We have audited the accompanying standalone financial
statements of B.A.G. Films and Media Limited ("the Company"),
which comprise the Standalone Balance Sheet as at March 31,
2025, the Standalone Statement of Profit and Loss (including
Other Comprehensive Income), the Standalone Statement of
Cash Flow and the Standalone Statement of Changes in Equity
for the year ended on that date and notes to the Standalone
Financial Statements including a summary of significant
accounting policies and other explanatory information (herein
after referred to as the standalone financial statements).
In our opinion and to the best of our information and according
to the explanations given to us, the this standalone financial
statements give the information required by the Companies
Act, 2013 ( "the Act") in the manner so required and give a
true and fair view in conformity with the Indian Accounting
Standards prescribed under Section 133 of the Act ("Ind AS")
and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31,2025, and
total comprehensive income (comprising of profit and other
comprehensive income), changes in equity and its cash flows
for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements
in accordance with the Standards on Auditing (SAs) specified
under Section 143 (10) of the Act. Our responsibilities under
those Standards are further described in the "Auditor's
Responsibilities for the Audit of the Standalone Financial
Statements" section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by
the Institute of Chartered Accountants of India ("the ICAI")
together with the ethical requirements that are relevant to
our audit of the standalone financial statements under the
provisions of the Act and the Rules made thereunder, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements and the ICAI's Code of Ethics. We
believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion on the
standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
standalone financial statements for the financial year ended
March 31st 2025. These matters were addressed in the context
of our audit of the standalone financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the
matters described below to be the key audit matters to be
communicated in our report.
Revenue recognition
The key audit matter
Revenue is measured net of any trade discounts and volume
rebates to customers ("discounts and rebates"). Material
estimation by the Company is involved in recognition
and measurement of rebates and discounts. This includes
establishing an accrual at year end, particularly in
arrangements with varying terms which are based on annual
contracts or shorter-term arrangements. In addition, the value
and timing of promotions for products varies from period to
period, and the activity can span beyond the year end.
We identified the evaluation of accrual for rebates and
discounts as a key audit matter.
How the matter was addressed in our audit
Our audit procedures included:
• Understanding the process followed by the Company
to determine the amount of accrual for discounts and
rebates.
• Evaluating the design and implementation and testing
operating effectiveness of Company's general IT controls,
key manual and application controls over the Company's
IT systems including controls over rebates agreements
/ arrangements, rebate payments / settlements and
Company's review over the rebate accruals.
• Inspecting on a sample basis, key customer contracts.
Based on the terms and conditions relating to discounts
and rebates, assessing the Company's revenue
recognition policies with reference to the requirements
of the applicable accounting standards
• Performing substantive testing by selecting samples of
discounts and rebates transactions recorded during the
year as well as period end discounts and rebates accruals
and matching the parameters used in the computation
with the relevant source documents.
• Examining historical rebate accrual together with our
understanding of current year developments to form
an expectation of the rebate accrual as at year end and
comparing this expectation against the actual rebate
accrual, completing further inquiries and obtaining
underlying documentation, on a sample basis, as
appropriate. Further, we also performed retrospective
review to evaluate the precision with which management
makes estimates.
• Checking completeness and accuracy of the data used by
the Company for accrual of discounts and rebates,
• Testing actualisation of estimated accruals on a sample
basis
• Testing a selection of rebate accruals recorded after 31
March 2025 and assessing whether the accrual is recorded
in the correct period.
• Testing a selection of payments made after 31 March
2025 and where relevant, comparing the payment to the
related rebate accrual.
• Critically assessing manual journal entries posted to
revenue, on a sample basis, to identify unusual items and
examining the underlying documentation.
Provisions and contingent liabilities relating to taxation,
litigations and claims
The key audit matter
The provisions and contingent liabilities relate to ongoing
litigations and claims with various authorities and third
parties. These relate to direct tax, indirect tax, transfer
pricing arrangements, claims, general legal proceedings,
environmental issues and other eventualities arising in the
regular course of business.
As at the year ended March 31, 2025, the amounts involved
are significant. The computation of a provision or contingent
liability requires significant judgement by the Company
because of the inherent complexity in estimating future costs.
The amount recognised as a provision is the best estimate of
the expenditure. The provisions and contingent liabilities are
subject to changes in the outcomes of litigations and claims
and the positions taken by the Company. It involves significant
judgement and estimation to determine the likelihood and
timing of the cash outflows and interpretations of the legal
aspects, tax legislations and judgements previously made by
authorities.
How the matter was addressed in our audit
Our audit procedures included:
• Understanding the process followed by the Company
for assessment and determination of the amount of
provisions and contingent liabilities relating to taxation,
litigations and claims.
• Evaluating the design and implementation and testing
operating effectiveness of key internal controls around
the recognition and measurement of provisions and re¬
assessment of contingent liabilities.
• Involving our tax professionals with specialised skills and
knowledge to assist in the assessment of the value of
significant provisions and contingent liabilities relating
to taxation matter, on sample basis, in light of the nature
of the exposures, applicable regulations and related
correspondence with the authorities.
• Inquiring the status in respect of significant provisions
and contingent liabilities with the Company's internal tax
and legal team, including challenging the assumptions
and critical judgements made by the Company which
impacted the computation of the provisions and
inspecting the computation.
• Assessing the assumptions used and estimates of outcome
and financial effect, including considering judgement of
the Company, supplemented by experience of similar
decisions previously made by the authorities and, in some
cases, relevant opinions given by the Company's advisors.
• Testing data used to develop the estimate for
completeness and accuracy.
• Evaluating judgements made by the Company by
comparing the estimates of prior year to the actual
outcome.
• Evaluating the Company's disclosures in the standalone
financial statements in respect of provisions and
contingent liabilities.
Information Other than the Financial Statements and
Auditor's Report Thereon
The Company's Management and Board of Directors are
responsible for the other information. The other information
comprises the information included in the Management
Discussion and Analysis, Board's Report including Annexures
to Board's Report, Corporate Governance and Shareholder's
Information, but does not include the standalone financial
statements and our auditor's report thereon.
Our opinion on the standalone financial statements does not
cover the other information and we do not express any form
of assurance conclusion thereon.
In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information
is materially inconsistent with the standalone financial
statements or our knowledge obtained during the course of
our audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we
are required to report that fact. We have nothing to report in
this regard.
Management's and Board of Director's Responsibility for
the Standalone Financial Statements
The Company's Management and Board of Directors are
responsible for the matters stated in Section 134(5) of the Act
with respect to the preparation of these standalone financial
statements that give a true andfair view of the financial position,
financial performance, including other comprehensive
income, changes in equity and cash flows of the Company in
accordance with the Ind AS and other accounting principles
generally accepted in India. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management
and Board of Directors are responsible for assessing the
Company's ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless management either
intends to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the
Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.
As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement
of the standalone financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.
• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal
financial controls with reference to standalone financial
statements in place and the operating effectiveness of
such controls.
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures in the standalone financial statements
made by the Management and Board of Directors.
• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast
significant doubt on the Company's ability to continue
as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention
in our auditor's report to the related disclosures in the
standalone financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are
based on the audit evidence obtained up to the date of
our auditors' report. However, future events or conditions
may cause the Company to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content
of the standalone financial statements, including the
disclosures, and whether the standalone financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditors' report unless law
or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order,
2020 ("the Order") issued by the Central Government of
India in terms of sub-section (11) of section 143 of the Act,
we give in the Annexure "A', a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent
applicable.
2. As required by section 143 (3) of the Act, we report, to the
extent applicable, that:
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit;
(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it
appears from our examination of those books;
(c) The standalone balance sheet, the standalone
statement of profit and loss (including other
comprehensive income), the standalone statement
of changes in equity and the standalone statement of
cash flows dealt with by this Report are in agreement
with the books of account;
(d) In our opinion, the this standalone financial
statements comply with the Ind AS specified under
Section 133 of the Act read with Companies (Indian
Accounting Standards) Rules, 2015 as amended.
(e) On the basis of the written representations received
from the directors as on March 31, 2025, and taken
on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2025, from
being appointed as a director in terms of section
164(2) of the Act;
(f) With respect to the adequacy of the internal financial
controls with reference to these Standalone financial
statements of the Company and the operating
effectiveness of such controls, refer to our separate
Report in "Annexure B". Our report expresses an
unmodified opinion on the adequacy and operating
effectiveness of the Company's internal financial
controls with reference to Standalone Financial
Statements.
(g) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014,
as amended, in our opinion and to the best of our
information and according to the explanations given
to us:
i. The Company has disclosed the impact of pending
litigations as at March 31, 2025 on its financial
position in its standalone financial statements.
ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses during the year
ended March 31, 2025.
iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company during the year ended March
31,2025.
iv. (a) The Management has represented that, to
the best of its knowledge and belief, no funds
(which are material either individually or in the
aggregate) have been advanced or loaned or
invested (either from borrowed funds or share
premium or any other sources or kind of funds)
by the Company to or in any other person or
entity, including foreign entity ("Intermediaries"),
with the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, whether, directly or indirectly lend or
invest in other persons or entities identified in
any manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries;
(b) The Management has represented, that, to
the best of its knowledge and belief, no funds
(which are material either individually or in
the aggregate) have been received by the
Company from any person or entity, including
foreign entity ("Funding Parties"), with the
understanding, whether recorded in writing
or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries;
(c) Based on the audit procedures that have been
considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of
Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.
v. The Company has not declared or paid any dividend
during the year and has not proposed final dividend for
the year.
vi. Based on our examination, which included test checks, the
Company has used accounting softwares for maintaining
its books of account for the financial year ended March 31,
2025 which has a feature of recording audit trail (edit log)
facility and the same has operated throughout the year
for all relevant transactions recorded in the softwares.
Further, during the course of our audit we did not come
across any instance of the audit trail feature being
tampered with and the audit trail has been preserved by
the Company as per the statutory requirements for record
retention.
3. With respect to the other matters to be included in the
Auditor's Report under section 197(16) of the Act:
In our opinion and according to the explanations given to
us, the remuneration paid by the Company to its directors
during the year is in accordance with the provisions of
section 197 of the Act. The remuneration paid to any
director is not in excess of the limit laid down under
Section 197 of the Act read with Schedule V of the Act.
For Joy Mukherjee & Associates
Chartered Accountants
ICAI Firm Registration Number. 006792C
CA J. Mukherjee
Partner
Place : Noida Membership Number.074602
Dated : May 28, 2025 UDIN: 25074602BMICCQ5308
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