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)

Notes:

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

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

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

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

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

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

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

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

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

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

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

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

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

3. FINANCIAL STATEMENTS

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

4. SHARE CAPITAL

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

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

a) shares with differential voting rights

b) sweat equity shares.

5. DIVIDEND

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

6. GENERAL RESERVE

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

7. DEPOSITS

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

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

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

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

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

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Composition of Board of Directors:

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

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

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

(ii) Key Managerial Personnel:

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

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

(iii) Appointment/ Re-appointment of Directors

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

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

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

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

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

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

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

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

(iv) Declaration from Independent Directors

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

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

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

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

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

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

10. COMMITTEES OF THE BOARD

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

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

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

A. Audit Committee

B. Nomination and Remuneration Committee

C. Stakeholders Relationship Committee

D. Risk Management Committee

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

Other key Committees constituted by the Company are:

E. Securities Committee

F. ESOP Compensation Committee

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

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

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

11. MEETINGS OF THE BOARD

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

12. DIRECTOR'S RESPONSIBILITY STATEMENT

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

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

b) They have selected such accounting policies and applied
them consistently and made judgments and estimates
that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March
31, 2025 and of the profit of the Company for that year
ended on that date;

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

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

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

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

13. SUBSIDIARY COMPANIES

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

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

News24 Broadcast India Limited

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

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

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

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

E24 Glamour Limited

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

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

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

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

Skyline Radio Network Limited

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

BAG Network Limited

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

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

Consolidated Financial Statements

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

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

14. ANNUAL RETURN

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

15. CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION

Energy Conservation Measures Taken by the Company

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

Technology Absorption

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

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

16. FOREIGN EXCHANGE EARNING AND OUTGO

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

17. SIGNIFICANT AND MATERIAL ORDERS

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

18. INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

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

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

19. PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS

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

20. DISCLOSURE RELATED TO POLICIES

A. Nomination and Remuneration Policy

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

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

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

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

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

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

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

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

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

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

B. Corporate Social Responsibility Policy

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

C. Risk Management Policy

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

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

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

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

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

D. Whistle Blower Policy and Vigil Mechanism

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

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

E. Performance Evaluation Policy

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

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

F. Material Subsidiary Policy

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

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

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

21. AUDITORS AND AUDITORS' REPORT

(i) Statutory Auditors

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

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

(ii) Qualification in Auditors reports

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

(iii) Secretarial Auditors and their Reports

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

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

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

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

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

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

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

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

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

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

Response

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

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

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

(v) Reporting of Frauds by Auditors

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

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES

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

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

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

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

23. MATERIAL CHANGES AND COMMITMENTS

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

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

24. LISTING

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

25. CYBER SECURITY

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

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

26. CORPORATE GOVERNANCE

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

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

27. COMPLIANCE WITH SECRETARIAL STANDARD

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

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

section and forms an integral part of this Annual Report.

29. CODE OF CONDUCT

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

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

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

30. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

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

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

31. PREVENTION, PROHIBITION AND REDRESSAL OF

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

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

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

32. MATERNITY BENEFIT ACT

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

33. IBC CODE & ONE-TIME SETTLEMENT

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

34. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

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

35. APPRECIATION AND ACKNOWLEDGEMENTS

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

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

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

Anuradha Prasad Shukla

Place : Noida Chairperson and Managing Director

Date : May 28, 2025 DIN: 00010716