Your Directors have pleasure in presenting the 36 ^th Annual Report with the Audited Financial
Statements of BGIL Films & Technologies Limited (BGFT) for the financial year ended
March 31^st, 2025.

1. FINANCIAL RESULTS

(In Lakhs)

2. TRANSFER TO RESERVES

As the company has negative profitability during the year ending 31^st March’2025 therefore
no possibility of transferring reserve.

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.

3. STATE OF COMPANY AFFAIRS:

For the Financial year 2024-25 ended March 31, 2025, the company achieved an Earnings
before Interest, Tax, Depreciation and Amortization (EBITDA) of INR 7.57 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.

4. SHARE CAPITAL

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

5. CHANGE IN NATURE OF BUSINESS

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

6. PUBLIC DEPOSITS

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

7. DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL:

Mrs. Arti Bhatia has been working as Whole Time Director of the Company till 1^st August’25,
her tenure expired therefore she opted not to work as WTD and resigned from the post of
whole Time Director on 1^st August 2025, but She is still on the Board of Directors as a non¬
executive and non-independent member of Board. Akhileshwar Sing resigned from the post
of Company Secretary on 28^th march 2025 and again appointed as Company Secretary since
25^th June 2025. Mr. Amit Panwar has been appointed as whole Time Director of the Company
since 12^th August 2025 for a term of five Years and Mr. Prem Kumar Sitaram Mahato has
also been appointed as an Independent Director of the Company since 31^st August 2025 for
a term of two consecutive year.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 134 (3) I 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 31^st March 2025, 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.

9. 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.

10. 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.

11. 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.

9. 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 38^th Annual General Meeting.

10. 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 V.

11. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received mandatory declaration required under section 149(6) 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. Mr. Prem Kumar
Sitaram Mahato has appointed as an Independent Director of the Company.

12. 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 1^st 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 12^th August 2025 for term of one

year. Mr. Prem Kumar Sitaram Mahato has appointed as Independent Director of the
Company.

13. 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 as Secretarial C.P. No. 7540 Auditors
of the Company. The Secretarial Audit Report, in the prescribed Form No. MR-3 is attached
herewith as Annexure I.

14. 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:

All the recommendations made by the Audit Committee during the year were accepted by the
Board.

b) NOMINATION AND REMUNERATION COMMITTEE:

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

c) STAKEHOLDER GRIEVANCE/RELATIONSHIP COMMITTEE:

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

d) NOMINATION AND REMUNERATION COMMITTEE:

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

e) WOMEN GRIEVANCE COMMITTEE

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

15. 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.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Y our 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.

17. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES
(APPOINTMENTAND 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).

18. DISCLOSURE UNDER RULE 5(2) AND RULE 5(3) OF THE COMPANIES (APPOINTMENT
ANDREMUNERATION 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).

19. 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.

20. MEETINGS OF THE BOARD:

During the year under review, five (5) 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.

21. FOREIGN EXCHANGE EARNING AND OUTGO

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

22. 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

23. 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 2024-25 are provided in the
financial statements.

24. 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 arm’s 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 IV. 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 arm’s length basis and which require disclosure in
this Report in terms of the provisions of Section 188(1) of the Act.

25. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial
statements. The Company’s 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 Company’s internal control
system including internal financial controls.

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN
ATWORKPLACE (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.

27. 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.

28. 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.

29. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(121. 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.

30. DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE. 2016

Neither any application was made nor any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the financial year.

31. 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.

32. APPROVAL OF REQUEST RECEIVED FROM PERSONS BELONGING TO THE
PROMOTER GROUP FOR RECLASSIFICATION FROM “PROMOTER GROUP”
CATEGORY TO “PUBLIC” CATEGORY.

Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, provides a mechanism regarding reclassification from “Promoter Group” category to
“Public” category. In terms of the said Regulation, the following persons belonging to Promoter
Group had vide letter dated 12th June, 2025 requested the Company for reclassification of
their shareholding from the existing “Promoter Group” category to “Public” category in the
Shareholding Pattern of the Company and/ or such other places wherever their names
appear:

33. 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.

34. 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.

35. 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.

36. 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 abovesaid circular regarding
advising the remaining lot of shareholders of the company to convert their holdings from
physical mode to D-mate.

37. 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.

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 Company’s 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: 5^th September, 2025 Sd/-