Your directors have pleasure in presenting the 34th Annual Report on the business of your company and the
Audited Financial Statements for the year ended on 31st March 2025 thereof. The Business and operations of
the company over the last fiscal year are briefly encapsulated in this Annual Report.
FINANCIAL RESULTS
Financial performance of the Company is detailed in the Financial Statements annexed to this Annual Report.
BUSINESS PERFORMANCE REVIEW
Due to various external, marketing & industry factors, during the financial year under review, the performance
of the company is not as per the business standards set-up by the management. The Board and its
Management has made the postmortem analysis on the performance and the Board of Directors making
tireless efforts for steering the Company in the right direction and exploring the various options for
betterment.
OUTLOOK FOR THE CURRENT YEAR
Your Company is not as per the expectations in spite of continuous efforts to strengthen its stand in the market
and assures you better performance in the years to come.
DIVIDEND
Due to paucity of funds and in absence of profits, the Board could not recommend dividend during the year
under review.
BUSINESS RISK MANAGEMENT
The Company, like any other enterprise, is exposed to business risk which can be internal risks as well as
external risks. The threats to the industry in which the company operates are:
Piracy: Piracy of the produced content, under the purview of intellectual property rights, can adversely
affect revenues and profitability.
Mitigation: Industry members have set up an Antipiracy Society (AACT) to fight the menace.
DEPOSITS
The Company has not accepted deposits covered under Chapter V of the Companies Act, 2013 and accordingly,
the disclosure requirements stipulated under the said Chapter are not applicable.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the year under review, the company has not given any loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act, 2013
CONTRACTS AND ARRANGEMEMENTS WITH RELATED PARTIES
Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014, except the remuneration to managerial personnel, there are no related party transactions to be
disclosed.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith elsewhere in
the Annual Report, and is available in the website of the Company i.e. www.padmalayatelefilms.com
DEMAT SUSPENSE ACCOUNT UNCLAIMED SHARES
As on 31st March 2025, there were no Equity Shares of Shareholders were lying in the Escrow Account due to
non-availability of the correct particulars.
CORPORATE GOVERNANCE
A separate section on Corporate Governance together with a certificate from the Statutory Auditor's
confirming compliance is set out in the Annexure forming part of this report. Your Company is compliant with
the Corporate Governance requirements as per the Provisions of SEBI (Listing Obligations and Disclosures
Requirements) Regulations to a certain extent.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
A Management Discussion and Analysis Report, has been attached and forms part of the Annual Report.
ADDITIONAL INFORMATION AS REQUIRED U/ S 134(3)(m) OF THE COMPANIES ACT, 2013
(a) Conservation of Energy:
(i) details of steps taken by the company for utilising alternate sources of energy, and
(ii) the capital investment on energy conservation equipment's, are - The company is not engaged in
manufacturing activities, and as such the particulars relating to conservation of energy is not
applicable. The company makes every effort to conserve energy as far as possible in its editing
facilities, Production Floors, Office etc.
(b) Technology Absorption, adaptation and innovation:-
(i) The company is not engaged in manufacturing activities, and as such the particulars relating to
Research, Development and technology absorption are not applicable.
(ii) Research and Development (R & D): No research and Development has been carried out.
(c) Foreign exchange earnings: Nil
(d) Foreign exchange out go: Nil
PARTICULARS OF EMPLOYEES
The Directors are to report that none of the employee was in receipt of remuneration exceeding the limit
prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 .
AUDIT COMMITTEE:
Pursuant to the provisions of section 177 of the Companies Act, 2013 the company's Board constituted the
Audit Committee with the following directors (information provided as on 31st March 2025):
> Sri Datla Venkata Narasimha Raju, Independent Director as Chairman of Audit Committee.
> Sri Bharadwaja Thammareddy, Non-Executive - Independent Director
> Smt. Uma Devi Narravula, Non-Executive Independent Director.
STATUTORY AUDITORS
M/s. P Murali & Co., Chartered Accountants (FRN: 007257S), Hyderabad were appointed as Statutory Auditors
of the Company at the 31st Annual General Meeting held on 30th September, 2022, to hold office for a period of
five consecutive years commencing from the financial year 2022-23. In this regard, the said Statutory Auditors
has given the declaration that they meet the criteria to act as the Statutory Auditor and they are not
disqualified to continue as the Statutory Auditors of the Company, and their appointment is in accordance with
the provisions of section 141 of the Companies Act, 2013.
BOARD AND COMMITTEES PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has
carried out an annual performance, the directors individually as well as the evaluation of the working of its
Audit and Nomination & Remuneration Committees.
NUMBER OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR AND THE DATES OF THE BOARD
MEETINGS:
The Board met during the financial year 2024-25 as follows & the dates on which the above-Board meetings
were held are as follows:
30th May 2024, 14th August 2024, 2nd September 2024, 14th November 2024, and 14th February 2025.
DIRECTORS AND INDEPENDENT DIRECTORS
In accordance with the provisions of the Act and Articles of Association of the Company, the Board is duly
constituted. .
Sad demise of Dr. DVN Raju
We regret to inform you the untimely and sad demise of Dr. DVN Raju (DIN: 01887919), Independent Director
of the Company, on Tuesday, 5th August 2025. Your Company was immensely benefited by the valuable pieces
of advice by Dr. DVN Raju on various occasions. His vision & leadership and his long association enabled the
Company to thrive during testing period. His sudden and unexpected passing away will be an irreparable loss
to the Company. All the Directors and employees of the Company convey deep sympathy, sorrow and
condolences to his family.
Appointment /re-appointment of Directors
Re-appointment of Sri. Tammareddy Bharadwaja (DIN: 07332749), as Independent Director of the Company
for a further period of five years:
Pursuant to the provisions of Sections 149, 152 of the Companies Act, 2013 ("Act") Sri. Tammareddy
Bharadwaja was appointed by the Board of Directors as an Additional Director of the Company w.e.f 30th
September 2019 and was regularized as Director as well as Independent Director in the Annual General
Meeting held on 30th September 2020 for a period of five years. Board of Directors in its meeting held on 5th
September 2025, has considered and approved his re-appointment for the second term as Independent
Director, which needs to be ratified by the shareholders of the Company. As per the provisions of the
Companies Act, 2013 with respect to appointment and tenure of the Independent Director, the Independent
Director shall be appointed for not more than two terms of five years each and shall not be liable to retire by
rotation at every AGM. Accordingly, the Independent Director will serve for not more than two terms of five
years each on the Board of the Company. In line with the requirements of the Companies Act, 2013, it is
therefore proposed to re-appoint him as Independent Director on the Board of the Company, again, for
another term upto five consecutive years, commencing from 30th September 2025. A brief profile of proposed
Independent Director, including nature of his expertise, is provided in this Annual Report.
Sri. Tammareddy Bharadwaja shall continue to be the Chairman of the Company.
Re-appointment of Sri. S.Sreenivasa Rao (DIN: 01691043), as Independent Director of the Company for a
further period of five years.
Sri. S Sreenivasa Rao has been on the Board since 2007, and pursuant to the provisions of Sections 149, 152 of
the Companies Act, 2013 ("Act") Sri. S Sreenivasa Rao was appointed by the Board of Directors as Independent
Director in the Annual General Meeting held on 30th September 2020 for a period of five years.
Board of Directors in its meeting held on 5th September 2025, has considered and approved his re-appointment
for the second term as Independent Director, which needs to be ratified by the shareholders of the Company.
As per the provisions of the Companies Act, 2013 with respect to appointment and tenure of the Independent
Director, the Independent Director shall be appointed for not more than two terms of five years each and shall
not be liable to retire by rotation at every AGM. Accordingly, the Independent Director will serve for not more
than two terms of five years each on the Board of the Company. In line with the requirements of the
Companies Act, 2013, it is therefore proposed to re-appoint him as Independent Director on the Board of the
Company, again, for another term upto five consecutive years, commencing from 30th September 2025.
Induction and Regularisation of appointment of Sri. Puskur Ram Mohan Rao (DIN: 01980193) as Director &
Independent Director of the Company
Sri. Puskur Ram Mohan Rao was inducted on the Board of the Company as an Additional Director w.e.f. 2nd
September 2025, and who shall hold the office as an Additional Director till the commencement of this Annual
General Meeting and now it is proposed to regularise his appointment as the Director, and also appointment
him as an Independent Director.
A brief profile of proposed Independent Director, including nature of his expertise, is provided in this Annual
Report.
All Independent Directors have given declarations that they meet the criteria of independence as laid down
under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015. The Company has
received declarations from the Independent Directors of the Company to the effect that they are meeting the
criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and are
available for inspection at the registered office of the Company.
Reconstitution of Committees of the Board of Directors of the Company :
Due to the sad demise of Dr. DVN Raju-Independent Director, and induction of Sri. Puskur Ram Mohan Rao, it is
proposed to re-constitute various committees of the Board of Directors, the same shall be intimated to the BSE
Limited in the due course.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013, with respect to Director's
responsibilities Statement it is hereby confirmed:
a. That in preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b. That 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 ended 31st March, 2025 and of the profit and
loss of the company for that period;
c. That 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;
d. That the directors have prepared the annual accounts on a going concern basis.
e. that proper internal financial controls were in place and that the financial controls were adequate and
were operating effectively;
f. That system to ensure compliance with the provisions of all applicable laws was in place and was
adequate and operating effectively.
POLICIES
Material Subsidiary
During the year ended March 31, 2025, the Company does not have any material listed/unlisted subsidiary
companies as defined in SEBI (LODR) Regulations. The policy on determining material unlisted subsidiary of the
Company is approved by the Board of Directors of the Company.
Vigil Mechanism
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, Pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013, a Vigil Blower Mechanism for directors and employees to
report genuine concerns has been established.
The Board of Directors of the company are committed to maintain the highest standard of honesty, openness
and accountability and recognize that employees have important role to play in achieving the goal. As a public
company the integrity of the financial matters of the Company and the accuracy of financial information is
paramount. The stakeholders of the Company and the financial markets rely on this information to make
decisions. For these reasons, the Company must maintain workplace where it can retain and treat all
complaints concerning questionable accounting practices, internal accounting controls or auditing matters or
concerning the reporting of fraudulent financial information to our shareholders, the Government or the
financial markets. The employees should be able to raise these free of any discrimination, retaliation or
harassment. Pursuant to the policy, employees are encouraged to report questionable accounting practices to
the Chairman of Audit Committee through email or by correspondence through post.
Details of Subsidiaries, Associate Companies, and Joint Venture Companies, including in the consolidated
financial statements:
The Company do not have Subsidiaries, Associate Companies, and Joint Venture Companies. So, the financials
of the Company do not require to be prepared on consolidated basis.
Material changes and commitments affecting the financial position.
During the period under review, there is no event & Material change and commitments affecting the financial
position.
Company's policy on director's appointment & remuneration.
The Company has a policy on Directors' appointment & Remuneration and the same will be implemented
whenever the appointments take place.
Particulars of loans, Guarantees or investments.
During the period under review, there were no loans / Guarantees / Investments taken/provided by the
Company.
Particulars of contract or arrangement with related party
During the period under review, there were no contracts or arrangement with related party except as provided
in the Auditor's Report.
Annual evaluation of its own & Board committees' performance.
The company has a policy on Board & Committees' evolution & performance and the same is being reviewed
on quarterly basis.
Implementation of risk management policy.
The company has a policy on risk management and the same is implemented by the Company to mitigate the
risk in the business.
Policy on CSR initiatives
The Company need not have to make constitute a policy for CSR as the same is not applicable to the Company.
Post Balance Sheet events
Except the said demise of Dr. DVN Raju, and Induction of new Director on the Board as stated above, there are
no material events after the 31st March 2025 till the signing of this Annual Report, which has significant impact
on the business of the Company.
Disclosure about Cost Audit
The requirement of maintaining the cost Audit Records is not applicable to the Company
Disclosure about ESOP and Sweat Equity Share
There are no securities issued on ESOP basis / Sweat Equity.
Familiarisation programme for Independent Directors
Pursuant to the provisions of SEBI (LODR) Regulations, the Company has formulated a programme for
familiarising the Independent Directors with the company, their roles, rights, responsibilities in the company,
nature of the industry in which the company operates, business model of the company etc through various
initiatives.
Key Managerial Personnel
Sri. GV Narasimha Rao (DIN: 01763565) - Executive Director of the Company is the Chief Executive Officer of
the Company (CEO), Sri. MVRS Suryanarayana, Chief Financial Officer (CFO) & Compliance officer of the
Company, are the Key Managerial Personnel in accordance with the Section 203 of the Companies Act, 2013.
Related Party Transaction
Policy on dealing with Related Party Transactions is approved by the Board. No related party transactions were
entered into during the financial year under review, except remuneration to managerial personnel, there are
no materially significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with the interest of the
Company at large. The same was discussed by the Audit Committee as also the Board. The policy on Related
Party Transactions as approved by the Board. Except the Executive Director w.r.t. the remuneration in the
capacity of Director, none of the Directors has any pecuniary relationships or transactions vis-a-vis the
Company.
Internal Financial Controls
The Company has in place adequate internal financial controls with reference to financial statements. Periodic
audits are undertaken on a continuous basis covering the operations. Reports of internal audits are reviewed
by management from time to time and desired actions are initiated to strengthen the control and effectiveness
of the System.
Depository System
Your Company's equity shares are tradable compulsorily in electronic form and your Company has connectivity
with both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Service
(India) Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment)
Regulations, 2018, vide Gazette notification dated 8th June, 2018 & 30th November, 2018 mandated that Share
transfer shall be mandatorily carried out in dematerialized form only w.e.f. from 1st April 1, 2019. In view of
the numerous advantages offered by the Depository System, members are requested to avail the facility of
Dematerialization of the Company's shares on either of the Depositories mentioned as aforesaid.
Corporate Governance Report
Your Company has taken adequate steps to adhere to all the stipulations laid down in 27 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulation, 2015. A report on the Corporate Governance is included
as a part of this report. Certificate from the Secretarial Auditors of the company M/s. Puttaparthi Jagannatham
& Co, Company Secretaries, Hyderabad, with respect to the compliance with the conditions of Corporate
Governance as stipulated under above regulations is included elsewhere in the Annual Report.
Secretarial Audit and Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 ("the Act"), the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), as amended, the
Board of Directors, based on the recommendation of the Audit Committee, has approved the appointment of
M/s. Puttaparthi Jagannatham & Co., Company Secretaries, a peer-reviewed firm based in Hyderabad, as the
Secretarial Auditors of the Company for a continuous term of five (5) consecutive financial years, commencing
from FY 2025-26 through FY 2029-30, subject to approval of the shareholders.
The Secretarial Audit Report for the financial year ended 31st March 2025, issued by M/s. Puttaparthi
Jagannatham & Co., Company Secretaries, is annexed to this Report as Annexure I and forms an integral part of
this Annual Report.
Explanation to the qualifications mentioned in the Secretarial Audit Report in Form MR-3 obtained from
M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad:
The Secretarial Auditors i.e., M/s. Puttaparthi Jagannatham & Co, Company Secretaries, Hyderabad, has made
qualifications in their Secretarial Audit Report, regarding the instances of non-filing/delay in filing of
compliances with the Stock Exchange during the financial year and others; The Company shall be cautious in
future in this regard, and shall adhere to the Compliance. The Company has set in place the compliance
adherence mechanism as on the date of this report and is reviewed quarterly to achieve 100% compliance
status.
Disclosures pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
The details of remuneration paid to the Managerial Personnel are as under -
1. The Disclosures pursuant to sub-rule (1) of Rule 5 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are forms part of the Board's Report.
2. The Disclosures pursuant to sub-rule (2) of Rule 5 of The Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, in respect of employees of the Company forms part of the
Board's Report.
Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for
selection and appointment of Directors, Senior Management and their remuneration. The details pertaining to
criteria for determining qualifications, positive attributes and independence of a Director and remuneration
policy have been provided in Section of the attached Corporate Governance Report.
Significant and Material Orders Passed by the Regulators or Courts
There are no significant material orders passed by the Regulators/Courts which would impact the going
concern status of the Company and its future operations.
Reply to the Qualifications / Reservation in the Audit Report / Secretarial Audit Report
Statutory Auditors of the Company, has made the following qualification / reservations on the financial
statements for the period ended on 31st March 2024, and the reply of management is as follows:
1. The Company has not paid the GST liability of Rs. 56.06/-(in lakhs) upto 31st March 2025.
Management's Response:
The GST liability as on 31st Mach 2025, could not be paid due to the suspension of the registration of
the GST registration. The company made appeal and it is under active consideration of the department
for restoration of the same. On resolving of the issue, the company will proceed to affect the
payments.
2. The Company has not submitted the physical verification reports of inventory aggregating to Rs.
13,13.14/-(in lakhs) as at 31st March 2025, and we are unable to obtain sufficient appropriate audit
evidence regarding the physical existence and valuation of Inventory. In the absence of alternative
corroborative evidence, we are unable to comment on carrying value of inventory and realizable value
of the same.
Management's Response:
The amount has been spent by the company over the past years and the company does not have any
inventory to be valued as on date as the inventory pertains to the production of films in the past and it
is not practically verifiable at this point of time due to practical difficulties involved in the typical film
production.
3. The Company has not submitted the confirmations of Trade Payables and Trade Receivables of Rs.
36.00/- (in lakhs). In the absence of alternative corroborative evidence, we are unable to comment on
the extent to which such balances are payable ore receivable.
Management's Response:
The company as per customary practice has issue letters to the trade creditors as well as to the Trade
debtors and no response has been received and as such the company is not able to confirm the actual
balances.
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal committee
has been set up to redress the complaints received regarding sexual harassment at workplace. All employees
including trainees are covered under this policy.
PERSONNEL
The relationship between the management and the staff was very cordial throughout the year under review.
Your directors take this opportunity to record their appreciation for the cooperation and loyal services
rendered by the employees.
ACKNOWLEDGEMENTS
Your directors place on records their appreciation of the continuous assistance and co-operation extended to
your Company by the valued customers, bankers, Reserve Bank India, SEBI, Bombay Stock Exchange Limited &
National Stock Exchange of India Limited and all other regulatory Authorities. The Directors also sincerely
acknowledge the significant contributions made by all the employees for their dedicated services to the
Company.
By Order of the Board of Directors
For PADMALAYA TELEFILMS LIMITED
Sd/- Sd/-
G.V.Narasimaha Rao S Sreenivasa Rao
CEO & Executive Director Director
(DIN: 01763565) (DIN : 01691043)
Sd/-
Place: Hyderabad MVRS Suryanarayana
Date: 5th September 2025 CFO & Compliance Officer
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