To

The Members

Your Directors have pleasure in presenting their 23^rdAnnual report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.

1. FINANCIAL RESULTS:

The Financial Performance of your Company for the year ended March 31 2017 issummarized below:

2. OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

During the year under review the Company's performance has been drastically declinedand recorded a total Income of INR 1706.30 lakhs as against INR 5100.86 lakhs in theprevious year.

3. DIVIDEND:

Due to losses your directors do not propose any dividend for the financial year2016-17.

3. RESERVES:

There are no amounts transferred to Reserves during the year under review.

4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR:

During the year under review the revenue of the company has been drastically declined.

Revenue of the company has been drastically reduced due to following reason:-

• Due to Demonetization TVC revenue has decreased as mass was out of cash andeconomy was imbalance and hence TVC couldn't perform their motive in revenue recognition.

• Contract with Sahara India Ltd was terminated as there was no scope of revenueon the channel.

Your Directors are continuously looking for avenues for future growth of the Company inthe Broadcast management and Content Syndication business.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34 of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Management discussion and Analysis Report is enclosedas a part of this Annual Report.

6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary joint ventures and associate company.

7. DEPOSITS:

During the financial year your Company has not accepted any deposit within the meaningof Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

8. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 theDirectors' state that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.

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

10. CORPORATE GOVERNANCE:

Your Company has complied with Regulation 34 of SEBI (Listing Obligations andDisclosure Regulations) Requirements 2015 of the stock exchanges. A report on CorporateGovernance as stipulated under Regulation 34 of SEBI (Listing Obligations and DisclosureRegulations) Requirements 2015 along with Independent Auditor's Certificate on compliancewith the Corporate Governance forms part of this Annual Report.

11. RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy duly approved by the Board and isoverseen by the Audit Committee of the Company on a continuous basis to identify assessmonitor and mitigate various risks to key business objectives.

12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has a well-placed proper and adequate internal financial control systemwhich ensures that all assets are safeguarded and protected and that the transactions areauthorised recorded and reported correctly. The Company's internal financial controlsystem also comprises due compliances with Company's policies standard operatingprocedures and audit and compliance by an in house internal audit division supplementedby internal audit checks The Company has in place adequate internal financial controlswith reference to financial statements. During the year such controls were tested and noreportable material weakness in the design or operation was observed.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review the following changes occurred in the composition ofBoard of Directors:

• Mr. Ratish Tagde (DIN: 00024465) resigned from the company on August 10 2016.

• Mr. Kamlesh Bhanushali (DIN: 02921716) resigned from the post of Chairman andWholetime Director of the Company on September 23 2016.

• Mr. Anurag Batra (DIN: 01050045) Mr. Kamal Shah (DIN: 06900065) Mr. AmitSaxena (DIN: 07019727) Mr. Ravindra Peepat (DIN: 07328112) and Mr. Sandeep Chauhan (DIN:01576545) was regularized as a Non-executive Independent Director of the Company in AnnualGeneral Meeting held on September 30 2016.

• Mr. Arun Aggarwal (DIN: 01918638) was regularized as a Executive Director inAnnual General Meeting held on September 30 2016.

• Mr. Aman Thukral (DIN: 07350818) was regularized as a Non-executive NonIndependent Director in Annual General Meeting held on September 30 2016

• Mr. Jignesh Maganlal Patel (DIN: 07114651) was designated as a AdditionalDirector of the Company on October 20 2016.

• Ms. Aparna Shah (DIN: 07131194) resigned from the board on October 20 2016.

• Mr. Murad Khetani (DIN: 05241933) resigned with effect from November 28 2016.

• Ms. Aparna Shah (DIN: 07131194) & Ms. Shivani Jaisingh (DIN: 06462542) wereappointed as Additional Director on November 28 2016 and they tendered their resignationw.e.f February 6 2017.

• Ms. Aparna Shah (DIN: 07131194) Mr. Padmakant Shah (DIN: 07133195) Mr.Shivanshu Pandey (DIN: 06916787) and Mr. Arun Kareer (DIN: 07496498) was designated asAdditional Directors of the Company with effect from March 2 2017.

Changes that took place Post financial year;

• Mr. Vishal Gurnani (DIN: 02225727) resigned as Chairman and Managing Directorw.e.f. June 8 2017.

• Ms. Aparna Shah (DIN: 07131194) resigned as an Executive Director w.e.f. June 82017.

• Mr. Aman Thukral (DIN: 07350818) Non-executive Non-Independent Directorresigned from the Board w.e.f. June 24 2017.

• Mr. Kamal Shah (DIN: 06900065) Mr. Amit Saxena (DIN: 07019727) Non-executiveIndependent Directors resigned from the Board w.e.f. June 24 2017.

• Mr. Ravindra Peepat (DIN: 07328112) Non-executive Independent Dircetor resignedfrom the Board w.e.f. June 26 2017.

• Mr. Arun Aggarwal (DIN: 01918638) an Executive Director resigned from the Boardw.e.f. June 26 2017.

• Mr. Arvind Agarwal (DIN: 03343263) Non-executive Non-Independent Directorresigned from the Board w.e.f. June 30 2017.

None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The Company has receiveddeclarations from Independent Directors of the Company stating that they have meetcriteria of independence as mentioned under Section 149(6) of the Companies Act 2013.

14. BOARD AND BOARD COMMITTEES:

The details of Board Meetings held during the year attendance of the directors at themeetings and details of all the Committees along with their charters composition andmeetings held during the year are provided in the "Report on CorporateGovernance" a part of this Annual Report.

15. MANAGERIAL REMUNERATION:

Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as "Annexure A".

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/s 186:

The Company has not granted any loans or given guarantees or made any investmentscovered under the provisions of Section 186 of the Companies Act 2013

17. RELATED PARTY TRANSACTIONS:

During the financial year your Company has not executed any transactions with relatedparties as defined under Section 2(76) of the Companies Act 2013 read with Companies(Specification of Definitions Details) Rules 2014. During the financial year there wereno transactions with related parties which qualify as material transactions under theListing Agreement.

Your Company has framed a Policy on materiality of related party transactions anddealing with related party transactions as approved by the Board. The same can beaccessible on the Company's website at the www.trilogicdigitalmedia.com

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR):

During the year the company has not made any expenditure on CSR. The Company hasidentified CSR projects/activities which are under scrutiny near the end of the year andif satisfied will be spending the required proposed CSR amount during the course of thenext year.

The Annual report on CSR activities in accordance with the Companies (Corporate SocialResponsibility Policy) Rules 2014 is set out in "Annexure F" in this Report.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as below:

• Energy Conservation: Company working in such business segment which does notrequire it to take steps for energy conservation.

• Technology Absorption: company working in such business segment which does notrequire to take steps for Technology Absorption.

• Foreign Exchange Earnings and Outgo: During the period under review there was noforeign exchange earnings or out flow.

21. STATUTORY AUDITORS:

At the Annual General Meeting held on September 22 2015 M/s. Subramaniam Bengali &Associates. Chartered Accountants were appointed as Statutory Auditors of the Company tohold office till the conclusion of fifth consecutive Annual General Meeting of the companyon such remuneration as may be determine by the Board after discussion with AuditCommittee and the Auditors.

In terms of the provision of Section 139 of the Companies Act 2013 the appointment ofthe auditors shall be placed for ratification at every Annual General Meeting.Accordingly appointment of M/s. Subramaniam Bengali & Associates CharteredAccountants as Statutory Auditors of the Company is placed for ratification by theshareholders.

The Company has received letters from them to the effect that their re-appointment ifmade would be within the prescribed limits under Section 141(3)(g) of the Companies Act2013 and that they are not disqualified for re-appointment.

The Board recommends ratification of the appointment of M/s. Subramaniam Bengali &Associates at the ensuing Annual General Meeting of the Company.

22. AUDITORS' OBSERVATION & REPORT:

The observation made in the Auditors' Report read together with relevant notes thereonare selfexplanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

23. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has appointedMrs. Amita Karia Practicing Company Secretary for conducting secretarial audit of theCompany for the financial year.

The Secretarial Audit Report is annexed herewith as "Annexure C".

The comments of the auditor are self-explanatory. The company has made payment todirectors as professional fees and not as remuneration. The company is looking out forappropriate candidate for the position of CS. The Company shall strive to ensure that bestcorporate governance practices are identified adopted and consistently followed infuture.

The Company shall strive its best to adhere to the corporate governance practice.

24. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "AnnexureD" to this Report.

25. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year no complaints werereceived by the Company related to sexual harassment.

26. CHANGE OF REGISTERED OFFICE OF THE COMPANY:

During the financial year the company has shifted its registered office to 5th floorBlue wave building Off new link road Opp. laxmi industrial estate Andheri (West)Mumbai - 400 053 w.e.f. October 20 2016 within the local limits of same town city orvillage.

27. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to investorEducation and Protection Fund (IEPF).

28. MISCELLANOUS:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Issue of equity shares with differential right as to dividend voting orotherwise.

• Issue of Shares (Including sweat equity shares) to employees of the Companyunder any scheme. The managing director receives remuneration as detailed in the annexurebelow.

29. ACKNOWLEDGEMENTS:

The Board of Directors wish to acknowledge the continued support and co-operationextended by the Securities and Exchange Board of India Reserve Bank of India StockExchanges Ministry of Corporate Affairs other government authorities Bankers materialsuppliers customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciationfor the dedicated efforts of the employees of the Company at all the levels.