G V Films Ltd

Dear Members,

Your Directors take pleasure in presenting the 35^th Annual Report together with Audited Statement of Accounts for the year ended 31^s March, 2024.

1. FINANCIAL HIGHLIGHTS

The highlights of the financial results of the Company for the year ended 31.03.2024 as compared with the previous year are as follows:

2. PERFORMANCE REVIEW

The business was affected after lockdown and pandemic, management is looking at and considering various avenues and opportunities in near future to revive and establish the business.

3. DIVIDEND

In view of the accumulated losses, your Directors regret their inability to declare any dividend.

4. SHARE CAPITAL

During the year under review company has not raised its share capital and the present capital is Rs. 91,46,27,833 divided into 91,46,27,833 Equity shares of Re.l/- each.

However the company got approval from shareholders as on 26^th February, 2024, to raise an amount of Rs. 95,00,00,000 Share warrants of Rs.l /- each through the new investments the company will expand the business and repay loans.

5. FINANCIAL STATEMENTS

Your Company prepares its financial statements in compliance with the requirements of Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter as notified under Section 133 of the Companies Act, 2013, the relevant provisions of the Companies Act, 2013 and guidelines issued by the Securities and Exchange Board of India (SEBI), as applicable. Further, in the financial statement for the year ending March 31, 2024, the financial statements for the previous year ended March 31, 2023 and the Balance Sheet as at March 31, 2023, have been prepared and presented as per Ind AS. The financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities which have been measured at fair value. The financial statements are presented in Indian Rupees (INR) and all values are rounded to the nearest lakhs, except when otherwise indicated. The estimates and judgments relating to the financial statements are made on a prudent basis so as to reflect a true and fair manner, the form and substance of the underlying transactions and to reasonably present the state of affairs as on March 31, 2024.

6. CONSOLIDATED FINANCIAL STATEMENT

The Consolidated Financial Statements of the Company and its subsidiaries have been prepared in accordance with the provisions of the Companies Act, 2013 ("the Act") read with the Companies (Accounts) Rules, 2014, applicable Accounting Standards and the SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 ("SEBI LODR Regulations") and it forms part of the Annual Report. Pursuant to Section 129 (3) of the Act, a statement containing the salient features of the financial statements of the subsidiary company for the F.Y. 2023-24 is attached to the Financial Statements for the F.Y. 2023-24 in Form AOC-1. The Company will make available the said financial statements and related detailed information of the subsidiary company upon request by any member of the Company.

7. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

During the year under review, the Company has no material changes or commitments affecting the financial position of the company.

8. SUBSIDIARY COMPANY

In accordance with the provision to sub section (3) of Section 129 of the Companies Act, 2013 (Act), the salient features of the financial Statement of the subsidiary Company G V Studio City Limited are set out in the prescribed form AOC -1, which forms part of the Annual Report. The said financial statements shall also be kept for inspection of Members at the Registered Office of the Company.

9. BUSINESS OUTLOOK OF THE SUBSIDIARY

The Company's wholly owned subsidiary GV Studio City Limited is into the business of providing a unique Miniplex having features like food court, leisure and entertainment experience at moderate prices.

Retirement and Re-appointments

Pursuant to the provisions of Section 152 of the Act and the Articles of Association of the Company, Mrs. Kamalakannan Mahalakshmi (Din: 06585940) retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers herself for re-appointment. The Board recommends the aforesaid re appointment. Further, Pursuant to the provisions of the companies Act, 2013, Mrs. ARUMUGAM MANIMEGALAI PILLAI (Din: 08336764) were appointed as an Additional Directors with effect from November 11 2024. Now the said Directors are seeking to be appointed as Independent Directors of the company to hold office for a term of upto five (5) consecutive years with effect November 11, 2024 to November 10, 2029, not liable to retire by rotation.

Brief profile of the respective Directors is annexed to the Notice convening the ensuing Annual General Meeting.

11. MEETINGS OF THE BOARD

The meetings of the Board are scheduled at regular intervals to decide and discuss on business performance, policies, strategies and other matters of significance. Detailed information regarding the meetings of the Board is included in the report on Corporate Governance, which forms part of the Board's Report.

12. KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company at present are Mr Balakumar Vethagiri Giri, Chief Executive Officer (CEO) & Managing Director ; Mr. Vadakantarai Subramaniam Natarajan, Chief Financial Officer (CFO).

13. RELATED PART Y TRANSACTION

Related party transaction during the year under review are disclosed in relevant notes and accounts.

14. RISK MANAGEMENT

The audit committee has robust process in place to identify key risks across the organization and prioritize relevant action plans to mitigate these risks. It has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. The Internal Auditor of the Company prepares quarterly risk analysis reports which are reviewed and discussed in the Audit Committee Meetings

15. ENVIRONMENTAL PROTECTION & POLLUTION CONTROL

The Company places great emphasis on compliance with pollution control norms where ever applicable.

16. PUBLIC DEPOSITS

Your Company has not accepted any fixed deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

17. PREVENTION OF SEXUAL HARASSMENT

During the year under review, the Company has not received any complaints on sexual harassment and no complaints were pending to be resolved as on March 31, 2024.

18. STATUTORY COMPLIANCES

Your Company has complied with all the relevant rules and regulations wherever applicable.

19. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis is set out in the Annual Report.

20. CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance code as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on Corporate Governance along with a certificate from the auditors confirming the level

of compliance is attached and forms part of the Board's Report.

21. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Appended in Annexure A to the Board's Report.

22. BOARD COMMITTEES

The details of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee constituted in accordance with provisions of LODR have been disclosed separately in the Corporate Governance Report which is annexed to and forms part of this annual report.

23. BOARD EVALUATION

Your Company believes in striving and excelling through effective and efficient Board monitoring. As required under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, an evaluation of all the directors, the Board as a whole and its committees was conducted based on the criteria and framework adopted by the Board.

24. STATUTORY AUDITORS

The exisiting Auditor M/s. CNGSN & Associates LLP, Chartered Accountants, (Firm Registration No 004915S / S200036 holds office till the coclusion of this AGM has inform not to Re-appointment them as a statutory auditor of the company due to there pre-occupation. Hence the board seeking to appoint the new auditor for the Financial year 2024-25.

During the year Pursuant to the provisions of section 139 of the Companies Act 2013, and rules framed thereafter M/s. A. John Moris & Co, Chartered Accountants, (Firm Registration No 007220S) was appointed as statutory auditors of the Company from the conclusion of the 35^th Annual General Meeting held on 06.12.2024 till the conclusion of 40^th AGM to be held in the year 2029.

25. AUDITOR'S REPORT

The Statutory Auditor has provided qualified opinion in audit report and justification for the same is mentioned in independent auditor's report for both standalone and consolidated financial statement for the year ended 31.03.2024.

26. BOARD'S REPLY TO AUDITOR'S QUALIFICATION

The observations and comments given in the Auditors' Report read together with notes to accounts are self-explanatory and do not call for any further information and explanation under Section 134(3)(f) of the Companies Act, 2013.

27. SECRETARIAL AUDIT REPORT

The Secretarial Auditor has issued the Secretarial Audit Report for the financial year 2023-24 pursuant to Section 204 of the Companies Act, 2013 which is annexed to the Directors Report (Refer Annexure B).

28. SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively.

29. INTERNAL CONTROL SYSTEMS

The Company has laid down certain guidelines, processes and structure, which enables implementation of appropriate internal financial controls across the organization. Such internal financial controls encompass policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of accounting records and the timely preparation of reliable financial information. Appropriate review and control mechanisms are built in place to ensure that such control systems are adequate and are operating effectively.

30. POLICY

A) WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy establishing vigil mechanism, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy. The policy safeguards the whistle blowers to report concerns or grievances and also provides direct access to the Chairman of the Audit Committee.

B) NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration policy on appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel is disclosed in Annexure A.

C) CORPORATE SOCIAL RESPONSIBILITY (CSR)

Not applicable for the Company

31. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in the Annual Report 2024.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

Relevant details given in notes forming part of financial statements Note 28 B are self explanatory.

33. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return in Form MGT-9 pursuant to Section 92 (3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed as "Annexure C" to this Report

34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Since the Company is not a manufacturing company, the disclosure relating to conservation of energy and technology absorption is not applicable.

The Company does not have any foreign exchange inflow and outgo during the year.

35. DIRECTORS' RESPONSIBILITY STATEMENT

The Board is of the opinion that the Company's internal financial controls were adequate and operating effectively during the financial year 2023-24.

Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. pursuant to Section 134(3)(c) of the Companies Act, 2013 your Directors submit that in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any, has been furnished;

b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31^st March 2024 and of the profit and loss of the Company for that period;

c. the Directors had 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;

d. the Directors had prepared the annual accounts on a going concern basis; and

e. the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

Explanation- For the purpose of this clause, the term "internal financial controls" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information;

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

36. PARTICULARS OF EMPLOYEES

The Company does not have any employee drawing Remuneration as prescribed in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

37. HUMAN RESOURCE & INDUSTRIAL RELATIONS

Industrial Relations were harmonious throughout the year. The Board wishes to place on record their sincere appreciation to the co-operation extended by all employees in maintaining cordial relations and their commitment towards the growth of the Company.

38. ACKNOWLEDGEMENT

Your Directors would like to express their sincere gratitude for the continued support and cooperation extended by Shareholders, Banks, Government Departments, and others, who have contributed to the Company.