Cinevista Ltd

to tHe MeMBeRs

Your Directors have pleasure in submitting the Twenty Seventh Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2024.

1. FInAnCIAL ResULts

Financial and operational Review:

The Company has earned a gross income of Rs. 44.05 lakh for the financial year 2023-24, as compared to income of Rs. 80 lakh in the previous year, recording an decrease of Rs 35.95 lakh.

The Company has incurred the net losses of Rs. 749.76 lakh for the year as compared to net losses of Rs. 2798.14 lakh in the previous year

Finance Costs for the year under review has marginally decreased by Rs. 445.06 lakh as compared to the previous year. Depreciation during the year has recorded a marginal decrease by Rs. 2.23 lakh as compared to the previous year.

Earnings per share have been NIL for the current year as well as for the previous year.

2. sHARe CAPItAL:

The Company's paid up capital is Rs. 11,48,72,950 with accumulated Reserves & Surplus of Rs.

75,26,52,830.35/-

There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights or sweat equity shares. It has not granted any stock options.

transfer / transmission of shares

The Company has complied with all necessary compliances as required under SEBI (Prohibition of Insider Regulations) and Listing Regulations, 2015

3. CHAnGes In CAPItAL stRUCtURe

There has been no change in the capital structure during the year under review. There was no public issue, rights issue, bonus issue or preferential issue, etc. during the year under review. The Company has not issued shares with differential voting rights or sweat equity shares. It has not granted any stock options.

The Company has been holding a sizeable parcel of land at Kanjurmarg which was being used by the Company as a studio / creating television programming. Unfortunately, in the year 2018 (6/01/2018) a massive fire broke out, causing humongous losses, in which several sets/ properties got destroyed. The Company suffered greatly and made further losses subsequently as its studio rental business was also affected, largely! This land has been held for the purpose of furthering the Company's Business and therefore it is a capital asset. However, now, after much deliberation, it has been discussed and decided that the Company should enter into an Agreement with a Real Estate Development Company. The property would thus get properly utilized and Moreover Cinevista could then get a share of the area and / or the sale proceeds. The Developer would get the remaining share and would utilize the development potential with the Developer's own funds and experience and expertise and brand name, in order to develop the project. Since the Company would be benefitted by receiving a share of area and/ or share of sale proceeds and would be selling a portion of the area, from time to time, there would be frequent transactions. These would be in the nature of stock in trade and not a capital asset. The Company do convert this land admeasuring, 158.17.48 sq mtrs. Into stock-in-trade at a value of Rs. 133/ 134 crores in accordance with the Valuation Report.

Further, the Company entered into Joint Development Agreement with K. Raheja Corp Real Estate Private Limited in the sharing Ratio of 75.5: 24.5% by K. Raheja Corp. Real Estate Pvt. Ltd & Cinevista Limited respectively.

4. tRAnsFeR to ReseRVes

The amounts decreased in the reserves during the year on account of the losses are 749,75,796.75/- as compared to the previous year decrease on account of losses Rs. 27,98,27,765.41/-

The Company has not transferred any amount to the General Reserve during the financial year ended March 31, 2024

5. DIVIDenD

On account of heavy losses, Your Directors do not propose any dividend for the year ended 31st

March, 2024.

6. PARtICULARs oF LoAns, GUARAntees oR InVestMents

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this IntegratedAnnual Report.

7. InteRnAL ContRoL sYsteMs AnD tHeIR ADeQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined and to maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit

Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. The internal financial controls with reference to the financial statements were adequate and operating effectively

8. FInAnCe AnD ACCoUnts

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts)

Rules, 2014 as amended from time to time. The estimates and judgements relating to the Financial

Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March, 2024. The Notes to the Financial Statements adequately cover the standalone and consolidated Audited Statements and form an integral part of this Report.

9. BoARD oF DIReCtoRs

As per the provisions of Section 152 of the Companies Act, 2013, Mrs. Vinita Concessio, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment. The Board recommends her re-appointment.

Pursuant to the requirement of Regulation 17 (1E) of SEBI (LODR) Regulations, 2015, Mrs. Vinita Concessio was appointed as Additional Non-Executive Director as on 11th May, 2023 to fill in casual vacancy occurred on account of resignation of Mrs. Faryal Phoolka. Mrs. Vinita Concessio, was regularized by the shareholders in the 26th AGM dated 10th August, 2023 and she would be liable for re-appointment.

Mrs. Renu Anand has tendered her resignation on 30th May, 2023 and Mrs. Mahrukh Shavak

Chikliwala was appointed as an Additional Director to fill in casual vacancy. Further, Mrs. Mahrukh Shavak Chikliwala has offered herself eligible as an Independent Non- Executive Director for the period of 5years and was appointed by the shareholders in the 26th AGM held on 10th August,

2023

Mrs. Sulochana Talreja term of office was getting expired on 31st March, 2023. Mrs. Reebakah Mahrukh Chikliwala was appointed in her place as an Additional Independent Non-Executive Director in the place to be vacated by her. Further, Mrs. Reebakah Mahrukh Chikliwala was appointed as an Independent Non- Executive Director for the period of 5years by the way of the Postal Ballot carried by the Company on 20th June, 2024

The brief resume and other details of the directors seeking reappointment as required under regulation 36(3) of the SEBI (Listing Obligations & Disclosures Requirement) Regulation 2015 are provided in the Notes of the Notice forming part of the Annual Report.

Board evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Remuneration and other Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Declaration by Independent Directors

Mrs. Rebekah Peter Martyres, Mrs. Mahrukh Shavak Chikliwala and Mr. Dhiraj Labhchand Chaudhry, Independent Directors of your Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing Regulations and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

nUMBeR oF MeetInGs oF tHe BoARD

The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report.

CoMMIttees oF tHe BoARD

The Board of Directors have the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Share Transfer Committee

5. Risk Management Committee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

10. PoLICY on DIReCtoRs' APPoIntMent AnD ReMUneRAtIon

The Board in consultation of the Nomination and Remuneration Committee of the Company has formulated the various policies relating to the terms of Appointment of Independent directors, details on familiarization programs and criteria of payments to Non-Executive Directors and the same has been posted on the Company's website www.cinevistaas.com.

11. ReLAteD PARtY tRAnsACtIons

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There arenomaterialsignificantrelated party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. The Company has taken necessary approval from shareholders & Audit Committee for all related parties transactions.

The details of the same are given in the notes to Accounts forming part of the financial statements.

The Company has adopted Related Party Transactions Policy which is displayed on website of

Company www.cinevistaas.com.

The particulars of contracts or arrangements with related parties are required under Section 134(3) (h) is prescribed Form AOC 2 are annexed herewith as an ‘Annexure A' to this Report.

12. CoDe oF ConDUCt

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Code has been posted on the Company's website www.cinevistaas.com.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

13. MAnAGeMent DIsCUssIon AnD AnALYsIs RePoRt (MDA)

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the detailed Analysis of the Operating performance of the Company for the year, the state of affairs and the key changes in the operating environment has been included in the Management Discussion and Analysis section which forms an integral part of this Report and is set out as separate section to this Annual Report.

14. CoRPoRAte GoVeRnAnCe

Your Company believes that Corporate Governance is an application of the best management practices, compliances of law in true spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders.

Your Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by the Securities and Exchange Board of India (SEBI). All Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 2023-24.AComplianceCertificateto this effect signed by the Practising Professional is contained in this Annual Report.

A section on Corporate Governancealongwith certificatefrom Auditors confirming compliance of conditions of Corporate Governance as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed and forms part of the Directors' Report.

15. Ceo/CFo CeRtIFICAte

On account of Retirement of Mr. K.B.Nair on 20th March, 2023, Mr. Vijay Singh Phoolka is appointed as Chief Financial Officer (CFO) of the Company.

In accordance with Regulation 17(8) of SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015 pertaining to corporate governance norms, Mr. Sunil Mehta, CEO and Managing

Director and Mr. Vijay Singh Phoolka, CFO, have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended March 31, 2024, The said certificate forms an integral part of the Annual Report.

16. DIReCtoRs' ResPonsIBILItY stAteMent

In terms of Section 134 of the Companies Act, 2013, the directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed. ii) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review. iii) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

17. sUBsIDIARIes

The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information upon request by any member of the Company and its subsidiaries interested in obtaining the same. Further, the Annual Accounts of the subsidiaries would also be available for inspection by any member at the Registered Office of the Company and at the Office respective subsidiary companies, during working hours.

Pursuant to the provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 (as amended), a statement containing the salient features of Financial Statements of the aforesaid Subsidiaries (including highlights of their performance and contribution to the overall performance of the Company) has been provided in Form AOC-1 which forms part of this Report and are annexed herewith as an ‘Annexure B' to this Report.

The Audited Consolidated Financial Statements (CFS) of your Company for the financial year ended March 31, 2024, prepared in compliance with the provisions of Ind AS 27 issued by the Institute of Chartered Accountants of India (ICAI) and notified by the Ministry of Corporate Affairs (MCA), Government of India also form part of this Annual Report.

The holding as well as subsidiary companies in question shall regularly file such data to the various regulatory and Government authorities as may be required by them.

18. FIXeD DePosIts

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies

Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

19. AUDItoRs

In terms of the provisions of Section 139 of the Act read with provisions of the Companies (Audit and Auditors) Rules, 2014 (as amended), M/s Raj Niranjan Associates, Chartered Accountants

(Firm Reg No: 108309 W) was appointed as the Auditors of the Company for a consecutive period of 5 (five) years from conclusion of the 24th AGM held in the year 2021 until conclusion of the 29th AGM of the Company scheduled to be held in the year 2026.

Your Company hasreceived certificatefrom M/s Raj Niranjan Associates, Chartered Accountants confirming their eligibility to continue as the Auditors of the Company in terms of the provisions of the Act and the Rules framed thereunder and also acopyofthecertificateissued by the Peer Review Board (ICAI) as required under Regulation 33 of the Listing Regulations.

The reports given by the Auditors on the Standalone and Consolidated Financial Statements of the Company for the financialyear ended March 31, 2024 form part of this Annual Report alongwith the qualification, reservation, adverse remark or disclaimer given by the Auditors in their Reports.

The Auditors of the Company have not reported any fraud in terms of the second proviso to Section 143(12) of the Act.

.

With reference to point 3(c) of the Annexure A of the Standalone Auditors' Report, the Company has demanded the amount outstanding from the companies, firms or other parties listed in register maintained under Section 189 of the Act. However, such companies being non-operational & with no running business, they don't have sufficient funds to repay the same to M/s. Cinevista Ltd. However, we are taking all reasonable steps & efforts to recover the outstanding amount.

The explanations with regards to the observations made by the Secretarial Auditor are as follows:

1) The Management of the Company is hopeful of recovering the investments and advances to the subsidiaries.

2) According to the management of the Company, impairment of the intangible assets is not necessary at this stage as the management of the Company is hopeful of generating income in future by monetization of these assets across different avenues and streams available.

3) The Company carries inventories of work-in-progress for feature films and television serials at amortised cost in the balance sheet at Rs.16,76,46,030/-

4) As on March 31, 2024 as it is not possible to evaluate the net realizable value.

RePoRtInG oF FRAUDs

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed thereunder.

20. seCRetARIAL AUDIt

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. Manthan

Negandhi & Co, Practising Company Secretary to undertake the Secretarial Audit of the Company.

Their Audit Report confirms that the Company has complied with the applicable provisions of the Act and the Rules made there under, Listing Regulations, applicable SEBI Regulations, Secretarial Standards and other laws applicable to the Company. The Secretarial Audit Report forms part of the Board's Report.

Pursuant to Regulation 40(9) of the Listing Regulations, certificates have been issued on a half-yearly basis, by a Company Secretary in practice, certifying due compliance of share transfer formalities by the Company.

A Company Secretary in practice carries out a quarterly Reconciliation of Share Capital Audit, to reconcile the total admitted capital with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL) and the total issued and listed capital. The audit confirms that the total issued/listed capital is in agreement with the aggregate of the total number of shares in physical form and the total number of shares in dematerialized form (held with NSDL and CDSL).

The Secretarial Audit Report for the year 2023-24 as issued by him in the prescribed form MR-3 is annexed herewith as ‘Annexure C' to this Report.

As directed by Securities & Exchange Board of India, (SEBI) secretarial audit is being carried out Practicing Company Secretary. The findings of the secretarial audit atthe were entirely satisfactory.

in Secretarial Audit Report and observation made in the Report Therearenootherqualification read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under the Companies Act, 2013

21. seCRetARIAL stAnDARDs oF ICsI

During the year under review, the Company has duly complied with the applicable provisions of the

Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings

(SS-2) issued by the Institute of Company Secretaries of India (ICSI).

22. AnnUAL RetURn

Ministry of Corporate Affairs (MCA) vide notification dated 28/08/2020 has notified that the Extract of Annual Return (in Form MGT 9) is not required to be enclosed with the Board Report, the Company is only required to disclose the web link in the Board Report where the annual return referred to in sub-section (3) of section 92 is placed for the Financial Year ended 31st March, 2024

& onwards.

Pursuant to amendment of Section 92(3) and the Companies (Management and Administration)

Amendment Rules, 2020 of the Act, the Annual Return as on 31st March 2024 is available on the website of the Company www.cinevistaas.com

23. BUsIness RIsK MAnAGeMent

Risk management is embedded in your Company's operating framework. Your Company believes that managing risks helps in maximizing returns. The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanism of such risks. Pursuant to section 134 (3) (n) of the Companies

Act, 2013 & the Listing Regulations, the company has constituted a business risk management committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Directors' report.

24. PReVentIon oF InsIDeR tRADInG

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

All Board Directors and the designated employees have confirmed compliance with the Code.

The Code of Conduct for Prevention of Insider Trading is displayed on website of Company www. cinevistaas.com.

25. WHIstLe BLoWeR PoLICY / VIGIL MeCHAnIsM

In terms of provisions of Section 177 of the Act and Rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and

Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be raised.

26. noMInAtIon AnD ReMUneRAtIon PoLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personal (KMP) and Senior Management of the

Company. The Nomination and Remuneration policy is available on the website of the Company www.cinevistaas.com

27. enVIRonMent, HeALtH AnD sAFetY

The Company is conscious of the importance of environmentally clean and safe operations. The

Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

28. DIsCLosURe UnDeR tHe seXUAL HARAssMent oF WoMen

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

29. stAtUtoRY InFoRMAtIon

Conservation of energy & technology Absorption

Considering the nature of the business of the Company, the particulars required to be furnished pursuant to the provisions of Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 (as amended) and Companies (Disclosure of Particulars in the Report of

Board of Directors) Rules, 1988 relating to the Conservation of Energy and Technology Absorption are not applicable.

Foreign exchange earnings and outgo

Foreign Exchange Earnings have been NIL as compared to the previous year which amount to Rs. NIL and Foreign Exchange Outgo for current year is Rs.NIL as compared to previous year which was also Rs. NIL.

The information required pursuant to Section 197(12) read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

30. CoRPoRAte soCIAL ResPonsIBILItY

The Company does not fall within the threshold limit as applicable under the Section 135 of the Companies Act, 2013. Accordingly, the requirement of Corporate Social Responsibility is not applicable to the Company for the period under review.

31. non-APPLICABILItY oF MAIntenAnCe oF Cost ReCoRDs

The Company is not engaged in the business of production of goods or providing of services as specified in Rule 3 of the Companies (Cost Records and Audit) Rules, 2014 ("Rules"). Accordingly, the requirement of maintaining cost records in accordance with Section 148(1) of the Act read with the Rules is not applicable to the Company for the period under review.

32. sIGnIFICAnt & MAteRIAL LItIGAtIons / oRDeRs

or material litigation / orders pending against the Company during the There are no significant period under review.

Legal Litigation with M/s. Arora Fibres Limited stands Settled, as of 4th / 5th August, 2023 - Case filed in these regards with NCLT & Silvassa, stands withdrawn & dispute stands amicably settled, Out of Court; the said matters stands closed in all its finality!

33. CAUtIonARY stAteMent

Statements in the Board's Report and the Management Discussion & Analysis Report describing the Company's objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

Your Directors thank the viewers, suppliers, bankers, Financial Institutions, Central and State

Governments and Shareholders for their consistent support to the Company. The Directors also sincerely acknowledgethesignificantcontributions made by all the employees for their dedicated services to the company. The ownership and responsiveness shown by all the stakeholders is unparalleled and is a testimony of the spirit of this great organization.