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") 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	3,160.33	2,969.43	11,523.60	11,031.67
Depreciation
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 COMPANYS 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 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.

(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/reappointment 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 afirmed 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 herself 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. DIRECTORS 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 sti_ 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, Muza_arpur, 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 Companys 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 companys website www.bagnetwork24.in. The subsidiary companies documents will also be available for inspection at Companys 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-e_cient 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.

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 Companys 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 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.

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 Companys internal financial controls were adequate and effective during the _nencial 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 Companys overall objectives.

The Companys 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 companys 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 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. 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 requi_ng 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 arms 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 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-?-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 Arms Length Price. The particulars of related partys 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 arms 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 Companys 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 inline 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.

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 companys 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 Companys 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 Companys 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 Companys 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 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 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 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 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