BGIL Films & Technologies Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting the 37th Annual Report with the Audited Financial Statements of BGIL Films & Technologies Limited (BGFT) for the financial year ended March 31st, 2026.

1. Financial Results

(In Lakhs)

Particulars	Financial year Ended March 31, 2026	Financial Year Ended March 31, 2025
Gross Income
Net Sales/Income from Operations	102.11	26.75
Other Income	17.51	795.50
Total Income	119.61	822.25
Less: Total Expenditure	92.69	814.68
Profit/Loss before Depreciation, Interest, Exceptional Items & Tax	26.93	7.57
Less: Interest	0. 00	0. 00
Depreciation	9.92	9.87
Profit/Loss Before Tax (PBT)	26.93	7.57
Less: Tax expenses including deferred tax	17.00	21.65
Exceptional Items/ Prior Period	0.00	0.00
Profit after tax and extraordinary items for the Period	(16.84)	(16.84)
Other Comprehensive Income	-	-
Fair Value changes on Investment	(1.29)	(5.97)
Total Comprehensive Income for the Period	8.64	(22.80)
Earning per Equity Share	(0.08)	(0.20)

2. Transfer to Reserves:

As the company has negative profitability during the year ending 31st March2026 therefore no possibility of transferring reserve.

3. Dividend:

There is no possibility for dividend this year; it is recommended to look forward for the same keeping in mind the future growth of the company.

4. State of Company Affairs:

For the Financial year 2025-26 ended March 31, 2026, the company achieved An Earnings before Interest, Tax, Depreciation and Amortization (EBITDA) of INR 26.93 Lakhs. The management of your Company is working hard to revive the affairs of the company to achieve a good position in Media & Entertainment Industry besides growth areas from Technology sector also. Due to Some critical conditions, not gone in right path but the Management of your Company have deep knowledge in the field of media & technology, trying hard to get good results in coming years as your company has an expansion plan in year 2025-26 which will definitely yield good results in future.

5. Share Capital:

There was no change in the share capital of the company during the year under review.

During the financial year under review, the Company has obtained the approval of shareholders in the Annual General Meeting held on 30.09.2026 for increase in Authorized Share Capital. However, the requisite statutory form for giving effect to the said increase has not yet been filed with the Registrar of Companies and, accordingly, the revised Authorized Share Capital has not been updated in the records of the Ministry of Corporate Affairs.

During the financial year under review, the Company has taken the approval of board of directors in its meeting held on 05th September, 2025 and same has been approved by shareholders of the Company in the Annual General Meeting held on 30.09.2025 for Preferential Issue. However, the Company has withdrawal its Preferential Issue after obtaining the approval of board of directors in its meeting held on 15.12.2025 due to prolonged pendency of the in-principle approval and withdrawal of commitment by certain proposed investors, the Company is presently unable to proceed with the preferential issue in its existing form.

6. Change in Nature of Business

There was no change in nature of business during the year under review.

7. Public Deposits

The Company has not accepted any deposits from the public during the period under review.

8. Details of Directors / Key Managerial Personnel:

As on March 31, 2026, the Companys Board comprised of Seven Directors out of which One Executive Directors, five Non-executive Independent Directors and one Non-Executive Non-Independent Director. The Composition of the Board is in conformity with the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company at its Board Meeting held on August 12, 2025 approved the appointment of Mr. Amit Panwar (DIN: 10456519) as an Additional Director cum Whole Time Director of the Company upto the conclusion of forthcoming Annual General Meeting in accordance with the provisions of Section 161 and 196 of the Companies Act, 2013 read with the Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any.

Further, the shareholders of the Company in its Annual General Meeting held on September 30, 2025 approve the regularization of Mr. Amit Panwar (DIN: 10456519) as a Whole-time Director of the Company for a period of one-year w.e.f. August 12, 2025 to August 11, 2026.

Based on the recommendation of the Nomination and Remuneration Committee and the Board, Shareholders of the Company at its Annual General Meeting held on September 30, 2025 approved appointment of Mr. Prem Kumar Sitaram Mahato (DIN: 11198389) as an Independent Director of the Company for the first term of 5 (Five) consecutive years w.e.f. September 5, 2025 upto September 4, 2030 in accordance with the provisions of Section 149, 150 and 152 of the Companies Act, 2013 read with Schedule IV and Rules made thereunder and other applicable provisions of the Companies Act, 2013, if any.

However, after the closure of financial year, Mr. Akhileshwar Singh, Company Secretary and Compliance Officer of the Company and Mr. Jamuna Prasad Sharma, Chief Financial Officer (CFO) of the Company has resigned from the post vide their resignation letter dated 15.05.2026 and the same has been approved in the meeting of board of directors held on 15.05.2026.

Further, based on the recommendation of the Nomination and Remuneration Committee, the board of directors of the Company has approved the appointment of CA Madhav Agarwal, as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company w.e.f 15.05.2026.

Further, based on the recommendation of the Nomination and Remuneration Committee, the board of directors of the Company at its meeting held on 31.07.2026 approved the appointment of Ms. Pooja Aggarwal, as the Company Secretary & Compliance Officer of the Company, designated as a Key Managerial Personnel (KMP) w.e.f. 27th May, 2026 and Mr. Amit Panwar (DIN: 10456519) has appointed as a Whole-time Director of the Company for a period of up to 5 (Five) years with effect from 31st July, 2026 to 30th July, 2031 subject to the approval of members.

Furthermore, the tenure of Mr. Rohit Kaushik from the position of Independent Director has been completed and he will not be continuing as an Independent Director of the Company for further term.

9. Directors Responsibility Statement

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, and based on the representations received from the operating management, the directors hereby confirm that:

1. In preparation of the Annual Accounts for financial year ended 31st March 2026, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit or loss of the company for that period.

3. The Directors had 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.

4. The Directors had prepared the Annual Accounts on a going concern basis.

5. They had laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and operating effectively;

6. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. Material Changes and Commitments Affecting the Financial Position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the Report

There have been no material changes and commitments, which affect the financial position of the company which have occurred between the end of the financial year to which the financial statements relate and the date of this Report.

11. Disclosures under Section 134 of the Companies Act, 2013

Except as disclosed elsewhere in this report, there have been no material changes and commitments which can affect the financial position of the Company occurred between the end of the financial year of the Company and date of this report.

12. Particulars of Employees

There is no employee in the Company whose particulars are required to be given under section 134 of the Companies Act, 2013 and the Rules made there under, as amended.

13. Auditors

M/s Singh Ray Mishra & Co., Chartered Accountants (Firm Registration No. 004921E) was appointed as Statutory Auditors of the Company to hold office for term of five years until the conclusion of the 38th Annual General Meeting.

14. Management Discussion and Analysis:

A detailed review of the operations, performance and future outlook of the Company and its businesses is given in the Management Discussion and Analysis, which forms part of the Annual Report as Annexure IV.

15. Declaration by Independent Directors:

The Company has received mandatory declaration required under section 149(7) from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and Regulation 16 of Listing Regulations.

16. Management:

During the year under review, there is change in the management of the Company. Mrs. Arti Bhatia has resigned from the post of whole time Director on 1st August 2025 but still she is on the Board of Directors as non-executive and non- independent director. Mr. Amit Panwar has appointed as Whole Time Director of Company since 12th August 2025 for term of one year. Mr. Prem Kumar Sitaram Mahato has appointed as Independent Director of the Company.

17. Secretarial Audit:

Pursuant to the provisions of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s AKP & Associates, Company Secretaries (C.P. No. 7540) as Secretarial Auditors of the Company. The Secretarial Audit Report, in the prescribed Form No. MR-3 is attached herewith as Annexure I.

18. Committees of the Board:

Currently, the Board has the following Committees:

a) Audit Committee.

b) Nomination and Remuneration Committee.

c) Stakeholder Grievance/Relationship Committee.

d) Independent Director Committee

e) Women Grievance Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Section in this Annual Report.

a) Audit Committee

The current composition of Audit Committee is as follows:

Mr. Umesh Kumar Singh	Independent Director	Chairman & Member
Mrs. Amit Panwar	Executive Director	Member
Mr. Amit Lal Yogi	Independent Director	Member
Mr. Karn Rajhans	Independent Director	Member

b) Nomination and Remuneration Committee:

The current composition of Nomination and Remuneration Committee is as follows:

Mr. Karn Rajhans	Independent Director	Chairman & Member
Mr. Amit Lal Yogi	Independent Director	Member
Mr. Umesh Kumar Singh	Independent Director	Member

c) Stakeholder Grievance/Relationship Committee:

The current composition of Stakeholder Grievance/Relationship Committee is as follows:

Mr. Umesh Kumar Singh	Independent Director	Chairman & Member
Mrs. Amit Panwar	Executive Director	Member
Mr. Amit Lal Yogi	Independent Director	Member

d) Independent Director Committee:

The current composition of Stakeholder Grievance/Relationship Committee is as follows:

Mr. Umesh Kumar Singh	Independent Director	Chairman & Member
Mr. Karan Rajhans	Independent Director	Member
Mr. Amit Lal Yogi	Independent Director	Member

e) Women Grievance Committee

The current composition of Nomination and Remuneration Committee is as follows:

Mrs. Arti Bhatia	Non-Executive Director	Chairperson
Mr. Amit Panwar	Executive Director	Member
Mr. Amit Lal Yogi	Independent Director	Member

19. Remuneration to Directors:

The board of the Company has passed the resolution for remuneration of Directors/KMPs and any other officer of the Company in case of inadequate/ less profits as per the provisions of the Companies Act, 2013 to tender their services.

20. Conservation of Energy, Technology Absorption

Your Company an Infotainment Company with its core operation being related technologies into Media & Films does not involve in any manufacturing activity during the period under review.

No particulars are therefore furnished in this report in relation to the conservation of energy and technology absorption as required under Section 134 of the Companies Act, 2013.

21. Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The requisite details containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III (a).

22. Disclosure under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The requisite details relating to the remuneration of the specified employees covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure III (b).

23. Corporate Governance:

Your Company has been practicing the principles of good corporate governance over the years and it is a continuous and ongoing process. A detailed Report on Corporate Governance practices followed by your Company, in terms of Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 together with a Certificate from the Auditors confirming compliance with the conditions of Corporate Governance are provided separately in this Annual Report. Certificate of CEO / CFO, inter alia, confirming the correctness of the financial statements, adequacy of the internal measures and reporting of matters to the audit committee in terms of the Regulation 27 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015 with stock exchanges, is also attached as a part of this Annual Report.

24. Meetings of the Board:

During the year under review, Six (6) meetings of the Board of Directors were held the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between two Board Meetings was not more than One Hundred and Twenty Days.

25. Foreign Exchange Earning and Outgo

The details of foreign Exchange Earnings and Outflow during the Year under review are as below:

Particulars	31.03.2026	31.03.2025
Earning in Foreign Currency: Expenditure in	NIL	NIL
Foreign Currency:
Imports of Goods	NIL	NIL

26. Share Capital & Listing of Securities

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

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

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

• any Sweat Equity Shares

27. Particulars of Loans given, Investment made, Guarantees given and Securities provided

The Company has not given any loans, guarantees under Section 186 of the Act. Particulars of investments made by the Company during the financial year 2025-26 are provided in the financial statements.

28. Related Party Transactions

The Company has adopted a Framework on Related Party Transactions (“RPT”) for the purpose of identification and monitoring of RPTs. Details of contracts or arrangements or transactions with Related Parties and arms length basis with respect to transactions covered under Section 188 (1) of the Act and the applicable Rules framed there under, in the prescribed Form No. AOC-2, are given in Annexure II. Further, details of Related Party Transactions as required to be disclosed by Accounting Standard - 18 on “Related Party Disclosures” specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements. During the year, the Company has not entered into any transaction with Related Parties which are not in its ordinary course of business or not on an arms length basis and which require disclosure in this Report in terms of the provisions of Section 188(1) of the Act.

29. Internal Financial Controls

The Company has in place adequate internal financial controls with reference to financial statements. The Companys internal control systems, including internal financial controls, are commensurate with the nature of its business and the size and complexity of its operations and some are adequate and operating effectively. These systems are periodically tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews adequacy and effectiveness of the Companys internal control system including internal financial controls.

30. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. During the year, no complaints were received by the internal committee.

31. Explanation or Comments on Qualification etc., by Auditors and Company Secretary in Practice:

There is no qualification, reservation or adverse remark or disclaimer made by the Auditors in the Auditors Report or by the Company Secretary in Practice in Secretarial Audit Report needing explanation or comments by the Board. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

32. Establishment of CSR Policy and Related Disclosure / Compliances

The Company does not cross the threshold limit provided under Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 relating to Corporate Social Responsibility, hence CSR is not applicable to the Company.

33. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.

The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company.

34. Details of Application / Any Proceeding Pending under the Insolvency and Bankruptcy Code, 2016

The Company has not filed any application and no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during the year under review.

35. Subsidiaries/ Associates or Joint Ventures

During the period under review, no Company has become or ceased to be Subsidiary, Associates or Joint Venture of the Company. The proposal for acquiring of one subsidiary is going on.

36. Proposal for Approval the Written Off of Bad Debts;

The proposal for approval of the written off bad debts is given to the shareholders of the company in ensuing general meeting of the Company.

37. Unsecured Loan from Promoters

The company had already taken loan from its promoters namely Mrs. Arti Bhatia and Mr. Rakesh Bhatia in order to meet its compliances and employee salary etc. from time to time.

38. SEBI imposed penalty in 2019

The SEBI had imposed the penalty an amount of RS. 5,00,000/- in year 2019 out of which the Sebi recovered an amount of INR 1,40,000 and the balance amount paid very soon.

39. DEMATE mode of Physical mode of Shares

SEBI stopped the transfer of physical shares from April 1, 2019, but recently introduced as per CIRCULAR SEBI/HO/MIRSD/MIRSD-Pod/P/CIR/2025/97 date July 2, 2025 a special six-month window, from July 7, 2025, to January 6, 2026, to re-lodge transfer requests that were rejected before the 2019 deadline due to document deficiencies.

Therefore, the company has already taken due steps in terms of above said circular regarding advising the remaining lot of shareholders of the company to convert their holdings from physical mode to D-mate.

40. Annual Evaluation by the Board:

On the recommendation of the Nomination and Remuneration Committee, the Board has finalized the Evaluation Process to evaluate the entire Board, Committees, Executive Directors and Non-Executive Directors. The method of evaluation, as per the Evaluation Process, is to be done by internal assessment through a detailed questionnaire to be completed by individual Directors. In accordance with the Companies Act and the Listing Requirements, the evaluation is done once in a year, after close of the year and before the Annual General Meeting.

41. Acknowledgement

The Directors would like to place on record their gratitude for the valuable guidance and support received from Union Government, Government of Maharashtra as also all the Government agencies, banks, financial institutions, shareholders, registrar, share transfer agents, venders, customers, employees and other business associates, who, through their continued support and cooperation, have helped as partners in your Companys progress. The Directors are also deeply touched by the efforts, sincerity and loyalty displayed by the employees without whom the growth of the Company is unattainable. The Directors seek, and look forward to the same support during the future years of growth.

	By and on Behalf of the Board of Directors
	For BGIL Films & Technologies Limited
Date: 07th September, 2026	Sd/-
Place: Noida	Mrs. Arti Bhatia
	Chairperson