Your Directors are happy in presenting the Thirty-First Director's Report together with the audited
Standalone & Consolidated financial Statements for the year ended 31^st March, 2025.

Financial Results

The Financial results of the Company for the period under review are as summarized below:

The Board of Directors hereby state that during the financial year ended on 31^st March, 2025, Total
Consolidated Revenue for the fiscal year 2024-25 was Rs. 47.29 Lakhs and Earnings before
depreciation, Interest and tax are Rs. (73.76) Lakhs and loss after tax and extraordinary item is Rs.
(443.24) Lakhs.

State of Company Affairs:-

Bharatiya Global Infomedia Limited (BGIL) had raised Rs. 55.10 crores through an Initial Public Offer
(IPO) in June-July 2011 by issuing 67, 20,000 equity shares of Rs. 82 on book building basis. The Public
issue was oversubscribed by 2.06 times on an overall basis and the Company got successfully listed on
both the Stock Exchanges i.e. National Stock Exchange of India (NSE) and Bombay Stock Exchange
Limited (BSE).

SEBI Matter:

The penalty imposed on the Company u/s 15HA & 15HB of SEBI Act is Rs. 5 Cr. & 1 Cr. respectively. The
Appeal is pending before Supreme Court of India against the order.

The details of the objectives for IPO and its fund deployment status as on 31.03.2025 as below:

Initially the funds have been temporarily deployed as an interim measure to earn interest pending
deployment towards object of the issue; out of the total ICD's, the Company has already recalled Rs. 5.75
Crores which has been utilized by the Company as per postal ballot resolution earlier passed by the
Shareholders of the. Further, The Company has regularly disclosed its utilization of IPO proceeds to the
concerned Stock exchanges(s). The management is aggressively perusing the matter to recover the
balance amount at earliest.

Updation of SEBI Matter:-

1. On 28.12.2011, SEBI passed an Ex- Parte Ad Interim Order debarring the BGIL & Ors. From
buying, selling or dealing in the securities market in any manner. The said Ex-Parte Ad Interim
Order was passed by SEBI for alleged wrongdoing in the Initial Public Offer (IPO) of the
Applicant No. 1 and the subsequent utilization of the said IPO funds.

2. Simultaneously, a parallel proceeding was initiated against the Merchant Banker of BGIL and
after preliminary investigation, they were also prohibited from taking up any new assignment
or involvement in any new issue of capital including IPO follow-on issue from the securities
market in any manner. These directions qua the Applicants and the Merchant Bankers were
confirmed by SEBI vide orders dated 21.09.2012 and 5.10.2012.

3. On 6.05.2013, SEBI simultaneously also initiated Adjudicating proceedings against the BGIL
under Rule 4(1) of SEBI (Procedure for Holding Inquiry Section 15I of SEBI Act, 1992.
Accordingly, a common notice bearing reference no. EAD-2/RG/10755/2013 was issued calling
upon to show cause.

4. On 25.9.2013, the BGIL submitted their detailed reply to the SCN issued by the Adjudicating
Officer. Major points/submissions made by the Applicants are set out hereunder:

1. In respect to the allegation of non-disclosure of vendor details, it was submitted that in para no.
1 of page 35 of the Prospectus it was clearly stated that “We are also negotiating with several
suppliers & the actual supplier may vary from the one mentioned above.” Since the terms
offered by the final vendors were much better and cost-effective from the vendors disclosed in
the prospectus, the Applicants made advance payments to new vendors for taking advantage of
competitive costing. Had the disclosure of these vendors been made in the Prospectus it would
not have had any adverse impact on the informed investment decision of any Investor as the
Applicant no. 1 had merely changed the vendors without changing the inter se allocation of
funds as well as the purchase of equipment and machinery. Further, on para 2 of the same page
of the Prospectus, the Applicants had clearly mentioned that “Our Company plans to meet the

above expenditure out of the proceeds of this issue. However, pending receipt of the issue
proceeds the Applicants might be required to make certain initial payments/deposits with the
vendors/suppliers in order to avail the competitive rates quoted by them in their quotations.”

2. It was contended by the Applicants herein that as per Regulation 57 of ICDR Regulations, it is
not at all mandatory for a Company to disclose its vendor details. Applicant No. 1 though
changed the vendors later on but purchased the same material that was disclosed in the
Prospectus and utilized the IPO proceeds as per the objectives of IPO as detailed in the
Prospectus.

3. Further, it was also submitted that Regulation 60(4)(a) of ICDR Regulations requires public
notice of material developments having material effect on the issuer to be notified by way of
public notices in Newspapers in which the issuer had issued pre-issue advertisement under
Regulation 47 or 55 of the ICDR Regulations as the case may be. As the change in vendors
cannot be regarded as a material development having a material impact on the informed
decision of investors at large, the requirements under clause 60(4)(a) did not arise.

4. By changing the vender details, BGIL could save an amount of 10.18% in its investment towards
the studio division and further saved 4.69% in its investment towards IT Division.

5. However, none of these submissions were considered by the Ld. Adjudicating Officer while
passing the SEBI AO Order.

6. Adjudicating Officer in para 37 of the SEBI AO Order observed that a part of IPO proceeds i.e. Rs.
10.53 crores had reached two groups of entities viz; GRD Group and Korp Group either directly
or indirectly through layers of bank transactions.

7. Ld. Adjudicating Officer while delivering the SEBI AO Order failed to take into account the
submissions made by the Applicants vide its replies.

8. Ld. Adjudicating Officer penalized the BGIL & its Directors u/s 15HA and 15HB of the SEBI Act,
1992 and imposed a penalty of Rs. 15.50 crores without even quantifying the undue gain or
advantage. The observation of the Ld. AO and the findings recorded by him in Paragraph no. 69
of his order are self-contradictory.

9. Being aggrieved by the SEBI Order, the BGIL & Directors preferred an appeal before SAT. The
Appeal came to be dismissed by SAT vide order dated 25.06.2019 thereby upholding the Order
of SEBI AO and confirming the penalty imposed by the Ld. Adjudicating Officer.

10. Being aggrieved of the SAT Order, BGIL & Directors approached Hon'ble Supreme Court of India,
however the said Appeal got dismissed in limine vide order dated 16.09.2019

11. As a Review Application against the Order dated 25th June 2019 of SAT was maintainable in
law, the Applicants preferred Review Application before SAT enumerating several grounds
requiring consideration.

In the meanwhile, in the matter pertaining to 22 entities (Traders) which was remanded back to SEBI
for fresh consideration by SAT, the A O, SEBI in compliance with the directions of this Hon'ble Tribunal
vide order dated 06.04.2016 passed the order exonerating all the 22 entities, including the GRD and
KORP Group entities .

In the Order the Adjudicating Officer, SEBI after having considered the investigation report in the
matter of the Company and the submissions and material evidences submitted by the 22 entities,
observed that the allegations levelled against the 22 entities of having manipulated the price of the scrip
of the Company does not stand and the case does not warrant imposition of any monetary penalty.
Accordingly the penalty of Rs. 42.50 Crores imposed vide earlier order dated 25.03.2014 came to be
reversed.

(a) In light of the findings of the Adjudicating Officer SEBI, that the GRD and KORP Group entities
have not been funded by the Company and that they have traded based on their own funds or
the funds borrowed by them in the ordinary course and they have not indulged in manipulation,
the adverse findings qua the Company BGIL that it had allegedly diverted funds to the extent of
Rs 10.53 crores to GRD and KORP Group entities cannot legally sustain.

(b) The Order dated 14.02.2022 passed by the A. O. SEBI has not been reviewed by SEBI. The said
Order has also not been challenged by SEBI and hence has been accepted by SEBI and the
findings and observations in the Order dated 14.02.2022 have attained finality and are binding
upon SEBI.

(c) Significantly, the said Order dated 14.02.2022 passed by the Adjudicating Officer SEBI, has been
passed despite the findings recorded in earlier Orders.

(d) In view of the order dated 14.02.2022 the allegations/findings of violations of PFUTP
regulations by the Company BGIL pertaining to alleged diversion of funds to the extent of Rs
10.53 crores to GRD and KORP Group entities needs to be interfered and the Impugned Order
needs to be set aside / modified and penalty be reduced.

GST/Income- tax related matters:-

During the period, The Demand and SCN received from various GST Departments including Mumbai and
Delhi. Company has filed the appeal in the Mumbai High Court and the matter is pending before the High
Court. The replies of other Notices have sent or are under process. are all the notices received from GST
authority/Income Tax authority, Company has replied/ complied with the related authority (ies) timely.

Dividend:-

No dividend is recommended for the year ended March 31, 2024.

Reserves:-

The Board of Directors does not recommend any transfer to reserves for the period under review.

Share Capital:-

There has been no change in the Share Capital of the company.

Public Deposits:-

The Company has not accepted any public deposits u/s 26 of the Companies Act, 2013 during the period
under review.

Committees of the Board:

Currently, the Board has the following Committees:

A. Audit Committee.

B. Nomination and Remuneration Committee.

C. Stakeholder Relationship Committee.

D. 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:

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 Relationship Committee:

The current composition of Stakeholder Relationship Committee is as follows:

D. Women Grievance Committee:

The current composition of Women Grievance Committee is as follows:

Board & Committee Meetings:-

The board met 4 times during the financial year, the details of which are given in the Corporate
Governance Report that forms part of the Annual Report. The intervene gaps between any two meetings
was within the period prescribed by the Companies Act, 2013.

The details pertaining to the composition of the Board and that of its committees and such other details
as required to be provided under Companies Act, 2013 are included in the Corporate Governance Report,
which form part of Annual report.

Secretarial Audit:-

The Board has appointed M/s AKP & Associates, Company Secretaries to conduct Secretarial Audit
pursuant to provision of Section 204 of the Companies Act 2013 for the financial year 2024-2025. The
report of the Secretarial Auditor is attached as Annesure-I to do this report. Observation made in the
Secretarial Auditor's Report are self-explanatory and do not call for any comments.

Declaration of Independent Director-

All Independent Directors have given declaration that they meet the criteria of Independence as
provided under section 149 of the Companies Act 2013 and SEBI (Listing Obligation & Disclosure
Requirements) Regulations 2015.

Policy on Directors' Appointment/ Remuneration of Directors/Key Managerial Personnel and
Other Employees:-

The Nomination and Remuneration Committee constituted by the Company has formulated criteria for
determining qualifications, positive attributes and independence of the Directors. The Committee has
also recommended to the Board a Policy relating to remuneration ensuring: (i) the level and composition
of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of
the quality required to run the company successfully; (ii) relation of remuneration to performance is
clear and meets appropriate performance benchmarks; and (iii) remuneration to key managerial
personnel and senior management involves a balance between fixed and incentive pay reflecting short
and long-term performance objectives, appropriate to the working of the Company and its goals.
Statutory Auditors:-

M/s Singh Ray Mishra & Co., Chartered Accountants, (Firm Registration No. 318121E) New Delhi, were
being re-appointed as Statutory Auditors of the Company conclusion of this Annual General Meeting
(AGM) to the conclusion of next Thirty-Second Annual General Meeting. The Company received
confirmation that their appointment, if made, would be within the limits prescribed under section 139 of
the Companies Act, 2013 and also that they are not otherwise disqualifies within the meeting of Section
141 of the Companies Act, 2013, for such appointment.

The observation made by the Auditors in their report is self explanatory and does not require any
clarification.

Management Discussion & 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 in
Annexure-VI.

Particulars of Employees:-

There are no employees whose particulars are required to be given in the terms of provisions of Section
134 of the Companies Act, 2013 read with the Companies (Particulars of Employees) Rules, 1975.

Corporate Governance:-

Regulation 27 of SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015 mandates that
the Board shall monitor and review the Board Evaluation frame-work. The Companies Act, 2013
provides that a formal annual evaluation needs to be made by the Board of its own performance and that
of its Committees and individual directors. Schedule IV of the Companies Act, 2013, states that the
performance evaluation of Independent Directors shall be done by the entire Board of Directors,
excluding the director being evaluated.

The board of directors has carried out an annual evaluation of its own performance, Board Committees
and individual directors pursuant to the provisions of the Companies Act, 2013 and the corporate
governance requirements as prescribed by Securities and Exchange Board of India (“SEBI”).

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on
the basis of the criteria such as the Board composition and structure, effectiveness of board processes,
information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the Committee
members on the basis of the criteria such as the composition of committees, effectiveness of Committee
meetings, etc.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the individual director to the
Board and Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on
the key aspects of his role.

In a separate meeting of Independent Directors, performance of non-Independent Directors,
performance of the board as a whole and performance of the Chairman was evaluated, taking into
account the views of executive directors and non-executive directors. The same was discussed in the
board meeting that followed the meeting of the Independent Directors, at which the performance of the
Board, its committees and individual directors was also discussed.

Internal Financial Control:-

The Board has adopted the policies and procedures for ensuring the orderly and efficient control of its
business, including adherence to the Company's policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting records and timely
preparation of reliable financial disclosures.

Vigil Mechanism/Whistle Blower Policy:-

The Company has established a Vigil Mechanism for its Directors and employees to report their genuine
concerns or grievances. The said mechanism encompasses the Whistle Blower Policy, the Fraud Risk
Management Process, the Bharatiya Global Infomedia Limited's Code of Conduct mechanism, etc. and
provides for adequate safeguards against victimization of persons who use such mechanism and also
provides direct access to the Chairperson of the Audit Committee. The Vigil Mechanism has been put up
on the Company's website.

Conservation of Technology and Absorption:-

Since the Company does not own any manufacturing facility, the provision of Section 134 of the
Companies Act, 2013 read with the Companies (Disclosure of Particulars in the report of Board of
Director) Rules 1988, are not applicable.

Foreign Exchange Earnings & Outgo:-

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

Directors' Responsibility Statement-

Pursuant to the requirement of section 134 (3) (C) of the Companies Act, 2013, and based on the
representations received from the operating management, the directors hereby confirm that:

12. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

13. 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.

14. 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.

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

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

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

Obligation of Company under the Sexual harassment of Woman at Work Place (Prevention,
Prohibition and Redresal) 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 Redresal) 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.

Ability to maintain operations during lockdown

The Company managed to ensure smooth functioning of critical operations by providing necessary
digital infrastructure including laptops / desktops, VPN access, video conferencing tools, etc. to allow
employees to operate from home. All on site production remained closed as the Company followed local
regulations during the lockdown.

The Company resumed its operations as per the directives and permissions of the State Government and
other statutory and trade bodies, complying with the advisories issued by concerned authorities and
following all health and safety measures. Corporate offices were opened as per the directions received
from the concerned authorities and were operating at 50% capacity.

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.

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.

Details of Directors/Key Managerial Personnel:-

Mrs. Jaya Misra has appointed as Non -Executive Independent Director of the Company on 30^th May,
2025, except this, no change in Key Managerial Personnel during the year.

Particulars of Loans, Guarantees and Investments under Section 186 of the Companies Act, 2013

The particulars of the loans, guarantees and investments have been disclosed in schedule.... Of the
financial statements.

Details of Significant & Material Orders:-

There is no significant or material order passed by the regulators or courts or tribunals impacting the
going concern status and Company's operations in future.

Consolidated Financial Statements:-

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared a
consolidated financial statement of the Company and its subsidiary company, which is forming part of
the Annual Report. Further, as required under Rule 5 of the Companies (Accounts) Rules 2014, a
statement in form AOC-1 containing salient features of the financial statements of the subsidiary
company is attached as Annexure-IV.

Disclosure under Section 197 (12) and Rule 5 (1) of the Companies (Appointment and
Remuneration of Management 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 V (a).

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 V (b).

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.

Transactions with Related Parties pursuant to Section 188 of the Companies Act, 2013:-

The Company has adopted a Framework on Related Party Transactions (“RPT”) for the purpose of
identification and monitoring of RPTs. Details of material contracts or arrangements or transactions with
Related Parties on an 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 is given in

Annexure III. 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.

Pursuant to the applicable provision of the Companies Act,2013 (“Act”) read with the applicable rules
issued under the Act, Regulation 23 of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 read with amendment thereof (“SEBI Listing Regulations”)
and the Company's Policy on Materiality of Related Party Transactions and also on dealing with Related
Party Transactions of the Company (“the Policy”), all material related party transactions of the Company
require prior approval of the members of the Company through ordinary resolution. In accordance with
Regulation 23 of the SEBI Listing Regulations, “Material Related Party Transaction” means any
transaction with a related party if the transaction/transactions to be entered into individually or taken
together with previous transactions during a financial year, exceeds ten percent of the annual
consolidated turnover as per the last audited financial statements of the Company.

The Board of Directors on recommendation of the Audit Committee, at its meeting held on 30 May 2025
has approved the above proposal subject to the approval of the members of the Company. The Board
recommends and proposes this resolution to the members of the Company for their approval in the best
interest of the Company.

Share Capital & Listing of Securities:-

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

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

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

3. any Sweat Equity Shares

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 same 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.

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 Redresal) 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.

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.

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.

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.

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.

SUSPENSION OF TRADING

During the year under review and until the date of the Report, the following securities of your company
were suspended from trading for the reasons mentioned as under:

1. Suspended due to nonpayment of ALF.

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.

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.

Secretarial Standards:-

The Company complies with all applicable secretarial standards.

Reclassification of Promoters/Promoters Group subject to approval of BSE/NSE and Annual
General Meeting:-

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 appears:

On the basis of the requests received by the Company and pursuant to the provisions of Regulation 31A
(3) (b) of the SEBI Listing Regulations, the aforesaid shareholders seeking re-classification have
confirmed that they along with persons related to them together.

The said requests for reclassification were considered and analyzed by the Board of Directors at its
meeting held on 12 th August, 2025, which require members' approval by way of Ordinary Resolution,
approval from BSE Limited/or such other approval, if any as may be required. After receipt of the
necessary approvals and re-classification, the Promoters & Promoter Group shareholding in the
Company would be 39.43% of the total Equity Paid up Share Capital of the Company.

Write off the Bad Debts:-

Pursuant to the recommendations of the Internal Auditor in its quarterly reports, it has been
observed that certain debtor balances have remained outstanding for a prolonged period without
any settlement or response from the respective parties, despite repeated follow-ups and formal
communications initiated by the Company.

In accordance with prudent accounting practices and the disclosure requirements under Schedule
III of the Companies Act, 2013, and considering the lack of recoverability, it is proposed to write off

these long-outstanding receivables from the books of accounts. This action is being undertaken in
consultation with the Internal Auditor and is subject to approval by the Board.

A detailed list of such accounts, along with the nature and amount of each outstanding balance,
shall be presented for review and approval. The Company shall ensure appropriate disclosures in
the financial statements as per applicable accounting standards and regulatory guidelines.

Reasons for Impairment:

The receivables written off pertain to parties with whom the balances have remained outstanding
for a prolonged period exceeding 3 years or more. Despite multiple follow-ups and formal
communications, no response or settlement was received.

Based on the Internal Auditor's recommendation and management's assessment of recoverability,
these balances were deemed impaired due to:

1. Prolonged non-response from debtors

2. Lack of legal enforceability or cost-ineffectiveness of recovery

3. Absence of supporting documentation or confirmation from the parties
Accordingly, these receivables were considered doubtful and subsequently written off.

Accounting policy for bad debts:

The Company follows a conservative and prudent approach in recognizing impairment of trade
receivables.

4. At each reporting date, receivables are assessed for indicators of impairment based on
ageing, payment history, and communication status.

5. Provision for doubtful debts is created where recovery is uncertain, and write-off is
effected when recovery is considered remote or legally unviable.

6. The policy is in line with Ind AS 109.

7. All write-offs are approved by the Board and disclosed in the financial statements with
appropriate notes.

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.

Acknowledgement:-

We thank our customs and bankers for their continued support during the year. We place on record our
appreciation of the contribution made by our employees at all levels. Our consistent growth was made
possible by their hard work, solidarity, cooperation and support. We also thank the Government of India
particularly the Ministry of Commerce, Ministry of Finance, Ministry of Corporate, Affairs, The Customs
and Excise Departments, The Income tax Department and other government agencies for their support,
and look forward to their continued support in the future. And we also thank for the value advice and
supported received from the other business Associates.

By the Order of the Board
For Bharatiya Global Infomedia Limited

Sd/-

Date: 05^th September, 2025 Rakesh Bhatia