B.A.G. Convergence Ltd Directors Report

To,

The Members,

B.A.G. Convergence Private Limited

Your Directors have pleasure in presenting their 17th Annual Report on the business and operations of the Company together with Audited Financial Statements for the financial year ended March 31, 2024.

FINANCIAL SUMMERY

The Companys financial performances for the year under review along with previous years figures are summarized below:

(Amount in Lakh)

Particulars	Financial Year
	2023-24	2022-23
Revenue from Operations	2991.71	2477.80
Profit before Depreciation & Financial Charges	1090.26	648.14
Financial Charges	0.28	0.74
Depreciation	4.67	6.85
Profit before Tax	1085.31	640.55
Provision for Tax	277.25	143.06
Profit after Tax	808.06	497.49
Proposed Dividend	-	-
EPS (Basic)	8,000.55	4,925.66
EPS Diluted)	167.42	103.07

During the year under review, your Company registered impressive growth in revenues and profits. The Company made a net profit after tax of Rs. 80,805928/- as against Rs. 49,749,199/- in immediate preceding financial year 2022-23.

OPERATIONS AND STATE OF COMPANYS AFFAIRS

Your company is in the business of delivering media content related to news and entertainment created in house as well as delivering content of TV Channels across various genres such as current affairs, sports, tech, autos and spirituality. The content streamed on news24online.com, Face Book Pages and its YouTube channels has gained immense popularity amongst viewers, which has resulted into healthier revenues and profitability. Your Company also carries on the business of convergence of traditional media to digital media and renders technical assistance to TV Channels and services related to website maintenance.

DIVIDEND

Your 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 2023-24. The Company has not made any transfer to General Reserve.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND The provisions of Section 125(2) of the Companies Act, 2013 do not apply, as there was no dividend declared and paid.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no material changes and no commitments made affecting the financial position of the Company during the year.

DIRECTORS

There are 3 (three) Directors on the Board of Directors of the company viz. Ms. Anuradha Prasad Shukla (DIN: 00010716), Mr. Shashi Shekhar Mishra (DIN: 07034474) and Mr. Uday Shankar Singh (DIN: 03592665).

Independent Directors

The provisions of Independent Directors are not applicable on our company.

Appointments/ Resignations of the Directors and Key Managerial Personnel

During the financial year under review, Ms. Anuradha Prasad Shukla (DIN: 00010716) was appointed as additional director on 09.12.2023 and there is no change in Key Managerial Personnel of the Company.

Directors Retiring by Rotation

The provisions of Directors retire by rotation are not applicable on our company.

Meetings

During the financial year 11 (eleven) Meetings of the Board of Directors were duly convened on 28.04.2023, 30.05.2023, 31.08 .2023, 09.12.2023, 19.12.2023, 04.01.2024, 10.01.2024, 30.01.2024, 21.02.2024, 04.03.2024 and 30.03.2024. The intervening gap between the Meetings was within the time limit prescribed under the Companies Act, 2013 read with the rules made thereunder.

NOMINATION AND REMUNERATION POLICY

The provisions relating payment of Managerial remuneration, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178 of the Companies Act, 2013 is not applicable to your Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013 the Directors confirmed that: a) in the preparation of the annual financial statements for the year ended March 31, 2024, 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 as at March 31, 2024 and of the profit of the Company for that period; c) they 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) they have prepared the annual accounts for the financial year ended March 31, 2024 of the Company on a ‘going concern basis. e) they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are in place and are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is not required to be annexed herewith under Rule of 12 of the Companies (Management and Administration) Rules, 2014 by Companies (Management and Administration) Rules, 2021 vide Notification No. F. No. 01/34/2013CL-V(Pt-II) dated 5th March, 2021.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review, the Company does not have any Subsidiary, joint venture and associate company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Particulars of Loans, Guarantees and Investments, if any, covered under the provisions of Section 186 of the Companies Act, 2013 have been disclosed in the Financial Statements.

AUDITORS AND AUDITORS REPORT Statutory Auditors

On the recommendation of the Board of Directors of the Company in accordance with Section 139 of the Companies Act, 2013 and the Rules made thereunder, M/s Joy Mukherjee & Associates, Chartered Accountants (ICAI Registration No. 006792C) was appointed as Statutory Auditor of the Company by the Members at the 15th Annual General Meeting held on on September 26, 2022 for a period of five years from the conclusion of 15th Annual General Meeting till the conclusion of 20th 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 your 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.

Qualification in Auditors Reports

All observations made in the Independent Auditors Reports are self-explanatory and suitably addressed in the Notes forming part of the Financial Statements and do not call for any further comments. The auditors report does not contain any qualifications, reservations or adverse remarks. There is no instance of fraud during the year under review which requires the statutory Auditors to report to the Board of Directors under section 143(12) of the Act and Rules framed thereunder.

MATERIAL EVENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material events have occurred between the end of Financial Year 2023-24 and the date of this Report which have effect over the financial position of the Company.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference to financial statements and there were no reportable material weakness in the design or operation of the company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS 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 along with 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 of Rs. 72,47,018 /- and Rs. 3,61,19,180/- earned income in foreign currency.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

These provisions are not applicable on your company.

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.

DISCLOSURE IN TERMS OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) Act, 2013

In terms of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has an internal complaints committee in place, which entertains the complaints made by any aggrieved person. During the financial year under review, there have been no cases reported in this regard.

PERSONNEL

There is no employee whose particulars are required to be disclosed under Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended.

SECRETARIAL AUDIT

During the period under review the Company is not covered under the criteria of applicability of Secretarial Audit pursuant to the provision of section 204 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arms 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 entered during the year were placed before the Board for approval. The particulars of related parties transactions referred to in subsection (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto are disclosed in Form No. AOC -2 in Annexure I forming part of the Directors Report.

SHARE CAPITAL

During the financial year under review, the paid up equity share capital of the Company as on March 31, 2024 was Rs. 101,000/- divided into 10,100 equity shares of Rs. 10/- each. During the financial year under review, the Company has not issued:

• any equity shares with differential rights as to dividend, voting or otherwise;

• any shares to its employees under the Employees Stock Option Scheme;

• any Sweat Equity Shares.

CORPORATE SOCIAL RESPONSIBILITY POLICY

The vision of our company, B.A.G. Convergence Private Limited ("Company") is to unleash the potential of everyone we touch. As we seek to do that, we aim at sustainable and inclusive growth, by making definitive triple bottom-line (social, economic and environmental) impact. While we have always had a strong commitment to comply with the law, we seldom hesitate to go beyond the limits laid under law and put in an extra effort to achieve the status of a responsible corporate citizen in tune with the B.A.G. Convergence values. Aiming at creating shared values for all stakeholders, we seek to integrate corporate social responsibility ("CSR") into our businesses processes. In compliance with the provisions of section 135 of the Companies Act, 2013 ("Act") read with Schedule VII of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014 ("Rules"), the Company has framed and adopted CSR Policy of the Company as approved by the Corporate Social Responsibility Committee as a part of good Corporate philanthropy, which extends demonstrating care for the community through its focus on education & skill development, health & wellness and environmental sustainability including biodiversity, energy & water conservation (either new or ongoing) in a manner compliant with the Act and the Rules ("Projects") Our approach towards CSR is based on our Companys core values, which include fostering inclusive growth by sharing some of the wealth we create with the society at large. CSR has always been and shall always be an integral and strategic part of our business process. It is a vital constituent of our Companys commitment to sustainability. True to the spirit of our vision, we strive to utilize the potential of human and natural capital around us in a manner that facilitates social, economic and environmental progress. The main objective of this Policy is to lay down guidelines for the Company to make CSR a key business process for sustainable development of the society. The Company aims to be a good corporate citizen by subscribing to the principles of integrating its economic, environmental and social objectives, and effectively utilizing its own resources towards improving the quality of life and building capacities of the local communities and society.

During the financial year, the Committee were duly convened 2 (Two) meetings held on 31.08.2023 and 04.03.2024. The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed herewith as Annexure-II to this Report in the prescribed format.

ACKNOWLEDGEMENTS

Your Directors thanks the various 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. producers, vendors, dealers, auditors, consultants, legal advisor 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. Convergence Private Limited
	Sd/-
Place: Noida	Anuradha Prasad Shukla
Date: June 10, 2024	Chairperson
	DIN: 00010716