To

The Members

Mid Valley Entertainment Limited

Your Directors present their Twenty Ninth Report of the Company together with theAudited Statement for the year ended 31st March 2018:

FINANCIAL RESULTS

BUSINESS & PERFORMANCE:

During the year there was no operations resulting net loss before tax (PBT) of Rs.79946459 for the year.

FUTURE PROSPECTS:

Our Business:

Content; Content and Content

We have started aggregating content

We will place content in any medium or platform

We will expand internationally as we have no language or geography limitation

Project - World TV

Any where i.e any place

Any time (on demand and non liener)

Any medium (TV/mobile/cinema screens/OOH)

Any delivery (Catv/ip/Cellular)

We would like to let you know that we will first in the world to implement thisproject.

Consumers through

Cable TV

Internet providers (set top box/dongle)

Mobile (as app OTT)

The Company has entered into in-principle Memorandum of Understanding with DelinetBroadband Private Limited for creating content delivery infrastructure for implementingIPTV and other convergent services using CATV infrastructure on 06.06.2018 on certainterms and conditions.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31 2018 was Rs.342245690. No additionsand alterations to the capital were made during the financial year 2017-18.

DIVIDEND:

Your Directors have not recommended any dividend for the financial year in view of thelosses incurred.

TRANSFER TO GENERAL RESERVE

Your Company does not propose any transfer of funds to the General Reserve.

POLICY ON SEXUAL HARASSMENT

The company has a policy in prevention & prohibition of sexual harassment atworkplace. However the company is in the process of constituting a committee for the same.The policy provides for protection against sexual harassment of women at workplace and forprevention and re-dressal of such complaints.

During the year no complaints have been received under the policy and the policy canbe viewed in the website on the Company www.mvel.co.in .

SUBSIDIARY COMPANIES:

The company had two subsidiary companies and one associate Company as under:

There were no operations in the subsidiaries and the Associate Companies hence AOC-1is not attached.

CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATIONREQUIRED UNDER THE COMPANIES ACT 2013 AND SEBI (LODR) REGULATIONS 2015:

Corporate governance is for the year is attached separately.

various information required to be disclosed under the Act and the Listing Agreement isset out in the Annexure - 1and forms part of the report.

TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE INFLOW & OUTGO

Company's business does not require any technology absorption and hence no reporting isrequired to be furnished under this heading.

Foreign exchange inflow and outflow during the year is Nil.

CORPORATE SOCIAL RESPONSIBILITY:

CSR provisions are not applicable to the Company

BOARD EVALUATION:

The Nomination and Remuneration Committee has laid down the criteria for performanceevaluation of independent directors Board of Directors and Committees of the Board.

DEPOSITS:

Your company has not accepted any deposits from the public during the year underreview. There are no outstanding deposits as on 31^st March 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNAEL:

The Directors and key managerial personnel of the Company are as under:

*The office of Directors Datu K Keetheeswaran and R Chandrasegaran was vacated.

**Ms.Homasamanvitha shall be non-Executive Director and being confirmed in the ensuingAnnual General Meeting.

Statutory Auditor:

R. Lakshmi Narayanan Chartered Accountant (Reg No.204045) have been appointed at theAnnual General Meeting held for the Financial year 2015-16 from the conclusion of the 26^thAnnual General Meeting to the conclusion of the 30^th Annual General Meeting ofthe Company.

Reply to the observations made by the Statutory Auditor:

Statutory Auditor has made the following observations in the report:

According to information given to me and explanations provide the company is notregular in depositing undisputed statutory dues including income tax deducted at sourcesales tax duty of customs duty of excise cess and other statutory dues with appropriateauthorities. The company has to pay the income tax and fringe benefit tax(FBT) for theyears ended march 312006200720082009 and 2010 amounting toRs.3642653/-Rs.57540364Rs.3511732 Rs.4776704 Rs.7766000 respectively and FBTof Rs165000 (excluding interest) and TDS of Rs.990125 ESI PF and professional tax ofRs.133849 respectively.

According to the information and explanation given to me and explanations given to methe company is liable to pay Rs.61.71 lakhs together with interest due for the delayedpayment of tax in respect of income tax relating to assessment year 2002-2003 which ispending before the first level of appeal viz. CIT(APPEALS) CHENNAI

Director's comments:

The Directors are taking necessary steps for making payments the statutory authorities

SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. P.S Srinivasan Practicing Company Secretary (CP No.1090 FCS:3122) toundertake the secretarial audit of the company for the financial year ended 31^stMarch 2018 (FY 2017-18). The Secretarial Audit Report is annexed herewith as Annexure-5.

Reply to the observations made by the Secretarial Auditor:

Secretarial Auditor has made the following observations in the report:

We further report that on examination of the relevant documents and records theCompany has been regular in complying with the provisions of the Act Rules Regulationsmentioned above except the following observations:

1. There has been certain delay in filing forms and Annual returns of the Company.

2. There was no proper physical quorum for all accounts meeting since the foreigndirectors participated only through video conferencing.

3. No E-voting facility was provided by the management since the shares were suspendedfrom NSDL/CDSL.

4. Appointment of Independent Auditors

Director's comments:

The Directors are taking necessary steps in the near future to regularize theappointment of Independent Auditors avoid delays in filing forms providing e-votingfacilities to the shareholders and maintain proper quorum.

INTERNAL AUDITORS:

The Company is yet to appoint an internal auditor and the Directors are taking stepsfor appointing the same.

NUMBER OF BOARD MEETINGS:

During the Financial Year 2017- 2018 five Meetings of the Board of Directors and thereis no gap of more than 120 days as prescribed under section 173(1) of the Act.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors confirm:

That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures

That your Directors have selected such accounting policies and applied them and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year March 31 2018 andof the profit of the company or the financial year;

That your Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.

That your Directors have prepared the annual accounts on a going concern basis

That your directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

That your directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.