B A G Films & Media Ltd Directors Report

To,

The Members of,

B.A.G. Films and Media Limited

The Board of Directors (the Board) of B.A.G. Films and Media Limited (the Company/BAG) have pleasure in presenting the 33rd Annual Report on business and operations along with the Audited Financial Statements (standalone and consolidated) of the Company for the financial year ended March 31, 2026.

1. SUMMARY OF FINANCIAL PERFORMANCE

The Financial Performance of the Company for the financial year ended March 31, 2026, along with previous financial year are summarized as below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Total Income	4411.50	3,817.80	15121.99	13,996.31
Total Expenditure other than Financial Costs and Depreciation	3516.85	3,160.33	13226.93	11,523.60
Profit before Depreciation & Financial Charges	894.65	657.48	1895.06	2,472.71
Financial Charges	360.28	364.58	817.30	837.16
Depreciation and Amortisation Expense	108.57	138.72	308.36	411.29
Profit before Tax	425.80	154.18	769.41	1,224.26
Provision for Tax	45.57	45.23	265.38	225.23
Profit after Tax	380.23	108.95	504.02	999.03
Proposed Dividend	Nil	Nil	Nil	Nil

Notes:

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

II. 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. OVERVIEW OF OPERATIONAL AND BUSINESS PERFORMANCE

The year under review was characterized by heightened economic uncertainty, persistent geopolitical tensions, inflationary pressures, and cautious enterprise spending. The Companys performance during the year reflected the impact of this subdued demand environment, particularly within the media and entertainment sector, where discretionary spending and advertising revenues were adversely affected. Despite these challenges, the Company remained focused on strengthening its content portfolio, optimizing distribution strategies, and sustaining operational resilience.

On a Standalone basis, revenue from operations of the Company increased by 15.49% 15.49% to 4,405.25 Lakhs in Financial Year 2025- 26 from 3,814.28 Lakhs in Financial Year 2024- 25. There was standalone EBITDA of 894.65 Lakhs in Financial Year 2025- 26 as against 657.48 Lakhs in previous Financial Year 2024- 25. Net Profit after tax stood at 380.23 Lakhs, reflecting a growth of 248.99% 248.99% over 108.95 Lakhs in the previous year. This improvement was driven by enhancing operational efficiencies, reduction in depreciation and increase in revenue of operations.

On a Consolidated basis, the total income for the year under review (Financial Year 2025- 26), increased by 8.04% 8.04% to 15,121.99 Lakhs in Financial Year 2025- 26 from 13,996.31 Lakhs in previous Financial Year 2024- 25. The Consolidated EBITDA decreased from 2,472.71 Lakhs in previous Financial Year 2024- 25 to 1,895.06 Lakhs during the in Financial Year 2025- 26. Net Profit after tax stood at 504.02 Lakhs, compare to 999.03 Lakhs in the previous Financial Year 2024- 25.

BAG with a distinguished presence of over three decades in the Indian media industry, remains steadfast in its commitment to delivering quality content across age groups, formats, and platforms — spanning both news and non- news segments.

Leveraging in- house expertise and strong partnerships in content creation, aggregation, and distribution, the Company has sustained competitiveness and resilience during challenging market conditions. By ensuring effective placement and distribution of subsidiary TV channels, BAG has optimized costs and strengthened the overall efficiency of the BAG.

The Company continues to create diverse content across television catering to the entertainment needs of audiences across demographics. At the same time, BAG plays a pivotal role in shaping regional media narratives while proactively adapting to evolving digital trends, reinforcing its position as a dynamic and future- ready media enterprise.

The Company holds the unique distinction of producing programmes across all genres. By remaining proactive with our content pipeline, we consistently anticipate and enter new genres before the market evolves. We leverage digital mediums across every part of our business to stay ahead of technological advancements and drive value- chain efficiencies. Looking ahead, we are poised to capitalize on renewed growth in the sector and deliver premium content to our consume

The Company is engaged in providing advisory and consultancy services relating to channel placement and distribution of television, digital and other media content. These services are provided to broadcasters, content owners, producers, aggregators, distributors and other media- related entities.

The business involves advising clients on matters including channel placement strategy, distribution planning, platform selection, carriage and placement arrangements, reach and marketability assessment, content distribution opportunities, negotiations with distribution platforms and related commercial and operational matters.

During the year under review, the Company has produced successful programmes like Anne Samne, Sabse Bada Sawal, News Shatak, Mahaul kya hai, Rastra Ki Baat, 10 ki 10 Breaking, Kalchakra, Bollywood Reporter, U, Me aur TV and Bhanga Junction, across different channels and strengthened its presence.

Leasing Segment

The Leasing Segment comprises of leasing of media equipments commercial properties and related facilities owned by the Company. Revenue from this segment primarily consists of leasing of media equipment and rents earned from tenants under contractual lease arrangements. The Company continued to focus on efficient property management, timely maintenance and optimum utilization of its leased assets to preserve value and ensure tenant satisfaction.

During the financial year, the leasing segment of the Company continued to act as a resilient source of fixed income, helping buffer the cyclical and volatile nature of advertisement revenue associated with television broadcasting and digital media.

During the year, revenue of leasing segment of the Company increased by 14% 14% to 929.75 929.75 Lakhs in Financial Year 2025- 26 from 820.34 820.34 Lakhs in previous Financial Year 2024- 25. The Companys leasing portfolio is strategically positioned to generate predictable cash flows while maintaining prudent cost management and operational efficiency.

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis of financial performance and results of operations of the Company for the year under review, as stipulated in Regulation 34(2) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), giving detailed analysis of the overall industry structure, economic developments, performance and state of affairs of the Companys business and material developments during the financial year 2025- 2026 is provided in a separate section and forms part of the Annual Report.

4. MATERIAL CHANGES AND COMMITMENTS

The Company continued to be engaged in the same business during the financial year 2025- 26. There have been no material changes and commitments affecting the financial position of the Company, that occurred between the end of the financial year on March 31, 2026 and upto the date of this Report in terms of section 134 (3) (l) of the Act.

5. FINANCIAL STATEMENTS

The Financial Statements of your Company for the financial year ended March 31, 2026 have been prepared, in compliance with applicable provisions of the Companies Act, 2013 (the Act), read with the Indian Accounting Standards (Ind AS) and Regulation 34 of the SEBI Listing Regulations. The Financial Statements of the Company prepared on both standalone and consolidated basis including all other documents required to be attached thereto are placed on the Companys website at www . bagnetwork24. com. Any member desirous of obtaining a copy of these documents may write to the Company Secretary in terms of Section 136 of the Act.

6. SUBSIDIARY COMPANIES

The Company has four subsidiaries as on March 31, 2026. There is no changes in number of subsidiaries of the Company either by acquisition or otherwise during the year under review.

There is no associate company within the meaning of Section 2(6) of the Act. The Company has two material subsidiaries, viz., News24 Broadcast India Limited and E24 Glamour Limited, details of which are given in Corporate Governance Report.

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 has been uploaded on the Companys website at the web link http://bagnetwork24 . in/pdf/ Policy for Determining Material Subsidiaries.pdf.

The details of the business of key operating subsidiaries during FY 2025- 26 are given hereunder:

i. News24 Broadcast India Limited (News24)

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, X etc.

News24, is also available throughout West Asia and the MENA Region on DU network across Middle East and North Africa including Algeria, Bahrain, Chad, Djibouti, Egypt, Iraq, Iran, Jorda, Kuwait, Lebanon, Libya, Mauritania, Morocco, Oman, Qatar, Saudi 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 MPCC 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 MPCC has become the leading Hindi News Channel in Madhya Pradesh & Chhattisgarh. have a population of roughly more than 150 million and their news appetite has been growing unceasingly. NEWS24 MPCC has become the leading Hindi News Channel in Madhya Pradesh & Chhattisgarh.

ii. 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 Algeria, Bahrain, Chad, Djibouti, Egypt, Iraq, Iran, Jorda, Kuwait, Lebanon, Libya, Mauritania, Morocco, Oman, Qatar, Saudi 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.

Darshan24: Enhancing spiritual and cultural dissemination operated under E24 Glamour Limited, Darshan24 is a 24x7 Hindi- language devotional and spiritual television channel. Darshan24 caters to the deep- rooted cultural and spiritual needs of a vast panIndia demographic. The channel provides an engaging blend of religious programming, cultural discourses, and devotional content, consistently building high- affinity viewership.

iii. 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, Ahmednagar, 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.

iv. BAG Network Limited

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

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 along with 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 companys website www.bagnetwork24 . in. The subsidiary companies financials will also be available for inspection at Companys website at www.bagnetwork24 . in.

7. ANNUAL RETURN

Pursuant to section 92(3) read with Section 134(3)(a) of the Act, the draft Annual Return of the Company in Form No. MGT- 7 as on March 31, 2026, is available on the Companys website at https://bagnetwork24 . in/noticeand- events/.

8. FUND RAISED THROUGH PREFERENTIAL ALLOTMENT

During the year under review, the Company has raised fund of Rs. 412.50 Lakhs as 25% 25% of issue size as upfront money through allotment of 2,00,00,000 Warrants convertible in to equity shares to a member of Promoter Group on Preferential Basis, on March 19, 2026, pursuant to the Special Resolution passed by Shareholders at the Extra- Ordinary General Meeting held on February 11, 2026 and after getting the In- Principle approvals from Stock Exchanges, in accordance with the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations 2018 (SEBI ICDR Regulations), the Companies Act, 2013 and other applicable laws and the terms of allotment of the warrants. The conversion of Warrants into Equity Shares of Rs.2/- each at a price of Rs.8.25/- per share, is to be done, in one or more tranches at any time within 18 months from the date of allotment of Warrants in terms of the provisions of SEBI ICDR Regulations.

Further, the Company on March 28, 2026 has made allotment of 98,00,000 fully paid up equity shares of the Company with a face value of Rs.2/- each, at a price of Rs.8.25/- per share (including a premium of Rs.6.25/- per share), pursuant to the exercise and conversion of 98,00,000 Warrants against receipt of Rs. 606.38 Lakhs, the 75% 75% balance subscription amount to a member of the Promoter Group of the Company on preferential basis.

9. SHARE CAPITAL

The paid up equity share capital as on March 31, 2026 was Rs.41,54,36,180/- (including calls in arrear of Rs.170,341/) divided into 20,77,18,090 equity shares of Rs.2/- each. Out of the total paid up share capital of the Company, Promoters and Promoter Group hold 49.37% and persons other than Promoters and Promoter Group hold balance of 50.63% as on March 31, 2026.

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

a) shares with differential voting rights

b) sweat equity shares.

10. CHANGE IN SHARE CAPITAL

During the year under review, the Company increased its paid- up equity share capital by allotting 98,00,000 equity shares of Rs.2 each at a price of Rs.8.25 per share (including a premium of Rs.6.25 per share) to one of its promoter group entity, on a preferential basis.

11. DIVIDEND

The Board is 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 2025- 26.

12. GENERAL RESERVE

The Board of Directors has not proposed to any amount transfer in the General Reserve for the financial year under review.

13. DEPOSITS

During the year under review, the Company has not accepted or renewed any amount falling within the purview of Section 73 and 74 of the Act read with the Companies (Acceptance of Deposit) Rules, 2014. Hence, the requirement of providing details relating to deposits and also of deposits which are not in compliance with Chapter V of the Act, is not applicable.

14. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

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 . During the year under review, there is no dividend amount that is required to transfer to the IEPF Authority.

15. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established adequate internal financial control systems 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 Companys 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.

The internal auditor carries periodic audits in accordance with the approved audit plan. The Audit Committee periodically reviews the adequacy and effectiveness of internal control systems and ensures that appropriate corrective actions are implemented, wherever required. The Company has also instituted robust Cause- EffectAction (CEA) mechanisms and escalation matrices to ensure timely identification, assessment, and resolution of critical control issues across functions.

16. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has disclosed, particulars of loans given, investments made, guarantees given and securities provided during the financial year 2025- 26 as required under section 186 of the Act and Regulation 34(3) and Schedule V of the SEBI Listing Regulations, in the Financial Statements as forming part of this Annual Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Composition of Board of Directors:

As on March 31, 2026, the Company has six Directors Executive Directors and one executive as a Chairperson and Managing Director (CMD), details thereof have been provided in the Corporate Governance Report forming part of this Annual Report. Ms. Anuradha Prasad Shukla, CMD, and Ms. Anamika Sood, Non- Executive Independent Director are women Directors in the Board of the Company.

During the financial year ended March 31, 2026, no changes took place in the composition of the Board of Directors 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 Nomination and Remuneration 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 Companys 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 forming part of this Annual Report.

(ii) Key Managerial Personnel:

In accordance with the provisions of Sections 2(51) and 203 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following individuals served as Key Managerial Personnel (KMPs) of the Company during the year under review:

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, 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 31st Annual General Meeting(AGM) held on August 12, 2024, for a period of five years commencing from April 01, 2025 up to March 31, 2030.

(iii) Appointment/Re-appointment of Directors:

Pursuant to the provisions of Section 152(6)(c) of the Act, Mr. Sudhir Shukla (DIN: 01567595), Director of the Company, shall liable to retire by rotation at the ensuing 33rd 33 rd AGM, and being eligible, offered himself for re- appointment. Accordingly, his re- appointment is being placed at the ensuing 33rd 33 rd AGM for the approval of the Members of the Company.

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 33rd 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 under Section 149(6) of the Act and under Regulation 16(1)(b) of the SEBI Listing Regulations. The Directors have also confirmed their registration in the Independent Directors Databank, as required under applicable provisions.

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 held on February 28, 2026, 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- Director.pdf.

18. COMMITTEES OF THE BOARD

The Board is responsible for constituting, reconstituting, appointing the Committee Members and also defining its Charter. 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. All the recommendations made by the Committees were accepted by the Board.

The Company has duly constituted the following Committees in terms of the provisions of the Act & the SEBI Listing Regulations read with rules framed thereunder viz.

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

D. Risk Management Committee

E. Securities Committee

F. ESOP Compensation Committee

The Composition of all above Committees, number of meetings held during the year under review, brief terms of reference and other details have been provided in the Corporate Governance Report which forms part of this Annual Report.

19. MEETINGS OF THE BOARD OF DIRECTORS AND ITS COMMITTEES

The meetings of the Board of Directors and its Committees are convened at regular intervals to review, discuss, deliberate upon and decide various matters pertaining to the business operations, strategic initiatives, risk management framework, audit and assurance functions, governance policies, financial performance and other matters as may be placed before the Board/Committees by the Chairperson or the Members from time to time.

The meetings of the Board are generally held at the Corporate Office of the Company at FC- 23, Film City, Sector- 16A, Noida - 201301, Uttar Pradesh. The Company Secretary is responsible for convening the Board and Committee meetings, preparation and distribution of Agenda and other documents and recording of the Minutes of the meetings. He acts as interface between the Board and the Management and provides required information and documents.

During the financial year 2025- 26, Six (6) meetings of the Board of Directors were duly convened and held. The gap between two consecutive Board meetings did not exceed one hundred and twenty (120) days, in compliance with the provisions of Section 173 of the Act. The details of Board meetings and its Committees Meeting, terms of reference and the attendance of the Directors are provided in the Corporate Governance Report, which forming part of this Annual Report.

20. DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and believe and according to the information and explanations obtained by them, your Directors make the following statements in terms of the provisions of Section 134(3)(c) and 134(5) of the Act:-

a) In the preparation of the annual financial statements for the financial year ended March 31, 2026, the applicable accounting standards had been followed and there are no material departures from the same;

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, 2026 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 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.

21. 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 Companys 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.

Technology Absorption

The provisions of Section 134(3)(m) of the Act, relating to Technology Absorption do not apply to the Company. The Companys 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.

22. FOREIGN EXCHANGE EARNING AND OUTGO

During the financial year 2025- 26, the Company has not earned and expend any amount in foreign currency.

23. 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 Companys operations in future.

24. DISCLOSURE RELATED TO POLICIES

A. Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy of Directors, Key Manager Personnel and other Employees (Policy) governing the appointment, re- appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel, in accordance with the provisions of the Act and the SEBI Listing Regulations.

The appointment of Directors on the Board is subject to the recommendation of the Nomination & Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of the Executive Director is proposed in accordance with the provisions of the Act, comprising basic salary, perquisites, allowances and commission, for the approval of the Members of the Company. Further, based on the recommendation of the Board, the remuneration payable to Non- Executive Directors, including payment of Sitting fee, is proposed for approval of the Members, in accordance with the applicable provisions of the Act.

While recommending a candidate for appointment/reappointment, the NRC 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.

The salient features of the Policy of the Company are set out in the Corporate Governance Report, which forms part of this Annual Report. The Policy is available on the Companys website and can be accessed 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 comply 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, 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 companys website at the web link http://bagnetwork24 . in/pdf/Whistle_Blower_Policy.pdf.

D. Whistle Blower Policy and Vigil Mechanism

In Compliance with the provisions of Section 177 of the Act read with rules framed thereunder and Regulation 22 of the SEBI Listing Regulations, as amended, the Company has established a Whistle Blower Policy and Vigil Mechanism for its Directors, employees and other stakeholders.

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 behavior, actual or suspected, fraud or violation of the Companys 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. 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 2025- 26. The Policy has been accessed on the website of the Company at https://bagnetwork24 . in/pdf/Policy_for_Detarnining_Material_Subsidiaries.pdf.

25. RELATED PARTY TRANSACTIONS POLICY AND TRANSACTIONS WITH RELATED PARTY(S)

All related party transactions entered during the year under review are on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI Listing Regulations.

All related party transactions are placed before the Audit Committee for prior approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature except when the need for them could not be foreseen in advance. The Company provides the information to the Audit Committee for approval of related party transactions, in accordance with Industry Standards on Minimum Information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions, as prescribed by SEBI Circular June 26, 2025.

The Company has formulated a policy on materiality and on dealing with Related Party Transactions. The Policy on Related Party Transactions was reviewed and revised by the Board of Directors at its meeting held on January 13, 2026 to align the same with Industry Standards on Minimum Information to be provided to the Audit Committee and Shareholders for approval of Related Party Transactions.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transaction as approved by the Board, in line with the requirements of the Act and SEBI Listing Regulations, has been uploaded on the Companys 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.

Pursuant to clause (h) of sub- section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, the details of material contracts or arrangement or transactions at arms length basis entered into with the related parties during the financial year ended March 31, 2026 are provided in Form AOC- 2 as Annexure - I and forms part of this Boards Report.

26. AUDITORS AND THEIR REPORT

(i) Statutory Auditors

M/s Joy Mukherjee & Associates, Chartered Accountants (ICAI Registration No. 006792C), were appointed as the Statutory Auditors 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.

Further, they have confirmed their eligibility under Section 141 of the Act and the Rules framed thereunder. As required under the SEBI Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report on Standalone and Consolidated Financial Statements for the financial year 2025- 26 issued by M/s Joy Mukherjee & Associates, Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark. The Notes on the Financial Statements referred to in the Audit Reports 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.

Representative of Statutory Auditors of the Company attended the previous AGM of your Company held on September 11, 2025.

(ii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act read with the Rules made thereunder and Regulation 24A of the SEBI Listing Regulations, M/s Balika Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No.3222), has been appointed as a Secretarial Auditor to undertake Secretarial Audit of the Company for the first term of five (5) consecutive years from the financial year 2025- 26 till the financial year 2029- 30. Secretarial Auditor has confirmed that they are not disqualified to continue as a Secretarial Auditor and are eligible to hold office as Secretarial Auditor of your Company.

Pursuant to the provision of section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, the Secretarial Audit Report for the financial year 2025- 26, in Form No. MR- 3, issued by M/s Balika Sharma & Associates, is annexed as Annexure- II, which forms part of this Boards Report. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

As per the requirements of the SEBI Listing Regulations, the Secretarial Audits of News24 Broadcast India Limited and E24 Glamour Limited, material subsidiaries of the Company were also conducted Secretarial Audit for the financial year 2025- 26 by M/s Balika Sharma & Associates, a firm of Company Secretaries in Practice. The Secretarial Audit Reports of material subsidiaries also do not contain any qualification, reservation or adverse remark and are annexed as Annexure- III and Annexure- IV, respectively which forms part of this Boards Report.

Further, in terms of Regulation 24A(2) of the SEBI Listing Regulations, the Annual Secretarial Compliance Report for the financial year ended March 31, 2026 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 Secretarial Audit Report of the Company, News24 Broadcast India Limited and E24 Glamour Limited, along with the Annual Secretarial Compliance Report for the financial year 2025- 26 are also available on Companys website at www.bagnetwork24 . in.

(iii) Reporting of Frauds by Auditors

During the year under review, neither the statutory auditors nor the secretarial auditor has reported to the Audit Committee, under Section 143 (12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

27. COST RECORDS AND COST AUDIT

Pursuant to the provisions of Section 148 of the Act read with Schedule VI thereto and the Companies (Cost Records and Audit) Rules, 2014, the requirement relating to maintenance of cost records and its audit is not applicable to the business activities being carried out by the Company.

28. 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.

29. 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 Companys 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.

30. CORPORATE GOVERNANCE REPORT

In compliance with the applicable provisions of the SEBI Listing Regulations, a separate report on the Corporate Governance for the financial year 2025- 26, including the following declarations and certificates, forms an integral part of this Annual Report:

1. Declaration by the members of the Board and Senior Managerial Personnel of the Company, confirming their compliance to the Code of Conduct of the Company.

2. Certificates, issued by M/s Balika Sharma & Associates, Secretarial Auditors of the Company, confirming that:

a. compliance of Corporate Governance norms as prescribed in the SEBI Listing Regulations; and

b. none of the Directors of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company.

3. Certificate issued by the Chairperson and Managing Director and the Chief Financial Officer of the Company in accordance with Regulation 17(8) of the SEBI Listing Regulations.

31. 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.

32. EXTRA ORDINARY GENERAL MEETING

During the year under review, an Extra Ordinary General Meeting (EGM) of the Members of the Company was held on February 11, 2026, to consider and approve issuance of 2,00,00,000 Warrants convertible in to equity shares of the Company of face value of 2/- 2/- each at a price of 8.25/- 8.25/- per share (including a premium of 6.25/- 6.25/- per share), to a member of Promoter Group on Preferential Basis.

33. 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 Companys website www.bagnetwork24 . in.

Your Company has adopted a Code of Conduct (PIT Code) to regulate, monitor and report trading in your Companys shares by Companys designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The PIT Code, inter alia, lays down the procedures to be followed by designated persons while trading / dealing your Companys shares and sharing Unpublished Price Sensitive Information (UPSI). The PIT Code covers your Companys obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI.

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 Companys website www.bagnetwork24 . in.

34. 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 which forms part of this Boards 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 AGM. If any member is interested in obtaining a copy thereof, such member may write to the Company Secretary in this regard.

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

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The Company has constituted Internal Complaints Committees (ICCs), under the POSH Act. This policy applies to all employees full- time, part- time, trainees and those on contractual employment of the Company at their workplace.

The Company has always believed in providing a safe and harassment free workplace for every individual working in Companys 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 in 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 at work place.

36. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT

The Company is committed to ensuring a safe, supportive, and inclusive workplace for all women employees. All eligible women employees have been extended the benefits under the said Act, including maternity leave, nursing breaks, and other statutory entitlements as prescribed. The Company has duly complied with the provisions of the Maternity Benefits Act, 1961, as amended from time to time. The Company continuously strives to maintain a work environment that upholds the rights and well- being of its women workforce in accordance with applicable laws.

37. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, neither any application was made by the Company, nor any application was filed against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). Further, no insolvency proceedings under IBC are pending against or involving the Company before the Honble National Company Law Tribunal or any other Courts or judicial authority.

38. 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 2025- 26.

39. 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. The Board remains committed to fostering strong relationship and advancing mutual growth and success.

For and on behalf of the Board of Directors

of B.A.G. Films and Media Limited

	Anuradha Prasad Shukla
Date : May 25, 2026	Place : Noida
DIN: 00010716	Chairperson and Managing Director