Directors Report of BAG Films & Media Ltd.

Mar 31, 2025

The Board of Directors ("the Board") is delighted to present the 32^nd Annual Report on business and operations of B.A.G. Films and
Media Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31,2025.

1. FINANCIAL PERFORMANCE

The financial performance of the Company for the financial year ended March 31,2025, is summarized as below:

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Income	3,817.80	3,672.68	13,996.31	13,357.99
Total Expenditure other than Financial Costs and Depreciation	3,160.33	2,969.43	11,523.60	11,031.67
Profit before Depreciation & Financial Charges	657.48	703.25	2,472.71	2,326.32
Financial Charges	364.58	378.18	837.16	1,005.84
Depreciation and Amortisation Expense	138.72	173.55	411.29	478.33
Profit before Tax	154.18	151.52	1,224.26	842.15
Provision for Tax	45.23	46.71	225.23	165.02
Profit after Tax	108.95	104.81	999.03	677.13
Proposed Dividend	Nil	Nil	Nil	Nil

Notes:

I. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year
and the date of this report.

II. Previous year figures have been regrouped / re-arranged wherever necessary.

III. There has been no change in the nature of business of the Company between the end of the financial year and the date of this report.

2. RESULT OF OPERATIONS AND STATE OF COMPANY''S
AFFAIRS

During the year under review, the Standalone revenue
from operations of the Company was Rs. 3,814.28 Lakhs
against Rs. 3,595.08 Lakhs during the previous financial
year. As per the Consolidated Accounts, the total income
increased from Rs. 13,357.99 Lakhs to Rs. 13,996.31
Lakhs during the year. There was standalone EBIDTA of
Rs. 657.48 Lakhs as against Rs. 703.25 Lakhs in previous
year, whereas the Consolidated EBIDTA increased from Rs.
2326.32 Lakhs to Rs. 2,472.71 Lakhs during the year.

The Consolidated Profit after Tax improved by 47.53%
from year 2023-24 to 2024-25 due to fall in financial
charges and rise in the total revenue.

The Company holds the unique distinction of producing
programmes of all genres. We are proactive with our

content pipeline and endeavor to hit new genres before
the market evolves. The Company continues to focus on
digital medium in every part of the business to stay in tune
with technological advancements and drive efficiencies
across the value chain. We are looking forward to an
opportunity of renewed growth in the sector, which will
allow us to deliver better quality content to consumers.

The Company with a rich industry presence of over
30 years, remains committed to its purpose of quality
content for different age groups, formats, media and
news and non-news platforms.

Our in house expertise along with strong partnerships
in the content creation, aggregation and distribution
system enabled us to remain competitive and sustain in
these unprecedented times. The Company plays a crucial
role in better placement and distribution of TV channels
and thereby optimizes costs for the Company.

BAG create content across mediums i.e. TV, Movies and
OTT as well as across genres to cater to the entertainment
needs of our viewers across age groups.

BAG continues to shape regional media narratives while
adapting to digital trends. Want a visual timeline of
their growth or a comparison with other Indian media
companies.

During the year under review, the Company has produced
successful programmes like Amne Samne, Sabse Bada
Sawal, News Shatak, Mahaul kya hai, Rastra Ki Baat, 10 ki
10 Breaking, Kalchakra, Bollywood Reporter, U, Me aur
TV, Insta Stalker, Bollywood Top 10, Aradhana, Jhakaas
Morning, Bhangra Junction, Hots Hits, Party on my mind,
Karaare Hits, Dil Dhadhakne Do across different channels
and strengthened its presence.

3. FINANCIAL STATEMENTS

The annual audited standalone and consolidated
financial statements of the Company for the financial year
2024-25, which form a part of this Annual Report, have
been prepared in accordance with the provisions of the
Companies Act, 2013 (''the Act''), Regulations 33 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (''the SEBI Listing Regulations'') and the
Indian Accounting Standards (Ind AS).

4. SHARE CAPITAL

During the year under review, there was no change in
the authorized and paid-up equity share capital of the
Company. The paid up equity share capital as on March
31,2025 was Rs. 395,836,180/- (including calls in arrear of
Rs. 170,341/-) divided into 197,918,090 equity shares of
Rs. 2/- each.

During the year under review, the Company has not
issued any:

a) shares with differential voting rights

b) sweat equity shares.

5. DIVIDEND

The Directors are of the view that resources of the
Company need to be conserved for its future growth
plan and hence do not recommend any dividend for the
financial year 2024-25.

6. GENERAL RESERVE

The Company has not transferred any amount to General
Reserve for the financial year ended March 31,2025.

7. DEPOSITS

During the year under review, the Company has not
accepted or renewed any amount falling within the

purview of Section 73 of the Act read with the Companies
(Acceptance of Deposit) Rules, 2014. Hence, the
requirement of providing details relating to deposits as
also of deposits which are not in compliance with Chapter
V of the Act, is not applicable.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCTION AND PROTECTION FUND

During the year under review, the Company has no
unclaimed and/or unpaid dividend amount, which
remain unclaimed or unpaid for a period of seven years
or more.

Any shareholder whose shares or unclaimed dividend
have been transferred to the Fund, may claim under
provision to Section 124(6) or apply for refund under
Section 125(3) or under proviso to Section 125(3), as the
case may be, to the Authority by making an application
in Web Form IEPF - 5 available on website at www.iepf.
gov.in.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Composition of Board of Directors:

As on March 31,2025, the Company has six Directors
comprising of three Independent Directors, two
Non-Executive Directors and one executive as a
Chairperson and Managing Director (CMD), details
thereof have been provided in the Corporate
Governance Report. Ms. Anuradha Prasad Shukla,
CMD, and Ms. Anamika Sood, Non-Executive
Independent Director are women Directors in the
Board of the Company.

In the opinion of the Board, all the directors, as
well as the directors appointed / re-appointed
during the year under review, possess the requisite
qualifications, experience and expertise and hold
high standards of integrity. Criteria for determining
qualification, positive attributes and independence
of a director is given under the NRC Policy.

In terms of the requirement of the SEBI Listing
Regulations, the Board has identified core skills,
expertise, and competencies of the Directors in the
context of the Company''s businesses for effective
functioning. The list of key skills, expertise and core
competencies of the Board of Directors is detailed in
the Corporate Governance Report.

(ii) Key Managerial Personnel:

As on March 31,2025, the Key Managerial Personnel
(KMPs) of the Company as per Section 2(51) read
with section 203 of the Act were as follows:

Name	Designation
Ms. Anuradha Prasad Shukla	Chairperson and Managing Director
Mr. Ajay Jain	Chief Financial Officer
Mr. Ajay Mishra	Company Secretary and Compliance Officer

During the year under review, Mr. Rajeev Parashar
has resigned from his post of Company Secretary
and Compliance officer with effect from May 31,
2024 and the Board has appointed Mr. Ajay Mishra as
new Company Secretary and Compliance officer of
the Company with effect from June 1,2024.

(iii) Appointment/ Re-appointment of Directors

Based on the recommendation of the Nomination
and Remuneration Committee ("NRC"), the Board
approved/recommended the appointment/re-
appointment of the following Directors, during the
FY 2024-25 and such appointment/ re-appointment
were also approved by the Members of the Company
at the 31^st Annual General Meeting held on August
28, 2024 ("31^st AGM"):

1. Ms. Anamika Sood (DIN: 10629116) was
appointed by the Board as an Additional
Director under the category of Non-Executive
Independent Director with effect from May 29,
2024, and she was appointed as a Non- Executive
Director of the Company at the 31^st AGM. The
Members also approved the appointment of Ms.
Anamika Sood as an Independent Director of the
Company for a term of five years commencing
from May 29, 2024 up to May 28, 2029.

The Board affirmed that Ms. Anamika Sood meet
the criteria of independence as provided in
Section 149(6) of the Act, including rules framed
thereunder, as well as Regulation 16(1)(b) of the
SEBI Listing Regulations.

2. Mr. Arshit Anand (DIN: 08730055), Non-Executive
Independent Director, was re-appointed as
Non-Executive Independent Director by the
Members of the Company at the 31^st AGM, for
a second term of five years commencing from
April 01,2025 up to March 31,2030.

3. Mr. Sanjeev Kumar Dubey (DIN 03533543), Non¬
Executive Director of the Company, who retired
by rotation in terms of Section 152(6) of the Act
was re-appointed at the 31^st AGM.

4. Ms. Anuradha Prasad Shukla (DIN:00010716)
Chairperson and Managing Director of
the Company was further re-appointed as
Chairperson and Managing Director by the
Members of the Company at the 31^st AGM for a
period of five years commencing from April 01,
2025 up to March 31, 2030.

In line with the provisions of section 152 of the Act
and the Articles of Association of the Company, Ms.
Anuradha Prasad Shukla (DIN: 00010716), Director
liable to retires by rotation at the ensuing 32^nd AGM
of the Company and being eligible, has offered her¬
self for re-appointment.

Brief details of Directors proposed to be appointed
/ re-appointed as required under Regulation 36 of
the SEBI Listing Regulations and Secretarial Standard
2 will be provided in the Notice of the ensuing 32^nd
AGM of the Company.

(iv) Declaration from Independent Directors

The Company has received declarations from all
the Independent Directors under Section 149(7)
of the Act and Regulation 25(8) of the SEBI Listing
Regulations confirming that they meet the criteria of
independence as prescribed thereunder.

The Independent Directors have complied with
the Code for Independent Directors prescribed
under Schedule IV of the Act and the SEBI Listing
Regulations. The Board is of the opinion that the
Independent Directors of the Company possess
requisite qualifications, experience and expertise
and they hold highest standards of integrity.

In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have
confirmed that they are not aware of any
circumstance or situation that exists or may be
reasonably anticipated that could impair or impact
their ability to discharge their duties with an objective
independent judgment and without any external
influence. The Directors have further confirmed that
they were not debarred from holding the office of
the director under any SEBI order or any other such
authority.

In a separate meeting of independent directors,
performance of non-independent directors,
performance of the Board as a whole and
performance of the chairperson was evaluated,
taking into account the views of executive director
and non-executive directors. Performance evaluation

of independent directors was done by the entire
Board, excluding the independent director being
evaluated. Details of Familiarization Programme for
the Independent Directors are provided separately
in the Corporate Governance Report which forming
part of this Annual Report.

The Company familiarizes the Independent
Directors of the Company with their roles, rights,
responsibilities in the Company, nature of the
industry in which the Company operates, business
model and related risks of the Company, etc. The
brief details of the familiarization programme are
put up on the website of the Company at https://
bagnetwork24.in/pdf/Familiarization-Program-for-
Independent-Directors.pdf.

10. COMMITTEES OF THE BOARD

The Board is responsible for constituting, reconstituting,
appointing the Committee Members and also defining
its Charters. The Board Committees play a crucial role in
the governance structure of the Company and have been
constituted to deal with specific areas/activities which
concern the Company and needs a closer review.

The Board Committees are set up under the formal
approval of the Board to carry out clearly defined roles
which are considered to be performed by members of the
Board. The terms of reference of Board Committees are
determined by the Board from time to time. All decisions
and recommendations of the Committees are placed
before the Board for information or approval.

As mandated by the SEBI Listing Regulations and
applicable provisions of the Act, the Company has
constituted the following statutory committees:

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

D. Risk Management Committee

The functioning of these Committees is regulated by the
mandatory terms of reference, roles and responsibilities
and powers as provided in the Act, the SEBI Listing
Regulations and other applicable regulations.

Other key Committees constituted by the Company are:

E. Securities Committee

F. ESOP Compensation Committee

In addition, the Board also constitutes specific committees,
from time to time, depending on the business exigencies.
The terms of reference of the Committees are reviewed
and modified by the Board from time to time. Meetings
of each Committee are convened by the respective
Committee Chairman.

The minutes of the meetings of all these Committees
are placed before the Board for noting. The Company
Secretary acts as the Secretary of these Committees.

Details of all the Committees such as terms of reference,
composition, and meetings held during the year under
review are disclosed in the Corporate Governance Report,
which forming part of this Annual Report.

11. MEETINGS OF THE BOARD

The Board meets on regular interval to discuss and decide
on the Company/business policy and strategy apart from
other Board matters. During the year under review, the
Board of Directors of your Company met six times. The
intervening gap between the Meetings was within the
period prescribed under the Act and the SEBI Listing
Regulations. The details of Board meetings and the
attendance of the Directors are provided in the Corporate
Governance Report, which forming part of this Annual
Report.

12. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) and
134(5) of the Act with respect to Directors'' Responsibility
Statement, the Directors confirm that: -

a) In the preparation of the annual financial statements for
the financial year ended March 31, 2025, the applicable
accounting standards had been followed along with
proper explanation related to material departures;

b) They 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 as at March
31, 2025 and of the profit of the Company for that year
ended on that date;

c) They 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) They have prepared the annual accounts of the Company
on a ''going concern'' basis;

e) They have laid down proper internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

f ) They have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

13. SUBSIDIARY COMPANIES

The Company has four subsidiaries as on March 31,2025.
There is no associate company within the meaning of
Section 2(6) of the Act.

There is no changes in number of subsidiaries of the
Company either by acquisition or otherwise during the
year under review. The details of the business of key
operating subsidiaries during FY 2024-25 are given in
the Management Discussion and Analysis Report, which
forms part of this Annual Report.

News24 Broadcast India Limited

News24, a 24 hours National Hindi free to air Hindi news
channel operating under its subsidiary, News24 Broadcast
India Limited, has consistently maintained healthy market
share in Hindi News Genre and is available throughout
India on cable and DTH platforms includes Tata Play, Dish
TV, and Airtel Digital. In the age of social media, News24
has been able to maintain its credibility and has gained
immense of popularity.

News24 is immensely popular on digital and social
platform like Facebook, YouTube, Twitter, etc.

News24, is also available throughout West Asia and the
MENA Region on DU network across Middle East and
North Africa including Algeira, Baharin, Chad, Djibouti,
Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania,
Morocco, Oman, Qatar, Saudia Arabia, Somalia, North
Sudan, Syria, Tunisia, U.A.E. & Yemen.

The Company further strengthened its presence in
the Hindi heartland with the populority of its regional
News channel - NEWS24 MPCG through its subsidiary
News24 Broadcast India Limited. Madhya Pradesh (MP) &
Chhattisgarh (CG) is one of the key news markets which
have a population of roughly more than 150 million
and their news appetite has been growing unceasingly.
NEWS24 MPCG has become the leading Hindi News
Channel in Madhya Pradesh & Chattisgarh.

E24 Glamour Limited

E24, a 24 hours Entertainment channel operating through
its subsidiary E24 Glamour Limited. E24 is available
throughout Hindi speaking market (HSM) on cable and
on DTH platforms such as Airtel & Tata Play.

E24, is also available throughout West Asia and the
MENA Region on DU network across Middle East and
North Africa including Algeira, Baharin, Chad, Djibouti,
Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania,
Morocco, Oman, Qatar, Saudia Arabia, Somalia, North
Sudan, Syria, Tunisia, U.A.E. & Yemen.

E24 helps build deep rooted connection of people from
India - subcontinent to their homeland.

The music and news genre has been facing considerable
heat and stiff competition from digital and social media
platforms. This competition along with increased cost of
music royalties has rendered streaming music and related
content unviable, forcing a re-jig into content planning.
Your channel focused on regional movies and content to
reduce costs and dependence on Bollywood contents.

Skyline Radio Network Limited

The Company has FM radio stations, on frequency 106.4
operating through its subsidiary Skyline Radio Network
Limited in Hissar, Karnal, Patiala, Ranchi, Muzaffarpur,
Dhule, Jalgaon, Ahemednagar, Simla and Jabalpur. The
management is exploring various options to sustain and
build revenues. The Company is exploring collaboration
with other radio players in order to increase revenues and
optimise costs.

BAG Network Limited

The BAG Network Limited is a wholly owned subsidiary of
the Company. The Company is dormant and like previous
year has not carried out any business during the year.

The Company has adopted a Policy for determining
Material Subsidiaries in terms of Regulation 16(1) (c)
of the SEBI Listing Regulations as amended from time
to time. The Policy as approved by the Board has been
uploaded on the Company''s website at the web link
http://bagnetwork24.in/pdf/Policy for Detarmining
Material Subsidiaries.pdf.

Consolidated Financial Statements

Pursuant to the provisions of Section 129, 134 and 136 of
the Act read with rules framed there under and Regulation
33 of the SEBI Listing Regulations, the Company has
prepared consolidated financial statements of the
Company with its subsidiaries and a separate statement
containing the salient features of financial statement
of subsidiaries in Form AOC-1 which forms part of this
Annual Report. The details of basis of preparation and
consideration, principle of consolidation are disclosed in
Notes of Consolidated Financial Statement.

Further, pursuant to the provisions of section 136 of the
Act, the financial statements of the Company including
the consolidated financial statements along with relevant
documents and separate audited financial accounts in
respect of subsidiaries, are available on the company''s
website www.bagnetwork24.in. The subsidiary
companies''documents will also be available for inspection
at Company''s website at www.bagnetwork24.in.

14. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual
Return of the Company for the financial year ended March
31, 2025, is hosted on the website of the Company and
can be accessed at https://bagnetwork24.in/pdf/B.A.G
Films Form No MGT-7 31.03.2025.pdf.

15. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

Energy Conservation Measures Taken by the Company

The provisions of Section 134(3)(m) of the Act read
with Companies (Accounts) Rules, 2014, relating to
Conservation of Energy do not apply to the Company.
However, significant measures are taken to reduce energy
consumption by using energy-efficient computers
and by purchasing energy efficient equipment. We
purchase computers, laptops, air conditioners etc. that
meet environmental standards, wherever possible and
regularly upgrade old equipment with energy-efficient
equipment.

Technology Absorption

The provisions of Section 134(3)(m) of the Act, relating to
Technology Absorption do not apply to the Company. The
Company''s research and development initiative mainly
consists of ideation of new subjects for our content
production business, which are used in the creation of
new storyline and tracks. The expenses incurred on such
initiatives are not practically quantifiable.

The Company is an integrated player in the media &
entertainment industry and our business is such that
there is limited scope for new technology absorption,
adaptation and innovation. However, the Company
uses the latest technology, wherever possible to deliver
superior production value, as a regular process.

16. FOREIGN EXCHANGE EARNING AND OUTGO

During the financial year 2024-25, the Company have not
earned and expend any amount in foreign currency.

17. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no orders have been
passed by any Regulator, Court, or Tribunal, which can
have a significant impact on the going concern, status
and the Company''s operations in future.

18. INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has an internal control system,
commensurate with the size, scale and complexity of
its operations. The Company has in place adequate
controls, procedures and policies, ensuring orderly and
efficient conduct of its business, including adherence
to the Company''s policies, safeguarding of its assets,
prevention and detection of frauds and errors, accuracy
and completeness of accounting records and timely
preparation of reliable financial information.

Based on the framework of internal financial controls
and systems of compliance which are established and
maintained by the Company, audits conducted by the
Internal, Statutory and Secretarial Auditors including audit
of internal financial controls over financial reporting by
the Statutory Auditors and reviews by the Management
and the Audit Committee, the Board is of the opinion that
the Company''s internal financial controls were adequate
and effective during the finencial year 2024-25.

19. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

Particulars of loans given, investments made, guarantees
given and securities provided, along with the purpose,
as required under section 134(3)(g) of the Act, for
the Financial Year 2024-25 are given in the Financial
Statements forming part of this Annual Report.

20. DISCLOSURE RELATED TO POLICIES

A. Nomination and Remuneration Policy

The Company has adopted a Nomination and
Remuneration Policy to identify persons who are qualified
to become Directors on the Board of the Company and
who may be appointed in senior management positions
in accordance with the criteria laid down, and recommend
their appointment and removal and also for the
appointment of Key Managerial Personnel (KMP) of the
Company, who have the capacity and ability to lead the
Company towards achieving sustainable development.

The Nomination and Remuneration Policy of Directors,
Key Managerial Personnel and other Employees (NRC
Policy) of the Company is a comprehensive policy which
is in consonance with the industry practices. The policy
ensures equality, fairness and consistency in rewarding
the employees on the basis of performance against set
objectives.

While recommending a candidate for appointment,
the Nomination & Remuneration Committee shall
assess the appointee against a range of criteria
including qualifications, age, experience, positive
attributes, independence, relationship, gender diversity,
background, professional skills and personal qualities
required to operate successfully in the position and has
discretion to decide adequacy of such criteria for the
concerned position. All candidates shall be assessed on
the basis of merit, skills and competencies without any
discrimination on the basis of religion, caste, creed or
gender.

In terms thereof, the size and composition of the Board
should have:

• an optimum mix of qualifications, skills, gender and
experience as identified by the Board from time to
time;

• an optimum mix of Executive, Non-Executive and
Independent Directors;

• minimum six number of Directors or such minimum
number as may be required by the SEBI Listing
Regulations and / or by the Act;

• maximum number of Directors as may be permitted
by the SEBI Listing Regulations and / or by the Act or
as per Articles; and

The Company regards its employees as the most valuable
and strategic resource and seeks to ensure a high
performance work culture through a fair compensation
structure, which is linked to Company and individual
performance. The compensation is therefore based on the
nature of job, as well as skill and knowledge required to
perform the given job in order to achieve the Company''s
overall objectives.

The Company''s Nomination and Remuneration Policy is
available on our website at http://bagnetwork24.in/pdf/
Nomination and Remuneration Policy.pdf

B. Corporate Social Responsibility Policy

The Company believes in voluntary commitment to
Corporate Social Responsibility initiatives though
mandatory contribution is not yet applicable on the
company. The Company shall report the same and shall
submit the relevant report as and when they become
applicable.

C. Risk Management Policy

The Company has duly approved a Risk Management
Policy aimed to ensure resilience for sustainable growth
and sound corporate governance by having a process of

risk identification and management in compliance with
the provisions of the Act and the SEBI Listing Regulations..

The Policy lays down broad guidelines for timely
identification, assessment and prioritisation of risks
affecting the Company in the short and foreseeable
future. The Policy suggests framing an appropriate
response action for the key risks identified, so as to make
sure that risks are adequately addressed or mitigated.
The audit committee has additional oversight in the area
of financial risks and controls. At present, in the opinion
of the Board of Directors, there are no risks which may
threaten the existence of the Company.

Pursuant to the requirement of Regulation 21 of the
SEBI Listing Regulations and applicable provision of
the Act, the Company has constituted a committee of
Directors called the Risk Management Committee to
oversee the Enterprise Risk Management framework.
The Risk Management Committee periodically reviews
the framework including cyber security, high risks items,
mitigation plans and opportunities which are emerging
or where the impact is substantially changing.

The said Risk Management Policy is also available on the
company''s website at www.bagnetwork24.in.

D. Whistle Blower Policy and Vigil Mechanism

The Company has a vigil mechanism through Whistle
Blower Policy and has established the necessary vigil
mechanism for Directors and employees of the Company
in conformation with section 177(9) of the Act and
Regulation 22 of the SEBI Listing Regulations.

The Policy has been framed with a view to provide a
mechanism, inter alia, enabling stakeholders including
Directors, individual employees of the Company and
their representative bodies, to freely communicate their
concerns about illegal or unethical practices and to report
genuine concerns or grievances as also to report to the
management their concerns about unethical behaviour,
actual or suspected, fraud or violation of the Company''s
Code of Conduct. The details of the Whistle Blower Policy
are posted on the website of the Company at the web link
http://bagnetwork24.in/pdf/Whistle Blower Policy.pdf

E. Performance Evaluation Policy

Policy for Annual Performance Evaluation of Directors,
Committees and Board Pursuant to the provisions of
the Act and the SEBI Listing Regulations, the Company
has framed a Policy for Performance Evaluation of
Independent Directors, Board, Committees and
other individual Directors which includes criteria for
performance evaluation of the Non - Executive Directors

and the Executive Directors on the basis of the criteria
specified in this Policy, evaluation of the performance
of Individual Directors, Independent Directors, its own
performance and that of the working of its Committees
during the financial year 2024-25 was carried out by the
Board.

F. Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c) of the
SEBI Listing Regulations, the Company has adopted a
Policy for determining Material Subsidiaries laying down
the criteria for identifying material subsidiaries of the
Company.

Accordingly, News24 Broadcast India Limited and E24
Glamour Limited have been determined as the material
subsidiaries of the Company during the financial year
2024-25. The Policy may be accessed on the website of
the Company at https://bagnetwork24.in/pdf/Policy for
Detarmining Material Subsidiaries.pdf.

The updated policies adopted by the Company as per
statutory and governance requirements are uploaded on
website of the Company at www.bagnetwork24.in.

21. AUDITORS AND AUDITORS'' REPORT

(i) Statutory Auditors

As recommended by the Audit Committee and the Board
of the Company and in accordance with Section 139 of the
Act and the Rules made thereunder, M/s Joy Mukherjee &
Associates, Chartered Accountants (ICAI Firm Registration
No. 006792C) as Statutory Auditor of the Company has
been appointed by the Members of the Company at the
29th Annual General Meeting held on August 29, 2022 for
a period of five years from the conclusion of 29th Annual
General Meeting till the conclusion of 34th Annual
General Meeting of the Company.

Representative of Statutory Auditors of the Company
attended the previous AGM of your Company held on
August 28, 2024.

(ii) Qualification in Auditors reports

M/s Joy Mukherjee & Associates, the Statutory Auditor
has issued Audit Reports with unmodified opinion on
the Audited Standalone and Consolidated Financial
Statements of the Company for the financial year ended
March 31, 2025. The Notes on the Financial Statements
referred to in the Audit Report are self-explanatory and
therefore, do not call for any further explanation or
comments from the Board under Section 134(3) (f) of the
Act.

(iii) Secretarial Auditors and their Reports

Pursuant to the provisions of Section 204 of the Act and
the Rules framed thereunder, the Board had appointed
M/s Balika Sharma & Associates, a firm of Company
Secretaries in Practice (C.P.No. 3222), to conduct
Secretarial Audit of the Company for FY 2024-25.

Pursuant to the provision of section 204 of the Act and
Regulation 24A of the SEBI Listing Regulations, the
Secretarial Audit Report in Form No. MR-3, issued by M/s
Balika Sharma & Associates, a firm of Company Secretaries
in Practice, for the financial year 2024-25 confirms that
the Company has complied with the provisions of the
applicable laws and regulations and does not contain
any observation or qualification requifing explanation
or comments from the Board under Section134(3) of the
Act except as mentioned in the report in Form No. MR-3
annexed as Annexure -I, which forms as internal part of
this Board Report.

As per the requirements of the SEBI Listing Regulations,
News24 Broadcast India Limited and E24 Glamour
Limited, material subsidiaries of the Company have
undertaken secretarial audit for the financial year 2024¬
25. The Secretarial Audit Report in Form No. MR-3 for
the financial year ended March 31, 2025 of the material
subsidiaries issued by M/s Balika Sharma & Associates, a
firm of Company Secretaries in Practice, does not contain
any qualification, reservation or adverse remark and
the report in Form MR-3 of material subsidiaries of the
Company are annexed as Annexure II and Annexure-III
respectively, which forms as internal part of this Board
Report.

A Secretarial Compliance Report for the financial year
ended March 31, 2025 on compliance of applicable SEBI
Listing Regulations and circulars / guidance issued there
under was obtained from M/s Balika Sharma & Associates
and submitted to the stock exchanges with in prescribed
timelines. The remark provided in the report are self
explanatory.

Pursuant to the provisions of Section 204 of the Act and
Rules made thereunder and Regulation 24A of the SEBI
Listing Regulations, the Audit Committee and Board of
Directors at their respective meetings held on May 28,
2025, have recommended the appointment of M/s Balika
Sharma & Associates, Practicing Company Secretary (CP
No: 3222 and Peer Review Certificate No. PRC: 5813/2024),
as Secretarial Auditors of the Company for a period of
five years commencing from financial year 2025-26 till
financial year 2029-30, to conduct Secretarial Audit of the
Company in terms of Section 204 and other applicable
provisions of the Act read with Regulation 24A and other
applicable provisions of the SEBI Listing Regulations.

The resolution seeking approval of the Members for the
appointment of M/s Balika Sharma & Associates will be
provided in the Notice of the ensuing 32^nd AGM of the
Company.

Secretarial Auditors'' observation(s) in Secretarial
Audit Report and Directors'' explanation thereto:

1. The number of Directors on the Board were less
than the minimum number of directors required on
the Board as per Regulation 17(1) of the SEBI Listing
Regulations. As per the SEBI Listing Regulations,
the Board of Directors of the Listed Entity shall be
comprised of not less than six directors. Accordingly,
the composition of the Board of Directors was not as
per Regulation 17 of the SEBI Listing Regulations for
a period of 58 days from the commencing from April
01,2024 to May 28, 2024.

2. For the period 58 days from the commencing from
April 01, 2024 to May 28, 2024, the Stakeholders
Relationship Committee of the Board of Directors
was not duly constituted and had members less than
minimum three members as required under Section
178 of the Act read with Regulation 20(2) of the SEBI
Listing Regulations.

3. During the period under review, BSE and NSE has
imposed fines for non-compliance of Regulations
17(1) and Regulation 20(2) of the SEBI Listing
Regulations. The Company within time limit duly
paid the fines.

Response

The non-compliance regarding the composition of the
Board of Directors and the Stakeholders Relationship
Committee was not willful. It arose due to inadvertent
circumstances. Appointment term for one of directors
had come to and end on March 31st 2024, and the Board
was looking for a suitable replacement, which took longer
time than expected, causing this unintended.

The Board and the management have always made
conscious efforts to comply with all the applicable laws
and regulations, including SEBI Listing Regulations,
the Act. It is stated that the non-compliance of certain
provisions of the SEBI Listing Regulations and the Act,
which occurred during the period under review occurred
inadevertently. While the Company has paid the penalty
in the prescribed timelines, the Board/Stakeholders
Relationship Committee in its capacity has always taken
requisite and timely steps to ensure compliance with
respect to the minimum number of Directors required

on the Board / Committees of the Company. The
management has taken note of the issue and assures that
appropriate measures have been implemented to ensure
such non-compliance does not occur in the future.

(v) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors,
Internal Auditor and Secretarial Auditor have not reported
any instances of frauds committed in the Company by its
Officers or Employees, to the Audit Committee under
Section 143(12) of the Act, details of which needs to be
mentioned in this Report.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

All contracts/arrangements/transactions that were
entered by the Company with related parties, during the
financial year under review, were on arm''s length basis, in
the ordinary course of business and were in compliance
with the applicable provisions of the Act and the SEBI
Listing Regulations.

The Policy on Materiality of Related Party Transactions
and dealing with Related Party Transaction as approved
by the Board of Directors, in line with the requirements of
the Act and SEBI Listing Regulations, has been uploaded
on the Company''s website at the web link https://
bagnetwork24.in/pdf/Related Party Transactions
Policy.pdf. None of the directors has any pecuniary
relationship or transactions vis-a-vis the Company except
remuneration and sitting fees.

The Policy intends to ensure that proper reporting
approval and disclosure processes are in place for all
transactions between the Company and related parties.
Omnibus approval was obtained on a yearly basis for
transactions, which are of repetitive nature and/or
entered in the ordinary course of business and are at
Arm''s Length Price.

The particulars of related party''s transactions referred to
in sub-section (1) of section 188 of the Act and Regulation
23 of the SEBI Listing Regulations as amended including
certain arm''s length transactions under third proviso
thereto are disclosed in Form No. AOC-2 in Annexure-IV
which forms as internal part of this Board Report.

23. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013,
except as disclosed elsewhere in this Report, no material
changes and commitments which could affect the
Company''s financial position have occurred between the

end of the financial year of the Company and date of this
Report.

24. LISTING

The equity shares of the Company are listed with BSE
Limited (BSE) and National Stock Exchange of India
Limited (NSE). There are no arrears on account of payment
of listing fee to the Stock Exchanges.

25. CYBER SECURITY

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the
processes, technology controls are being enhanced in¬
line with the threat scenarios. Your Company''s technology
environment is enabled with real time security monitoring
with requisite controls at various layers starting from end
user machines to network, application and the data.

During the year under review, your Company did not face
any incidents or breaches or loss of data breach in cyber
security.

26. CORPORATE GOVERNANCE

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to the
Corporate Governance requirements.

As per Regulation 34(3) of the SEBI Listing Regulations,
a separate section on corporate governance practices
followed by your Company, together with a certificate
from company''s Statutory Auditors certify on compliance
with corporate governance norms under the SEBI Listing
Regulations, is annexed and forms an integral part of this
Annual Report.

27. COMPLIANCE WITH SECRETARIAL STANDARD

During the year under review, applicable provisions of
Secretarial Standards issued by the Institute of Company
Secretaries of India i.e., SS-1 and SS-2 relating to ''Meetings
of the Board of Directors'' and ''General Meetings'',
respectively have been followed by the Company. Further,
the Company has in place proper systems to ensure
compliance with the provisions of applicable Secretarial
Standards and such systems are adequate and operating
effectively.

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations,
the Management Discussion and Analysis Report on
your Company''s performance, industry trends and other
material changes with respect to your Company and its
subsidiaries, wherever applicable, is provided in separate

section and forms an integral part of this Annual Report.

29. CODE OF CONDUCT

The Company has in place a comprehensive Code of
Conduct (the Code) applicable to Directors, Independent
Directors and Senior Management Personnel. The Code
gives guidance and support needed for ethical conduct
of business and compliance of law. The Code reflects the
values of the Company. A copy of the Code has been put
on the Company''s website www.bagnetwork24.in.

The Company has formulated a Code of Conduct to
regulate, monitor, report trading by designated persons to
deter the insider trading in the securities of the Company
based on the unpublished price sensitive information.
The said Code envisages procedures to be followed and
disclosures to be made while dealing in the securities of
the Company. The said policy was updated and adopted
by the Board of Directors pursuant to SEBI (Prohibition of
Insider Trading) (Amendment) Regulations, 2018.

The Company has also formulated code of Practice
and Procedures for fair disclosure of Unpublished Price
Sensitive Information in addition therewith pursuant
to Regulation 8 of the SEBI (Prohibition of Insider
Trading) Regulations, 2015. These codes are applicable
to Directors/officers/connected person/designated
employee of the Company and their immediate relatives.
The full text of the Code is available on the website of
Company under "Code of Conduct & Policies" and can be
accessed at Company''s website www.bagnetwork24.in.

30. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The requisite details containing the names and other
particulars of employees in accordance with the
provisions of Section 197(12) of the Act read with Rule
5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is annexed as
Annexure V as part of this Board''s report.

The information required pursuant to Section 197 of the
Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of your Company is available for
inspection on company website at www.bagnetwork24.
in up to the date of the ensuing Annual General Meeting.
If any member is interested in obtaining a copy thereof,
such member may write to the Company Secretary in this
regard.

31. PREVENTION, PROHIBITION AND REDRESSAL OF

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

As per the requirement of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013 and rules made thereunder,
your Company has laid down a Prevention of Sexual
Harassment (POSH) Policy and has constituted Internal
Complaints Committees (ICC), at all relevant locations
across India to consider and resolve the complaints
related to sexual harassment.

The Company has always believed in providing a safe and
harassment free workplace for every individual working
in Company''s premises through various interventions
and practices. The Company always endeavors to
create and provide an environment that is free from
discrimination and harassment including sexual
harassment. All employees (permanent, contractual,
temporary and trainees) are covered under this policy.

All new employees go through a detailed personal
orientation on anti-sexual harassment policy adopted
by your Company.

During the year under review, your Company has not
received any complaint pertaining to sexual harassment.

32. MATERNITY BENEFIT ACT

The Company has complied the provisions as applicable
under of Maternity Benefit Act, 1961. During the year
under review, no complaints has been recevied by the
Company from any of the employee in this regard.

33. IBC CODE & ONE-TIME SETTLEMENT

There are no proceeding pending against the Company
under the Insolvency and Bankruptcy Code, 2016 (IBC
Code). There has not been any instance of one-time
settlement of the Company with any bank or financial
institution.

34. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

In accordance with the SEBI Listing Regulations,
the provisions of the Business Responsibility and
Sustainability Report (BRSR) is not applicable on your
Company for the financial year 2024-25.

35. APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation
for the co-operation and assistance received from the
Government authorities, banks and other financial
institutions, viewers, vendors, suppliers, customers,
shareholders and all other stakeholders during the year
under review.

Your Directors also wish to place on record their deep
sense of appreciation for the committed services of all
the employees.

For and on behalf of the Board of Directors
of B.A.G. Films and Media Limited

Anuradha Prasad Shukla

Place : Noida Chairperson and Managing Director

Date : May 28, 2025 DIN: 00010716

---

Mar 31, 2024

The Board of Directors ("the Board") is delighted to present the 31st Annual Report on business and operations of B.A.G. Films and Media Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31,2024.

1. FINANCIAL RESULTS

The financial performance of the Company for the financial year ended March 31,2024 is summarized as below:

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Total Income	3,672.68	3,559.61	13,357.99	11,231.68
Total Expenditure other than Financial Costs and Depreciation	2,969.43	2,955.24	11,031.66	9,901.55
Profit before Depreciation & Financial Charges	699.03	594.08	2,307.60	1,301.49
Financial Charges	378.18	366.96	1,005.84	932.90
EBIDTA	699.03	594.08	2,307.60	1,301.49
Depreciation and Amortisation Expense	173.55	225.64	478.33	523.51
Profit before Tax	147.30	1.48	823.43	(154.92)
Provision for Tax	46.71	39.15	165.02	22.83
Profit after Tax	100.59	(37.67)	658.41	(177.75)
Proposed Dividend	Nil	Nil	Nil	Nil

Notes:

I. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

II. Previous year figures have been regrouped / re-arranged wherever necessary.

III. There has been no change in the nature of business of the Company between the end of the finecial year and the date of this report.

2. COMPANY PERFORMANCE/ STATE OF COMPANY''S AFFAIRS

During the year under review, the Standalone revenue from operations of the Company was Rs. 3,595.08 Lakhs against Rs. 3,531.71 Lakhs during the previous financial year. As per the Consolidated Accounts, the total income increased from Rs. 11,231.68 Lakhs to Rs. 13,357.99 Lakhs during the year. There was standalone EBIDTA of Rs. 699.03 Lakhs as against Rs. 594.08 Lakhs in previous year, whereas the Consolidated EBIDTA increased from Rs. 1,301.50 Lakhs to Rs. 2,307.60 Lakhs during the year.

The Company holds the unique distinction of producing programmes of all genres. We are proactive with our content pipeline and endeavor to hit new genres before the market evolves. The Company continues to focus on digital medium in every part of the business to stay in tune with technological advancements and drive efficiencies

across the value chain. We are looking forward to an opportunity of renewed growth in the sector, which will allow us to deliver better quality content to consumers. The Company with a rich industry presence of over 30 years, remains committed to its purpose of quality content for different age groups, formats, media and news and non-news platforms.

Our in house expertise along with strong partnerships in the content creation, aggregation and distribution system enabled us to remain competitive and sustain in these unprecedented times. The Company plays a crucial role in placement and distribution of TV channels of its subsidiaries and thereby optimizes costs for the BAG Network.

During the year under review, the Company has produced successful programmes like Amne Samne, Sabse Bada

Sawal, News Shatak, Mahaul Kya hai, Rastra Ki Baat, 10 ki 10 Breaking, kalchakra, Bollywood Reporter, U, Me aur TV, Insta Stalker, Bollywood Top 10, Aradhana, Jhakaas Mornings, Bhangra Junction, Hots Hits, Party on my mind, Karaare Hits, Dil Dhakne Do across different channels and strengthened its presence.

With the change of time, the world-view of people also changes. By aligning ourselves to the aspirations of evolving audiences, we strive to deliver content that grips and entices them. Our legacy is of our stories, expressed to viewers in the most appealing of ways. We continue to deliver the same as we understand what ticks, placing our creative zeal in all that we do.

3. FINANCIAL STATEMENTS

The audited standalone and consolidated financial statements of the Company for the financial year 202324, which form a part of this Annual Report, have been prepared in accordance with the provisions of the Companies Act, 2013 (''the Act''), Regulations 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the SEBI Listing Regulations'') and the Indian Accounting Standards.

4. SHARE CAPITAL

During the year under review, there was no change in the authorized and paid-up share capital of the Company. The paid up Equity Share Capital as on March 31,2024 was Rs. 395,836,180/- (including calls in arrear of Rs. 170,341/-) divided into 197,918,090 equity shares of Rs. 2/- each.

During the year under review, the Company has not issued any:

a) shares with differential voting rights

b) sweat equity shares.

5. DIVIDEND

The Board of your Company, after considering the relevant circumstances, has decided not to recommend any dividend for the FY 2023-24.

6. GENERAL RESERVE

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

7. DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of Section 73 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014, during the year under review. Hence, the requirement of

providing details relating to deposits as also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

8. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

During the year under review, the Company has no unclaimed and/or unpaid dividend amount, which remain unclaimed or unpaid for a period of seven years or more.

Any shareholder whose shares or unclaimed dividend have been transferred to the Fund, may claim the shares under provision to Section 124(6) or apply for refund under Section 125(3) or under proviso to Section 125(3), as the case may be, to the Authority by making an application in Web Form IEPF - 5 available on website at www.iepf.gov.in.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Composition of Board of Directors:

As on March 31,2024, the Company had six Directors comprising of three Independent Directors, two Non-Executive Directors and one executive as a Chairperson and Managing Director (CMD), details thereof have been provided in the Corporate Governance Report.

Ms. Anuradha Prasad Shukla, the Chairperson and Managing Director, and Ms. Urmila Gupta NonExecutive Independent Director are women Directors in the Board of the Company.

In the opinion of the Board, all the directors, as well as the directors appointed / re-appointed during the year under review, possess the requisite qualifications, experience and expertise and hold high standards of integrity. Criteria for determining qualification, positive attributes and independence of a director is given under the NRC Policy.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise and competencies of the Directors in the context of the Company''s businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

(ii) Key Managerial Personnel:

As on March 31, 2024, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) read with section 203 of the Act were as follows:

Name	Designation
Ms. Anuradha Prasad Shukla	Chairperson and Managing Director
Mr. Ajay Jain	Chief Financial Officer
Mr. Rajeev Parashar	Company Secretary and Compliance Officer

There were no change in the Key Managerial Personnel during the financial year 2023-24.

(iii) Appointment/ Resignation

Ms. Urmila Gupta (DIN: 00637110) having completed her second term of five years as Non-Executive Independent Director has ceased to be Director of the Company w.e.f. the closing of business hours on March 31,2024.

The Board recorded her appreciation for the assistance and guidance provided during her tenure as Director of the Company.

Mr. Sudhir Shukla (DIN 01567595), Non-Executive Director of the Company, who retired by rotation in terms of Section 152(6) of the Act, was re-appointed at the 30th AGM of the Company held on September 27, 2023.

(iv) Re-appointment of Director retiring by rotation:

In line with the provisions of section 152 of the Act and the Articles of Association of the Company, Mr. Sanjeev Kumar Dubey (DIN: 03533543), retires by rotation at the ensuing 31^st AGM of the Company and being eligible, has offered himself for reappointment.

Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 will be provided in the Notice of the ensuing 31st AGM of the Company.

(v) Declaration from Independent Directors

The Company has received declarations from all the Independent Directors under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations confirming that they meet the criteria of independence as prescribed thereunder.

The Independent Directors have complied with the Code for Independent Directors prescribed under Schedule IV of the Act and the SEBI Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Directors have further confirmed that they were not debarred from holding the office of the director under any SEBI order or any other such authority.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the chairperson was evaluated, taking into account the views of executive director and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report, which forming part of this Annual Report.

The Company familiarizes the Independent Directors of the Company with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model and related risks of the Company, etc. The brief details of the familiarization programme are put up on the website of the Company at https:// bagnetwork24.in/pdf/Familiarization-Program-for-Independent-Directors.pdf.

10. COMMITTEES OF THE BOARD

In compliance with the requirement of the Act, and the SEBI Listing Regulations, the Company has constituted the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

In addition to the above, the Board has formed an ESOP Committee and Securities Committee to review specific business operational matters and other items that the Board may decide to delegate.

Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, which forming part of this Annual Report.

11. MEETINGS OF THE BOARD

The Board meets on regular interval to discuss and decide on the Company/business policy and strategy apart from other Board matters. During the year under review, the Board of Directors of your Company met four times. The intervening gap between the Meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

12. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) and 134(5) of the Act with respect to Directors'' Responsibility Statement, the Directors confirm that: -

a) In the preparation of the annual financial statements for the financial year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation related to material departures;

b) They 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 as at March 31, 2024 and of the profit of the Company for that year ended on that date;

c) They 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) They have prepared the annual accounts of the Company on a ''going concern'' basis;

e) They have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f ) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

13. SUBSIDIARY COMPANIES

The Company has four subsidiaries as on March 31,2024. There is no associate company within the meaning of Section 2(6) of the Act.

There is no change in number of subsidiaries of the Company either by acquisition or otherwise during the year under review. The details of the business of key operating subsidiaries during FY 2023-24 are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

News24 Broadcast India Limited

News24, a 24 hours National Hindi free to air Hindi news channel operating under its subsidiary, News24 Broadcast India Limited, has consistently maintained healthy market share in Hindi News Genre and is available throughout India on cable and DTH platforms includes Tata Play, Dish TV, and Airtel Digital. In the age of social media, News24 has been able to maintain its credibility and has gained immense of popularity.

News24 is immensely popular on digital and social platform like Facebook, YouTube, Twitter, etc.

News24, is also available throughout West Asia and the MENA Region on DU network across Middle East and North Africa including Algeira, Baharin, Chad, Djibouti, Egypt, Iraq, Iran, Jorda, Kuwait, Lebanan, Libya, Mauritania, Morocco, Oman, Qatar, Saudia Arabia, Somalia, North Sudan, Syria, Tunisia, U.A.E. & Yemen.

The Company further strengthened its presence in the Hindi heartland with the popularity of its regional News channel - NEWS24 MPCG under its subsidiary News24 Broadcast India Limited. Madhya Pradesh (MP) & Chhattisgarh (CG) is one of the key news markets which have a population of roughly more than 150 million and their news appetite has been growing unceasingly. NEWS24 MPCG has become the leading Hindi News Channel in Madhya Pradesh & Chattisgarh.

E24 Glamour Limited

E24, a 24 hours Entertainment channel operating through its subsidiary E24 Glamour Limited. E24 is available throughout Hindi speaking market (HSM) on cable and on DTH platforms such as Airtel & Tata Play.

E24, is also available throughout West Asia and the MENA Region on DU network across Middle East and North Africa including Algeira, Baharin, Chad, Djibouti, Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania, Morocco, Oman, Qatar, Saudia Arabia, Somalia, North Sudan, Syria, Tunisia, U.A.E. & Yemen.

E24 helps build deep rooted connection of people from India - subcontinent to their homeland.

The music and news genre has been facing considerable heat and stiff competition from digital and social media

platforms. This competition along with increased cost of music royalties has rendered streaming music and related content unviable, forcing a re-jig into content planning. Your channel focused on regional movies and content to reduce costs and dependence on Bollywood contents.

Skyline Radio Network Limited

The Company has FM radio stations, on frequency 106.4 operating through its subsidiary Skyline Radio Network Limited in Hissar, Karnal, Patiala, Ranchi, Muzaffarpur, Dhule, Jalgaon, Ahemednagar, Simla and Jabalpur. The management is exploring various options to sustain and build revenues. The Company is exploring collaboration with other radio players in order to increase revenues and optimise costs.

BAG Network Limited

The BAG Network Limited is a wholly owned subsidiary of the Company. The Company is dormant and like previous year has not carried out any business during the year.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1)(c) of the SEBI Listing Regulations as amended from time to time. The Policy as approved by the Board has been uploaded on the Company''s website at the web link http:// bagnetwork24.in/pdf/Policy_for_Detarmining_Material_ Subsidiaries.pdf.

Consolidated Financial Statements

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 which forms part of this Annual Report. The details of basis of preparation and consideration, principle of consolidation are disclosed in Notes of Consolidated Financial Statements.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents and separate audited financial accounts in respect of subsidiaries, are available on the company''s website www.bagnetwork24.in. The subsidiary companies''documents will also be available for inspection at Company''s website at www.bagnetwork24.in.

14. ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Act, the Annual Return in Form No. MGT-7 of the Company for the financial year

ended March 31, 2024, is hosted on the website of the Company and can be accessed at https://bagnetwork24. in/pdf/BAGFILMS MGT-7 31.03.2024.pdf

15. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Energy Conservation Measures Taken by the Company

The provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014, relating to Conservation of Energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipment with energy-efficient equipment.

Technology Absorption

The provisions of Section 134(3)(m) of the Act, relating to Technology Absorption do not apply to the Company. The Company''s research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the media & entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

16. FOREIGN EXCHANGE EARNING AND OUTGO

During the financial year 2023-24, your Company''s foreign exchange earnings was nil and foreign exchange outgoings were Rs. 9,56,781.

17. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, no orders have been passed by any Regulator, Court, or Tribunal, which can have a significant impact on the going concern, status and the Company''s operations in future.

18. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence

to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during financial year 2023-24.

19. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

Particulars of loans given, investments made, guarantees given and securities provided, along with the purpose, as required under section 134(3)(g) of the Act, for the Financial Year 2023-24 are given in the Financial Statements forming part of this Annual Report.

20. DISCLOSURE RELATED TO POLICIES

A. Nomination and Remuneration Policy

The Company has adopted a Nomination and Remuneration Policy to identify persons who are qualified to become Directors on the Board of the Company and who may be appointed in senior management positions in accordance with the criteria laid down, and recommend their appointment and removal and also for the appointment of Key Managerial Personnel (KMP) of the Company, who have the capacity and ability to lead the Company towards achieving sustainable development.

The Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other Employees (NRC Policy) of the Company is a comprehensive policy which is in consonance with the industry practices. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.

While recommending a candidate for appointment, the Nomination and Remuneration Committee shall assess the appointee against a range of criteria including qualifications, age, experience, positive attributes, independence, relationship, gender diversity, background, professional skills and personal qualities required to operate successfully in the position and has discretion to decide adequacy of such criteria for the concerned position. All candidates shall be assessed on

the basis of merit, skills and competencies without any discrimination on the basis of religion, caste, creed or gender.

In terms thereof, the size and composition of the Board should have:

• an optimum mix of qualifications, skills, gender and experience as identified by the Board from time to time;

• an optimum mix of Executive, Non-Executive and Independent Directors;

• minimum six number of Directors or such minimum number as may be required by the SEBI Listing Regulations and / or by the Act or as per Articles;

• maximum number of Directors as may be permitted by the SEBI Listing Regulations and / or by the Act or as per Articles; and

• at least one Independent Woman Director.

The Company regards its employees as the most valuable and strategic resource and seeks to ensure a high performance work culture through a fair compensation structure, which is linked to Company and individual performance. The compensation is therefore based on the nature of job, as well as skill and knowledge required to perform the given job in order to achieve the Company''s overall objectives.

The Company''s Nomination and Remuneration Policy relating to appointment of Directors, payment of managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act, is available on our company''s website at the web link http://bagnetwork24.in/pdf/Nomination and Remuneration Policy.pdf

B. Corporate Social Responsibility Policy

The Company believes in voluntary commitment to Corporate Social Responsibility initiatives though mandatory contribution is not yet applicable on the company. The Company shall report the same and shall submit the relevant report as and when they become applicable.

C. Risk Management Policy

The Company has duly approved a Risk Management Policy aimed to ensure resilience for sustainable growth and sound corporate governance by having a process of risk identification and management in compliance with the provisions of the Act and the SEBI Listing Regulations..

The Policy lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make sure that risks are adequately addressed or mitigated. The audit committee has additional oversight in the area of financial risks and controls. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

Pursuant to the requirement of Regulation 21 of the SEBI Listing Regulations and applicable provisions of the Act, the Company has constituted a committee of Directors called the Risk Management Committee to oversee the Enterprise Risk Management framework. The Risk Management Committee periodically reviews the framework including cyber security, high risks items, mitigation plans and opportunities which are emerging or where the impact is substantially changing.

The said Risk Management Policy is also available on the company''s website at the web link http://bagnetwork24. in/pdf/Whistle Blower Policy.pdf.

D. Whistle Blower Policy and Vigil Mechanism

The Company has a vigil mechanism through Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees of the Company in conformation with section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations.

The Policy has been framed with a view to provide a mechanism, inter alia, enabling stakeholders including Directors, individual employees of the Company and their representative bodies, to freely communicate their concerns about illegal or unethical practices and to report genuine concerns or grievances as also to report to the management their concerns about unethical behaviour, actual or suspected, fraud or violation of the Company''s Code of Conduct. The details of the Whistle Blower Policy are posted on the website of the Company at www. bagnetwork24.in.

E. Performance Evaluation Policy

Policy for Performance Evaluation of Directors, Committees and Board Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Company has framed a Policy for Performance Evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the Non - Executive Directors and the Executive Directors on the basis of the criteria specified in this Policy, evaluation of the performance of Individual Directors, Independent

Directors, its own performance and that of the working of its Committees during the financial year 2023-24 was carried out by the Board.

F. Material Subsidiary Policy

Pursuant to the provisions of Regulation 16(1) (c) of the SEBI Listing Regulations, the Company has adopted a Policy for determining material subsidiaries laying down the criteria for identifying material subsidiaries of the Company.

Accordingly, News24 Broadcast India Limited and E24 Glamour Limited have been determined as the material subsidiaries of the Company during the financial year 2023-24. The Policy may be accessed on the website of the Company at https://bagnetwork24.in/pdf/Policy for Detarmining Material Subsidiaries.pdf.

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at www.bagnetwork24.in.

21. AUDITORS AND AUDITORS'' REPORT

(i) Statutory Auditors

As recommended by the Audit Committee and the Board of Directors of the Company and in accordance with Section 139 of the Act and the Rules made thereunder, M/s Joy Mukherjee & Associates, Chartered Accountants (ICAI Registration No. 006792C) as Statutory Auditor of the Company has been appointed by the Members of the Company at the 29^th Annual General Meeting held on August 29, 2022 for a period of five years from the conclusion of 29th Annual General Meeting till the conclusion of 34th Annual General Meeting of the Company.

The Statutory Auditors have confirmed that they are not disqualified to continue as Statutory Auditors and are eligible to hold office as Statutory Auditors of the Company and confirmed that the appointment is within the limits specified under Section 141(3)(g) of the Act and is not disqualified to be appointed as Statutory Auditor in terms of the provisions of the Section 139 and 141 of the Act, the Chartered Accountants Act, 1949 and the rules made thereunder.

Representative of Statutory Auditors of your Company attended the previous AGM of the Company held on September 27, 2023.

(ii) Qualification in Auditors reports

M/s Joy Mukherjee & Associates, the Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31,2024. The

Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board under Section 134(3) (f) of the Act.

(iii) Secretarial Auditors and their Reports

The Board has appointed M/s Balika Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No. 3222), to carry out secretarial audit for the financial year 2023-24.

Pursuant to the provision of section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report in Form No. MR-3, issued by M/s Balika Sharma & Associates, for the financial year 2023-24 confirms that the Company has complied with the provisions of the applicable laws and regulations and does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Act. The report in Form No. MR-3 is annexed as Annexure-I of this Board Report.

As per the requirements of the SEBI Listing Regulations, News24 Broadcast India Limited and E24 Glamour Limited, material subsidiaries of the Company have undertaken secretarial audit for the financial year 202324. The Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31, 2024 of the material subsidiaries, issued by M/s Balika Sharma & Associates, does not contain any qualification, reservation or adverse remark and the report in Form MR-3 of material subsidiaries of the Company are annexed as Annexure-IA and Annexure-IB of this Board Report.

A Secretarial Compliance Report for the financial year ended March 31, 2024 on compliance of applicable the SEBI Listing Regulations and circulars / guidance issued there under was obtained from M/s Balika Sharma & Associates and submitted to the stock exchanges. Such Report is annexed as Annexure-II, which forms as internal part of this Board Report.

(Iv) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Board Report.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements/transactions that were entered by the Company with related parties, during the financial year under review, were on arm''s length basis, in

the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transaction as approved by the Board of Directors, in line with the requirements of the Act and the SEBI Listing Regulations, has been uploaded on the Company''s website at the web link https:// bagnetwork24.in/pdf/Related Party Transactions Policy.pdf. None of the directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and related parties. Omnibus approval was obtained on a yearly basis for transactions, which are of repetitive nature and/or entered in the ordinary course of business and are at Arm''s Length Price.

The particulars of related party''s transactions referred to in sub-section (1) of section 188 of the Act and Regulation 23 of the SEBI Listing Regulations as amended including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in Annexure-III forming part of the Board Report.

23. MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, except as disclosed elsewhere in this Report, no material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this Report.

24. LISTING

The equity shares of the Company are listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). There are no arrears on account of payment of listing fee to the Stock Exchanges.

25. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

As per Regulation 34(3) of the SEBI Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from company''s Statutory Auditors certify on compliance with corporate governance norms under the SEBI Listing Regulations, is annexed and forms an integral part of this Annual Report.

26. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with all the applicable Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis report on your Company''s performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, is provided in separate section and forms an integral part of this Annual Report.

28. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company. A copy of the Code has been put on the Company''s website www.bagnetwork24.in.

The Company has formulated a Code of Conduct to regulate, monitor, report trading by designated persons to deter the insider trading in the securities of the Company based on the unpublished price sensitive information. The said Code envisages procedures to be followed and disclosures to be made while dealing in the securities of the Company. The said policy was updated and adopted by the Board of Directors pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

Besides, the Company has also formulated code of Practice and Procedures for fair disclosure of Unpublished Price Sensitive Information in addition therewith pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. These codes are applicable to Directors/officers/connected person/designated employee of the Company and their immediate relatives. The full text of the Code is available on the website of Company under "Code of Conduct & Policies" and can be accessed at Company''s website www.bagnetwork24.in.

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure IV as part of this Board Report.

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection on company website at www.bagnetwork24. in up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

30. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Pursuant to the requirements under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has enacted a Policy and duly constituted Internal Complaints Committees across locations.

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy. No complaint has been registered with the Company during the year under review.

31. IBC CODE & ONE-TIME SETTLEMENT

There is no proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of the Company with any bank or financial institution.

32. ACKNOWLEDGEMENTS

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, banks and other financial institutions, viewers, vendors, suppliers, customers, shareholders and all other stakeholders during the year under review.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of all the employees.

For and on behalf of the Board of Directors of B.A.G. Films and Media Limited

Anuradha Prasad Shukla

Place : Noida Chairperson and Managing Director

Date : May 29, 2024 DIN: 00010716

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Mar 31, 2023

The Board of Directors ("the Board") is delighted to present the 30^th Annual Report on business and operations of B.A.G. Films and Media Limited ("the Company") along with the Audited Financial Statements for the financial year ended March 31,2023.

1. FINANCIAL RESULTS

In compliance with the provisions of the Companies Act, 2013 (''the Act'') and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''the SEBI Listing Regulations'') the Company has prepared its standalone and consolidated audited financial statements as per Indian Accounting Standards (Ind AS) for the financial year 2022-23. The standalone and consolidated performance of the Company and its subsidiaries, for the year under review along with previous year figures are given hereunder:

(Rs in Lakhs)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	3,559.61	3,480.59	11,231.68	12,229.53
Total Expenditure other than Financial Costs and Depreciation	2,955.24	2,740.69	9,901.55	10,060.56
Profit before Depreciation & Financial Charges	594.08	714.28	1,301.49	2,128.02
Financial Charges	366.96	370.55	932.90	1,037.61
EBIDTA	594.08	714.28	1,301.49	2,128.02
Depreciation and Amortisation Expense	225.64	294.27	523.51	614.56
Profit before Tax	1.48	49.46	(154.92)	475.85
Provision for Tax	39.15	28.60	22.83	21.36
Profit after Tax	(37.67)	20.86	(177.75)	455.08
Proposed Dividend	Nil	Nil	Nil	Nil

Notes:

I. There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

II. Previous year figures have been regrouped / re-arranged wherever necessary.

2. COMPANY PERFORMANCE/ STATE OF COMPANY''S AFFAIRS

During the year under review, the Standalone revenue from operations of the Company was Rs. 3,531.71 Lakhs against Rs. 3,468.57 Lakhs during the previous financial year. As per the Consolidated Accounts, the total income decreased from Rs. 12,229.53 Lakhs to Rs. 11,231.68 Lakhs during the year. There was standalone EBIDTA of Rs. 594.08 Lakhs as against Rs. 714.28 Lakhs in previous year, whereas the Consolidated EBIDTA decreased from Rs. 2,128.02 Lakhs to Rs. 1,301.49 Lakhs during the year.

B.A.G. Films and Media Limited (hereinafter referred to as BAG) holds the unique distinction of producing

programmes of all genres. We are proactive with our content pipeline and endeavor to hit new genres before the market evolves. The Company continues to focus on driving digital in every part of the business to stay in tune with technological advancements and drive efficiencies across the value chain. We are looking forward to an opportunity of renewed growth in the sector, which will allow us to deliver better quality content to consumers.

BAG with a rich industry presence of over 30 years, remains committed to its purpose of quality content for different age groups, formats, media and news and nonnews platforms. The Company creat content of wide range from movies, daily soaps, drama and comedy to OTT.

BAG has the capacity to create content for varied genres and viewers across age groups. Your Company pitched content production to various OTT platforms including MX player, Applause and others.

We have constantly built relationships across the news and entertainment industry which allows us to identify new avenues and markets. Our in house expertise along with strong partnerships in the content creation, aggregation and distribution system enabled us to create and deliver engaging content at a competitive cost and sustain in these unprecedented times.

3. COVID-19 IMPACT AND SAFTY

As Covid-19 receded this year, fully vaccinated employees came back to the office in a calibrated manner and office operations were reinstated. We continue to monitor the Covid-19 situation across locations and provide inputs / guidance from time to time in accordance with the government directives.

The priority of the Company during this period has been to safeguard the health and well-being of employees, customers and communities at large while managing business operations as efficiently as possible. The Company has assessed the likely impact of the pandemic on the business.

Company was continuously working to minimise the impact of the pandemic. To mitigate the adverse impact of COVID-19 on the business, the Company continued with its strategy to manage costs, cash flows and maintain adequate liquidity. While traditional and outdoor mediums of distribution of content, continue to be unavailable; the home consumption mediums, such as television channels and OTT platforms have gained even more popularity and viewership.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year under review, there has been no change in the nature of business of the Company.

5. DIVIDEND

The Board has not recommended and paid any dividend for the financial year 2022-23.

6. GENERAL RESERVE

The Company has not transferred any amount to General Reserve for the financial year ended March 31,2023.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Act, relevant amounts which remained unpaid or unclaimed for a period of seven years

have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review, the Company has no unclaimed and/or unpaid dividend amount which remain unclaimed or unpaid for a period of seven years or more.

Any shareholder whose shares or unclaimed dividend have been transferred to the Fund, may claim the shares under provision to Section 124(6) or apply for refund under Section 125(3) or under proviso to Section 125(3), as the case may be, to the Authority by making an application in Web Form IEPF - 5 available on website at www.iepf.gov.in.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Composition of Board of Directors:

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness, and leadership qualities, they have a significant degree of commitment towards the Company and devote adequate time.

As on March 31,2023, the Company had six Directors comprising of three Independent Directors, two Non-Executive Directors and one executive as a Chairperson and Managing Director (CMD), details thereof have been provided in the Corporate Governance Report.

Besides, Ms. Anuradha Prasad Shukla, the Chairperson and Managing Director, the Board of the Company has one woman Independent Director, viz. Ms. Urmila Gupta.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company''s businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report.

In the opinion of the Board, all the directors, as well as the directors appointed / re-appointed during the year possess the requisite qualifications, experience and expertise and hold high standards of integrity. Criteria for determining qualification, positive attributes and independence of a director is given under the NRC Policy.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other

than sitting fees and reimbursement of expenses incurred by them for attending meetings of the Board / Committee of the Company.

During the year under review, Mr. Anil Kapoor, Director of the Company had sad demised as on 21.04.2022.The Board recorded his appreciation for the assistance and guidance provided during his tenure as Director of the Company.

(ii) Key Managerial Personnel:

As on March 31, 2023, the Key Managerial Personnel (KMP) of the Company as per Section 2(51) read with section 203 of the Act were as follows:

Name	Designation
Ms. Anuradha Prasad	Chairperson and
Shukla	Managing Director
Mr. Ajay Jain	Chief Financial Officer
Mr. Rajeev Parashar	Company Secretary and
	Compliance Officer

(iii) Appointment/ Reappointment of Directors made during FY 2022-23:

In accordance with Regulation 17(1 C) of the SEBI Listing Regulations, with effect from January 1, 2022, approval of the shareholders for appointment of a person on the Board of Directors is required to be obtained either at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier. The approval of the shareholders of the Company was required within three months for appointment of director.

Based on the recommendation of the Nomination and Remuneration Committee ("NRC"), the Board approved the appointment/re-appointment of the following Directors, during FY 2022-23 and such appointment/ re-appointment were also approved by the Members at the 29th Annual General Meeting held on August 29, 2022 ("29th AGM"):

1. Mr. Chandan Kumar Jain: (DIN:09605901), who was appointed by the Board as an Additional Director under the category of Non-Executive, Independent Director with effect from May 30, 2022, was appointed as a Non- Executive Director of the Company at the 29th AGM. The Members also approved the appointment of Mr. Chandan Kumar Jain as an Independent Director of the Company for a term of five years commencing from May 30, 2022 up to May 29, 2027.

The Board affirmed that Mr. Chandan Kumar Jain meet the criteria of independence as provided in Section 149(6) of the Act, including rules framed thereunder, as well as Regulation 16(1)(b) of the SEBI Listing Regulations.

2. Mr. Sanjeev Kumar Dubey (DIN: 03533543) who was appointed by the Board as an Additional Director under the category of Non-Executive Director with effect from May 30, 2022, was appointed as a Non- Executive Director of the Company. The Members also approved the appointment of Mr. Sanjeev Kumar Dubey as a Non-Executive Director of the Company at the 29th AGM.

3. Ms. Anuradha Prasad Shukla (DIN 00010716), Executive Director of the Company, who retired by rotation in terms of Section 152(6) of the Act was re-appointed at the 29th AGM.

(iv) Retirement by rotation:

In line with the provisions of section 152 of the Act and the Articles of Association of the Company, Mr. Sudhir Shukla (DIN: 01567595), retires by rotation at the ensuing 30^th AGM and being eligible, for reappointment.

Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI Listing Regulations and Secretarial Standard 2 are provided in the Notice of the ensuing 30^th AGM of the Company.

(v) Confirmation and Declaration from Independent Directors:

The Company has received declarations from all its Independent Directors, confirming that they meets the criteria of independence as prescribed under Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1 )(b) of the SEBI Listing Regulations and they continue to comply with the Code of Conduct laid down under Schedule IV of the Act. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation that exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Directors have further confirmed that they were not debarred from holding the office of the director under any SEBI order or any other such authority.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of technology, digitalisation, television & broadcasting, human resources, strategy, auditing, tax and risk advisory services, financial services, corporate governance, etc. and that they hold highest standards of integrity.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered with the databank maintained by the India Institute of Corporate Affairs.

In a separate meeting of independent directors, performance of non-independent directors, performance of the Board as a whole and performance of the chairperson was evaluated, taking into account the views of executive director and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated. Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report.

9. BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board and of its Committees and the Non-Executive Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Director is evaluated on the basis of achievement of their Key Result Areas. The Board of Directors has expressed its satisfaction with the evaluation process.

10. NUMBER OF MEETINGS OF THE BOARD

The Board meets on regular interval to discuss and decide on the Company/business policy and strategy apart from other Board business. During the year under

review, the Board of Directors of your Company met six times. The intervening gap between the Meetings was within the period prescribed under the Act. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this Annual Report.

Committees of the Board of Directors

As required under the Act, and the SEBI Listing Regulations, the Company has constituted the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Risk Management Committee

In addition to the above, the Board has formed an ESOP Committee and Securities Committee to review specific business operational matters and other items that the Board may decide to delegate.

Details of all the Committees such as terms of reference, composition, and meetings held during the year under review are disclosed in the Corporate Governance Report, forming part of this Annual Report.

11. DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 134(3)(c) and 134(5) of the Act with respect to Directors'' Responsibility Statement, the Directors confirm that: -

a) In the preparation of the annual financial statement for the financial year ended March 31, 2023, the applicable accounting standards had been followed with no material departures;

b) They 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 as at March 31, 2023 and of the loss of the Company for that year ended on that date;

c) They 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) They have prepared the annual accounts of the Company on a ''going concern'' basis;

e) They have laid down proper internal financial controls to be followed by the Company and that

such internal financial controls are adequate and are operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

12. SUBSIDIARY COMPANIES

The Company has four subsidiaries as on March 31,2023. There is no associate company within the meaning of Section 2(6) of the Act.

There is no changes in number of subsidiaries of the Company either by acquisition or otherwise during the year under review. The details of the business of key operating subsidiaries during FY 2022-23 are given in the Management Discussion and Analysis Report, which forms part of this Annual Report.

News24 Broadcast India Limited

News24, a 24 hours National Hindi free to air Hindi news channel operating through its subsidiary, News24 Broadcast India Limited, has consistently maintained healthy market share in Hindi News Genre and is available throughout India on cable and DTH platforms includes Tata Play, Dish TV, and Airtel Digital. In the age of social media, News24 has been able to maintain its credibility and has gained immense of popularity.

News24 is immensely popular on digital and social platform like Facebook, YouTube, Twitter, etc.

News24, is also available throughout West Asia and the MENA Region on DU network across Middle East and North Africa including Algeira, Baharin, Chad, Djibouti, Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania, Morocco, Oman, Qatar, Saudia Arabia, Somalia, North Sudan, Syria, Tunisia, U.A.E. & Yemen.

The Company further strengthened its presence in the Hindi heartland with the populority of its regional News channel - NEWS24 MPCG through its subsidiary News24 Broadcast India Limited. Madhya Pradesh (MP) & Chhattisgarh (CG) is one of the key news markets which have a population of roughly more than 150 million and their news appetite has been growing unceasingly. NEWS24 MPCG has become the leading Hindi News Channel in Madhya Pradesh & Chattisgarh.

E24 Glamour Limited

E24, a 24 hours Entertainment channel operating through its subsidiary E24 Glamour Limited. E24 is available throughout Hindi speaking market (HSM) on cable and on DTH platforms such as Airtel & Tata Play.

E24, is also available throughout West Asia and the MENA Region on DU network across Middle East and North Africa including Algeira, Baharin, Chad, Djibouti, Egypt, Iraq, Iran, Jorda, Kuwait, Lebnan, Libya, Mauritania, Morocco, Oman, Qatar, Saudia Arabia, Somalia, North Sudan, Syria, Tunisia, U.A.E. & Yemen.

E24 helps build deep rooted connection of people from India - subcontinent to their homeland.

The music and news genre has been facing considerable heat and stiff competition from digital and social media platforms. This competition along with increased cost of music royalties has rendered streaming music and related content unviable, forcing a re-jig into content planning. Your channel focused on regional movies and content to reduce costs and dependence on Bollywood contents.

Skyline Radio Network Limited

The Company has FM radio stations, on frequency 106.4 operating through its subsidiary Skyline Radio Network Limited in Hissar, Karnal, Patiala, Ranchi, Muzaffarpur, Dhule, Jalgaon, Ahemednagar, Simla and Jabalpur. Radio industries is recovering from impact of COVID-19 crisis. The management is exploring various options to sustain and build revenues. The Company is exploring collaboration with other radio players in order to increase revenues and optimise costs.

BAG Network Limited

BAG Network Limited is a wholly owned subsidiary of the Company. The Company is dormant and like previous year has not carried out any business during the financial year.

The Company has adopted a Policy for determining Material Subsidiaries in terms of Regulation 16(1) (c) of the SEBI Listing Regulations as amended from time to time. The Policy as approved by the Board has been uploaded on the Company''s website at the web link http://bagnetwork24.in/pdf/Policy for Detarmining Material Subsidiaries.pdf.

Consolidated Financial Statements

Pursuant to the provisions of Section 129, 134 and 136 of the Act read with rules framed there under and Regulation 33 of the SEBI Listing Regulations, the Company has prepared consolidated financial statements of the Company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries in Form AOC-1 which forms part of this Annual Report. The details of basis of preparation and consideration, principle of consolidation are disclosed in Notes of Consolidated Financial Statement.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents and separate audited financial accounts in respect of subsidiaries, are available on the company''s website www.bagnetwork24.in. The subsidiary companies'' documents will also be available for inspection at Company''s website at www.bagnetwork. in.

13. ANNUAL RETURN

Pursuant to Section 134(3)(a), the Annual Return of the Company for the financial year ended March 31, 2023, is hosted on the website of the Company and can be accessed at https://bagnetwork24.in/pdf/BAGFILMS Form MGT 7 31.03.2023.pdf.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Energy Conservation Measures Taken by the Company

The provisions of Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014, relating to Conservation of Energy do not apply to the Company. However, significant measures are taken to reduce energy consumption by using energy-efficient computers and by purchasing energy efficient equipment. We purchase computers, laptops, air conditioners etc. that meet environmental standards, wherever possible and regularly upgrade old equipment with energy-efficient equipment.

Technology Absorption

The provisions of Section 134(3)(m) of the Act, relating to Technology Absorption do not apply to the Company. The Company''s research and development initiative mainly consists of ideation of new subjects for our content production business, which are used in the creation of new storyline and tracks. The expenses incurred on such initiatives are not practically quantifiable.

The Company is an integrated player in the media & entertainment industry and our business is such that there is limited scope for new technology absorption, adaptation and innovation. However, the Company uses the latest technology, wherever possible to deliver superior production value, as a regular process.

15. FOREIGN EXCHANGE EARNING AND OUTGO

During the financial year 2022-23, your Company''s foreign exchange earnings was Rs. 1,20,000.00 and foreign exchange outgoings were Rs. 35,97,166.00.

16. SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the Regulators/ Courts/ Tribunals impacting the going concern status and Company''s operations in future.

17. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Company has in place adequate controls, procedures and policies, ensuring orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2022-23.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 134(3)(g) of the Act, a statement containing details of loans, guarantee and investment made under Section 186 of the Act and the SEBI Listing Regulations, for the Financial Year 2022-23 are given in the Financial Statements forming part of this Annual Report.

19. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

Risk management is embedded in BAG''s operating framework. The Company believes that risk resilience is key to achieving higher growth. To this effect, there is a process in place to identify key risks across the Company and priorities relevant action plans to mitigate these risks.

The Company has duly approved a Risk Management Policy. The objective of this Policy is to have well-defined approach to risk. The Policy lays down broad guidelines for timely identification, assessment and prioritisation of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risks identified, so as to make

sure that risks are adequately addressed or mitigated. The audit committee has additional oversight in the area of financial risks and controls. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

The said Risk Management Policy is also available on the company''s website at the web link http://bagnetwork24. in/pdf/Whistle Blower Policy.pdf

In terms of Regulation 21 (3A) of the SEBI Listing Regulations, one meeting of the Risk Management Committee of the Company was held during the year under review wherein the management confirmed that the Company on regular basis assesses, evaluates and monitors the risks-both internal and external associated with various aspects of its business and takes necessary mitigating steps, wherever possible to manage such risks.

20. DISCLOSURE OF DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial Year 2022-23 in terms of Chapter V of the Act.

21. CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company believes in voluntary commitment to Corporate Social Responsibility initiatives, though mandatory contribution is not yet applicable on the company. The Company shall report the same and shall submit the relevant report as and when they become applicable.

22. NOMINATION AND REMUNERATION POLICY

The Company has the Nomination and Remuneration Policy for selection & appointment of Directors, senior management and their remuneration in compliance with provisions of section 178 of the Act and Regulation 19 of the SEBI Listing Regulations as amended from time to time.

The Nomination and Remuneration Policy of Directors, Key Managerial Personnel and other Employees (NRC Policy) of the Company is a comprehensive policy which is in consonance with the industry practices. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.

The Company''s Nomination and Remuneration Policy relating to appointment of Directors, payment of managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Act, is available on our company''s website at the web

link http://bagnetwork24.in/pdf/Nomination and Remuneration Policy.pdf

23. RELATED PARTY TRANSACTIONS

All contracts/arrangements/transactions that were entered by the Company during the financial year under review, were on arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transaction as approved by the Board of Directors, in line with the requirements of the Act and the SEBI Listing Regulations, has been uploaded on the Company''s website at the web link https:// bagnetwork24.in/pdf/Related Party Transactions Policy.pdf. None of the directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and related parties. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and/or entered in the ordinary course of business and are at Arm''s Length Price.

The particulars of related party''s transactions referred to in sub-section (1) of section 188 of the Act and Regulation 23 of the SEBI Listing Regulations as amended including certain arm''s length transactions under third proviso thereto are disclosed in Form No. AOC-2 in Annexure I forming part of the Board''s Report.

24. DISCLOSURE OF VIGIL MECHANISM

The Company has a vigil mechanism through Whistle Blower Policy and has established the necessary vigil mechanism for Directors and employees of the Company in conformation with section 177(9) of the Act and Regulation 22 of the SEBI Listing Regulations to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy to the Audit Committee. There is no restriction for reporting any such occurrence and all the employees have uninterrupted access for reporting their concern in confidence to the Audit Committee. The details of the Whistle Blower Policy are posted on the website of the Company at www.bagnetwork24.in.

25. POLICIES

The updated policies adopted by the Company as per statutory and governance requirements are uploaded on website of the Company at www.bagnetwork24.in.

26. AUDITORS AND AUDITORS'' REPORT

(i) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act read with rules made thereunder, M/s. Kumar Khare & Co., Chartered Accountants (ICAI Firm Registration No 006740C), were appointed as Statutory Auditors of the Company for a term of five consecutive years to hold office till conclusion of the 29th AGM of the Company held in the calendar year 2022. The period of office of M/s. Kumar Khare & Co. has expired on 29^th AGM of the Company.

During the year under review, the Board has, after evaluating and considering various factors such as industry experience, competency of the audit team, efficiency in conduct of audit, independence, etc at its meeting held on July 26, 2022 on the recommendation of Audit Committee, has recommended to the Members, the appointment of M/s Joy Mukherjee & Associates, Chartered Accountants (ICAI Registration No. 006792C) as Statutory Auditor of the Company for a period of five years from the conclusion of 29^th Annual General Meeting till the conclusion of 34^th Annual General Meeting of the Company.

As per the requirement of the Act, as amended, M/s Joy Mukherjee & Associates, Chartered Accountants have given their consent to act as the Statutory Auditor of the Company and confirmed that the appointment is within the limits specified under Section 141(3)(g) of the Act and is not disqualified to be appointed as Statutory Auditor in terms of the provisions of the Section 139 and 141 of the Act, the Chartered Accountants Act, 1949 and the rules made thereunder.

(ii) Qualification in Auditors reports

M/s Joy Mukherjee & Associates, Chartered Accountants has submitted their report on the financial statements of the Company for the financial year ended March 31, 2023 which forms part of this Annual Report. They have issued an unmodified audit opinion without any qualification, reservation or adverse remark.

(iii) Internal Auditors

The Board in its meeting hold on May 19, 2022 appointed M/s Gaurav Saxena & Co. as an Internal Auditor to conduct Internal Audit with effect from 01.04.2022.

(iv) Secretarial Auditors and their Reports

Pursuant to the provisions of Section 204 of the Act and the rules made thereunder, the Company has appointed M/s Balika Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No. 3222) to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2023.

Pursuant to the provision of section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, a Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31, 2023 submitted by them is annexed as Annexure II and forms an integral part of this Report. The said Report does not contain any qualification, reservation, disclaimer or observation requiring explanation or comments from the Board under Section 134(3) of the Act.

As per the requirements of the SEBI Listing Regulations, News24 Broadcast India Limited and E24 Glamour Limited, material subsidiaries of the Company have undertaken secretarial audit for the financial year 2022-23. The Secretarial Audit Report in Form No. MR-3 for the financial year ended March 31,2023 of the material subsidiaries does not contain any qualification, reservation or adverse remark and is attached as Annexure III and Annexure IV respectively and forms an integral part of this Report.

A Secretarial Compliance Report for the Financial year ended March 31, 2023 on compliance of applicable SEBI Listing Regulations and circulars / guidance issued there under was obtained from M/s Balika Sharma & Associates and submitted to the stock exchanges. Such Report is annexed as Annexure V which forms as internal part of this Board Report.

(v) Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Internal Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

27. LISTING

The equity shares of the Company are listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). There are no arrears on account of payment of listing fee to the Stock Exchanges.

28. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

As per Regulation 34(3) of the SEBI Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from company''s Statutory Auditors certify on compliance with corporate governance norms under the SEBI Listing Regulations, is annexed and forms an integral part of this Annual Report.

29. COMPLIANCE WITH SECRETARIAL STANDARD

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis report on your Company''s performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, is provided in separate section and forms an integral part of this Annual Report.

31. CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company. A copy of the Code has been put on the Company''s website www.bagnetwork24.in.

The Company has formulated a Code of Conduct to regulate, monitor, report trading by designated persons to deter the insider trading in the securities of the Company based on the unpublished price sensitive information. The said Code envisages procedures to be followed and disclosures to be made while dealing in the securities of the Company. The said policy was updated and adopted by the Board of Directors pursuant to SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018.

Besides, the Company has also formulated code of Practice and Procedures for fair disclosure of Unpublished Price Sensitive Information in addition therewith pursuant to Regulation 8 of the SEBI (Prohibition of Insider Trading) Regulations, 2015. These codes are applicable

to Directors/officers/connected person/designated employee of the Company and their immediate relatives. The full text of the Code is available on the website of Company under "Code of Conduct & Policies" and can be accessed at Company''s website www.bagnetwork24.in.

32. CAPITAL STRUCTURE

The authorized share capital of the Company as on March 31, 2023 was Rs. 550,000,000/- divided into 275,000,000 Equity Shares of Rs. 2/- each.

The paid up Equity Share Capital as on March 31,2023 was Rs. 395,836,180/- (including calls in arrear of Rs. 170,341/-) divided into 197,918,090 equity shares of Rs. 2/- each.

During the year under review, the Company neither issued any shares with differential voting rights nor issued sweat equity shares.

33. REMUNERATION OF DIRECTORS AND EMPLOYEES

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure VI as part of this Board''s report.

The information required pursuant to Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company is available for inspection on company website at www.bagnetwork24. in up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 (''POSH ACT'')

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company''s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of POSH Act. The Company has complied with provisions relating to the constitution

of Internal Complaints Committee (''ICC'') under POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The Company has also constituted ICCs at all its locations, to inquire into complaints of sexual harassment and recommend appropriate action. No complaint has been registered with the Company during the year under review.

35. OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items, during the year under review:

1. Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 against the Company.

2. No material events, changes, commitments have occurred between the end of Financial Year 2022-23 and the date of this Report which have effect over the financial position of the company.

36. ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our viewers, bankers, financial institutions, business associates, members and other stakeholders for their continued support to the Company.

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Mar 31, 2018

BOARD''S REPORT

To,

The Members,

B.A.G. Films and Media Limited

The Directors have pleasure in presenting their 25th Annual Report on business and operations of the Company along with the Audited Financial Statements for the financial year ended March 31, 2018. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The standalone and consolidated performance of the Company and its subsidiaries, for the year under review along with previous year figures are given hereunder:

(Rupees in Lacs)

Particulars	Standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Total Income	2,505.99	2,474.70	13,316.14	1,3761.25
Profit before Depreciation & Financial Charges	1,529.65	1,556.68	2,787.26	3,286.65
Financial Charges	757.58	1,068.91	1,384.67	1,634.95
Cash Profit	772.07	487.77	1,402.59	1,651.70
Depreciation	1,227.63	785.71	1,697.46	1,299.15
Profit before Tax	(455.56)	(297.94)	(294.87)	352.55
Provision for Tax	(167.17)	(35.71)	(147.42)	(6.42)
Profit after Tax	(288.39)	(262.23)	(147.45)	358.97
Proposed Dividend	Nil	Nil	Nil	Nil

COMPANY PERFORMANCE/ STATE OF COMPANY''S AFFAIRS

During the year under review, the Standalone total income from operation of the company is Rs. 2,505.99 lacs against Rs. 2474.70 lacs during the previous financial year. As per the Consolidated Accounts, the total income decreased from Rs. 13,761.25 lacs to Rs. 13,316.14 lacs during the year. As a strategy, we focused on cost optimizing thereby improving bottom-line. There was standalone Cash profit of Rs. 772.07 lacs as against Rs. 487.77 lacs in previous year.

On Standalone basis, loss after tax for the year slightly increased to Rs. 288.39 lacs against Rs. 262.23 lacs in Financial Year 2016-17.

BAG

BAG holds the unique distinction of producing programmes of all genres for a range of channels and audience. We maintain a strong leadership spot in the TV business with our unmatched creative production capacity to develop shows catering to a diverse set of audience. We have constantly built relationships across the news and entertainment industry which allows us to identify new avenues and markets. We will continue to focus on creating more high impact content for the daily shows as they are more economical and profitable. We are consistently building capacity and capabilities to provide relevant content on a regular basis in the digital space.

We will also create more content for news and entertainment channels. We are also planning to produce content for digital platform such as Netflix and Hotstar.

Broadcasting

News24, a 24 hours National Hindi free to air Hindi news channel operating through its subsidiary, i.e. News24 Broadcast India Limited, has consistently maintained healthy market share in Hindi News Genre and is available throughout India on cable and DTH platforms. In the age of social media, News 24 has been able to maintain its credibility.

News24, Hindi news channel is also available throughout West Asia and the MENA Region on DU network.

E24, a 24 hours Bollywood Entertainment channel operating through its subsidiary E24 Glamour Limited, pitched as Bollywood''s channel managed to attract audience of all age groups and succeeded in creating a new genre in television entertainment.

E24, now available throughout west Asia and the MENA region on DU network has gained popularity in international market too.

Dhamaal24

FM radio station, on frequency 106.4 in the name of "Dhamaal24

- Har Khushi hai Jahan" operating through its subsidiary Skyline Radio Network Limited is now the voice of the regions and many of its shows are household names in all ten cities where it is operational i.e.Hissar, Karnal, Patiala, Ranchi, Muzaffarpur, Dhule, Jalgaon, Ahemednagar, Simla and Jabalpur.

Darshan24: Darshan24 is the new age devotional channel which has been designed for all age groups. The Channel endeavors to bring the masses close to roots of our Indian culture and its

Appointments/ Resignations of the Key Managerial Personnel

Ms. Anurradha Prasad, Chairperson cum Managing Director, Mr. Ajay Jain, Chief Financial Officer and Mr. Rajeev Parashar, Secretary of the Company are the Key Managerial Personnel as per the provisions of the Act. During the year under review, there was no change in the Key Managerial Personnel of the Company.

Directors retiring by rotation

Pursuant to provision of section 152 of the Act read with the Articles of Association of the Company, Ms. Anurradha Prasad will retire by rotation at the ensuing 25th Annual General Meeting and is eligible for re-appointment.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has carried out the annual performance evaluation of its own performance, of the Directors individually, as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees of the Board. At the meeting of the Board, all the relevant factors that are material for evaluating the performance of individual Directors, the Board and its various Committees, were discussed in detail.

Schedule IV of Companies Act, 2013 read with corporate governance requirements as prescribed by under the SEBI Listing Regulations mandate that annual performance evaluation of Independent Directors should be carried out by other directors to the exclusion of Directors being evaluated.

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report section in the Annual Report. The Board approved the evaluation process results of the Company.

Meetings

The Board of Directors of your Company met 7 (seven) times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Composition of Committees of the Board of Directors

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board. The terms of reference of Board Committees are determined by the Board from time to time.

The Company''s Board has the following Committees:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Risk Management Committee

4. ESOP Compensation Committee

diverse religion in order to teach and preach the new generation our long age tradition and customs.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2018.

DIVIDEND

The Directors express their inability to declare any dividend for the financial year ended March 31, 2018 on account of losses incurred during the year under review. The Company has not made any transfer to General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013 (herein after referred as "the Act"), relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review, the Company has no any unclaimed and unpaid dividend amount for a period of seven year or more.

DIRECTORS

There are 5 (five) Directors on the Board of your Company, comprising of 3 Independent Directors, a Non-Executive Director and a Chairperson cum Managing Director (CMD).

The Board of the Company besides Ms. Anurradha Prasad, as the Chairperson cum Managing Director has 2(two) women Independent Directors, viz. Dr. Anuradha Mishra and Ms. Urmila Gupta.

Independent Directors

Definition of Independence of Directors is derived from Regulation 16 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (herein after referred as "the SEBI Listing Regulations") and Section 149(6) of the Act. The Company has received necessary declaration from Independent Directors stating that they meet the prescribed criteria of independence.

Based on the confirmation/ disclosures received from the Directors under section 149 (7) of the Act, the following Non Executive are considered as Independent Directors:

1. Dr. Anuradha Mishra

2. Ms. Urmila Gupta

3. Mr. Pankaj Chaturvedi

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairperson was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Appointments/ Resignations from the Board of Directors

During the financial year under review, there was no change in the Board of Directors of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) and section 134(3)(a) of the Act extract of the Annual Return as on March 31, 2018 in Form No. MGT-9 is enclosed as Annexure I to this report.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134 (3) (m) of the Act read along with Companies (Accounts) Rules, 2014, regarding conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNING AND OUTGO

During the financial year 2017-18, your Company''s foreign exchange earning was nil and foreign exchange outgoings were Rs. 2,871,955.

SIGNIFICANT AND MATERIAL ORDERS

During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s
operations in future.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company had internal financial control systems, commensurate with the size and complexity of its operations, to ensure proper recording of financial and monitoring of operational effectiveness and compliance of various regulatory and statutory requirements. The internal auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company. Based on the report of the internal auditor, respective departments undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements which form part of this Annual Report.

RISK MANAGEMENT POLICY

In accordance with the requirements of the Companies Act, 2013 the Company has adopted Risk Management Policy, approved by Board and established a risk management framework to identify, mitigate and control the risk and threat.

An abridged policy on risk management has been placed on the company''s website www.bagfilms.com.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board''s Report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits under section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

5. Nomination and Remuneration Committee

6. Securities Committee

The details of scope terms of reference, membership, composition and attendance at meetings are provided in Corporate Governance Report of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability confirm that:-

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they 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 March 31, 2018 and of the loss of the Company for the year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts of the Company on a ''going concern'' basis.

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

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

SUBSIDIARY COMPANIES

The Company has four subsidiaries as on March 31, 2018 out of which one is Wholly Owned Foreign Subsidiary. There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013.

Consolidated Financial Statements

The audited consolidated financial statements together with Auditors Report form part of the annual report. The details of basis of preparation and consideration, principle of consolidation are disclosed in Notes of Consolidated Financial Statement. Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

Further, pursuant to the provisions of section 136 of the Act, the financial statements of the Company including the consolidated financial statements along with relevant documents and separate audited financial accounts in respect of subsidiaries, are available on the company''s website www.bagfilms.com.

AUDITORS AND AUDITORS'' REPORT Statutory Auditors

M/s. Kumar Khare & Co., Chartered Accountants (ICAI Firm Registration No 006740C), Chartered Accountants, were appointed as Statutory Auditors of the Company at the 24th Annual General Meeting held on September 26, 2017 for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.

In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified at every Annual General Meeting.

Qualification in Auditors reports

There are no qualifications, reservations or adverse remarks made by M/s. Kumar Khare & Co., Chartered Accountants, Statutory Auditors, in their report for the financial year ended March 31, 2018.

Pursuant to provisions of section 143(12) of the Companies Act,

2013, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review.

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 has appointed M/s Balika Sharma & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2018.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in her report. The Report of the Secretarial Audit in Form No MR-3 for the financial year ended March 31, 2018 is enclosed as Annexure IV to the Board''s Report.

LISTING

The equity shares of the Company are listed with National Stock Exchange of India Limited (NSE) and BSE Limited (BSE). There are no arrears on account of payment of listing fee to the Stock Exchanges.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

As per Regulation 34 of the SEBI Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from M/s. Kumar Khare & Co., Statutory Auditors, on compliance with corporate governance norms under the SEBI Listing Regulations, is annexed and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis report on your Company''s performance, industry trends and other material changes

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company believes in voluntary commitment to Corporate Social Responsibility initiatives though mandatory contribution is not yet applicable to the company. The Company shall report the same and shall submit the relevant report as and when they become applicable.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection & appointment of Directors, Senior Management and their remuneration in compliance with provisions of section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations as amended from time to time.

The Remuneration policy of the Company is a comprehensive policy which is competitive, in consonance with the industry practices. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.

The Company''s Policy relating to appointment of Directors, payment of managerial remuneration, Directors'' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure II and forming part of the Board''s Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions, which is also available on the Company''s website www.bagfilms.com.

The Policy intends to ensure that proper reporting approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions entered during the year were placed before the Audit Committee for review and approval and were in Ordinary Course of the Business and at Arm''s Length basis.

The particulars of related parties transactions referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arm''s length transactions under third proviso thereto are dis

disclosed in Form No. AOC -2 in Annexure III forming part of the Board''s Report.

VIGIL MECHANISM

The company has a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company''s code of conduct or ethics policy to the Audit Committee. There is no restriction for reporting any such occurrence and all the employees have uninterrupted access for reporting their concern in confidence to the Audit Committee.

The details of the Whistle Blower Policy are posted on the website of the Company at www.bagfilms.com .

office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

Information Required Under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy. No complaints were received by the committee during the year.

Material Events Occurred between the end of Financial Year to which the Financial Statement relates and the Date of the Report:

No material event has occurred between the end of Financial Year 2017-18 and the date of this Report which has effect over the financial position of the company.

Additional Information

The consolidated financial statements of the Company form part of this Annual Report. The Audited Annual Accounts and related information of the Company''s subsidiaries will be made available upon request. These documents will also be available for inspection during business hours at the Company''s registered office in Delhi, India. The subsidiary companies'' documents will also be available for inspection at the respective registered offices of the subsidiary companies during business hours.

ACKNOWLEDGEMENTS

Your Directors thank the Central and State Governments Departments, organizations and agencies for the continued help and co-operation extended by them.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. viewers, producers, vendors, members, stock exchanges, auditors, consultants, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company''s wellbeing.

For and on behalf of the Board of Directors

B.A.G. Films and Media Limited

Anurradha Prasad

Chairperson cum Managing Director

(DIN:00010716)

Place: Noida

Date: 28.05.2018

---

Mar 31, 2015

To,

The Members,

B.A.G. Films and Media Limited

The Directors have pleasure in presenting the 22nd Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended on March 31, 2015.

FINANCIAL RESULTS

The Company's financial performance, for the year under review alongwith previous figures are given hereunder:

(Rupees in Lakhs)

Particulars 2014-15 2013-14

Total Income 3,237.73 5,881.45

Profit before Depreciation & 1,452.76 1,973.77 Financial Charges

Financial Charges 1,419.59 1,684.29

Cash Profit 33.59 289.48

Depreciation 1,548.71 1,157.34

Profit before Tax (1,515.11) (867.86)

Provision for Tax (261.68) (8.35)

Profit after Tax (1253.43) (859.50)

Proposed Dividend Nil Nil

RESULTS OF OPERATIONS/ STATE OF COMPANY'S AFFAIRS

During the year under review, the total income from operations of the company was Rs. 3237.73 lacs against Rs. 5881.45 lacs during the previous financial year. The Company recorded a net loss of Rs. 1253.43 lacs against net loss of Rs. 859.50 lacs during the previous financial years.

Television Software:

Your Company plans to create and deliver popular, high quality programming for catering to not only domestic but also to the demands of international viewership and expects to earn high returns for the stakeholders. Your Company also leveraged content creations and made optimum use of internal resources and its infrastructure. Your company gave significant impetus to international business regarding healthy growth in export.

Media Education

Your Company has earned royalities for its Media education brand ISOMES (International School of Media & Entertainment Studies). ISOMES is offering full time graduate courses in Broadcast Journalism under the aegis of B.A.G. Films Media Education Society Broadcasting

News24, a 24 hours National Hindi free to air Hindi news channel operating through its subsidiary News24 Broadcast India Limited, has consistently maintained healthy market share in Hindi News Genre News24 and is available throughout India on cable and DTH platforms.

News 24, Hindi news channel is also available throughout West Asia and the MENA Region on DU network.

E24 a 24 hours Bollywood Entertainment channel of your Company operating through its subsidiary E24 Glamour Limited, pitched as Bollywood's channel managed to attract audience of all age groups and succeeded in creating a new genre in television entertainment.

E24, now available throughout west asia and the MENA region on DU network has gained popularity in International market too.

Darshan24: Darshan24 is the new age devotional channel which has been designed for all age groups. The Channel endeavors to bring the masses close to the roots of our Indian culture and its diverse religion in order to teach and preach the new generation our long age tradition and customs.

It is the source of all wisdom, the home of all knowledge, focusing on the elevation and awakening of the soul, the enhancement of the power within us. Channel is dedicated to the Indian Philosophy, Religion, Spiritual solidarity, Culture and dissemination of the vast and timeless knowledge of the great "Sanatana Dharma" to the people of the world.

Radio

Your Company has 10 FM Radio stations operating in the brand name 'Dhamaal24' at 106.4 FM under its subsidiary Skyline Radio Network Limited (formerly known as Dhamaal24 Radio Network Limited) in the cities of Hissar, Karnal, Patiala, Shimla, Muzaffarpur, Ranchi, Jabalpur, Jalgaon, Dhule and Ahmednagar.

106.4 FM Radio Dhamaal24 –Har Khushi hai Jahan is a hybrid FM Channel bringing to the listeners life in all manifestations. Dhamaal24 is a channel with a slice of life and approach to the infotainment & entertainment programming.

CHANGE IN NATURE OF BUSINESS IF ANY

There was no change in the nature of Business of the Company during the financial year ended March 31, 2015.

DIVIDEND

The Directors express their inability to declare any dividend for the financial year ended March 31, 2015 on account of losses incurred during the year under review. The Company has not made any transfer to General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

Pursuant to the erstwhile provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on or before the prescribed due dates, to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 25.06.2014 (date of last Annual General Meeting) on the Company's website www. bagflms.com and also on the Ministry of Corporate Afairs' website.

In terms of Section 125 of the Companies Act, 2013, unclaimed or unpaid dividend relating to the financial year 2007-08 is due for remittance on or before 23.10.2015 to the Investor Education and Protection Fund. Details of transfer of funds to IEPF during the FY 2014-15 are given herein below:-

Particulars Amount (in Rs.)

Opening Balance (01-04-2014) 210,091

Less: Transfer of Unclaimed Dividend to 77,880 IEPF

Closing Balance (31-03-2015) 132,212

DIRECTORS

There are 4 Directors on the Board of your Company, comprising of 2 Independent Directors, 1 Non-Executive Director and a Chairperson cum Managing Director (CMD).

Women Director

Your Company is in compliance with the provisions of section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, which prescribe the requirement of at least one Women Director on the Board of the Company. The Board of the Company, besides Ms. Anurradha Prasad, as the Chairperson cum Managing Director has 2(two) women Independent Directors, viz. Dr. Anuradha Mishra and Ms. Urmila Gupta.

Independent Directors

In terms of Clause 49 of the Listing Agreement, entered into with the Stock Exchanges and Section 149(6) of the Companies Act, 2013 and based on the confirmation/ disclosures received from the Directors. The Board comprises following Non- Executive Independent Directors:

1. Dr. Anuradha Mishra

2. Ms. Urmila Gupta

Declaration by Independent Directors

The Independent directors have submitted their declaration of Independence, as required under to section 149 (7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in sub section (6).

Appointments/ Resignations from the Board of Directors

Ms. Urmila Gupta was appointed as Independent Director by the Members at the last Annual General Meeting of the Company held on 25 June 2014 for a term of 5(five) years.

Mr. Prem Behl, Independent Director of the Company resigned from the Board with effect from November 5, 2014. The Board places on record its appreciation for the outstanding contribution made by Mr. Behl during his tenure as the Director of the Company.

Appointments/ Resignations of the Key Managerial Personnel

Ms. Anurradha Prasad, Chairperson cum Managing Director, Mr. Ajay Jain, Chief Financial Officer and Mr. Rajeev Parashar, Secretary of the Company are the Key Managerial Personnel as per the provisions of the Companies Act, 2013. Ms. Anurradha Prasad, Chairperson cum Managing Director and Mr. Rajeev Parashar, Secretary have been holding the respective position of the Company before the commencement of the Companies Act, 2013.

The Board of Directors of the Company at their meeting held on February 12, 2015 re-appointed Ms. Anurradha Prasad as Chairperson cum Managing Director, subject to the approval of Shareholders for further period of 5(five) years with effect from April 1, 2015.

The Board of Directors of the Company at their meeting held on May 29, 2015 appointed Mr. Ajay Jain as Chief Financial Officer of the Company.

Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 read with the Articles of Association of the Company, Mr. Sudhir Shukla retires by rotation and is eligible for re-appointment.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committees and Stakeholders Relationship Committee .

Familiarization programmes for Board Members

The Board members are provided with necessary documents/ brochures, reports and internal policies to enable them to familiarize with the Company's procedures and practices.

Periodic presentations are made at the Board and Committee Meetings thereof, on business and performance updates of the Company along with business strategy. Detailed presentations on the Company's business were made before the Board members as a part of familiarisation programme for effective policy and decisions making.

Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year 4 (four) Board Meetings and 4 (four) Audit Committee Meetings were convened and held, the details whereof are provided in the Corporate Governance Report of this Annual Report.

The intervening gap between the Meetings was within the time limit prescribed under the Companies Act, 2013 read with the Listing Agreements with the Stock Exchanges.

Composition of Committees of the Board of Directors

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/activities which concern the Company and need a closer review. The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board. The terms of reference of Board Committees are determined by the Board from time to time.

At present there are following five Committees of the Board:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Risk Management Committee

4. ESOP Compensation Committee

5. Nomination and Remuneration Committee

In addition, the Board is also empowered to constitute specific committees, from time to time, depending on the business exigencies, and simultaneously dissolves such Committees, that are no longer required. The terms of reference of the Committees are reviewed and modified by the Board from time to time. Meetings of each Committee are convened by the respective Committee Chairman. The Company Secretary prepares the agenda and explanatory notes, in consultation with the respective Committee Chairman and circulates the same in advance to all the members. Every member is free to suggest inclusion of item(s) on the agenda. Minutes of the Committee meetings are approved by the respective Committee and thereafter placed before the Board. The detail of Committees are provided in Corporate Governance Report of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:- a) in the preparation of the annual financial statements for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

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 as at March 31, 2015 and of the loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended March 31, 2015 of the Company on a 'going concern' basis.

e) that proper internal financial controls are in place and that the financial controls are adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were and that such system were adequate and operating effectively.

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JV

There are four subsidiary companies out of which one is Wholly Owned Foreign Subsidiary. During the year, BAG Infotech Private Limited and BAG Live Entertainment Limited ceased to be associates.

The Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies, are not being attached with the Balance Sheet of the Company. Salient features of Financial Statements of Subsidiaries in the prescribed format, form part of this Financial Statements. However, the financial statements of the subsidiary companies are available on the website of the company. The Company will provide on demand a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies. The Policy for determining material subsidiaries may be accessed under Investor section on the Company's website www.bagflms.com.

Consolidated Financial Statements

The Consolidated Financial Statements of subsidiary Companies in terms of Section 129(3) of the Companies Act, 2013 read with Rule 6 of the Companies (Accounts) Rules, 2014 are prepared in accordance with the Companies relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT- 9 is annexed herewith as Annexure I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 134 (3) (m) of the Companies Act, 2013 read alongwith Companies (Accounts) Rules, 2014, regarding conservation of energy and technology absorption are not applicable.

During the year, your Company has incurred expenditure in foreign currency to the extent of Rs. 5,380,347/- as against Rs. 2,303,219 in the previous financial year 2013-2014 and earned Rs.1,328,53,055 (previous year Rs. 739,18,820).

SIGNIFICANT AND MATERIAL ORDERS

There were no significant or material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROLS

The Company has adequate internal financial controls with reference to financial statements, being examined by the management and internal auditors with the size, scale and complexity of its operation. To maintain its objectivity and independence, the Internal Financial Audit functions reports to the Chairman of the Audit Committee of the Board. During the year, no reportable material weaknesses in the design or operation were observed.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT POLICY

In accordance with the requirements of the Companies Act, 2013 and Listing Agreement towards Company has adopted Risk Management Policy, approved by Board and established a risk management framework to identify, mitigate and control the risk and threat. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments .Risk management forms an integral part of the Company's Mid-Term Planning cycle. The key business risks identified by the Company and its mitigation plans are as under:

Project Risks:

The Media and Entertainment Industry is capital intensive in nature. According to a report on M & E Industry Indian market is poised to grow at a CAGR of 13.9 per cent, to grow from INR1026 billion in 2014 to reach INR1964 billion by 2019, a growth rate that is almost double that of the global media and entertainment industry. In the execution of large projects which are highly capital intensive in nature, there could be exposure to time and cost overruns. To mitigate these risks, the project management team and the project accounting and governance framework has been further strengthened.

Competition Risks:

The Media and Entertainment Industry is becoming intensely competitive with the foray of new entrants and some of the existing players adopting inorganic growth strategies. To mitigate this risk, the Company is leveraging on its expertise, experience and its created capacities to increase market share, enhance brand equity / visibility and enlarge product portfolio and service offerings. It would also leverage on its Infrastructure, Commercial and Institutional Sales team to offer value to customers. The Company tapping international market to beat local competition.

Occupational Health and Safety Risks:

Safety of employees is of utmost importance to the Company. To reinforce the safety culture in the Company, it has identified Occupational Health & Safety as one of its focus areas.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit under section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014

CORPORATE SOCIAL RESPONSIBILITY POLICY

The Company believes in voluntary commitment Corporate Social Responsibility initiatives, through the said provisions are not applicable. However, once the said provisions are applicable, the Company shall report the same in the coming years and shall submit the relevant report on such applicability.

NOMINATION & REMUNERATION POLICY

The Company has constituted a Remuneration Committee of Directors in compliance with provisions of the Companies Act, 1956 and Clause 49 of the Listing Agreement as amended from time to time. During the year under review, the nomenclature of Remuneration Committee was changed to "Nomination and Remuneration Committee" as required under the provisions of Section 178 of the Companies Act, 2013 and revised Clause 49 of the listing agreement (effective October 1, 2014), related to Corporate Governance, entered into with the Stock Exchanges.

The Remuneration policy of the Company is a comprehensive policy which is competitive, in consonance with the industry practices. The policy ensures equality, fairness and consistency in rewarding the employees on the basis of performance against set objectives.

The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure II and forms part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. 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.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. In accordance with the requirements of Listing Agreement, the Company has also adopted the Policy on Related Party Transaction and the same has been uploaded on the website of the company.

The particulars of every contract and arrangement entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto are disclosed in Form No. AOC -2 in Annexure III and form part of this Report.

The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report.

VIGIL MECHANISM

The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior and to meet the objective, it has formulated a Whistle Blower Policy to establish a vigil mechanism for Directors and employees of the Company to report concerns about unethical behavior, actual or suspected fraud or violation of the company's code of conduct or ethics policy to the Audit Committee. There is no restriction for reporting any such occurrence and all the employees have uninterrupted access for reporting their concern in confidence to the Audit Committee.

The details of the Whistle Blower Policy are posted on the website of the Company at www.bagflms.com .

AUDITORS AND AUDITORS' REPORT

Statutory Auditors

M/s. Joy Mukherjee & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Certificate from the Auditors have been received to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment.

Qualification in Auditors reports

All observations made in the Independent Auditors' Report are self explanatory and suitably addressed in the Notes forming part of the Financial Statements and do not call for any further comments. The Company is in the regime of unqualified financial statements.

The Internal Auditor directly reports to the Audit Committee.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Balika Sharma & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure IV to this Report.

LISTING

The equity shares of the Company are listed with National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and *Delhi Stock Exchange Limited (DSE). There are no arrears on account of payment of listing fee to the Stock Exchanges.

*SEBI vide its Order No. WTM/PS/45/MRD/DSA/NOV/2014 dated 18.11.2014, has withdrawn recognition granted to DSE.

CORPORATE GOVERNANCE

The Report on Corporate Governance together with the Certificate from Statutory Auditors of the Company regarding the Compliance of conditions of Corporate Governance by the Company as stipulated in Clause 49 of the Listing Agreement is annexed and forms part of the Board Report.

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements.

The Certificates from CMD/CFO inter-alia confirming the correctness of the financial statements, compliance with Company's Code of Conduct, adequacy of Internal Control measures and reporting of the matters to the Audit Committee in terms of Clause 49 of the Listing Agreement is attached in Corporate Governance Report and forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report pursuant to Clause 49 of the Listing Agreement is provided separately and forms part of this Annual Report.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (the Code) modified from time to time as prescribed under the Listing Agreement, applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. The Code reflects the values of the Company. A copy of the Code has been put on the Company's website www.bagflms.com. The Code has been circulated to Directors and Senior Management Personnel, and its compliance is affirmed by them annually.

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company in compliance with the SEBI Insider Trading Regulation. The Securities and Exchange Board of India ("SEBI") vide Notification No. LAD-NRO/GN/2014-15 dated 15th January, 2015 has introduced new regulation to put in place a framework for prohibition of insider trading in securities and to strengthen the legal framework viz. SEBI (Prohibition of Insider Trading) Regulations, 2015.

In compliance with the SEBI Regulations, the existing Code of Conduct which was formulated under erstwhile regulation has been replaced with the new Code of Conduct, viz. "Code of conduct for trading by insiders" pursuant to Regulation 9 of the SEBI Regulation. Besides, the Company has also formulated code of fair disclosure of Unpublished Price Sensitive Information in addition therewith pursuant to Regulation 8 of the SEBI Regulations. These codes are applicable to Directors/officers/ connected person/designated employee of the Company and their immediate relatives. Both these codes have been made effective retrospectively from 15th day of May 2015.

PREFRENTIAL ALLOTMENT

Convertible Warrants

Your company issued and allotted 80,000,000 warrants, to eligible allottees under promoter/non- promoter group company on Preferential Basis with an option to get allotted one equity share per warrant before expiry of eighteen months from the date of allotment, pursuant to section 42 and 62 of the Companies Act, 2013 as per the approval accorded by the Members of the Company at the 21st Annual General Meeting held on June 25, 2014. In the first tranche 8,500,000 warrants of Rs. 2/- each at a price of Rs. 3.40/- per share ("conversion price" including a premium of Rs. 1.40/- per share) were converted into equal number of equity shares of Rs. 2/- each during the FY 2014-15 and listing and trading permission for these shares have been duly obtained from the respective Stock Exchanges

The paid up Equity Share Capital as on March 31, 2015 was Rs. 357,436,180/- (including calls in arrear of Rs. 170,341/-).

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule, 5 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 Report and Accounts are being sent to the Members and others entitled there to, 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 the ensuing Annual General Meeting. Any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

The ratio of the remuneration of each Director to the median employee's remuneration and other details in term of subsection (12) of section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as part of this report at Annexure V.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to thanks Central and State Government Departments, organizations and agencies for the continued help and co-operation extended by them.

Your Directors also gratefully acknowledge all stakeholders of the Company viz. viewers, producers, vendors, members, stock exchanges, Auditors, depositories, consultants, dealers, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors

B.A.G. Films and Media Limited

Anurradha Prasad

Chairperson cum Managing Director

(DIN: 00010716)

Date: May 29, 2015

Place: Noida

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Mar 31, 2013

To , The Members of B.A.G. Films & Media Limited

The Directors are pleased to present their 20th Annual Report on the business and operations of the Company together with the Audited Accounts for the fi nancial year ended March 31, 2013.

FINANCIAL RESULTS

(Rupees in Lakhs) Particulars 2012-13 2011-12

Total Income 4,538.65 5,081.40

Profi t before Depreciation & 1,411.41 1,925.77

Financial Charges Financial Charges 941.65 741.68

Cash Profit 469.76 1,198.44

Depreciation 1453.00 1,120.72

Profi t before Tax (983.24) 63.37

Provision for Tax (97.35) 61.71

Profi t after Tax (885.89) 1.66

Proposed Dividend Nil Nil

PERFORMANCE REVIEW

The year under review had marginal fall in revenues. The total revenue of your company has been Rs. 4,538.65 lacs compared to Rs. 5,081.40 lacs in the previous fi nancial year. The cash profi t has shown an decrease from Rs. 1,198.44 lakhs to Rs. 469.76 lakhs due to increase in fi nancial charges compared to previous year.

Television Software:

Your Company developed and strengthened its client base and produced shows for prominent channels viz. Colors, Imagine TV, Life OK and Star. This development required investment in Capital expenditure, which resulted in higher fi nancial cost and higher depriciation leading to negative profi t after tax. The management is confi dent that this investment would result into improved revenues and better profi ts in the next fi nancial year. Your Company also leveraged content creations and made optimum use of internal resources and its infrastructure.

The Company in association with ''Nautanki Films Private Limited'' made a landmark show such as ''Madhubala- ek- ishq-ek-junoon" (Madhubala) for channel Colors and ''Sapno ke Bhawar mein'' on Life OK channel. The Madhubala had won the "Favorite New TV Drama Award" at the People''s Choice Award 2012 Show on Colors. It also bagged the Best Fiction Show at the Apsara Guild Awards. During the year the Madhubala has completed its 200 episodes. The show received excellent reviews and has been liked across the audience for its unique concept.

Your Company plans to create and deliver popular, high- quality programming for catering to not only domestic but also to the demands of international viewership and expects to earn high returns for their stakeholders.

B.A.G. Network''s production house ''Studio 24'' holds the unique distinction of producing programs of all genres for a range of channels and audience. Programs like Baba Aisa Var Dhundoo and Madhubala amongst others cover a gamut of genres in producing of television programs. Studio-24 produced programs "Sapno ke bhawar me" for television entertainment channels Star TV. Studio-24 has set all new standards in producing television programs. The Company continued its focus on commissioned programs and bagged contracts from prestigious channels.

Media Education

Your Company has been providing media education through its media school iSOMES (International School of Media & Entertainment Studies). iSOMES is offering full time graduate courses in Broadcast Journalism. ISOMES has its affi liation with Mahatma Gandhi University, Shilong and offers full time Graduate & Masters courses in Broadcast Journalism.

ISOMES ITA - iSOMES has spread its wings and its franchiee in Lucknow has witnessed healthy growth. In Mumbai the two leading schools of Media and Performing Arts of India namely iSOMES and Indian Television Academy have joined hands to provide a platform to empower students who are keen to carve a niche in Acting, Singing, Dancing and Grooming. The other courses offered by the school comprises:- - Post Graduate full time Diploma in Broadcast Journalism

- Post Graduate full time Diploma in TV Production & Direction

- Certifi cate in Post Production & Video Editing

- Certifi cate in Camera & Lighting

- Certifi cate in Radio Production & Jockeying

- Certifi cate in Creative Writing & Scripting

- Certifi cate in Anchoring & Reporting

Broadcasting

News24, a 24 hours National Hindi free to air news channel operating through its subsidiary News24 Broadcast India Limited has been very well received by the audiences. It has consistently maintained approx 10% market share in Hindi News genre and is available throughout India on cable and DTH platforms.

Programs like Aaj Ka Reporter, Kaand, Aamne Saamne, Sabse Bada Sawal, Ek Shakhsiyat ki 50 Ansuni Kahania and Khabrein 30 Second Mein amongst others cover a gamut of genres in news reporting and have been received exceptionally well with the audiences across the nation.

Aaj Ka Reporter is one of the most liked program on News 24. Ek Shakhsiyat ki 50 Ansuni Kahania has also been awarded the most Best-Presented Popular News Show by the News Television Awards 2012.

E24: a 24 hours Bollywood Entertainment channel of your Company operating through its subsidiary E24 Glamour Limited has also been growing at a rapid pace and has garnered healthy channel shares. Pitched as Bollywood''s fi rst news channel ''E24'' managed to attract audiences of various age groups and succeeded in creating a new genre in television entertainment and remains bollywood ka No.1 channel.

The channel has not only successfully been able to entertain its audience but has also been educating the youth by sending important messages and uplifting the lifestyle upto the global standard at same time not forgetting its culture and traditions.

During the year E24 launched a slew of new shows while continuing with its fl agship shows like Bollywood Reporter and U Me & TV, thus strengthening its programming line- up further. There was 20 Ka Dum, featuring 20 of the most signifi cant stories from Bollywood.

Darshan24: Darshan24 is the new age devotional channel which has been designed for all age groups. The Channel endeavors to bring the masses close to roots of our Indian culture and its diverse religion in order to teach & preach the new generation our long age tradition & customs.

It is the source of all wisdom, the home of all knowledge, focusing on the elevation and awakening of the soul, the enhancement of the power within us. This channel is dedicated to the Indian Philosophy, Religion, Spiritual solidarity, Culture and dissemination of the vast and timeless knowledge of the great "Sanatana Dharma" to the people of the world.

The programmes on this channel range from Hindu bhajans, kirtans, aartis , aradhanas and spiritual discourses by prominent, respected saints to Good healthy living - programs on yoga, general well being, special educational programming highlighting ayurveda along with documentaries on places of worship, temples, cities, on the various festivals of India.

During the year the channel produced its programs such as Aradhana, Mandir Darshan, Kaal Chakra, Dharma Special, Margdarshak, Sundarkand. Kaal Chakra, Sanjeevani and Aradhana is a popular show which manage to attract audience of various age groups.

Radio

Your Company has 10 FM Radio stations operated with the brand name ''Dhamaal24'' at 106.4 FM under its subsidiary

Dhamaal24 Radio Network Limited (formerly known as B.A.G. Infotainment Limited) in the cities of Hissar, Karnal, Patiala, Shimla, Muzaffarpur, Ranchi, Jabalpur, Jalgaon, Dhule and Ahmednagar.

106.4 FM Radio Dhamaal24 – Har Khushi hai Jahan is a hybrid FM Channel bringing to the listeners life in all manifestations. Dhamaal24 is a channel with a slice of life and approach to the infotainment & entertainment programming. Riding on the vast reservoir of talent and human resource, Dhamaal24''s programming ideology is based on extensive research, demographic understanding and strategic planning in synchronization with sales requirements. All out efforts are made to establish Dhamaal24 a brand with great recall value. Various programming are purposely aligned for maximum listenership. Our content entices are our regional listeners.

Your Company has also revamped and changed the look of its radio station ''Dhamaal24'' with revitalized, novel and popular shows like MorningPur, Gossip Mohalla, Sumiran, Dharma Yaatra, Jhumri Talaiya, Aamne-Saamne, Har Khushi Hai Jahan, Taka Tak Morning, Chughliyan, Velle Hum Velle Tum, Bolymal, Bumper Bachake , Back to Back, Reel Ki Real Life and Star Track are aired on Dhamaal24 keeping the regional fl avor in each of its programmes offered to its listeners.

DIVIDEND

The Directors express their inability to declare any dividend for the fi nancial year ended March 31, 2013 on account of losses during the year under review. The Company has not made any transfer to General Reserve.

Pursuant to the provisions of section 205A(5) of the Companies Act, 1956, dividend for the fi nancial year 2005- 06 which remains unpaid or unclaimed for a period of 7 years, shall be transferred by the Company to the Investors'' Education and Protection Fund (IEPF).

DIRECTORS

During the year, Mr. Rajiv Shankar, Non-Executive Director resigned from the Board of the Company with effect from November 09, 2012. Ms. Ragini Kumar, Non-Executive Independent Director and Mr. Sudhir Shukla, were appointed as Non-Executive Director on the Board of the Company with effect from May 30, 2012 and February 13, 2013 respectively.

In terms of Article 89 of Articles of Associations of the Company and pursuant to section 256 of the Companies Act, 1956, Mr. Prem Behl, liable to retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment in terms of the provisions of the Articles of Association of the Company. The above re-appointment forms part of the Notice of the 20th Annual General Meeting and the relevant resolution are recommended for your approval.

Mr. Sudhir Shukla was appointed as Additional Director of the Company on February 13, 2013 to hold offi ce up to the conclusion of the ensuing Annual General Meeting. The Company has received notice along with requisite fee under Section 257 of the Companies Act, 1956 from Member proposing the appointment of Mr. Sudhir Shukla as Non- Executive Director of the Company. The Board recommends his appointment as Director, liable to retire by rotation.

Brief profi le of the Directors who are to be appointed/re- appointed, nature of their expertise in specifi c functional areas, names of companies in which they hold the membership of the Board of Directors or committee thereof, chairmanship of the Board, their shareholding etc. as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are furnished in the notice of the ensuing Annual General Meeting and in the section on Corporate Governance in the Annual Report elsewhere.

Your Directors recommended their appointment/re- appointment at the ensuing Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed chapter on "Management Discussion and Analysis Report" pursuant to clause 49 of the Listing Agreement is given separately in the other part of the Annual Report.

CORPORATE GOVERNANCE

The Company believes that the essence of Corporate Governance lies in the phrase "Your Company". It is "Your" Company because it belongs to you- ''the Shareholders''. The Chairperson and Directors are "Your" fi duciaries and trustees. Their objective is to take the business forward in such a way that it maximizes "Your" long term value. Your Company is committed to benchmark itself with global standards in all areas including highest standards of Good Corporate Governance. Besides adhering to the prescribed Corporate Governance practices as per clause 49 of the Listing Agreement, the company also endeavors to share information with its stakeholders openly and transparently on matters which have a bearing on its economic and reputational interest.

A certifi cate from Statutory Auditors of the Company regarding the compliance of the conditions of Corporate Governance by the Company as stipulated under Clause 49 of the Listing Agreement is also attached to this Report.

Certifi cate from CFO/VP Finance inter alia confi rming the correctness of the fi nancial statements, compliance with Company''s Code of Conduct, adequacy of the Internal Control measures and reporting of matters to the Audit Committee in terms of clause 49 of the Listing Agreement with the Stock Exchanges, is attached in Corporate Governance Report and forms part of this Report.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The

Code of Conduct has been posted on the Company''s website.

Board Members and Senior Management personnel have affi rmed compliance with the Code and a separate declaration to this effect is annexed to the Corporate Governance Report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

During the year the Company has allotted 5,000,000 equity shares by conversion of 5,000,000 equity warrants on April 05, 2012 to M/s ARVR Communications Private Limited. These shares were allotted and admitted for trading in NSE, BSE and DSE.

The shares of your company continue to be listed on National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange Limited (DSE).

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A and Section 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to the Directors'' Responsibility Statement, the Directors of the Company hereby state and confi rm- 1. That in preparation of the accounts for the fi nancial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected 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 fi nancial year and of profi t and loss of the Company for that year;

3. That the Directors have taken proper and suffi cient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the accounts for the fi nancial year ended March 31, 2013 have been prepared on a "going concern" basis.

SUBSIDIARY COMPANIES

As per Section 212 of the Companies Act, 1956, we are required to attach the Balance Sheet, Statement of Profi t and Loss and other documents of our subsidiaries. The Ministry of Corporate Affairs, Government of India (MCA) vide its Circular No. 2/2011 dated 08.02.2013, has approved an exemption to companies from complying with Section 212, provided such companies publish the audited consolidated fi nancial statements in the Annual Report. Accordingly, the Annual Report 2012-13 contains such fi nancial statements of subsidiaries. A statement pursuant to section 212 of the Companies Act, 1956 for summery fi nancial performance of Subsidiary Companies is attached to this report. The audited fi nancial statement and related information of our subsidiaries will be made available on our website, www.bagfi lms.com. The documents will also available for inspection during business hours at our registered offi ce.

The Company is presenting consolidated accounts of its subsidiary companies prepared in accordance with Indian Generally Accepted Accounting Practices (GAAP) and the same are attached herewith.

There has been no change in the nature of business of the company and any of its subsidiary companies during the year.

PREFERENTIAL ALLOTMENT

Convertible Equity Warrants

Your company had issued 5,000,000 convertible equity warrants pursuant to section 81(1A) of the Companies Act, 1956 as per the approval accorded by the Members of the Company at the 17th Annual General Meeting dated September 4, 2010 to M/s ARVR Communications Private Limited, a promoter group company on preferential basis with an option to get allotted one equity share per warrant before expiry of eighteen months from the date of allotment. The Company has allotted these 5,000,000 equity shares by conversion of 5,000,000 equity warrants on April 05, 2012 to M/s ARVR Communications Private Limited.

Employee Stock Option Scheme (ESOPS)

Pursuant to the Special Resolution passed by the Members at an Extra-Ordinary General Meeting held on February 13, 2007 and in principle approval from the Stock Exchanges, your Company has implemented an Employees Stock Option Scheme ("the BAG ESOP Scheme") to reward the employees of the Company and its subsidiaries for their performance and association with the Company and also to motivate them to contribute to the growth and profi tability of the Company, whereby the Company planned to grant up to 10,000,000 options to eligible employees. In the fi nancial year 2008-09 company granted 1,150,000 options to the eligible employees. Each option was exercisable for one equity share at a price of Rs. 13/- each fully paid up on payment to the Company on completion of vesting period as per the above scheme.(Price revised to Rs. 3/- per share under the approval of the members of the Company at Annual General Meeting dated September 04, 2010). Out of 1,150,000 options, 405,000 options are converted till date.

The applicable disclosures as stipulated under the SEBI (Employees Stock Options Scheme and Employees Purchase

Scheme) Guidelines, 1999 as at March 31, 2013 are annexed herewith as Annexure I and forms part of this report.

STATUTORY AUDITORS

M/s Joy Mukherjee & Associates, Chartered Accountants, Statutory Auditors of the Company, bearing Firm Registration No. 006792C, retire at the ensuing Annual General Meeting, and being eligible, offer themselves for re- appointment. The Company has received a certifi cate from them to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualifi ed for such re-appointment within the meaning of section 226 of the Companies Act, 1956.

AUDITORS'' REPORT

All observations made in the Independent Auditors'' Report and notes to the accounts are self explanatory and do not call for any further comments under section 217 of the Companies Act, 1956.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has, during the year under review, transferred a sum of Rs. 1,80,801.40 to Investor Education Protection Fund, in compliance with the provisions of section 205C of the Companies Act, 1956. The said amount represents dividend for the year 2004-05 which remained unclaimed by the shareholders of the Company for a period exceeding 7 years from its due date of payment.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services and to every constituent of the Company be its viewers, producers, regulatory agencies, creditors or shareholders. The unstinting efforts of the employees have enabled your company to remain in the forefront of media and entertainment business.

PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended from time to time, forms part of this Report. However, as per the provision of section 219(1) (b) (iv) of the Companies Act, 1956 the Report and Accounts are being sent to all the members excluding the statement containing the particulars of employees to be provided under section 217(2A) of the Companies Act, 1956. Any member interested in obtaining such particulars may inspect the same at the Registered Offi ce or Corporate Offi ce of the Company or write to the Company Secretary for a copy.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, your Company has incurred expenditure in foreign currency to the extent of Rs. 28,36,348 as against Rs. 26,77,925 in the previous fi nancial year 2011-2011.2

Foreign Exchange earnings during the year and in the previous fi nancial year 2011-2012 were NIL.

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their deep gratitude to the viewers, producers, vendors, investors and

banks for their continued support during the year. Your Directors also wish to place on record their appreciation for the dedicated services rendered by the employees of the Company at all levels, who, through their competence, hard work, solidarity, cooperation and support, have enabled the company to achieve consistent growth.

Your Directors recognize and appreciate the efforts and hard work of all employees of the Company and their continued contribution to its progress.

For and on behalf of the Board of Directors

Anurradha Prasad

Place : Noida Chairperson cum

Date : May 30, 2013 Managing Director

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Mar 31, 2011

The Members, B.A.G. Films & Media Limited

The Directors are pleased to present their 18th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2011.

FINANCIAL RESULTS

(Rupees in Lacs )

Particulars 2010-11 2009-10

Total Income 4749.52 3996.79

Profit before Depreciation and Financial Charges 1228.18 1194.82

Financial Charges 302.11 125.85

Cash Profit 946.27 1089.18

Depreciation 822.29 1010.75

Profit before Tax 103.77 58.22

Provision for Tax 101.95 53.99

Profit after Tax 1.82 4.23

Proposed Dividend (%) NIL NIL

PERFORMANCE REVIEW

During the year under review, the revenues of the Company improved new programming was introduced keeping in mind the changing tastes of the audience. During the financial year under review the total revenue of your company has been Rs. 4749.52 lacs compared to Rs. 3996.79 lacs previous year. Profit before tax improved from 58.22 lacs to 103.77 lacs through cash profit decreased from 1089.18 lacs to 946.27 lacs.

Your Company developed and strengthened its client base and produced shows for prominent channels viz. NGC, Fox History, Colors and Imagine TV apart from Star Plus and Star Suvarna .

Your Company leveraged content creations and did programming for its subsidiaries and thus made optimum use of internal sources and its infrastructure.

The Company continued its focus on commissioned programmes and bagged cotracts from prestigious channels. Your Company also produced documentary films for various State Authorities and private organizations including Ministry of External Affairs. The Company also plans to focus on sponsored programmes.

Television Software:

The content business holds the unique distinction of producing programmes across genre for a range of channels. 'Luteri Dulhan' is running successfully on Imazine and gaining on GRPs. Various other programmes such as India Investigates aired on NGC Fox History was applauded by its viewers.

iSOMES

Your Company has been providing media education through its media school iSOMES (International School of Media & Entertainment Studies) in collaboration with Missouri School of Journalism, U.S.A. iSOMES also has a Memorandum of Understanding with FTII, Pune for exchange of curricula and faculty wherein the students of both the institutes benefits immensely. iSOMES is offering full time graduate courses in Broadcast Journalism.

During the year Media Fest24 "Manthan" a three days media festival organized by iSOMES ended with great fervor and zeal. The Company has big plans to expand the media education by reaching out to other States of India through franchisee model. One such branch opened in Lucknow last year has already shown a good response.

DIVIDEND

The Directors are of the view that resources of the Company need to be conserved for its future growth plans and hence do not recommend any dividend for the financial year ended March 31, 2011.

Broadcasting

News24, a 24 hours National Hindi free to air News channel operating through its subsidiary B.A.G. Newsline Network Limited has been very well received by the audiences. It has consistently maintained around 7% market share and is available throughout India on cable and DTH platforms.

The performance of the channel has improved greatly. The revenues increased by 48.41% during the year under review.

'E24' a 24 hours Bollywood Entertainment channel of your Company operating through its subsidiary B.A.G. Glamour Limited has also been growing at a rapid pace and has garnered healthy channel shares. Pitched as Bollywood's No.1 Channel, 'E24' has managed to attract audiences of various age groups and succeeded in creating a new genre in television entertainment. The Channel has given tough competition to its rivals and has made its presence felt in the music and entertainment sector.

The revenue of the channel saw an increase of 49.07% and losses were reduced by 92.16% year on year.

Radio

Your Company has 10 FM Radio stations operated under the brand name 'Dhamaal24' at 106.4 FM under its subsidiary B.A.G. Infotainment Limited in the cities of Hissar, Karnal, Patiala, Shimla, Muzaffarpur, Ranchi, Jabalpur, Jalgaon, Dhule and Ahmadnagar.

The response of the listeners has been extremely encouraging and our programming has a distinct edge over its competitors. The radio station has gone under major revamp including the re-styling and also the re- programming of all shows. Various new shows have been launched considering the demand & taste of masses which are more appealing and hence are bound to gain more listeners.

The performance of the radio operations has improved greatly. The revenues increased by 150.84% during the year under review and losses were reduced by 98.69% year on year.

DIRECTORS

Pursuant to section 256 of the Companies Act, 1956, and Articles of Association of the Company, Mr.Bhupindar Singh and Mr. Prem Behl, liable to retire by rotation at the ensuing Annual General Meeting and they being eligible, have offered themselves for re-appointment. The above re-appointments form part of the Notice of the 18th Annual General Meeting and the relevant resolutions are recommended for your approval.

Brief profile of the above Directors, nature of their expertise in specific functional areas and names of companies in which they hold the directorship and the membership/ chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the section on Corporate Governance in the Annual Report elsewhere.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed chapter on "Management Discussion and Analysis Report" pursuant to clause 49 of the Listing Agreement is given elsewhere in the Annual Report separately.

CORPORATE GOVERNANCE

The Company believes that the essence of Corporate Governance lies in the phrase "Your Company". It is "Your" Company because it belongs to you- the Shareholders. The Chairperson and Directors are "Your" fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes "Your" long term value. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective Corporate Governance System has been put in place in the Company, which also ensures that the provisions of revised Clause 49 of the Listing Agreement are duly complied with. The company also endeavours to share information with its stakeholders openly and transparently on matters which have a bearing on their economic and reputational interest.

A certificate from Statutory Auditors of the Company regarding the compliance of the conditions of Corporate Governance by the Company stipulated under Clause 49 of the Listing Agreement is also attached to this Report.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on the Company's website.

Board Members and Senior Management personnel have affirmed compliance with the Code and a separate declaration to this effect is annexed to the Corporate Governance Report.

LISTING

The shares of your Company continue to be listed on National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange Limited (DSE). Global Depository Receipts are listed on the Stock Exchange at Luxembourg.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A and Section 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm-

1. That in preparation of the accounts for the financial year ended March 31, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected 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 and of profit and loss of the Company for that year;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the accounts for the financial year ended March 31, 2011 have been prepared on a "going concern" basis.

SUBSIDIARY COMPANIES

As required under the provisions of Section 212 of the Companies Act, 1956, the audited accounts together with Directors' Report and Auditors' Report of its subsidiary companies, B.A.G. Infotainment Limited, B.A.G. Glamour Limited and B.A.G. Newsline Network Limited are appended and form part of the Annual Report. The statement pursuant to Section 212 of the Companies Act, 1956 is attached. The Company has one more subsidiary namely B.A.G. Animation Private Limited. The B.A.G. Animation Private Limited is immaterial to the group by virtue of insignificant investment as a whole and nil turnover hence not included in the Consolidated Financial Statement as per the Accounting Standard-21.

As required by Accounting Standard-21 issued by the Institute of Chartered Accountants of India, the financial statements of the Company reflecting the Consolidation of the Accounts of its subsidiary companies to the extent of its equity holding are included in this Annual Report.

The Company is presenting consolidated accounts of its subsidiary companies prepared in accordance with Indian Generally Accepted Accounting Practices (GAAP) and the same are attached herewith. The accounts of the subsidiary companies have been separately audited as per Generally Accepted Accounting Principles/ Practices.

During the year a wholly owned foreign subsidiary company has been registered in the United Arab Emirates with the name of “B.A.G. Network Limited” on March 27, 2011 with a view to expansion in International Market.

PREFRENTIAL ALLOTMENT

Convertible Equity Warrants

Your company had issued and allotted 15,000,000 convertible equity warrants pursuant to section 81(1A) of the Companies Act, 1956 as per the approval accorded by the Members of the Company at the Annual General Meeting dated August 29, 2009 to ARVR Communications Private Limited a promoter group company on preferential basis with an option to get allotted one equity share per equity warrant before expiry of eighteen months from the date of allotment. These equity warrants were converted into equity shares in two tranches of 7,140,000 warrants and 7,860,000 warrants. Under the first tranche 7,140,000 equity shares had been converted into equity shares on November 28, 2009 and were listed for trading on the Stock Exchanges. In the second tranche remaining 7.860,000 equity warrants were converted into equity shares in the financial year 2010-11 on March 31, 2011 and were listed for trading on all the Stock Exchanges.

Your Company also issued and allotted fresh 5,000,000 convertible warrants pursuant to Section 81(1A) of the Companies Act, 1956 as per the approval accorded by the Members of the Company at the Annual General Meeting dated September 04, 2010 to ARVR Communications Private Limited. a promoter group company on preferential basis with an option to get allotted one equity share per equity warrant before expiry of eighteen months from the date of allotment. The said shares have not been converted into equity shares till date.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

Pursuant to the Special Resolution passed by the Members at the Extra-Ordinary General Meeting held on February 13, 2007 and in principle approval from the Stock Exchanges, your Company has implemented an Employees Stock Option Scheme ("the BAG ESOP Scheme") to reward the employees of the Company and its subsidiaries for their performance and association with the Company and also to motivate them to contribute to the growth and profitability of the Company, whereby the Company planned to grant up to 10,000,000 options to eligible employees. In the financial year 2008-09 company had granted 1,150,000 options to the eligible employees. Each option was exercisable for one equity share at a price of Rs. 13/- each fully paid up on payment to the Company on completion of vesting period as per the above scheme. (Price revised to Rs. 3/- per share under the approval of the members of the company at Annual General Meeting dated September 04, 2010) During the year under review out of 1,150,000 options 165,000 options were converted into equity shares. Out of 1,150,000 options 270,000 options are converted during the end of financial year 2010-2011.

The applicable disclosures as stipulated under the SEBI (Employees Stock Options Scheme and Employees Purchase Scheme) Guidelines, 1999 as at March 31, 2011 are annexed herewith as Annexure I and forms part of this report.

AUDITORS

M/s Joy Mukherjee & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. The company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956.

AUDITORS' REPORT

All observations made in the Auditors' Report and notes to the accounts are self explanatory and do not call for any further comments under section 217 of the Companies Act, 1956.

HUMAN RESOURCE

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company be its viewers, producers, regulatory agencies, creditors or shareholders. The unstinting efforts of the employees have enabled your company to remain in the forefront of media and entertainment business.

PERSONNEL

Particulars of the employees as required to be disclosed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended form part of this report and are stated in Annexure- II.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, your Company has incurred expenditure in foreign currency to the extent of Rs. 58,58,318 as against Rs. 10,054,749 in the previous financial year 2009-2010.

Foreign Exchange earnings during the year and in the previous financial year 2009-2010 were NIL.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep gratitude to the viewers, producers, vendors, investors and banks for their continued support during the year. Your Directors also wish to place on record their appreciation for the dedicated services rendered by the employees of the Company at all levels, who, through their competence, hard work, solidarity, cooperation and support, have enabled the company to achieve consistent growth. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Anurradha Prasad Chairperson cum Managing Director

Place: Noida Date : May 30, 2011

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Mar 31, 2010

The Directors are pleased to present their 17th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ended March 31, 2010.

FINANCIAL RESULTS

(Rupees in Lacs)

Particulars 2009-10 2008-09

Total Income 3996.79 6079.88

Profit before depreciation and financial charges 1194.82 1640.79

Financial charges 125.85 51.09

Cash Profit 1089.18 1642.19

Depreciation 1010.75 1296.70

Profit before Tax 58.22 292.99

Provision for Tax 53.99 142.34

Profit after Tax 4.23 150.64

Proposed Dividend (%) NIL NIL

PERFORMANCE REVIEW

During the year under review, your Company went through the transformation phase. Many of the most popular shows discontinued in the previous year and altogether new programming was introduced keeping in mind the changing tastes of the audience. This period saw the phasing out of old shows and creation of fresh shows based on newly ideated content, where development activity took primacy over marketing and sales. Owing to this and an urge to create new and innovative software, your Company saw a dip in revenues. During the financial year under review the total revenue of your Company has been Rs. 3996.79 Lacs compared to Rs. 6079.88 Lacs previous year. Cash profit has been Rs. 1089.18 Lacs as compared to Rs. 1642.19 Lacs previous year.

Television Software:

The content business holds the unique distinction of producing programmes across genre for a range of channels. Ganga-Agni Pariksha Jeevan ki is running successfully on Colors and gaining on TRPs. With prestigious contracts in hand, and a few more programmes lined up for launch, Studio24 seems poised for a very healthy financial year. A daily fiction show based on DevGanga story is scheduled to be released on Star Suvarna in Kannada. However we are confident of leading the recovery this year. While the medium to long-term outlook remains very strong, there is a sense of caution that has set into the industry in recent times owing to the global economic slowdown. However, empirical data suggests that television consumption increases during recessionary periods and the cable industry is often much lesser affected as compared to other cyclical categories. Our belief is that the challenges posed by these times would see the emergence of new business models and would lead media companies to change, innovate and re-examine their existing strategy.

iSOMES

Your Company has been providing media education through its media school iSOMES (International School of Media & Entertainment Studies) in collaboration with Missouri School, U.S.A. iSOMES also entered into a Memorandum of Understanding with FTII, Pune for exchange of curricula and faculty wherein the students of both the institutes have benefited immensely.

iSOMES is now affiliated to the Guru Jambeshwar University, Hissar and offers full time graduate courses in Broadcast Journalism. We are also planning to expand the media education by reaching out to other states of India through franchisee model. One such branch has recently been inaugurated in Lucknow. The revenues from iSOMES have shown healthy improvement during this financial year.

DIVIDEND

The Directors are of the view that resources of the Company need to be conserved for its future growth plans and hence do not recommend any dividend for the financial year ended March 31, 2010.

Broadcasting

News24, a 24 hours National Hindi free to air news channel which was launched by your Company through its subsidiary B.A.G. Newsline Network Limited has been very well received by the audiences. It has consistently maintained around 7% market share and is available throughout India on cable and DTH platforms.

The performance of the channel has improved greatly. The revenues increased by 55.49 % during the year under review and the losses were reduced substantially by 55.58 % year on year.

E24 a 24 hours Bollywood Entertainment channel of your Company launched through its subsidiary B.A.G. Glamour Limited has also been growing at a rapid pace and has garnered healthy channel shares. Pitched as Bollywoods first news channel, E24 managed to attract audiences of various age groups and succeeded in creating a new genre in television entertainment.

The revenue of the channel saw a significant increase of 184.37% and losses were reduced by 60.53% year on year.

Radio

Your Company has 10 FM Radio licenses by the name of DHAMAAL24 at 106.4 FM through its subsidiary B.A.G. Infotainment Limited in the cities of Hissar, Karnal, Patiala, Shimla, Muzaffarpur, Ranchi, Jabalpur, Jalgaon, Dhule and Ahmadnagar. All the stations have become operational during the period under review. The response of the listeners has been extremely encouraging and our programming has a distinct edge over its competitors. The revenue curve has seen an upward trend in comparison to previous years and we have been able to cut down on losses. The revenue saw an increase of 29.75% and losses were reduced by 20.59% year on year.

DIRECTORS

In accordance with the provisions of the Companies Act, 1956, and Articles of Association of the Company, Mr. Rajeev Shankar and Dr. Anuradha Mishra, liable to retire by rotation at the ensuing Annual General Meeting and they being eligible, have offered themselves for re-appointment. Your Board of Directors recommends their re-appointment.

Brief resume of the above Directors, nature of their expertise in specific functional areas and names of companies in which they hold the directorship and the membership/ chairmanship of committees of the Board, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are given in the section on Corporate Governance in the Annual Report elsewhere.

Mr. Nalin Satyakam Kohli on the Board of your Company resigned from the Directorship with effect from January 30, 2010. The Board places on record its sincere appreciation of the active involvement and support of Mr. Nalin Satyakam Kohli during his tenure.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed chapter on "Management Discussion and Analysis Report" pursuant to clause 49 of the Listing Agreement is given elsewhere in the Annual Report separately.

CORPORATE GOVERNANCE

Your Company believes that the essence of Corporate Governance lies in the phrase "Your Company". It is "Your" Company because it belongs to you- the Shareholders. The Chairperson and Directors are "Your" fiduciaries and trustees. Their objective is to take the business forward in such a way that it maximizes "Your" long term value. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective Corporate Governance System has been put in place in the Company, which also ensures that the provisions of revised Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance along with Auditors Certificate on its compliance is annexed hereto.

CODE OF CONDUCT

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on the Companys website.

Board Members and Senior Management personnel have affirmed compliance with the Code and a separate declaration to this effect is annexed to the Corporate Governance Report.

LISTING

The shares of your Company continue to be listed on National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and Delhi Stock Exchange Limited (DSE). Global Depository Receipts are listed on the Stock Exchange at Luxembourg. The Annual Listing fee for the Financial Year 2010-2011 has already been paid to all the above Stock Exchanges.

FIXED DEPOSITS

During the year under review, the Company has not accepted any deposit under Section 58A and Section 58AA of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state and confirm- 1. That in preparation of the accounts for the financial year ended March 31, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. That the Directors have selected 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 and of profit and loss of the Company for that year;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the accounts for the financial year ended March 31, 2010 have been prepared on a "going concern" basis.

SUBSIDIARY COMPANIES

As required under the provisions of Section 212 of the Companies Act, 1956, the audited accounts together with Directors Report and Auditors Report of its subsidiary companies, B.A.G. Infotainment Limited, B.A.G. Glamour Limited and B.A.G. Newsline Network Limited are appended and form part of the Annual Report. The statement pursuant to Section 212 of the Companies Act, 1956 is attached. The Company has one more subsidiary namely B.A.G. Animation Private Limited. The subsidiary is immaterial to the group by virtue of insignificant investment as a whole and nil turnover hence not included in the Consolidated Financial Statement as per the Accounting Standard-21.

As required by Accounting Standard-21 issued by the Institute of Chartered Accountants of India, the financial statements of the Company reflecting the Consolidation of the Accounts of its subsidiary companies to the extent of its equity holding are included in this Annual Report.

The Company is presenting consolidated accounts of its subsidiary companies prepared in accordance with Indian Generally Accepted Accounting Practices (GAAP) and the same are attached herewith. The accounts of the subsidiary companies have been separately audited as per Generally Accepted Accounting Principles/ Practices.

PREFRENTIAL ALLOTMENT

Convertible Equity Warrants

During the year under review your Company had issued and allotted 15,000,000 convertible warrants pursuant to Section 81(1A) of the Companies Act, 1956 as per the approval accorded by the Members of the Company at the Annual General Meeting dated August 26, 2009 to M/s ARVR Communications Private Limited (Formerly known as Anu Films and Communications Private Limited), a promoter group Company on Preferential basis with an option to get allotted one equity share per equity warrant before expiry of eighteen months from the date of allotment.

Under the first trench 7,140,000 warrants have been converted into equity shares in the financial year 2009-10 on November 28, 2009 at a price of Rs. 17.30 per shares including a premium of Rs. 15.30 per share and were listed for trading on all the Stock Exchanges where the shares of the Company are listed.

GLOBAL DEPOSITORY RECEIPT (GDR):

In order to augment long- term resources to strengthen financial position and to meet growth objectives, the Company had allotted 3,700,000 Global Depository Receipts (GDRs) at an offer price of US $ 4.71 per GDR and successfully listed on the Luxembourg Stock Exchange on February 15, 2010. The Company had raised US $ 17,427,000 through GDR issue. The Company issued 37,000,000 underlying Equity Shares of Re. 2/- each against the said GDRs in the ratio of 1:10 (for 1 GDR to 10 underlying Equity Shares) in favour of BNY Mellon the Custodian of GDRs.

EMPLOYEE STOCK OPTION SCHEME (ESOP)

Pursuant to the Special Resolution passed by the Members at the Extra-Ordinary General Meeting held on February 13, 2007 and in principle approval from the Stock Exchanges, your Company has implemented an Employees Stock Option Scheme ("the BAG ESOP Scheme") to reward the employees of the Company and its subsidiaries for their performance and association with the Company and also to motivate them to contribute to the growth and profitability of the Company, whereby the Company planned to grant upto 10,000,000 options to eligible employees. In the previous year Company had granted 1,150,000 options to the eligible employees. Each option is exercisable for one equity share at a price of Rs. 13/- each fully paid up on payment to the Company on completion of vesting period as per the above scheme. During the year under review out of 1,150,000 options 105,000 options were converted into equity shares.

The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2010 are annexed herewith as Annexure I and forms part of this report.

AUDITORS

M/s Joy Mukherjee & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting, and being eligible, offer themselves for reappointment. The

Company has received a certificate from the auditors to the effect that their re-appointment, if made, would be within the prescribed limits under section 224(1B) of the Companies Act, 1956.



AUDITORS REPORT

All observations made in the Auditors Report and notes to the accounts are self explanatory and do not call for any further comments under section 217 of the Companies Act, 1956.

HUMAN RESOURCE

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the Company be its viewers, producers, regulatory agencies, creditors or shareholders. The unstinting efforts of the employees have enabled your Company to remain in the forefront of media and entertainment business.

PERSONNEL

Particulars of the employees as required to be disclosed under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended form part of this report and are attached herewith as Annexure-II.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Your Company is not engaged in any manufacturing or processing activity, as such particulars required to be given in terms of Section 217(1)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy and technology absorption are not applicable.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, your Company has incurred expenditure in foreign currency to the extent of Rs. 10,258,492 as against Rs. 6,869,839 in the previous financial year.

Foreign Exchange earnings during the year were Nil as against Rs. 27,298,833 in the previous financial year.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their deep gratitude to the viewers, producers, vendors, investors and banks for their continued support during the year. Your Directors also wish to place on record their appreciation for the dedicated services rendered by the employees of the Company at all levels, who, through their competence, hard work, solidarity, cooperation and support, have enabled the Company to achieve consistent growth. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Place: Noida Anurradha Prasad Date : May 29, 2010 Chairperson &

Managing Director