kapoor Director DIN: 00005124 Date: March 24, 2025 Place: Mumbai

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ANNEXURE A

List of Trade Marks held by Marinating Films Private Limited (“MFPL”/ Second Transferor Company")

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Sr. Trade Mark Application
Class Trade Mark Proprietor Name
No. No Date
TELEVISION GLAMOUR
1 2899883 41 06-02-2015 Marinating Films Pvt. Ltd
AND FASHION AWARDS
2 2859446 41 05-12-2014 DELHI DRAGONS Marinating Films Pvt. Ltd
kolkata Baabu Moshayes
3 2859448 41 05-12-2014 Marinating Films Pvt. Ltd
(DEVICE OF LION)
4 2859450 41 05-12-2014 Jaipur Raj Joshiley Marinating Films Pvt. Ltd
BCL BOX CRICKET
5 2993058 41 23-06-2015 Marinating Films Pvt. Ltd
LEAGUE
T S A TELEVISION STYLE
6 2921900 41 12-03-2015 Marinating Films Pvt. Ltd
AWARDS
7 2980342 41 02-06-2015 MUMBAI TIGERS Marinating Films Pvt. Ltd
8 2993059 41 23-06-2015 BCL Marinating Films Pvt. Ltd
9 2993057 41 23-06-2015 BOX CRICKET LEAGUE Marinating Films Pvt. Ltd
PUNE ANMOL RATN Play
10 2859445 41 05-12-2014 Marinating Films Pvt. Ltd
& Perform !
T S A TELEVISION STYLE
11 2921899 41 12-03-2015 Marinating Films Pvt. Ltd
AWARDS
TGF Awards Television
12 2899882 41 06-02-2015 Marinating Films Pvt. Ltd
Glamour & Fashion Awards
13 2859451 41 05-12-2014 AHMEDABAD EXPRESS Marinating Films Pvt. Ltd
14 2448474 41 26-12-2012 MARINATING FILMS Marinating Films Pvt. Ltd.
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List of Intellectual Property right held by MFPL

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Sr. No. Show Company
Marinating Films Pvt. Ltd.
1 Box Cricket League S1
Marinating Films Pvt. Ltd.
2 Box Cricket League S2
Marinating Films Pvt. Ltd.
3 Box Cricket League S3
4 Box Cricket League S4 Marinating Films Pvt. Ltd.
5 Box Cricket League S5 Marinating Films Pvt. Ltd.
6 Indian Telly Calender (ITC) Marinating Films Pvt. Ltd.
Indian Television Style Awards Marinating Films Pvt. Ltd.
7 (TSA).
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Annexure 13

379

Digitally signed by PALLAVI PALLAVI MAHESH MAHESH SHARMA SHARMA Date: 2024.06.17 22:43:35 +05'30'

380

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Annexure 14

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383

PALLAVI Digitally signed by PALLAVI MAHESH MAHESH SHARMA Date: 2024.06.17 SHARMA 23:08:53 +05'30'

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Annexure 15

`

BALAJI TELEFILMS LIMITED

Post-merger Balance Sheet

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As at
April 01, 2024
Particulars
(Post Merger)
(₹ In Lacs)
ASSETS
Non-current assets
(a) Property, plant and equipment 1,554.03
(b) Right-of-use asset 295.69
(c) Financial assets
(i) Investments 1,890.05
-
(ii) Trade receivables
(ii) Loans 163.24
(iii) Other financial assets 150.82
(d) Deferred tax assets (net) 740.61
(e) Non-current income tax assets (net) 3,315.46
(f) Other non-current assets 13,556.06
Total non-current assets 21,665.96
Current assets
(a) Inventories 18,866.01
(b) Financial assets
(i) Investments 2,274.29
(ii) Trade receivables 13,137.62
(iii) Cash and cash equivalents 3,708.32
(iv) Bank balances other than (iii) above 50.42
(v) Loans 927.89
(vi) Other financial assets 741.03
(c) Contract assets 489.00
(d) Other current assets 9,607.17
Total current assets 49,801.75
Total Assets 71,467.71
EQUITY AND LIABILITIES
Equity
(a) Equity share capital 2,030.58
(b) Other equity 42,000.74
Total equity 44,031.32
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Lease liabilities 65.28
(b) Provisions 51.20
Total non-current liabilities 116.48
Current liabilities
(a) Financial liabilities
(i) Borrowings 7,641.89
(ii) Lease liabilities 216.17
(iii) Trade payables
(I) total outstanding dues of micro enterprises and small enterprises; 253.15
(II) total outstanding dues of creditors other than micro enterprises
and small enterprises; 10,365.35
(iv) Other financial liabilities 4.95
(b) Other current liabilities 8,796.19
(c) Provisions 41.45
(d) Current tax liablities (net) 0.76
Total current liabilities 27,319.91
Total Equity and Liabilities 71,467.71
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388

Annexure 16

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393

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Annexure 17

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Annexure 18

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Annexure 19

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Annexure 20

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Annexure 21

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Annexure 22

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Annexure 23

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Annexure 24

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410

Balaji Telefilms Limited

Annexure 25

Calculation of the balance in share capital and reserves post giving effect to the accounting treatment prescribed under the Scheme As per audited financial statements for year ended March 31, 2024

	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs	Amount in INR lakhs
Particulars	Balaji Telefilms Limited('BTL')							Alt Digital Media Entertainment Limited('Alt Digital')					Marinating Films Private
	Equity capital	General reserve	Securities premium	Retained earnings	Capital reserve	Amalgamation adjustment deficit account	Share options outstanding	Equity capital	Securities premium	Retained earnings	Capital reserve	ESOP Provision	Equity capital	Retained earnings
Opening balance of reserves as on Appoint Date viz. April 1, 2024	2,030.58	5,133.10	69,393.52	39,779.61	**(47.08) **	-	920.25	69,464.59	9,615.41	**(71,784.53) **	-	477.47	446.00	(626.65)
Effect of accounting treatment as per para 6, Part II of the Scheme
Adjustment of accumulated losses against securities premium account, to the extent of balance available in securities premium account asperpara 6.1(a)of the Scheme	-		-	-	-		-	-	(9,615.41)	9,615.41	-	-	-	-
Adjustment of balance accumulated losses of against paid-up equityshare capital asperpara 6.1(b)of the Scheme	-		-	-	-		-	(62,169.12)		62,169.12	-	-	-	-
Balance after giving effect to accounting treatment in para 6, Part II of the Scheme	2,030.58	5,133.10	69,393.52	39,779.61	(47.08)		920.25	7,295.47	-	-	-	477.47	446.00	(626.65)
Effect of accounting treatment as per para 9, Part III of the Scheme
Balances in reserves of Alt Digital transferred to BTL as per para 9.3(b)	-	-	-	-	-	-	477.47	-	-	-	-	(477.47)	-	-
Difference between cost of investment in Alt Digital in books of BTL (of INR 79,557.47 lakhs) and share capital of Alt Digital transferred to Amalgamation adjustment deficit account as per para 9.3(d)andpara 9.3(f)	-	-	-	-	-	(71,784.53)	(477.47)	(7,295.47)	-	-	-	-	-	-
Inter-company profits recorded in the books of accounts of BTL eliminated	-	-	-	(189.49)	-	-	-	-	-	-	-	-	-	-
Balance after giving effect to accounting treatment in para 9, Part III of the Scheme	2,030.58	5,133.10	69,393.52	39,590.12	**(47.08) **	**(71,784.53) **	920.25	-	-	-	-	-	446.00	(626.65)
Effect of accounting treatment as per para 12, Part IV of the Scheme
Balances in reserves of MFPL transferred to BTL as per para 12.3(b)	-	-	-	(626.65)	-	-	-	-	-	-	-	-	-	626.65
Difference between cost of investment in MFPL in books of BTL (of INR 1,023.99 lakhs) and share capital of MFPL transferred to Amalgamation adjustment deficit account as per para 12.3(e) andpara 12.3(g)	-	-	-	-	-	(577.99)	-	-	-	-	-	-	(446.00)	-
Balance after giving effect to accounting treatment in para 12, Part IV of the Scheme	2,030.58	5,133.10	69,393.52	38,963.47	**(47.08) **	**(72,362.52) **	920.25	-	-	-	-	-	-	-
Effect of accounting treatment as per para 14, Part V of the Scheme
Adjustment of amalgamation adjustment deficit account of BTL against securitiespremium asperpara 14.1(a)	-		(69,393.52)	-	-	69,393.52	-	-	-	-	-	-	-	-
Adjustment of balance amalgamation adjustment deficit accountof BTL against retained earnings asperpara 14.1(b)	-		-	(2,969.00)	-	2,969.00	-	-		-	-	-	-	-
Balance after giving effect to accounting treatment in para 14, Part V of the Scheme	2,030.58	5,133.10	-	35,994.47	**(47.08) **	-	920.25	-	-	-	-	-	-	-

411

Annexure 26

Ref: NSE/LIST/42355

January 03, 2025

The Company Secretary Balaji Telefilms Limited C-13, Balaji House, Dalia Industrial Estate, Opp. Laxmi Industries, New Link Road, Andheri (West), Mumbai - 400053

Kind Attn.: Ms. Tannu Sharma

Dear Sir,

Sub: Observation Letter for Draft Composite Scheme of Arrangement between Alt Digital Media Entertainment Limited (8First Transferor Company9) and Marinating Films Private Limited (8Second Transferor Company9) and Balaji Telefilms Limited (8Transferee Company9) and their respective shareholders under sections 230 to 232 read with Section 52, Section 66 and other applicable provisions of the Companies Act, 2013 and rules and regulations framed thereunder.

We are in receipt of captioned draft composite scheme of arrangement filed by Balaji Telefilms Limited.

Based on our letter reference no. NSE/LIST/42355 dated October 28, 2024, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 read with Regulation 37 and 94(2) of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 SEBI vide its letter dated January 01, 2025, has inter alia given the following comment(s) on the draft scheme of arrangement:

• a) The Company shall ensure that the composite Scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• b) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

• c) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter, is displayed on the websites of the listed Companies and the Stock Exchanges.

This Document is Digitally Signed

Signer: KHYATI NANDAN VIDWANS Date: Fri, Jan 3, 2025 13:59:34 IST Location: NSE

412

Continuation Sheet

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• d) The entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/authorities/tribunal.

• e) The Company shall ensure compliance with the SEBI Circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated June 20, 2023 and also ensure that all the liabilities of Transferor Companies are transferred to the Transferee Company.

• f) The Company shall ensure that the information pertaining to all the Unlisted Companies, if any, involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• g) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

• h) The Company shall ensure that the company will prominently disclose the following as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013 so that public shareholders can make an informed decision in the matter.

• i. Need for the merger, rationale of the scheme, synergies of business of the entities involved in the scheme, Impact of the scheme on the shareholders and cost benefit analysis of the scheme.

• ii. Details of Net-worth of ADMEL, MFPL, BTL pre and post scheme.

• iii. Value of Assets and liabilities of ADMEL and MFPL that are being transferred to BTL and post-merger balance sheet of BTL.

• iv. Capital built-up of ADMEL and MFPL since incorporation and last 3 years shareholding pattern filed by ADMEL and MFPL with ROC.

• v. Details of losses of ADMEL and MFPL and reason for such huge losses in ADMEL.

• vi. Reason for adjusting retained earnings against securities premium account and equity share capital in ADMEL and BTL.

• vii. Details of adjustment of Amalgamation Deficit account against Retained earnings in BTL and reasons for the same.

• viii. Financial implication of merger on Promoters, Minority Shareholders and the company both positive and negative.

• ix. Future growth prospects for the company due to the scheme (i.e. expanding company's operations or diversifying company's business etc.)

• x. Details of losses of ADMEL and MFPL that will be carried into the books of BTL and Pre and Post effect on profits of BTL due to losses being carry forwarded to BTL due to This Document is Digitally Signed

• merger.

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Signer: KHYATI NANDAN VIDWANS Date: Fri, Jan 3, 2025 13:59:34 IST Location: NSE

413

Continuation Sheet

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• i) The Company shall ensure that the details of proposed scheme under consideration as provided by the Company to the Stock Exchanges shall be prominently disclosed in the notice sent to the shareholders.

• j) The Company shall ensure that the proposed equity shares, if any, to be issued in terms of the <Scheme= shall mandatorily be in demat form only.

• k) The Company shall ensure that the <Scheme= shall be acted upon subject to the Company complying with the relevant clauses mentioned in the scheme document.

• l) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/authorities/ tribunals shall be made without specific written consent of SEBI.

• m) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the Company is obliged to bring the observations to the notice of NCLT.

• n) The Company shall ensure that all the applicable additional information, if any, shall form part of disclosures to the shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.

• o) The Company shall ensure to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• p) It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl /stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations / representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBl/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India Limited (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Fri, Jan 3, 2025 13:59:34 IST Location: NSE

414

Continuation Sheet

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Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our <No objection= in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

The Listed entities involved in the proposed Scheme shall disclose the No-Objection Letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this <Observation Letter= shall be six months from January 03, 2025, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Khyati Vidwans Senior Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: KHYATI NANDAN VIDWANS Date: Fri, Jan 3, 2025 13:59:34 IST Location: NSE

415

Annexure 27

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417

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Annexure 28

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Annexure 29

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423

Annexure 30

List of pending litigation initiated against Balaji Telefilms Limited, its Promoters and Directors Status as on January 20, 2025

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SN Court Parties Brief summary of case Against (Company/
Promoter/ Director)
1 Civil Judge, Senior RK Nahar v/s. Civil Suit has been filed against Balaji Company and Promoter
Division, Jalandhar Ekta Kapoor and Balaji Telefilms Telefilms Limited, Ekta Kapoor,
Limited and Jeetendra Kapoor and Jeetendra Kapoor, artists and
Samir Kulkarni and Shraddha Arya and broadcasters by the plaintiff who is a
Anjum Fakih and Zee tv Continental member of the Valmiki community on
Building the grounds that TV Show - Kundali
Bhagya contains specific averments
against Bhagwan Shree Valmiki, which
has damaged the reputation of the
plaintiff and his community.
2 Aurangabad High Ekta Kapoor and Shobha Kapoor v/s. Quashing Petition filed by Ms. Ekta Promoter
Court State of Maharashtra and Maharashtra Kapoor and Mrs. Shobha Kapoor against
Rajya Safai Karamchari Sanghtna the issuance of process order passed by
the Chief Judicial Magistrate, Dhule in
the Private complaint under section 3 (1)
(x) of the Scheduled Castes and
Scheduled Tribes (Prevention of
Atrocities) Act, 1989 filed for use of the
word “Bhangan & Bhangi” in the serial
“Tere Liye
3 Chandigarh High Ekta Kapoor and Shobha Kapoor v/s. Quashing Petition filed by the Promoter
Court State of Punjab and Roni Gill Complainant who is a member of
(Bhagwan Balmiki Seva Dal) Valmiki community on the grounds that
the serial “Pavitra Rishta” had described
the early life of Balmiki as Looterigha /
Highway robber which has hurt the
religious sentiments of the people of
Balmiki brotherhood.
4 Industrial Court, Maharashtra Rajya Rashtriya Kamgar The Union has filed a complaint under Company and Promoter
Bandra v/s. Balaji Telefilms Limited and section 28 (1) and 30 read with items 1
Shobha Kapoor and Ashish Pinto (a), (b), (c) of Schedule II & 6, 9 and 10
of Schedule IV of the MRTU & PULP
Act, 1971.
5 Labour Court, Devishankar Mishra v/s. Balaji Matter relates to termination of Company and Director
Bandra Telefilms Limited and Shobha Kapoor employment of a guard (part of the
and Ashish Pinto Union) during the pendency of
Complaint (ULP) No. 411 of 2018 before
the Labour Court on the grounds that the
termination was done without following
due process of law.
6 Jalandhar, Punjab Tarlok Sahota v/s. 1. Ekta Kapoor and FIR has been registered by the Company and Promoter
Balaji Telefilms Limited and Samir Complainant who is a member of
Kulkarni and Shraddha Arya Valmiki community on the grounds that
the serial “Kundli Bhagya” has hurt the
religious sentiments of the people of
Valmiki brotherhood.
7 Patna High Court Sudhir Kumar Ojha v/s. Ekta Kapoor Private complaint was filed by the Promoter
and other Bollywood Celebrities complainant before CJM Muzaffarpur,
Bihar against Ms. Ekta Kapoor and other
Bollywood celebrities in connection with
the Sushant Singh Suicide case.
8 CJM Division Ashish Kumar Singh v/s. Ekta Kapoor Private complaint filed by the Promoter
Patna Sadar, Patna and other Bollywood Celebrities complainant against Ms. Ekta Kapoor
and other Bollywood celebrities in
connection with the Sushant Singh
Suicide case.
9 Bombay High Sakshi Punjabi v/s. Shobha Kapoor and The Plaintiff had filed a Commercial IP Promoter
Court Ekta Kapoor and Balaji Motion Pictures Suit and sought that the Defendants be
and Pritish Nandy and Ragita Pritish directed: (i) to give the Plaintiff
Nandy and Pritish Nandy prominent credit in the credit list of film
Communications Limited and Alpana titled “Shaadi Ke Side Effects”; (ii) 10%
Mishra and Ishita Pritish Nandy and profits from exploiting the Plaintiff’s
Saket Choudhary and Rajat Kapoor work in the film; and (iii) for permanent
injunction against the Defendants from
releasing the film.
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SN Court Parties Brief summary of case Against (Company/
Promoter/ Director)
10 Bombay High Ashim Kumar Bagchi v/s. Balaji Commercial IP Suit filed by the Plaintiff Company and Promoter
Court Telefilms Ltd. and Ekta Kapoor and alleging that the film Dream Girl 2 is an
Shobha Kapoor and Raaj Shaandilyaa infringment of his work "Kal Kisne
and Naresh Kathooria Dehka" / "The Show Must Go On". An
application for interim relief has also
been filed.
11 Bombay High Ekta Kapoor and Shobha Kapoor v/s. Application for deletion of EK and SK's Company and Promoter
Court Ashim Bagchi and Balaji Telefilms name has been filed.
Ltd. and Raaj Shaandilyaa and Naresh
Kathooria
12 Senior Civil Judge, Shri. Badrika Ashram Cum Charitable Sri Badrika Ashram and Sri Om Swami Company
Sirmour at Nahan and Social Welfare Society Regd. have filed a civil suit for protection from
Registered Society defamation and for damagesagainst
& Anr. v/s. Bollywoodlife.com & Ors. bollywoodlife.com, and other parties
(including Balaji Telefilms Limited) in
relation to Lock Upp. Balaji Telefilms
Limited is not related to the show.
13 Senior Civil Judge, Bollywoodlife.com & Anr. v/s. Shri. Bollywoodlife.com and Russel D'silva Company
Sirmour at Nahan Badrika Ashram Cum Charitable and filed an Application for setting aside ex-
Social Welfare Society Regd. parte order which was passed against
Registered Society them.
14 Senior Civil Judge, News 18 v/s. Shri. Badrika Ashram News 18 has filed an Application for Company
Sirmour at Nahan Cum Charitable and Social Welfare setting aside ex-parte order which is
Society Regd. Registered Society passed against them.
15 Delhi High Court Balaji Telefilms Limited v/s. P.K. Balaji Telefilms Limited filed a petition Company
Tewari and Mahuaa Media Pvt. Ltd. for Winding Up against Mahuaa Media
Pvt. Ltd. Balaji Telefilms Limited filed a
Petition for Contempt of Court seeking
initiation of contempt proceedings as
well as imprisonment of P.K. Tewari.
16 Bombay High BMPL v/s. Indra Kumar BMPL has filed this present petition Company
Court against Indra Kumar seeking urgent
reliefs and seeking recovery of Rs.
1,11,00,000/- .
17 Delhi High Court Saregama v/s. BMPL and ors. (ALT is Saregama has filed the present suit Company
Defendant No. 3) alleging copyright infringement by the
Defendants in the song “Var Dhagala
Lagli Kal” of the cinematograph film
“Bot Lavin Tithe Gudgulya”.
18 Calcutta High Saregama v/s. Balaji Telefilms Limited Saregama Industries Ltd has filed the Company
Court and ALT Entertainment and Super present suit against Balaji Telefilms Ltd
Cassettes Industries Ltd. and Multi and Ors. on the ground that the song
Screen Media Pvt. Ltd. and MSN “Ooh La La” in the film “The Dirty
Discovery Pvt. Ltd. Picture” produced by BTL infringes their
copyright in the musical work comprised
in the song “Ui Amma Ui Amma” from
the film “Mawaali”.
19 Bombay High BMPL v/s. Maruti International and Petition under Section 9 of the Company
Court Ashok Thakeria and Maruti Arbitration and Conciliation Act, 1996
International seeking interim relief till the time we can
file an application / petition for execution
of the award.
20 Bombay High Gaurav Vichare v/s. State of An FIR is registered with MHB Police Company
Court Maharashtra and ors. Station, Borivali, against Gaurav
Vichare, an ex-employee of Balaji, for
the offences under section 14, 15 and 19
of the Environmental Protection Act,
1986, allegedly due to destruction of
mangroves caused during shoot.
Company (BMPL) is not a party.
21 Andheri MM Court BMPL v/s. Siddharth Jain & Anr. BMPL has filed the complaint against Company
Irock Media & ors. for cheating,
misrepresentation and fraud.
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SN Court Parties Brief summary of case Against (Company/
Promoter/ Director)
22 Supreme Court of Ekta Kapoor v/s. State of Madhya Petition filed for quashing of FIR dated Promoter
India Pradesh (Police Station Annapurna, 05-06-2020 bearing Crime No.
Indore) and Valmik Shakargaye 0214/2020, filed by Valmik Shakargaye
with respect to alleged controversial
scene from episode 1 of season 2 of
"X.X.X. Uncensored" titled "Pyar aur
Plastic".
23 CJM Division, Shambhu Kumar v/s. Ekta Kapoor and Complaint was filed on 6th June, 2020, Promoter
Begusarai Shobha Kapoor Under Section 499, 500, 501,503,504,
502(2), 124(A) of IPC and 66E of IT Act
against alleged controversial scene from
episode 1 of season 2 of "X.X.X.
Uncensored" titled "Pyar aur Plastic".
24 Patna High Court Ekta Kapoor and Shobha Kapoor v/s. Quashing Petition filed before the Patna Promoter
State of Bihar and Shambhu Kumar High Court. Application for urgent
hearing has been filed.
25 CJM Division Anand Kumar (Adhyaksh Airforce Complaint was filed on 8th June, 2020, Promoter
Muzaffarpur Association), Muzaffarpur v/s. Ekta Under Section 499, 500, 501, 503, 504,
Kapoor and Shobha Kapoor 502(2), 124(A) of IPC and 66E of IT Act
in relation to alleged obscene content of
the web series XXX Uncensored Season
2.
26 CJM Division Sanjay Kumar Thakur (Sanyojak Complaint was filed on 8th June, 2020, Promoter
Muzaffarpur Bhajapa Sainik Prakoshth) v/s. Ekta Under Section 499, 500, 501, 503, 504,
Kapoor and Shobha Kapoor 502(2), 124(A) of IPC and 66E of IT Act
in relation to alleged obscene content of
the web series XXX Uncensored Season
2.
27 CJM Division Ram Pravesh Singh (Adhyaksh, Purva Complaint was filed on 6th June, 2020, Promoter
Muzaffarpur Sainik Sangh Muzaffarpur) v/s. Ekta Under Section 499, 500, 501, 503, 504,
Kapoor and Shobha Kapoor 502(2), 124(A) of IPC and 66E of IT Act
in relation to alleged obscene content of
the web series XXX Uncensored Season
2.
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426

List of pending litigation initiated against ALT Digital Media Entertainment Limited, its Promoters and Directors Status as on January 20, 2025

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SN Court Parties Brief summary of case Against (Company/
Promoter/ Director)
1 Additional District Dr. Kumar Suman Singh (Dr. Ranjeet Singh) Appeal filed by plaintiff to set aside the Company and Promoter
Judge - 1st, Hilsa v/s. Alt Balaji and Zee5 and Shobha Kapoor order by the Hilsa court and to restrain
and Ekta Kapoor and Jagarnath Goyenka and the defendants from releasing or
Zeeshan Quadri and Nakul Sahdev and Shweta distributing the webseries "Dr. Donn".
Basu and Akshay Dogra and Vikram Kochhar
2 City Civil Court XI Print Media v/s. Alt Balaji and Balaji Telefims It is alleged by petitioner that the reality Company
Additional CJ, Limited and Endemol and Ekta Kapoor and show Lock-Upp is based on Jailed,
Hyderabad MX rights of which belong to him.
3 Telangana High Alt Balaji v/s. Pride Media & Ors. CMA was filed to suspend the Order Company
Court dated 29.04.2022 and stay all further
proceedings in IA No. 272 of 2022
under OS No. 84 of 2022 before City
Civil Court, Hyderabad.
CRP was filed for stay of all
proceedings under OS No. 84 of 2022
before City Civil Court, Hyderabad.
4 Telangana High MX v/s. Pride Media & Ors. CMA was filed by MX (a co- Company
Court defendant) to stay the operation of
Order dated 29.04.2022.
CRP was filed as an appeal against
proceedings under OS No. 84 of 2022
before City Civil Court, Hyderabad.
5 Bandra Court, Vikas Fhatak @ Hindustani Bhau v/s. ALT Complaint was filed under section 293, Company
Mumbai Balaji and Balaji Telefilms Limited and 294, 34 of IPC in relation to alleged
Shobha Kapoor and Ekta Kapoor and Jeetendra obscene content of the web series XXX
Kapoor Uncensored Season 2.
6 Bombay City Civil 11.11 Productions v/s. ALT Balaji and Times 11.11 Productions has approached Company
Court - Borivali Internet Limited Bombay City Civil Court for an alleged
Division claim of Rs. 72,54,545/- with interest @
(Commercial), 24% p.a. till the date of payment and /
Dindoshi or realization.
7 Supreme Court of ALT Digital Media Entertainment Limited v/s. ALT had filed the suit CS(Com.Div) Company
India Google India Pvt. Ltd. and Google India Digital 133 of 2023 before Madras HC seeking
Servies Private Limited and Alphabet Inc. and a declaration that payment policy of the
Google LLC and Google Asia Pacific Pte. Ltd. Defendants (i.e. Google) relating to
and Google Payment Corp. and Google implementation of Google Play Billing
Payments India Pvt. Ltd. System (GPBS) and User Choice
Billing System vis-a-vis the Mobile
Applications owned and operated by
Google in 'Google Play Store' as illegal
and unenforceable.
8 City Civil Convonix System As background information, the Company
Court, Dindoshi Pvt Ltd v/s. ALT Media Digital Agreement with Convonix System
Entertaintment Private Private Limited was for providing a
Limited services of SEO, SEM, Digital Ads -
Google, FB, Programmatic, Media
Spends etc for an initial period of one
year valid from 1st September 2019 till
30th August 2020. This was
subsequently renewed a further two-
year period from 1st September 2020
till 31st August 2022.
9 Before Justice ALT Media Digital ALT filed a petition under Section 11 Company
G.S SISTANI Entertaintment Private Limited and MX Media of the Arbitration and Conciliation Act,
(RETD.) and Entertainment Pte Ltd 1996 to appoint an Arbitrator in respect
SOLE of the claim against MX.
ARBITRATOR
10 Before Justice ALT Media Digital ALT filed a petition under Section 11 Company
Jayant Nath Entertaintment Private Limited and MX Media of the Arbitration and Conciliation Act,
(RETD.) and Entertainment Pte Ltd 1996 to appoint an Arbitrator in respect
SOLE of the claim against MX.
ARBITRATOR
11 Bombay High Vikas Gupta v/s. Balaji Telefilms Limited and Cease and desist notice over using the Company
Court ALT Balaji and Viacom18 concept of fifth element registered by
Vikas Gupta. The said show is being
produced by ALT named "Power of
Paanch" for Disney+Hotstar
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427

List of pending litigation initiated against Marinating Films Private Limited, its Promoters and Directors Status as on January 20, 2025 Sr. No. Court Parties

Brief summary of case Current Status Against (Company/ Promoter/ Director)

--NIL--

428

Annexure 31

Additional documents submitted with NSE as per Annexure M of the NSE Checklist along with the application filed under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for obtaining Observation Letter

Part A

S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure Reference
1.	Apportionment of losses of the listed company among the companies involved in the scheme.	Not Applicable		Annexure 31.1
2.	Details of assets, liabilities, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of the demerged undertaking / Transferor Company certified by Chartered Accountant (CA).	Yes		Annexure 31.2
3.	Any type of arrangement or agreement between the demerged company/resulting company/merged/amalgamated company/ creditors / shareholders / promoters / directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of listed entity.	No		Annexure 31.3
4.	Reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utilization of reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, as a free reserve, certified by CA.	Yes	The accounting treatment specified in clause 6, clause 9, clause 12 and clause 14 of the Scheme, including treatment of reserves of the First Transferor Company and Transferee	The said Certificates are enclosed as Annexure 13 and 14.

429

S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure Reference
			Company is in compliance with applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and generally accepted accounting principles in India. The same has been certified by the respective Statutory Auditor of the companies involved in the Scheme.
5.	Built up for reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, certified by CA.	Yes		Annexure 31.4
6.	Nature of reserves viz. Capital Reserve, Capital Redemption Reserve, whether they are notional and/or unrealized, certified by CA.	Yes
7.	The built up of the accumulated losses over the years, certified by CA.	Yes		Annexure 31.5
8.	Relevant sections of Companies Act, 2013 and applicable Indian Accounting Standards and Accounting treatment, certified by CA.	Yes	The accounting treatment provided in the proposed Scheme, in terms of the provisions of Sections 230 to 232 read with Section 52, Section	The said Certificates are enclosed as Annexure 13 and 14.

430

S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure Reference
			66 and other applicable provisions of the Companies Act, 2013 ('Act'), is in compliance with applicable Accounting Standards notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, and generally accepted accounting principles in India. The same has been certified by the respective Statutory Auditor of the companies involved in the Scheme.
9.	Details of shareholding of companies involved in the scheme at each stage, in case of composite scheme.	Yes		Annexure 31.6
10.	Whether the Board of unlisted company has taken the decision regarding issuance of Bonus shares. If yes provide the details thereof. If not, provide the reasons thereof.	Not Applicable		Annexure 31.7
11.	List of comparable companies considered for comparable companies’ multiple method.	Not Applicable		Annexure 31.8
12.	Share Capital built-up in case of scheme of arrangement involving unlisted entity/entities, certified by CA.	Yes		Annexure 31.9

431

S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure Reference
13.	Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme.	No		Annexure 31.10
14.	Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three financial years.	Not Applicable	Not applicable as there is no demerger involved	Not applicable
15.	Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company.	Not Applicable		Annexure 31.11
16.	In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity.	Not Applicable	Not applicable as there is no demerger involved	Not applicable
17.	How the scheme will be beneficial to public shareholders of the Listed entity and details of change in value of public shareholders pre and post scheme of arrangement.	Yes		Annexure 31.12
18.	Tax/other liability/benefit arising to the entities involved in the scheme, if any.	No		Annexure 31.13
19.	Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/PAT margin considered in the valuation report.	Not Applicable		Annexure 31.14
20.	Confirmation from valuer that the valuation done in the scheme is in accordance with applicable valuation standards.	Not Applicable		Annexure 31.15

432

S. No.	Particulars	Yes/ No/ Not Applicable	Remarks	Annexure Reference
21.	Confirmation from Company that the scheme is in compliance with the applicable securities laws.	Yes		Annexure 31.16
22.	Confirmation that the arrangement proposed in the scheme is yet to be executed.	Yes		Annexure 31.17
		Part-B
23.	Prescribed data relating to Scheme in power-point presentation	Yes		Annexure 31.18

433

Annexure 31.1

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that there is no apportionment of losses of the listed company among the companies involved in the scheme

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

In the matter of the above, it is hereby confirmed that there is no apportionment of losses of the listed company among the companies involved in the scheme.

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 18:19:47 an +05'30' _____

==> picture [82 x 79] intentionally omitted <==

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer) Date – 19 June 2024

Place - Mumbai

Page 1 of 1

434

Annexure 31.2

435

436

437

438

439

440

Annexure 31.3

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that there is no other arrangement or agreement between Transferor Companies and/or Transferee Company with creditors / shareholders / promoters / directors / etc., which may have any implications

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

It is hereby informed that there is no arrangement or agreement between Transferor Companies and/or Transferee Company with creditors / shareholders / promoters / directors / etc., which may have any implications on the captioned Composite Scheme of Arrangement as well as on the shareholders of the Transferee Company.

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhushan Chandrabhushan Date: 2024.06.19 18:46:16 +05'30' _____ Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer) Date – 19 June 2024

Place – Mumbai

Page 1 of 1

441

Annexure 31.4

442

443

444

==> picture [595 x 842] intentionally omitted <==

----- Start of picture text -----

445
----- End of picture text -----

446

447

Annexure 31.5

448

449

450

451

Annexure 31.6

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Details of shareholding of Transferor Companies and Transferee Company at each stage

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

1. The above referred composite Scheme of Arrangement comprises of the following parts:

2. Adjustment of accumulated losses as per books of accounts of the First Transferor Company with securities premium reserve and paid-up equity share capital appearing in the books of accounts of the First Transferor Company pursuant to Part II of the Scheme;

3. Amalgamation of the First Transferor Company with the Transferee Company pursuant to Part III of to the Scheme;

4. Amalgamation of the Second Transferor Company with the Transferee Company pursuant to Part IV of the Scheme; and

5. Adjustment of Amalgamation Adjustment Deficit Account as per books of accounts of the Transferee Company with securities premium reserve and retained earnings appearing in the books of accounts of the Transferee Company pursuant to Part V of the Scheme.

Page 1 of 3

452

Details of shareholding after coming into effect of Part II of the Scheme

1. Post coming into effect of the Part II of the Scheme, the opening debit balance of the profit and loss account (appearing as ‘Deficit in Statement of Profit and Loss’) representing accumulated losses of the First Transferor Company shall be adjusted against the opening credit balance of securities premium account. Post this adjustment, the residual opening debit balance, if any, in the profit and loss account shall be adjusted against the opening balance in paid-up equity share capital of the First Transferor Company by cancelling such number of equity shares of the First Transferor Company at their face value as may be required for such adjustment.

2. Post making the aforesaid adjustment, the paid-up equity share capital of the First Transferor Company shall be as follows:

Name of Shareholder	Number of Shares	Shareholding percentage
Balaji Telefilms Limited	7,29,54,700 equity shares of INR 10 each	100%

1. There shall be no change in the shareholding pattern of the Second Transferor Company and the Transferee Company upon coming into effect of Part II of the Scheme.

Details of shareholding after coming into effect of Part III and Part IV of the Scheme

1. Pursuant to Part III of the Scheme, the First Transferor Company shall be amalgamated with the Transferee Company. Pursuant to Part IV of the Scheme, the Second Transferor Company shall be amalgamated with the Transferee Company.

2. The equity shares of the Transferor Companies are entirely held by the Transferee Company and its nominees. The said shareholding of the Transferee Company in the Transferor Companies shall be cancelled on account of the amalgamation. Further, upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company.

3. Accordingly, upon coming into effect of Part III and Part IV of the Scheme, there shall be no change in the shareholding pattern of the Transferee Company. Further, the First Transferor Company and the Second Transferor Company shall cease to exist upon their amalgamation with the Transferee Company.

Page 2 of 3

453

Details of shareholding after coming into effect of Part V of the Scheme

1. Post coming into effect of the Part V of the Scheme, the debit balance of Amalgamation Adjustment Deficit Account of the Transferee Company, representing negative capital reserve, as on the Appointed Date and after giving effect to Part II, Part III, and Part IV of the Scheme, shall be adjusted against the credit balance of securities premium account to the extent of balance available in the said securities premium account. Post this adjustment, the residual debit balance, if any, in the Amalgamation Adjustment Deficit Account of the Transferee Company shall be adjusted against the credit balance of retained earnings of the Transferee Company.

2. The aforesaid adjustment do not involve any payment of consideration, or cancellation of shares, or issue of new shares, or reduction in share capital of the Transferee Company. Consequently, upon coming into effect of Part V of the Scheme, there shall be no change in the shareholding pattern of the Transferee Company.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 19:08:26 +05'30'

_____

==> picture [92 x 88] intentionally omitted <==

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024

Place – Mumbai

Page 3 of 3

454

Annexure 31.7

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that, the unlisted companies have neither issued nor they propose to issue any Bonus Shares pursuant to the Scheme

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

In the matter of the above Application, it is hereby confirmed that pursuant to the Scheme, the unlisted companies have neither issued nor they propose to issue any Bonus Shares.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 18:47:31 +05'30'

_____

==> picture [90 x 87] intentionally omitted <==

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer) Date – 19 June 2024

Place – Mumbai

Page 1 of 1

455

Annexure 31.8

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that valuation is not applicable, and consequently, details mentioned in SN 11 of Annexure M – Part A are not applicable

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

As submitted in Annexure 2, there is no requirement to obtain a valuation report. Therefore, the details required in SN 11 of Annexure M – Part A are not applicable.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 18:48:08 +05'30'

_____

==> picture [88 x 84] intentionally omitted <==

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer) Date – 19 June 2024

Place – Mumbai

Page 1 of 1

456

Annexure 31.9

457

458

459

460

461

462

Annexure 31.10

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Details of action taken or is pending by any Government/ Regulatory body / Agency

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

It is hereby informed that no action has been taken or is pending by any Government/ Regulatory body / Agency against the First Transferor Company, or Second Transferor Company, or Transferee Company, except as given hereinbelow, in previous 8 financial years:

a) Balaji Telefilms Limited

SN

Particulars

1.

During the financial year 2020-21, the Company was in default due to non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the composition of the Board was not in order from April 1, 2020 to August 27, 2020, due to absence of Independent Woman Director. Consequently, BSE Limited and National Stock Exchange of India Limited imposed a penalty of INR

Page 1 of 2

463

==> picture [426 x 134] intentionally omitted <==

	8,79,100/- each (Inclusive of Goods and Service Tax) on the Company. The said default was made good post appointment of Dr. Archana Hingorani on the Board of the Company effective August 28, 2020. Further, the penalty levied by the Exchanges has been paid in full.
2.	During the financial year 2021-22, the Company was in default due to non-compliance with Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the office of Company Secretary remained vacant for more than 6 months. Consequently, BSE Limited and National Stock Exchange of India Limited imposed a penalty of INR 1,00,300/- each (Inclusive of Goods and Service Tax) on the Company. The said default was made good post appointment of Ms. Tannu Sharma as the Company Secretary of the Company effective March 15, 2022. Further, the penalty levied by the Exchanges has been paid in full.
3.	During the financial year 2022-23, the Company was in default due to non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the composition of the Board was not in order from May 20, 2022 to September 12, 2022. Consequently, BSE Limited and National Stock Exchange of India Limited imposed a penalty of INR 684,400/- each (Inclusive of Goods and Service Tax) on the Company. The said default was made good post stepping down of Mr. Anshuman Thakur, Non Executive Director from the Board of the Company effective September 12, 2022. Further, the penalty levied by the Exchanges has been paid in full.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 18:49:00 +05'30' _____

Sanjay Chandrabhushan Dwivedi

==> picture [85 x 82] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024

Place – Mumbai

Page 2 of 2

464

Annexure 31.11

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that valuation is not applicable, and consequently, details mentioned in SN 15 of Annexure M – Part A are not applicable

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

As submitted in Annexure 2, there is no requirement to obtain a valuation report. Therefore, the details required in SN 15 of Annexure M – Part A are not applicable.

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 18:49:45 +05'30' _____

Sanjay Chandrabhushan Dwivedi

==> picture [97 x 93] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer) Date – 19 June 2024

Place – Mumbai

Page 1 of 1

465

Annexure 31.12

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Details of benefits arising pursuant to the Scheme, and the details of change in value of public shareholders, pre and post coming into effect of the Scheme

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

The benefits arising pursuant to the Scheme, and the details of change in value of public shareholders, pre and post coming into effect of the Scheme are as follows:

1. Benefits arising pursuant to the Scheme

The benefits arising pursuant to the Composite Scheme of Arrangement have been enumerated in para (C) which deals with the Rationale of the Scheme. The said benefits have been reproduced below:

Page 1 of 4

466

Part II of the scheme which deals with adjustment of accumulated losses as per books of - accounts of the First Transferor Company with securities premium reserve and paid up equity share capital appearing in the books of accounts of the First Transferor Company is expected, inter-alia, to yield benefits as below:

• The First Transferor Company shall be able to represent its true and fair financial position;

• The Scheme would not have any impact on the shareholding pattern of the First Transferor Company, since it is a wholly-owned subsidiary of Transferee Company;

Part III and Part IV of the scheme which deals with amalgamation of the Transferor - Companies with the Transferee Company is expected, inter alia, to yield benefits as below:

• The Transferor Companies are wholly owned subsidiaries of the Transferee Company, so merger will help to consolidate the multiple entities into a single legal entity. Further, the Transferor Companies and the Transferee Company are engaged in similar line of businesses related to production and distribution of contents on various platforms. The merger would enable management focus and combined synergies for various projects;

• The merger will provide a greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value;

• The merger will result in enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources;

• The merger will result in a reduction in the overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination, and avoiding of unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by each of the Transferor Companies and the Transferee Company;

Page 2 of 4

467

• The merger would motivate employees of the Transferor Companies by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, assets base etc. which will boost employee morale and provide better corporate performance ultimately enhancing shareholder value.

• The merger will help in achieving operational efficiencies and management efficiencies;

• The other operational benefits due to merger are as follows: -

• Optimize the resources at consolidated entity level to facilitate greater ability of the Transferee Company to raise financial resources for future expansion;

• Reducing operational and compliance cost;

• Elimination of duplicative communication and coordination efforts across multiple entities and pooling of resources as well as optimum utilization of resources;

• Simplification of group structure under common management; and

• Economies of scale, greater integration, flexibility and market reach for the amalgamated entity.

PART V of the Scheme which deals with adjustment of Amalgamation Adjustment Deficit Account as per books of accounts of the Transferee Company with securities premium reserve and retained earnings appearing in the books of accounts of the Transferee Company is - expected, inter alia, to yield benefits as below:

• The Transferee Company shall be able to represent its true and fair financial position;

2. Details of change in value of the public shareholders pre and post Scheme of Arrangement

• a. It may be noted that the Scheme of Arrangement involves an internal restructuring, which shall have the benefits summarized in the para (1) above. After coming into the effect of the Scheme, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company to the shareholders of the Transferor Companies. Post coming into effect of the Scheme, the existing public shareholders of the Transferee Company shall continue to hold the shares held by them before coming into effect of the Scheme.

• b. It is submitted that the draft Scheme is in the best interests of the Company and its Shareholders. The impact of the draft Scheme would be the same for all the shareholders in all respects and none of the shareholder is expected to have any disproportionate advantage

Page 3 of 4

468

or disadvantage in any manner. The Scheme is not in any manner, prejudicial or against public interest and would serve the interest of all public shareholders.

• c. Thus, though the Scheme shall entail certain benefits as enumerated in para (1) above, since the Scheme involves an internal restructuring amongst the group entities for amalgamation of subsidiaries with holding company, and internal reorganization of the reserves / share capital / retained earnings, there ought to be no change in number of shares and value of public shareholders of Transferee Company pre and post coming into effect of the Scheme.

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 18:50:21 +05'30'

_____

Sanjay Chandrabhushan Dwivedi (Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024 Place – Mumbai

Page 4 of 4

469

Annexure 31.13

To, NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that there is no tax or any other liability or benefit arising to any of the entities

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

It is hereby informed that there is no tax or any other liability or benefit arising to any of the entities involved in the Scheme.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 18:52:15 +05'30' _____

==> picture [100 x 96] intentionally omitted <==

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer) Date – 19 June 2024 Place – Mumbai

Page 1 of 1

470

Annexure 31.14

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that valuation is not applicable, and consequently, details mentioned in SN 19 of Annexure M – Part A are not applicable

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

As submitted in Annexure 2, there is no requirement to obtain a valuation report. Therefore, the details required in SN 19 of Annexure M – Part A are not applicable.

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 18:54:06 +05'30'

_____

Sanjay Chandrabhushan Dwivedi

==> picture [100 x 96] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer) Date – 19 June 2024 Place – Mumbai

Page 1 of 1

471

Annexure 31.15

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.:- Confirmation stating that valuation is not applicable, and consequently, details mentioned in SN 20 of Annexure M – Part A are not applicable

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

As submitted in Annexure 2, there is no requirement to obtain a valuation report. Therefore, the details required in SN 20 of Annexure M – Part A are not applicable.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Dwivedi Sanjay Sanjay Chandrabhushan Chandrabhushan Date: 2024.06.19 18:55:16 +05'30'

____

==> picture [88 x 84] intentionally omitted <==

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer) Date – 19 June 2024

Place – Mumbai

Page 1 of 1

472

Annexure 31.16

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that the Draft Composite Scheme of Arrangement is in compliance with securities law

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

It is hereby confirmed that the aforesaid Draft Composite Scheme of Arrangement is in compliance with the applicable securities laws, including the Companies Act, 2013, Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, and Securities and Exchange Board of India Act, 1992 and rules and regulation made thereunder.

==> picture [92 x 88] intentionally omitted <==

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Chandrabhusha Sanjay Chandrabhushan Date: 2024.06.19 19:01:47 n +05'30' _____

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024

Place – Mumbai

Page 1 of 1

473

Annexure 31.17

To,

NATIONAL STOCK EXCHANGE OF INDIA LIMITED

Exchange Plaza, Plot No. C/1, G - Block, Bandra Kurla Complex, Bandra (East), Mumbai — 400 051,

Series: EQ Symbol: BALAJITELE

Dear Sir/Madam,

Sub.:- Confirmation stating that the draft Composite Scheme of Arrangement is yet to be executed

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

It is hereby confirmed that the draft Composite Scheme of Arrangement is yet to be executed. The Scheme shall be filed before National Company Law Tribunal, Mumbai under section 230 to 232 of the Companies Act, 2013 and/or other applicable provisions of the Companies Act, 2013 or such other Appropriate Authority after obtaining No-objection Certificate from the stock exchanges under Regulation 37 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 19:02:28 +05'30' _____

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024 Place – Mumbai

Page 1 of 1

474

Annexure 31.18

Composite Scheme of Arrangement between Balaji Telefilms Limited (‘Transferee Company’), ALT Digital Media Entertainment Limited (‘First Transferor Company’), Marinating Films Private Limited (‘MFPL’), and their respective shareholders under section 230 to 232 read with section 52 and section 66 of the Companies Act, 2013

Details required as per Part B of Annexure M to the Checklist of NSE

475

Graphical Representation

==> picture [637 x 129] intentionally omitted <==

----- Start of picture text -----

1. Graphical Representation
ALT Digital Media
Entertainment Limited
[ Unlisted Company ]
Balaji Telefilms Limited
Balaji Telefilms Limited
[ Listed on BSE and NSE ]
Marinating Films
Private Limited
[ Unlisted Company ]
----- End of picture text -----

Notes:

ALT Digital Media Entertainment Limited and Marinating Films Private Limited shall stand dissolved without winding up

• 1) The entire paid-up equity share capital of ALT Digital Media Entertainment Limited and Marinating Films Private Limited is entirely held by Balaji Telefilms Limited and its nominees. Thus, upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by Balaji Telefilms Limited to the shareholders of the ALT Digital Media Entertainment Limited and Marinating Films Private Limited.

• 2) Pursuant to Scheme becoming effective, all equity shares of ALT Digital Media Entertainment Limited and Marinating Films Private Limited held by Balaji Telefilms Limited along with its nominees, shall stand cancelled without any further application, act, instrument or deed and be of no effect without any necessity of them being surrendered.

• 3) Balaji Telefilms Limited holds 32,50,000 Compulsorily Convertible Debentures (representing 100% of the debentures issued by Marinating Films Private Limited). Pursuant to the amalgamation, the said debentures shall stand cancelled without any further application, act, instrument or deed and be of no effect without any necessity of them being surrendered.

• 4) Apart from above, pursuant to Part II of the Scheme, the opening debit balance of profit and loss account (appearing as ‘Deficit in Statement of Profit and Loss’) of ALT Digital Media Entertainment Limited shall be first adjusted against the opening credit balance of securities premium account, and the residual debit balance shall be adjusted against the paid-up equity share capital by cancelling such number shares at their face value as are required for such adjustment. Also, as per Part V of the Scheme, the debit balance of ‘Amalgamation Adjustment Deficit Account’ of Balaji Telefilms Limited, post amalgamation, representing negative capital reserve, shall be first adjusted against the credit balance of securities premium, and the residual debit balance shall be adjusted against the retained earnings.

476

Background of the Entities

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2. Background of the Entities
Name of the entity Details
Balaji Telefilms • Balaji Telefilms Limited (‘Transferee Company’) is a public company incorporated under the provisions of the Companies Act, 1956, on
Limited (‘Transferee November 10, 1994.
Company’) • The registered office of the Transferee Company is situated at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate, New
Link Road, Andheri-West, Mumbai - 400053 in the state of Maharashtra.
• The shares of the Transferee Company are listed on the National Stock Exchange and Bombay Stock Exchange
• The Transferee Company is engaged in the business of production and creation of films and television content in India particularly in Hindi
language. The Transferee Company is also engaged in business of production of television content in regional languages, and in event
organization business. Balaji Telefilms
• There have been no recent major developments with respect to the corporate structure and business Limited line of the Transferee Company
ALT Digital Media • ALT Digital Media Entertainment Limited (‘First Transferor Company’) is a public company incorporated under the provisions of Companies Act,
[ Listed on BSE and NSE ]
Entertainment 2013, on July 1, 2015
Limited (‘First • The registered office of the First Transferor Company is situated at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial Estate,
Transferor New Link Road, Andheri-West, Mumbai - 400053 in the state of Maharashtra.
Company’) • The entire paid-up equity share capital of the First Transferor Company is held by the Transferee Company i.e. it is a wholly owned subsidiary of
the Transferee Company.
Marinating Films • The First Transferor Company is engaged in the business of production of movies and web-series, and telecasting / broadcasting the same
through a subscription-based video on demand (SVOD) over the top (OTT) platform operated under the name “ALTT”. The First Transferor
Private Limited Company is also engaged in the B2B business of providing content creation services to third-parties.
• [ Unlisted ComThere have beenpno recentany ] major developments with respect to the corporate structure and business line of the First Transferor Company
Marinating Films • Marinating Films Private Limited (‘Second Transferor Company’) is a private company incorporated on August 16, 2011 under the provisions of
Private Limited erstwhile Companies Act, 1956.
(‘Second Transferor • The registered office of the Second Transferor Company is situated at C-13, Balaji House, Dalia Industrial Estate, Opposite Laxmi Industrial
Company’) Estate, New Link Road, Andheri-West, Mumbai - 400053 in the state of Maharashtra.
• The entire paid-up equity share capital of the Second Transferor Company is held by the Transferee Company i.e. it is a wholly owned subsidiary
of the Transferee Company.
• The Second Transferor Company is engaged in the business of production of reality shows, web-series and organizing events.
• There have been no recent major developments with respect to the corporate structure and business line of the Second Transferor Company
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477

Objective of the Scheme

3. Objective of the Scheme

On Amalgamation of First Transferor Company and Second Transferor Company with Transferee Company

• To consolidate the business of the Companies in a single entity, which will help in effective management and will also provide several benefits including synergy, economies of scale, attain efficiencies, cost competitiveness, etc.

Capital Reduction of First Transferor Company and Transferee Company

• The Scheme covers the reorganization of reserves and reduction of Capital of the First Transferor Company and reorganization of reserves and adjustment of retained earnings of the Transferee Company post amalgamation which would help the respective companies to represent their true and fair financial position.

478

Rationale of the Scheme

4. Rationale of the Scheme

Benefits in respect of reorganization of reserves and reduction of equity capital of the First Transferor Company

• The First Transferor Company shall be able to represent its true and fair financial position;

• This Scheme would not have any impact on the shareholding pattern of the First Transferor Company, since it is a wholly-owned subsidiary of Transferee Company;

Benefits in amalgamation of the First and Second Transferor Companies with the Transferee Company

• The Transferor Companies are wholly owned subsidiaries of the Transferee Company, so merger will help to consolidate the multiple entities into a single legal entity. Further, the Transferor Companies and the Transferee Company are engaged in similar line of businesses related to production and distribution of contents on various platforms. The merger would enable management focus and combined synergies for various projects;

• The merger will provide a greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value; Marinating Films

• Private Limited

• The merger will result in enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources; [ Unlisted Company ]

• The merger will result in a reduction in the overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination, and avoiding of unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by each of the Transferor Companies and the Transferee Company;

• The merger would motivate employees of the Transferor Companies by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, assets base etc. which will boost employee morale and provide better corporate performance ultimately enhancing shareholder value;

479

Rationale of the Scheme

4. Rationale of the Scheme (continued)

• The merger will help in achieving operational efficiencies and management efficiencies;

• The other operational benefits due to merger are as follows: -

• a) Optimize the resources at consolidated entity level to facilitate greater ability of the Transferee Company to raise financial resources for future expansion; b) Reducing operational and compliance cost;

• c) Elimination of duplicative communication and coordination efforts across multiple entities and pooling of resources as well as optimum utilization of resources; d) Simplification of group structure under common management; and

• e) Economies of scale, greater integration, flexibility and market reach for the amalgamated entity.

Benefits in respect of reorganization of reserves and adjustment of retained earnings of Transferee Company

• The Transferee Company shall be able to represent its true and fair financial position;

Marinating Films Private Limited

• [ Unlisted Company ]

480

Existing, proposed, and resultant structure

5. Existing, proposed and resultant Structure of the Entities involved in the Scheme

Existing Structure

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----- Start of picture text -----

Shareholders of Balaji Telefilms
Limited
Balaji Telefilms Limited
100% 100%
ALT Digital Media Marinating Films Private
Entertainment Limited Limited
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Proposed and resultant Structure

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----- Start of picture text -----

Shareholders of Balaji Telefilms
Limited
Balaji Telefilms Limited
----- End of picture text -----

Note: ALT Digital Media Entertainment Limited and Marinating Films Private Limited shall amalgamate with Balaji Telefilms Limited pursuant to the Scheme

481

Existing and proposed capital structure of the Entities

6. Existing and proposed Capital Structure of the Entities involved in the Scheme

Category of shareholder		Balaji Telefilms Limited	Balaji Telefilms Limited	Balaji Telefilms Limited	Balaji Telefilms Limited	ALT Digital Media Entertainment Limited	ALT Digital Media Entertainment Limited	ALT Digital Media Entertainment Limited	ALT Digital Media Entertainment Limited	Marinating Films Private Limited	Marinating Films Private Limited	Marinating Films Private Limited	Marinating Films Private Limited
		Existing		Proposed		Existing		Proposed		Existing		Proposed
		Number of shares	Value in terms of net-worth	Number of shares	Value in terms of net-worth	Number of shares	Value in terms of net-worth	Number of shares	Value in terms of net-worth	Number of shares	Value in terms of net-worth	Number of shares	Value in terms of net-worth
Promoter and promoter group		3,47,32,876	40,097.32 lakhs	3,47,32,876	15,063.03 lakhs	69,46,45,893	7,772.94 lakhs	NA	NA	44,60,000	144.35 lakhs	NA	NA
Public shareholders		6,67,96,092	77,112.66 lakhs	6,67,96,092	28,968.29 lakhs	-		NA	NA	-	-	NA	NA
Shares underlying DRs		-	-	-	-	-	-	NA	NA	-	-	NA	NA
Shares held by Employee Trust		-	-	-	-	-	-	NA	NA	-	-	NA	NA
Non-Promoter Non- Public		-	-	-	-	-	-	NA	NA	-	-	NA	NA
Total Number of shares		10,15,28,968	117,209.98 lakhs	10,15,28,968	44,031.32 lakhs	69,46,45,893	7,772.94 lakhs	NA	NA	44,60,000	144.35 lakhs	NA	NA
Change in promoter shareholding		-						NA	NA			NA	NA
Change in Public shareholding		-						NA	NA			NA	NA

482

Pre and post scheme net-worth of the Entities

7. Pre and Post Scheme Net-worth of Entities

	Amount INR lakhs	Amount INR lakhs	Amount INR lakhs	Amount INR lakhs	Amount INR lakhs	Amount INR lakhs	Amount INR lakhs
Particulars		Balaji Telefilms Limited		ALT Digital Media Entertainment Limited		Marinating Films Private Limited
		Pre-Scheme	Post-Scheme	Pre-Scheme	Post-Scheme	Pre-Scheme	Post-Scheme
Equity		2,030.58	2,030.58	69,464.59	NA	446.00	NA
Other Equity		1,15,179.40	42,000.74	(61,691.65)	NA	(301.65)	NA
Net-worth		1,17,209.98	44,031.32	7,772.94	NA	144.35	NA

483

Key Points in the Scheme of Arrangement

8. Key Points in the Scheme of Arrangement, including terms of consideration proposed in the Scheme

• The Scheme is presented under Sections 230 to 232 read with Section 52, Section 66 and other applicable provisions of the Companies Act, 2013 and rules framed thereunder, and also read with Section 2(1B) and other applicable provisions of the Income-tax Act, 1961.

Key points of Part I of the Scheme

• Part I of the Scheme contains the clauses in respect of definitions, interpretations and the details of share capital of the Transferee Company and the Transferor Companies

Key points of Part II of the Scheme

• The Part II of the Scheme envisages reorganisation of reserves and reduction of equity share capital of the First Transferor Company.

• Pursuant to the same, the opening debit balance of the profit and loss account (appearing as ‘Deficit in Statement of Profit and Loss’) representing accumulated losses of the First Transferor Company shall be adjusted against the opening credit balance of securities premium account. Post this adjustment, the residual opening debit balance, if any, in the profit and loss account shall be adjusted against the opening balance in paid-up equity share capital of the First Transferor Company by cancelling such number of equity shares of the First Transferor Company at their face value as may be required for such adjustment. Marinating Films

Key points of Part III and Part IV of the SchemPrivate Limited

• [ Unlisted Company ]

• The Part III of the Scheme envisages an amalgamation of the First Transferor Company with the Transferee Company. The Part IV of the Scheme envisages an amalgamation of the Second Transferor Company with the Transferee Company

• Pursuant to the above, upon coming into effect of the Scheme and with effect from the Appointed Date, the entire business of the Transferor Companies and all their assets and liabilities shall under the provisions of Section 230 to 232 and other applicable provisions, if any, of the Act, and pursuant to the orders of the Tribunal or other Appropriate Authority, if any, sanctioning the Scheme shall without any further act, deed, matter or thing stand transferred to and vested in and/or deemed to be transferred to and vested in the Transferee Company so as to become the properties and liabilities of the Transferee Company in accordance with the provisions of Section 2(1B) of the Income-tax Act, 1961.

484

Key Points in the Scheme of Arrangement

8. Key Points in the Scheme of Arrangement, including terms of consideration proposed in the Scheme

Key points of Part III and Part IV of the Scheme (continued)

• All inter-company transactions including loans, advances and other obligations if any, due or which may at any time in future become due between the Transferor Companies and the Transferee Company shall stand cancelled and there shall be no liability in that behalf on either party.

• All staff, workmen, employees of the Transferor Companies who are in service on the date immediately preceding the Effective Date, shall become the staff, workmen, employees of the Transferee Company, without any break or interruption in their services, on terms and conditions not less favourable than those on which they are engaged by the Transferor Companies

• The equity shares of the Transferor Companies are entirely held by the Transferee Company and its nominees. The said shareholding of the Transferee Company in the Transferor Companies shall be cancelled on account of the amalgamation. Further, upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company.

Key points of Part V of the Scheme

• The Part V of the Scheme envisages reorganisation of reserves and adjustment of retained earnings of the Transferee Company. Marinating Films

• Pursuant to the same, Private Limited the debit balance of ‘Amalgamation Adjustment Deficit Account’ of the Transferee Company, representing negative capital reserve, as on the Appointed Date and after giving effect to Part II, Part III, and Part IV of the Scheme, shall be adjusted against the credit balance of securities premium account. Post this adjustment, the residual debit[ Unlisted Company ]balance, if any, in the Amalgamation Adjustment Deficit Account of the Transferee Company shall be adjusted against the credit balance of retained earnings of the Transferee Company.

485

Key Points in the Scheme of Arrangement

8. Key Points in the Scheme of Arrangement, including terms of consideration proposed in the Scheme Key points of Part VI of the Scheme

• Part VI of the Scheme contains general clauses, and the terms and conditions that would be applicable to the Scheme.

Marinating Films Private Limited

[ Unlisted Company ]

486

Stepwise process involved in the implementation of Scheme

9. Stepwise process involved in the implementation of the Scheme

Approval of the Scheme of Arrangement by Audit Committee, committee of Independent Directors, and Board of Directors Filing of application under Regulation 37 of SEBI (LODR) Regulations, 2015 for obtaining No Objection Certificate (‘NOC’) from Stock Exchanges Filing of application before the NCLT, post receipt of NOC from stock exchanges NCLT to give directions for conducting meeting of shareholders / creditors, sending notices for meeting, filings with regulatory authorities, publishing of advertisements etc. Complying with the directions of the NCLT Conduct of meeting of shareholders / creditors as may be directed by NCLT Filling of petition with the NCLT post approval of the Scheme by the shareholders / creditors NCLT to fix the final date of hearing, and give directions for publishing of advertisements in newspapers Approval of the Scheme by the NCLT in final hearing Filing of requisite e-forms with the Registrar of Companies, and coming into effect of the Scheme

487

Details of public shareholding of Transferee Company post coming into effect of the Scheme

10. In case unlisted entity is involved in the Scheme, please provide calculation that the percentage of shareholding of pre-scheme public shareholders of listed entity and the Qualified Institutional Buyers (QIBs) of unlisted entity, in the post scheme shareholding pattern of the ‘merged’ company on fully diluted basis shall not be less than 25%

• The equity shares in the First Transferor Company and the Second Transferor Company are entirely held by the Transferee Company. Thus, upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company to the shareholders of the Transferor Companies.

• Accordingly, there will be no impact on the public shareholding of the Transferee on account of and post coming into effect of the Scheme

• A calculation of the public shareholding of the Transferee Company, post coming into effect of the Scheme (excluding any transactions not covered by the Scheme) is as follows (illustrative calculation, based on shareholding as on May 30, 2024):

Number of equity shares held Particulars
3,47,32,876 Number of shares held by Promoter & Promoter Group in listed entity (A)
6,67,96,092 Number of shares held by Public shareholders in listed entity (B)
Nil Number of shares held by qualified institutional buyers of unlisted entity (C)
10,15,28,968 Total number of shares in merged entity (D =A+B+C)
65.79% Percentage of shares held by public shareholders of listed entity and qualified institutional buyers of unlisted entity E = (B+C)/D

488

Confirmation regarding reclassification of promoter or promoter group

11. Kindly confirm if there is any reclassification of promoter or promoter group pursuant to the Scheme and whether the same is in compliance with applicable SEBI Regulations

• It is hereby confirmed that the present Scheme of Arrangement does not involve any reclassification of promoter or promoter group pursuant to the Scheme

489

Rationale for share exchange ratio derived by the Company

12. In case valuation is not applicable, provide detailed rationale for the share exchange ratio derived by the Company

• The equity shares in the First Transferor Company and the Second Transferor Company are entirely held by the Transferee Company

• Thus, upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company to the shareholders of the Transferor Companies

• Considering that there is no issue of shares or payment of consideration involved pursuant to the Scheme, there is no requirement to obtain a valuation report. Also, there is no share exchange ratio involved in the present facts, which has been derived by the Company

490

Annexure 32

Additional documents submitted with BSE as per SN 37 to SN 59 of BSE Checklist along with the application filed under Regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for obtaining Observation Letter

SN	Particulars	Annexure reference
1	In cases of Demerger, apportionment of losses of the listed company among the companies involved in the scheme.	Not applicable
2	Details of assets, liabilities, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of the demerged undertaking/Transferor Company certified by Chartered Accountant (CA).	Annexure 32.1
3	Any type of arrangement or agreement between the demerged company/resulting company/merged/amalgamated company/ creditors / shareholders / promoters / directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of listed entity.	Annexure 32.2
4	In the cases of capital reduction/ reorganization of capital of the Company, Reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utilization of reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, as a free reserve, certified by CA.	The accounting treatment specified in clause 6, clause 9, clause 12 and clause 14 of the Scheme, including treatment of reserves of the First Transferor Company and Transferee Company is in compliance with applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and generally accepted accounting principles in India. The same has been certified by the respective Statutory Auditor of the companies involved in the Scheme. The said certificates are enclosed as 13 and 14

491

SN	Particulars	Annexure reference
5	In the cases of capital reduction/ reorganization of capital of the Company, Built up for reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, certified by CA.	Annexure 32.3
6	In the cases of capital reduction/ reorganization of capital of the Company, Nature of reserves viz. Capital Reserve, Capital Redemption Reserve, whether they are notional and/or unrealized, certified by CA.
7	In the cases of capital reduction/ reorganization of capital of the Company, the built up of the accumulated losses over the years, certified by CA.	Annexure 32.4
8	Relevant sections of Companies Act, 2013 and applicable Indian Accounting Standards and Accounting treatment, certified by CA.	The accounting treatment specified in clause 6, clause 9, clause 12 and clause 14 of the Scheme, including treatment of reserves of the First Transferor Company and Transferee Company is in compliance with applicable Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, and generally accepted accounting principles in India. The same has been certified by the respective Statutory Auditor of the companies involved in the Scheme. The said certificates are enclosed as 13 and 14
9	In case of Composite Scheme, details of shareholding of companies involved in the scheme at each stage	Annexure 32.5
10	Whether the Board of unlisted Company has taken the decision regarding issuance of Bonus shares. If yes provide the details thereof.	Annexure 32.6

492

SN	Particulars	Annexure reference
11	List of comparable companies considered for comparable companies’ multiple method, if the same method is used in valuation.	Annexure 32.7
12	Share Capital built-up in case of scheme of arrangement involving unlisted entity/entities, certified by CA.	Annexure 32.8
13	Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme for the period of recent 8 years.	Annexure 32.9
14	Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three financial years.	Not applicable
15	Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company.	Annexure 32.10
16	In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity.	Not applicable
17	How the scheme will be beneficial to public shareholders of the Listed entity and details of change in value of public shareholders pre and post scheme of arrangement.	Annexure 32.11
18	Tax/other liability/benefit arising to the entities involved in the scheme, if any.	Annexure 32.12
19	Comments of the Company on the Accounting treatment specified in the scheme to conform whether it is in compliance with the Accounting Standards/Indian Accounting Standards.	Annexure 32.13
20	If the Income Approach method used in the Valuation, Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/PAT margin considered in the valuation report.	Annexure 32.14
21	Confirmation that the valuation done in the scheme is in accordance with applicable valuation standards.	Annexure 32.15
22	Confirmation that the scheme is in compliance with the applicable securities laws.	Annexure 32.16
23	Confirmation that the arrangement proposed in the scheme is yet to be executed.	Annexure 32.17

493

Annexure 32.1

494

495

496

497

498

499

Annexure 32.2

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that there is no other arrangement or agreement between Transferor Companies and/or Transferee Company with creditors / shareholders / promoters / directors / etc., which may have any implications

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

It is hereby informed that there is no arrangement or agreement between Transferor Companies and/or Transferee Company with creditors / shareholders / promoters / directors / etc., which may have any implications on the captioned Composite Scheme of Arrangement as well as on the shareholders of the Transferee Company.

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 20:48:01 +05'30' _____

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024 Place – Mumbai

Page 1 of 1

500

Annexure 32.3

501

502

503

==> picture [595 x 842] intentionally omitted <==

----- Start of picture text -----

504
----- End of picture text -----

505

506

Annexure 32.4

507

508

509

510

Annexure 32.5

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Details of shareholding of Transferor Companies and Transferee Company at each stage

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

1. The above referred composite Scheme of Arrangement comprises of the following parts:

2. Adjustment of accumulated losses as per books of accounts of the First Transferor Company with securities premium reserve and paid-up equity share capital appearing in the books of accounts of the First Transferor Company pursuant to Part II of the Scheme;

3. Amalgamation of the First Transferor Company with the Transferee Company pursuant to Part III of to the Scheme;

4. Amalgamation of the Second Transferor Company with the Transferee Company pursuant to Part IV of the Scheme; and

5. Adjustment of Amalgamation Adjustment Deficit Account as per books of accounts of the Transferee Company with securities premium reserve and retained earnings appearing in the books of accounts of the Transferee Company pursuant to Part V of the Scheme.

Page 1 of 3

511

Details of shareholding after coming into effect of Part II of the Scheme

1. Post coming into effect of the Part II of the Scheme, the opening debit balance of the profit and loss account (appearing as ‘Deficit in Statement of Profit and Loss’) representing accumulated losses of the First Transferor Company shall be adjusted against the opening credit balance of securities premium account. Post this adjustment, the residual opening debit balance, if any, in the profit and loss account shall be adjusted against the opening balance in paid-up equity share capital of the First Transferor Company by cancelling such number of equity shares of the First Transferor Company at their face value as may be required for such adjustment.

2. Post making the aforesaid adjustment, the paid-up equity share capital of the First Transferor Company shall be as follows:

Name of Shareholder	Number of Shares	Shareholding percentage
Balaji Telefilms Limited	7,29,54,700 equity shares of INR 10 each	100%

1. There shall be no change in the shareholding pattern of the Second Transferor Company and the Transferee Company upon coming into effect of Part II of the Scheme.

Details of shareholding after coming into effect of Part III and Part IV of the Scheme

1. Pursuant to Part III of the Scheme, the First Transferor Company shall be amalgamated with the Transferee Company. Pursuant to Part IV of the Scheme, the Second Transferor Company shall be amalgamated with the Transferee Company.

2. The equity shares of the Transferor Companies are entirely held by the Transferee Company and its nominees. The said shareholding of the Transferee Company in the Transferor Companies shall be cancelled on account of the amalgamation. Further, upon the Scheme becoming effective, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company.

3. Accordingly, upon coming into effect of Part III and Part IV of the Scheme, there shall be no change in the shareholding pattern of the Transferee Company. Further, the First Transferor Company and the Second Transferor Company shall cease to exist upon their amalgamation with the Transferee Company.

Page 2 of 3

512

Details of shareholding after coming into effect of Part V of the Scheme

1. Post coming into effect of the Part V of the Scheme, the debit balance of Amalgamation Adjustment Deficit Account of the Transferee Company, representing negative capital reserve, as on the Appointed Date and after giving effect to Part II, Part III, and Part IV of the Scheme, shall be adjusted against the credit balance of securities premium account to the extent of balance available in the said securities premium account. Post this adjustment, the residual debit balance, if any, in the Amalgamation Adjustment Deficit Account of the Transferee Company shall be adjusted against the credit balance of retained earnings of the Transferee Company.

2. The aforesaid adjustment do not involve any payment of consideration, or cancellation of shares, or issue of new shares, or reduction in share capital of the Transferee Company. Consequently, upon coming into effect of Part V of the Scheme, there shall be no change in the shareholding pattern of the Transferee Company.

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 21:25:53 +05'30'

_____

==> picture [97 x 92] intentionally omitted <==

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024

Place – Mumbai

Page 3 of 3

513

Annexure 32.6

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that, the unlisted companies have neither issued nor they propose to issue any Bonus Shares pursuant to the Scheme

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

In the matter of the above Application, it is hereby confirmed that pursuant to the Scheme, the unlisted companies have neither issued nor they propose to issue any Bonus Shares.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 20:54:23 +05'30'

_____

Sanjay Chandrabhushan Dwivedi

==> picture [105 x 100] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024

Place – Mumbai

Page 1 of 1

514

Annexure 32.7

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that valuation is not applicable, and consequently, details mentioned in SN 47 of BSE Checklist are not applicable

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

As submitted in Annexure 3, there is no requirement to obtain a valuation report. Therefore, the details required in SN 47 of BSE Checklist are not applicable.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 20:55:29 +05'30'

_____

Sanjay Chandrabhushan Dwivedi

==> picture [111 x 106] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024 Place – Mumbai

Page 1 of 1

515

Annexure 32.8

516

517

518

519

520

521

Annexure 32.9

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Details of action taken or is pending by any Government/ Regulatory body / Agency

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

It is hereby informed that no action has been taken or is pending by any Government/ Regulatory body / Agency against the First Transferor Company, or Second Transferor Company, or Transferee Company except as given hereinbelow, in previous 8 financial years:

a) Balaji Telefilms Limited

SN

Particulars

1.

During the financial year 2020-21, the Company was in default due to non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the composition of the Board was not in order from April 1, 2020 to August 27, 2020, due to absence of Independent Woman Director. Consequently, BSE Limited and National Stock Exchange of India Limited imposed a penalty of Rs. 8,79,100/- each (Inclusive of Goods and Service Tax) on the Company.

Page 1 of 2

522

	The said default was made good post appointment of Dr. Archana Hingorani on the Board of the Company effective August 28, 2020. Further, the penalty levied by the Exchanges has been paid in full.
2.	During the financial year 2021-22, the Company was in default due to non-compliance with Regulation 6 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the office of Company Secretary remained vacant for more than 6 months. Consequently, BSE Limited and National Stock Exchange of India Limited imposed a penalty of Rs. 1,00,300/- each (Inclusive of Goods and Service Tax) on the Company. The said default was made good post appointment of Ms. Tannu Sharma as the Company Secretary of the Company effective March 15, 2022. Further, the penalty levied by the Exchanges has been paid in full.
3.	During the financial year 2022-23, the Company was in default due to non-compliance with Regulation 17(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the composition of the Board was not in order from May 20, 2022 to September 12, 2022. Consequently, BSE Limited and National Stock Exchange of India Limited imposed a penalty of Rs. 684,400/- each (Inclusive of Goods and Service Tax) on the Company. The said default was made good post stepping down of Mr. Anshuman Thakur, Non Executive Director from the Board of the Company effective September 12, 2022. Further, the penalty levied by the Exchanges has been paid in full.

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 20:56:28 +05'30' _____

Sanjay Chandrabhushan Dwivedi

==> picture [96 x 92] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024 Place – Mumbai

Page 2 of 2

523

Annexure 32.10

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that valuation is not applicable, and consequently, details mentioned in Sr. No. 51 of checklist are not applicable.

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

As submitted in Annexure 3, there is no requirement to obtain a valuation report. Therefore, the details required in Sr. No. 51 of the checklist are not applicable.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 20:58:01 +05'30'

_____

Sanjay Chandrabhushan Dwivedi

==> picture [102 x 98] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024

Place – Mumbai

Page 1 of 1

524

Annexure 32.11

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Details of benefits arising pursuant to the Scheme, and the details of change in value of public shareholders, pre and post coming into effect of the Scheme

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

The benefits arising pursuant to the Scheme, and the details of change in value of public shareholders, pre and post coming into effect of the Scheme are as follows:

1. Benefits arising pursuant to the Scheme

The benefits arising pursuant to the Composite Scheme of Arrangement have been enumerated in para (C) which deals with the Rationale of the Scheme. The said benefits have been reproduced below:

525

Part II of the scheme which deals with adjustment of accumulated losses as per books of accounts of the First Transferor Company with securities premium reserve and paid-up equity share capital appearing in the books of accounts of the First Transferor Company is - expected, inter alia, to yield benefits as below:

• The First Transferor Company shall be able to represent its true and fair financial position;

• The Scheme would not have any impact on the shareholding pattern of the First Transferor Company, since it is a wholly-owned subsidiary of Transferee Company;

Part III and Part IV of the scheme which deals with amalgamation of the Transferor - Companies with the Transferee Company is expected, inter alia, to yield benefits as below:

• The Transferor Companies are wholly owned subsidiaries of the Transferee Company, so merger will help to consolidate the multiple entities into a single legal entity. Further, the Transferor Companies and the Transferee Company are engaged in similar line of businesses related to production and distribution of contents on various platforms. The merger would enable management focus and combined synergies for various projects;

• The merger will provide a greater efficiency in the overall combined business including economies of scale, efficiency of operations, operational rationalization, organizational efficiency, cash flow management and unfettered access to cash flow generated by the combined business which can be deployed more effectively for the purpose of development of businesses of combined entity and their growth opportunities, eliminate inter corporate dependencies, minimize administrative compliances and to maximize shareholder value;

• The merger will result in enhancement of net worth of the combined business to capitalize on future growth potential, optimal utilization of resources;

• The merger will result in a reduction in the overheads including administrative, managerial and other expenditure, and optimal utilization of resources by elimination, and avoiding of unnecessary duplication of activities and related costs. It will also result in a reduction in the multiplicity of legal and regulatory compliances required at present to be separately carried out by each of the Transferor Companies and the Transferee Company;

Page 2 of 4

526

• The merger would motivate employees of the Transferor Companies by providing better opportunities to scale up their performance with a larger corporate entity having large revenue base, resources, assets base etc. which will boost employee morale and provide better corporate performance ultimately enhancing shareholder value.

• The merger will help in achieving operational efficiencies and management efficiencies;

• The other operational benefits due to merger are as follows: -

• Optimize the resources at consolidated entity level to facilitate greater ability of the Transferee Company to raise financial resources for future expansion;

• Reducing operational and compliance cost;

• Elimination of duplicative communication and coordination efforts across multiple entities and pooling of resources as well as optimum utilization of resources;

• Simplification of group structure under common management; and

• Economies of scale, greater integration, flexibility and market reach for the amalgamated entity.

PART V of the Scheme which deals with adjustment of Amalgamation Adjustment Deficit Account as per books of accounts of the Transferee Company with securities premium reserve and retained earnings appearing in the books of accounts of the Transferee Company is - expected, inter alia, to yield benefits as below:

• The Transferee Company shall be able to represent its true and fair financial position;

2. Details of change in value of the public shareholders pre and post Scheme of Arrangement

• a. It may be noted that the Scheme of Arrangement involves an internal restructuring, which shall have the benefits summarized in the para (1) above. After coming into the effect of the Scheme, neither any consideration will be paid, nor any shares shall be issued by the Transferee Company to the shareholders of the Transferor Companies. Post coming into effect of the Scheme, the existing public shareholders of the Transferee Company shall continue to hold the shares held by them before coming into effect of the Scheme.

• b. It is submitted that the draft Scheme is in the best interests of the Company and its Shareholders. The impact of the draft Scheme would be the same for all the shareholders in all respects and none of the shareholder is expected to have any disproportionate advantage

Page 3 of 4

527

or disadvantage in any manner. The Scheme is not in any manner, prejudicial or against public interest and would serve the interest of all public shareholders.

• c. Thus, though the Scheme shall entail certain benefits as enumerated in para (1) above, since the Scheme involves an internal restructuring amongst the group entities for amalgamation of subsidiaries with holding company, and internal reorganization of the reserves / share capital / retained earnings, there ought to be no change in number of shares and value of public shareholders of Transferee Company pre and post coming into effect of the Scheme.

==> picture [106 x 102] intentionally omitted <==

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 20:59:20 +05'30' _____

Sanjay Chandrabhushan Dwivedi (Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024 Place – Mumbai

Page 4 of 4

528

Annexure 32.12

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that there is no tax or any other liability or benefit arising to any of the entities

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

It is hereby informed that there is no tax or any other liability or benefit arising to any of the entities involved in the Scheme.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 21:00:03 +05'30'

_____

==> picture [99 x 95] intentionally omitted <==

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024

Place – Mumbai

Page 1 of 1

529

Annexure 32.13

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that the Composite Scheme of Arrangement is in compliance with the Indian Accounting Standards.

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

It is hereby confirmed that the accounting treatment specified in the aforesaid Composite Scheme of Arrangement is in compliance with the applicable Indian Accounting Standards. The same has also been certified by the auditors in their certificate dated June 17, 2024 (enclosed as Annexure 10).

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 21:02:12 +05'30' _____

Sanjay Chandrabhushan Dwivedi

==> picture [102 x 97] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Place – Mumbai

Date – 19 June 2024

Page 1 of 1

530

Annexure 32.14

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.:- Confirmation stating that valuation is not applicable, and consequently, details mentioned in SN 56 of BSE checklist are not applicable

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

As submitted in Annexure 3, there is no requirement to obtain a valuation report. Therefore, the details required in SN 56 of BSE checklist are not applicable.

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 21:03:43 +05'30' _____

Sanjay Chandrabhushan Dwivedi

==> picture [102 x 98] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024 Place – Mumbai

Page 1 of 1

531

Annexure 32.15

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.:- Confirmation stating that valuation is not applicable, and consequently, details mentioned in SN 57 of BSE checklist are not applicable

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders

As submitted in Annexure 3, there is no requirement to obtain a valuation report. Therefore, the details required in SN 57 of BSE checklist are not applicable.

For Balaji Telefilms Limited

Digitally signed by Dwivedi Sanjay Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 21:05:45 +05'30' _____

Sanjay Chandrabhushan Dwivedi

==> picture [98 x 93] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024 Place – Mumbai

Page 1 of 1

532

Annexure 32.16

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.: - Confirmation stating that the Scheme of Arrangement is in compliance with securities law

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

It is hereby confirmed that the aforesaid Scheme of Arrangement is in compliance with the applicable securities laws, including the Companies Act, 2013, Securities Contracts (Regulation) Act, 1956, Depositories Act, 1996, and Securities and Exchange Board of India Act, 1992 and rules and regulation made thereunder.

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 21:07:24 +05'30' _____

Sanjay Chandrabhushan Dwivedi

==> picture [99 x 95] intentionally omitted <==

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Place – Mumbai

Date – 19 June 2024

Page 1 of 1

533

Annexure 32.17

To,

BOMBAY STOCK EXCHANGE LIMITED

Phiroze Jeejeebhoy Towers, Dalal Steet Mumbai - 400 001

Symbol: BALAJITELE

Dear Sir/Madam,

Sub.:- Confirmation stating that the draft Composite Scheme of Arrangement is yet to be executed

Ref.: - Application under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 for the proposed Composite Scheme of Arrangement between ALT Digital Media Entertainment Limited (CIN: - U74999MH2015PLC266206) (Hereinafter referred to as "First Transferor Company"), Marinating Films Private Limited (CIN: - U74120MH2011PTC220971) (Hereinafter referred to as "Second Transferor Company"), and Balaji Telefilms Limited (CIN:- L99999MH1994PLC082802) (Hereinafter referred to as "Transferee Company") and their respective shareholders.

It is hereby confirmed that the draft Composite Scheme of Arrangement is yet to be executed. The Scheme shall be filed before National Company Law Tribunal, Mumbai under section 230 to 232 of the Companies Act, 2013 and/or other applicable provisions of the Companies Act, 2013 or such other Appropriate Authority after obtaining No-objection Certificate from the stock exchanges under Regulation 37 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

==> picture [94 x 90] intentionally omitted <==

For Balaji Telefilms Limited

Dwivedi Sanjay Digitally signed by Dwivedi Sanjay Chandrabhush Chandrabhushan Date: 2024.06.19 an 21:08:16 +05'30' _____

Sanjay Chandrabhushan Dwivedi

(Authorized Signatory, Group Chief Financial Officer, and Group Chief Operating Officer)

Date – 19 June 2024

Place – Mumbai

Page 1 of 1

534