BGIL Films & Technologies Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Mar 31, 2025

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)

Particulars	Financial year Ended March 31, 2025	Financial Year Ended March 31, 2024
Gross Income
Net Sales/Income from Operations	26.75	0
Other Income	795.50	19.16
Total Income	822.25	19.16
Less: Total Expenditure	814.68	111.53
Profit/Loss before Depreciation, Interest, Exceptional Items & Tax	7.57	(92.36)
Less: Interest	0. 00	0. 00
Depreciation	9.87	26.16
Profit/Loss Before Tax (PBT)	7.57	(90.30)
Less: Tax expenses including deferred tax	21.65	(23.85)
Exceptional Items/ Prior Period	0.00	2. 07
Profit after tax and extraordinary items for the Period	(16.84)	(66.44)
Other Comprehensive Income	-	-
Fair Value changes on Investment	(5.97)	4.22
Total Comprehensive Income for the Period	(22.80)	(62.23)
Earning per Equity Share	(0.20)	(0.55)

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:

Mr. Rohit Kaushik	Independent Director	Chairman
Mrs. Arti Bhatia	Executive Director	Member
Mr. Amit Lal Yogi	Independent Director	Member
Mr. Karn Rajhans	Independent Director	Member

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:

Mr. Rohit Kaushik	Independent Director	Chairman
Mr. Amit Lal Yogi	Independent Director	Member
Mr. Karn Rajhans	Independent Director	Member

c) STAKEHOLDER GRIEVANCE/RELATIONSHIP COMMITTEE:

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

Mr. Rohit Kaushik	Independent Director	Chairman
Mrs. Arti Bhatia	Executive Director	Member
Mr. Amit Lal Yogi	Independent Director	Member
Mr. Karn Rajhans	Independent Director	Member

d) NOMINATION AND REMUNERATION COMMITTEE:

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

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

e) WOMEN GRIEVANCE COMMITTEE

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

Mrs. Arti Bhatia	Executive Director	Chairperson
Mr. Rohit Kaushik	Independent Director	Member

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:

Particulars	31.03.2025	31.03.2024
Earning in Foreign Currency:	NIL	NIL
Expenditure in Foreign Currency:
Imports of Goods	NIL	NIL

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:

S.No.	Name of Shareholders	No of Equity Shares	Percentage of
		Held	shareholding / voting rights
1.	Mr. Gaurav Bhatia	2,40,000	2.12
2.	Mrs. Garima Bhatia	30,400	0.27

3.

Mr. Jitendra Kumar Bhatia

2,700

0.02

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/-

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Mar 31, 2014

The Members,

The Directors submit Annual Report of BGIL Films & Technologies Limited (the Company) with the Audited Financial Statements for the financial year ended March 31st, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars Financial Year Ended Financial Year Ended March 31, 2014 March 31, 2013

Gross Income

Information Technologies/services 1325.88 1241.00

Media 162.16 177.40

Other Income 6.45 6.71

Increase/ Decrease in Stock 36.36 12.11

TOTAL INCOME 1530.85 1437.22

Less:

TOTAL EXPENDITURE 1435.67 1327.72

Profit before depreciation, Interest & Tax 95.18 109.50

Less: Interest 0.62 1.48

Depreciation 92.89 92.28

Profit Before Tax (PBT) 1.66 15.74

Tax expenses including deffered tax (12.23) 18.92

Profit after Tax and Extraordinary items 14.68 (3.18)

Balance brought forward from previous Year 320.16 323.33

Balance carried forward 334.84 320.15

TRANSFER TO RESERVES

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

DIVIDEND

As the distributable profits are insufficient; therefore, it is recommended to plough back the same for the future growth of the company.

Company''s Performance

For the financial year 2013-14 ended March 31, 2014, revenue from operations was Rs.1488.04 lacs, out of which revenue from Information Technologies sector at Rs. 1325.88 6.84 % over last year (Rs.1241.00 Lacs in 2012-13). Earnings before interest, tax, depreciation and amortization (EBITDA) at Rs. 95.18 Lacs (Rs.109.50 Lacs). The management of your Company tries its best to get leading position in Media & Entertainment Industry. Some critical conditions running in Worldwide economy and Indian economy also faced many undesirable conditions by which the wheels of progress of Industries in India, not gone in right path but the Management of your Company which is very skillful and have deep knowledge in the field of media, tried hard to get fine results for the Accounting Year 2013-14.

SHARE CAPITAL

There has been no change in the Share Capital of the Company. PUBLIC DEPOSITS

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

DIRECTORS

Induction

Mrs. Jaya Misra who was earlier appointed on 12th August 2013 as whole time Director of the Company by the shareholders, after that she was resigned from the office of whole time Director dated 12th November, 2013. Further on August 14, 2014, the Board appointed Mrs. Jaya Misra as an Additional director on the Board and further she is elevated as Whole time Director w.e.f. 29th August, 2014 of the Company for the period of five years, subject to the Shareholders approval in the ensuing Annual General Meeting.

Re-appointment

As per the provisions of Companies Act, 2013, Mr. Rakesh Bhhatia will retire in the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors recommend their re- appointment.

A brief resume of the Directors appointed/ retire at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of Companies in which they hold directorship and / or membership / chairmanships of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is given in the section of Corporate Governance forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement of section 217(2AA) of the Companies Act, 1956, and based on the representations received from the operating management, the directors hereby confirm that:

1. in preparation of the Annual Accounts, 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.

DISCLOSURES UNDER SECTION 217(1)(D) 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.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 and the Rules made there under, as amended.

AUDITORS

The auditors, SNMG & Co., Chartered Accountants (Firm Registration No.004921N), retire at the ensuing AGM and have confirmed their eligibility and willingness to accept office as Statutory Auditors of the Company, if re-appointed.

ADOPTION OF NEW SET OF ARTICLES

Your Directors considered that the existing Articles of Association of the Company do not cover latest amendments and it is proposed to amend the existing Articles of Association by adopting a new set of Articles of Association in the place of the existing Articles of Association of the Company.

New set of Articles were approved by the Board under section 14 of the Companies Act, 2013, in their meeting held on 29th August, 2014, subject to the adoption of the Shareholders in the ensuing Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

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

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated by Clause 49 of the Listing Agreement along with a certificate of compliance from Practicing Company Secretary, is included as part of the Annual Report.

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has implemented a Code of Conduct for all its Board Members and senior management of the Company who have affirmed compliance thereto. The said Code of Conduct has also been posted on the Company''s website.

Management Discussion & Analysis

There is a separate section on Management Discussion & Analysis Appended as Annexure "A" to this report , which includes the following:

- Industry Structure And Developments

- Discussion on financial Performance with respect to operational performance

- Segment wise performance

- Human Resources and Industrial Relations

- Opportunities And Threats

- Internal Control Systems and their adequacy

- Risks And Concerns

- Outlook

ACKNOWLEDGEMENT

Your Directors thank the 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 order of the Board of Directors For BGIL Films & Technologies Limited

Sd/-

Place : New Delhi Rakesh Bhhatia

Date : August 29, 2014 Chairman

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Mar 31, 2013

To The Members,

The Directors are pleased to present the 24th Annual Report of your Company together with the Audited Statement of Accounts and the Auditors'' Report thereon for the financial year ended, 31st March, 2013. The summarized financial results for the year ended 31st March, 2013 are as under:

FINANCIAL RESULTS (Rs. In Lacs)

Particulars Financial Year Ended Financial Year Ended March 31, 2013 March 31, 2012

Gross Income

Information Technologies/ services 1241.00 2146.76

Media 177.40 106.13

Other Income 6.71 5.76

Increase/ Decrease in Stock 12.11 4.06

TOTAL INCOME 1437.22 2262.74

LESS: Expenditure 1327.72 2149.07

Profit before depreciation, Interest & Tax 109.50 113.67

Less: Interest 1.48 0.18

Depreciation 92.28 81.27

Profit Before Tax 15.74 32.22

Tax expenses including deffered tax 18.92 28.69

Profit after Tax and Extraordinary items (3.18) 9.68

Balance brought forward from previous Year 323.33 313.64

Balance carried forward 320.15 323.33



RESULTS OF OPERATIONS

For the financial year 2012-13, revenue from operations was Rs.1418.40 lacs, out of which income from media segment at Rs. 177.40 lacs was higher by 67.15% over last year (Rs. 106.13 lacs in 2011-2012). Earnings before interest, tax, depreciation and amortization (EBITDA) at Rs. 109.50 lacs (Rs. 113.67 lacs in 2011-2012).

TRANSFER TO RESERVES

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

DIVIDEND

As the distributable profits are insufficient; therefore, it is recommended to plough back the same for the future growth of the company.

BUSINESS OVERVIEW

COMPANY''S PERFORMANCE

In the financial year 2012-13, revenue from operations was Rs. 1418.40 lacs, out of which income from media segment at Rs. 177.40 lacs, was higher by 67.15% over last year (Rs. 106.13 lacs in 2011-2012).

During the year, the Company was mainly involved in conceiving a long-term growth path by focussing on R&D and other activities for value addition and image building to sustain in the competitive market, therefore, this current year was totally dedicated and focused for completing the pending projects and also to grab the emerging opportunities already available in the market. The management feels that your company is in right direction to achieve the aforesaid well thought goals. Based on aforesaid contents the Company has, during the year finalized projects having potential for the growth which includes ''bgilnext.com'', a web based portal for the critical needs of Bollywood and other entertainment segments which is in the last phase of launch. Further Company has finalized a few scripts around characters mainly from Historical, Mythological and Political from the year1450-1950 and also plans to launch new serials/Reality shows on various TV channels.

SHARE CAPITAL

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

PUBLIC DEPOSITS

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

DIRECTORS

During the year Mrs. Jaya Misra who was inducted as an additional director w.e.f 11th February, 2013, appointed as Wholetime Director of the Company w.e.f 12th August, 2013 to 11th August, 2016, subject to the Shareholders approval in the ensuing Annual General Meeting.

Mr. Vimal Kr. Srivastava, who was appointed as Wholetime Director of the Company w.e.f 7th November, 2012 has resigned from the Wholetime Directorship of the Company w.e.f .12st August, 2013. The Board places on record its gratitude for the services rendered by Mr. Vimal Kr. Srivastava during his tenure as Wholetime Director.

Further Mr. Vimal Kr. Srivastava, Director of the Company, retires by rotation being eligible for re-appointment at the ensuing Annual General Meeting.

During the year, Mr. Rakesh Bhhatia, Chairman cum Managing Director, has resigned from the Managing Directorship w.e.f 12th August, 2013, though he will continue to serve the Board as Director of the Company. Further the Board of Directors reconfirmed him as the Chairman of the Board.

Mr. Harjit Singh Anand was appointed as independent additional directors of the Company w.e.f. 12th August, 2013.

Mr. Rajiv Kumar, Director of the Company retire by rotation and being eligible offer for re-appointment at the ensuing Annual General Meeting.

A brief resume of the Directors retiring by rotation at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of Companies in which they hold directorship and/or membership / chairmanships of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is given in the section of Corporate Governance forming part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Board of Directors of the Company confirms that- 1. In preparation of the Annual Accounts, the applicable accounting standards have been followed.

2. The Directors had selected such Accounting Policies and applied them consistently and made judgements 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.

DISCLOSURES UNDER SECTION 217(1)(D) OF THE COMPANIES ACT, 1956

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.

PARTICULARS OF EMPLOYEES

There is no employee in the Company whose particulars are required to be given under section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, as amended.

AUDITORS

M/s Sunil K Chaudhary & Co., Chartered Accountants, (Firm Registration No.021281N) who was the present Statutory Auditor of the Company has expressed their inability to continue as the Statutory Auditors of the Company.

The appointment of new Statutory Auditor in place of the present Auditors requires the approval of the members pursuant to section 224 of the Companies Act, 1956.

The Board of Directors of the Company recommends for the approval by the Members, the resolution for appointment of M/s SNMG & Co., Chartered Accountants (Firm Registration No.004921N) as Statutory Auditors of the Company until the conclusion of the next Annual General Meeting.

The Company has received letters from M/s SNMG & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Your Board has duly examined the Report issued by the Statutory Auditors'' of the Company on the Accounts for the Financial year ended March 31, 2013. The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

ADOPTION OF NEW SET OF ARTICLES

Your Directors considered that the existing Articles of Association of the Company do not cover latest amendments and it is proposed to amend the existing Articles of Association by adopting a new set of Articles of Association in the place of the existing Articles of Association of the Company.

New set of Articles were approved by the Board in their meeting held on 12th August, 2013, subject to the adoption of the Shareholders in the ensuing Annual General Meeting.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

No particulars are therefore furnished in this report in relation to the conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated by Clause 49 of the Listing Agreement along with a certificate of compliance from Practising Company Secretary, is included as part of the Annual Report.

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has implemented a Code of Conduct for all its Board Members and senior management of the Company who have affirmed compliance thereto. The said Code of Conduct has also been posted on the Company''s website.

APPRECIATION

The Directors place on record their sincere appreciation of the customers, Government of India and of other countries, Registrar and Share Transfer Agents, vendors, bankers and Technology Partners for the support extended. 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 wish to thank the investors and shareholders for placing immense faith in them. The Directors seek, and look forward to the same support during the future years of growth.

By order of the Board of Directors

For BGIL Films & Technologies Limited

Place: New Delhi Sd/-

Date: August 12, 2013 Rakesh Bhhatia

(Chairman)

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Mar 31, 2012

The Directors present the 23rd Annual Report and the audited accounts of the Company for the financial year ("FY") ended March 31, 2012.

Financial Results

The performance of the Company for the financial year ended March 31, 2012 is summarized below:

(Rs. In lacs)

Particulars Financial Year Financial Year ended March ended March 31,2012 31,2011

Gross Income

Information Technologies/services 2146.79 1954.01

Media 106.13 580.30

Other Income 5.75 22.88

TOTAL INCOME 2262.74 2557.20

Less: Expenditure 2149.07 2431.80

Profit before depreciation, Interest & tax 113.67 125.40

Less: interest 0.18 0.26

Less: depreciation 81.27 69.00

Profit before tax 32.22 56.14

Tax expenses including deffered tax 28.69 1.74

Profit after Tax and Extraordinary items 9.68 54.39

Balance brought forward From previous year 313.64 259.24

Balance carried forward 323.33 313.64

Financial Performance

During the year under review, your Company has earned income of Rs. 2262.75 Lacs against Rs. 2557.20 Lacs in the previous year. The profit before tax of the Company was Rs. 32.22 Lacs compared to Rs. 56.14 Lacs in previous year.

Dividend

Your Directors have not recommended any dividend on equity shares for the year under review.

AMALGAMATION WITH GROUP COMPANY

During the year under review, the Hon'ble High court of Delhi vide its order dated October 24, 2011, approved the Scheme of Amalgamation between "Kriti Communications Private Limited and " BGIL Films & Technologies Limited" .

CHANGE IN CAPITAL STRUCTURE

The Company's Shares are listed on the Bombay Stock Exchange (BSE) and are actively traded.

During the year under review, the authorized share capital has increased from Rs. 675.70 lakhs to 1167.78 lakhs and paid up share capital of the company has increased from Rs. 640.68 lakhs to 1132.76 lakhs, due to allotment of 49,20,800 new equity shares to the shareholder's of Kriti Communication Private Limited (Transferor Company) pursuant to the Scheme of Amalgamation approved by the Hon'ble High Court of Delhi vide its order dated 24th October, 2011.

Public Deposits

The Company has not accepted any deposits from the Public during the period under review. Listing of New Equity Shares

During the year under review New Equity shares, issued pursuant to the Scheme of Amalgamation got listed on Bombay Stock Exchange Limited (BSE).

Change of Regional Office, Registered Office and Corporate office of the Company

During the year under review the registered office of the Company has shifted from 623, 6th Floor Devika Tower, 6, Nehru Place, New Delhi-110019 to B-13 LGF, Amar Colony, Lajpat Nagar-IV, New Delhi-110024.

The Corporate Office of the Company has shifted from B-60, Sector-57, Noida -201301, U.P to B- 66, Sector-60 Noida-201301, U.P.

The Regional Office of the Company has shifted from Heritage Plaza, 8th Floor, 801-804, Above Dena Bank, Indian Oil Nagar, JP Road, Andheri (W), Mumbai-400053 to B-504, Morya House, New Link Road, Behind Crystal Plaza, Oshiwara Andheri (W), Mumbai-400053.

Information on Status of Company's Affairs

Information on operational and financial performance etc. is provided in the Management Discussion and Analysis Report, which is annexed to the Directors' Report and has been prepared in compliance with the terms of Clause 49 of the Listing Agreement with Indian Stock Exchanges.

Directors'

In terms of the provisions of the Companies Act, 1956, Shri Sanjay Kapoor, Director of the Company, retires by rotation may not opt to be re-appointed as a Director of the Company and the vacancy, so caused on the Board of the Company, may not filled up.

Shri Ashok Kumar Juneja, Director of the Company retires by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting.

A brief resume of the Director retiring by rotation at the ensuing Annual General Meeting, nature of their expertise in specific functional areas and names of Companies in which they hold directorship and / or membership / chairmanships of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges in India, is given in the section of Corporate Governance forming part of this Annual Report.

Auditors and Auditors' Report

M/s SNMG & Co., Chartered Accountants (Firm Registration No.004921N) who was the present Statutory Auditor of the Company has expressed their inability to continue as the Statutory Auditors of the Company.

The appointment of new Statutory Auditor in place of the present Auditors requires the approval of the members pursuant to section 224 of the Companies Act, 1956.

The Board of Directors of the Company recommends for the approval by the Members, the resolution for appointment of M/s Sunil K Chaudhary & Co., Chartered Accountants, (Firm Registration No.021281N) as Statutory Auditors of the Company until the conclusion of the next Annual General Meeting.

The Company has received letters from M/s. Sunil K Chaudhary & Co, Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

Your Board has duly examined the Report issued by the Statutory Auditors' of the Company on the Accounts for the Financial year ended March 31, 2012. The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Particular of Employees

There is no employee whose particulars are required to be given in the terms of provision of Section 217(2AA) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

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

No particulars are therefore furnished in this report in relation to the conservation of energy and technology absorption as required under Section 217(1)(e) of the Companies Act, 1956.

FOREIGN EXCHANGE EARNING AND OUTGO

There is no Foreign Exchange Earnings & Foreign Exchange Outflow during the year.

CORPORATE GOVERNANCE

A Report on Corporate Governance as stipulated by Clause 49 of the Listing Agreement along with a certificate of compliance from Practising Company Secretary, is included as part of the Annual Report.

The Company has complied with the mandatory provisions of Corporate Governance as prescribed in Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has implemented a Code of Conduct for all its Board Members and senior management of the Company who have affirmed compliance thereto. The said Code of Conduct has also been posted on the Company's website.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956

The Board of Directors hereby confirms that:

i. In the preparation of the Annual Accounts for the financial year ended March 31, 2012, the applicable accounting standards have been followed along with proper explanations relating to material departures;

ii. Your Directors had selected such accounting policies, which are in the best interest of the company and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the Company as at March 31, 2012 and of the profit of the company for the financial year under review.

iii. Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

iv. Your Directors had prepared the accounts for financial year ended March 31, 2012 on a going concern basis.

APPRECIATION

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business associates and constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year.

For and on behalf of the Board of Directors

Sd/-

Rakesh Bhhatia

Chairman & Managing Director

Place: New Delhi

Dated: 29th August, 2012

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Mar 31, 2011

To the Members,

The Directors have pleasure in presenting the Twenty Second Annual Report of BGIL Films & Technologies Limited together with the Audited Statement of Accounts of the Company for the Year ended on 31st March 2011.

FINANCIAL RESULTS

The financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary.

Period Ended Period Ended PARTICULARS 31st March, 2011 31st March, 2010 (Rs. in Lacs) (Rs. in Lacs)

Income from operations 2551.74 2653.84

Other Income 5.46 5.18

Total Income 2557.20 2659.02

Total Expenditure 2431.79 2512.20

Profit Before Interest 125.39 146.82 Depreciation & Tax

Less: Interest 0.26 0.31

Less: Depreciation 69.00 62.42

Profit before tax 56.13 84.09

Less: Provision for taxation 17.06 15.81

Less: Deferred Tax (15.32) 13.05

Profit after tax 54.39 55.22

Amount available for Appropriation 313.65 259.25

Balance carried to Balance Sheet 313.65 259.25

Paid up Equity Share Capital 640.68 640.68

Reserve & Surplus 903.37 848.97

FINANCIAL YEAR

The Accounting Year under review is for the period ended 31st March, 2011.

RESULTS OF OPERATIONS

The total revenues for the current year is Rs. 2557.20 lacs. The operating profit earned during the year is Rs. 125.39 Lacs and Profit after tax is Rs. 54.39 Lacs against Rs. 55.22 lacs as compared to last year.

The Company's operations have been discussed in the Management Analysis & Discussion Report in details.

SHARE CAPITAL

There has been no change in the Authorised and paid up Share Capital of the Company during the period.

PUBLIC DEPOSITS

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

DIRECTORS

During the year, under review, tenure of Mr. Rakesh Bhhatia, as a Managing Director of the Company, has expired and being eligible offer himself for re-appointment.

In terms of the Mr. Sanjay Kapoor, Director retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

Mr. Rajiv Kumar, Additional Director of the Company be regularized at the ensuing Annual General Meeting of the Com- pany, subject to the confirmation by the Shareholders of the Company.

AUDITOR & AUDITORS REPORT

The auditors, M/s SNMG & Co., Chartered Accountants (Firm Registration No. 004921N), retire at the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept office, if re-appointed. The observations and comments given by the Auditors in this report read together with notes to Accounts are self explana- tory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIVIDEND

Since your Company needs to converse capital at this stage keeping in view its expansion plans, the Board of Directors have decided to plough back the profits achieved in the year under review, into the operations of the Company. Therefore, no dividend is recommended for the year ended March 31st, 2011.

LISTING OF SHARES

At present the Equity Shares of the Company are listed at Bombay Stock Exchange only and further details is mentioned in corporate governance section in Annual Report.

INITIAL PUBLIC OFFERING (IPO) OF BHARATIYA GLOBAL INFOMEDIA LIMITED, A GROUP COMPANY During the year, under review, Bharatiya Global Infomedia Ltd, a group company of BGIL Films & Technologies Limited, has entered in the capital market with an IPO of 6,720,000 Equity Shares of Rs 10 each. Issue gets good response from the Investors and got subscribed 2.06 times on an overall basis.

MERGER WITH KRITI COMMUNICATIONS PRIVATE LIMITED

Merger with Kirti Communication is going on and the most of the clearance has already been taken from Regulatory Authorities .

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given in the terms of provisions of Section 217 (2AA) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975.

TECHNOLOGY ABSORPTION, ADAPTATION AND THE INNOVATION

Your Company an Infotainment Company with its core operation being related technologies into Media & Films does not involve in any manufacturing activity, hence the provisions of the Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of directors) Rules 1988, is not applicable.

FOREIGN EXCAHNGE EARNINGS & OUTGO

There is no Foreign Exchange Earnings & Foreign Exchange Outflow during the year.

COMPANY SECRETARY

During the year, Ms. Sonia Singh has resigned from the post of Company Secretary and in her place Ms. Renu Kamra has appointed as the Company Secretary of the Company w.e.f. 01.04.2011.

CORPORATE GOVERNANCE

The Company is proactively following the principles & practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agree- ments of the Stock Exchanges are complied with.

A separate statement on Corporate Governance is produced as a part of the Annual Report with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of the Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT 1956:

The Board of Directors hereby confirms that:

1. In the preparation of the Annual Accounts all the applicable accounting standards has been followed along with proper explanations relating to material departures.

2. Your Directors have selected such accounting policies, which are in the best interest of the company and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company and of the profit of the company for the financial year 2010-2011.

3. Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2011 in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. Your Directors have prepared the Annual Accounts for the year 2010-2011 on the going concern basis.

ACKNOWLEDGEMENT

Yours directors wish to express their thanks for the cooperation, support and encouragement received from customers, vendors, bankers, Government and statutory authorities and last but not the least to our shareholders. Your directors also wish to place on record their grateful appreciation to the employees of the company who contributed significantly in achieving results and hope that they would continue their sincere and dedicated endeavour towards attain- ment of better results in years to come.

By the Order of the Board For BGIL Films & Technologies Limited

Sd/- Rakesh Bhhatia Chairman Cum Managing Director

Place : New Delhi Date : 01st September, 2011

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Mar 31, 2010

The directors take pleasure in presenting the Twenty First Annual Report and Audited Statement of Accounts of the Company for the Financial Year ended on 31st March 2010.

FINANCIAL RESULTS

The financial results of the Company for the period under review are summarized below. The previous figures in the financial statements have been regrouped, wherever necessary.

Period Ended Period Ended PARTICULARS 31st March, 2010 31st March, 2009 (Rs. in Lacs) (Rs. in Lacs)

Income from operations 2,653.84 2614.7

Other Income 5.18 5.66

Total Income 2,659.02 2620.37

Total Expenditure 2,512.20 2381.97

Profit Before Interest Depreciation & Tax 146.82 238.4

Less: Interest 0.31 0.68

Less: Depreciation 62.42 42.49

Profit before tax 84.09 195.23

Less: Provision for taxation 15.81 39.88

Less: Deferred Tax 13.05 31.12

Profit after tax 55.22 124.22

Amount available for Appropriation 259.25 204.02

Balance carried to Balance Sheet 259.25 204.02

Paid up Equity Share Capital 640.68 640.68

Reserve & Surplus 848.97 793.75

FINANCIAL YEAR

The Accounting Year under review is for the period ended 31st March, 2010.

COMPANYS PERFORMANCE

The total revenues increased to Rs. 2659.02 Lacs from Rs. 2620.37 Lacs in the previous year. The operating profit earned during the year is Rs. 146.82 Lacs and Profit after tax is Rs. 55.22 Lacs against Rs. 124.22 Lacs as compared to last year. The Companys operations have been discussed in the Management Analysis & Discussion Report in details.

SHARE CAPITAL

There has been no change in the Authorised and paid up Share Capital of the Company during the period.

PUBLIC DEPOSITS

The company has not accepted any deposits from the public during the period under reference.

DIRECTORS

During the year, under review there is no change in the compostion of the Board of Directors of the Company.

AUDITORS REPORT

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

AUDITORS

M/s SNMG & Co., Chartered Accountants, New Delhi, retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment as the Auditors of the Company. The Company received confirmation that their appointment, if made, would be within the limits prescribed under Sec. 224(1 B) of the Companies Act, 1956.

DIVIDEND

As the Company has recently entered into new activities & there are requirements of funds so that no dividend has been proposed.

LISTING OF SHARES

At present the Equity Shares of the Company are listed at Bombay Stock Exchange Limited only.

PARTICULARS OF EMPLOYEES

There is no employee whose particulars are required to be given in the terms of provisions of Section 217 (2AA) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

TECHNOLOGY, ABSORPTION, ADAPTATION AND THE INNOVATION

Since the company does not own any manufacturing facility, the provision of Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are not applicable.

FOREIGN EXCAHNGE EARNINGS & OUTGO

There is no Foreign Exchange Earnings & Foreign Exchange Outflow during the year.

COMPANY SECRETARY

During the year, Ms. Sonia Singh is appointed as the Company Secretary of the Company.

CORPORATE GOVERNANCE

The Company is proactively following the principles & practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements of the Stock Exchange(s) are complied with.

A separate statement on Corporate Governance is produced as a part of the Annual Report with a Certificate from the Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement of the Stock Exchange(s).

DIRECTORS RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217(2AA) OF THE COMPANIES ACT, 1956:

The Board of Directors hereby confirms that:

1. In the preparation of the Annual Accounts all the Applicable Accounting Standards has been followed along with proper explanations relating to material departures.

2. Your Directors have selected such accounting policies, which are in the best interest of the company and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of state of affairs of the company and of the profit or loss of the company for the Financial Year 2009-2010.

3. Your Directors had taken proper and sufficient care for the maintenance of adequate accounting records for the year ended 31st March 2010 in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. Your Directors have prepared the Annual Accounts for the year 2009-2010 on the going concern basis.

ACKNOWLEDGEMENT

The Directors wish to place on record their appreciation for the wholehearted cooperation received from the Shareholders, Clients, Dealers, Bankers, Agencies and for the value advice and support received from other Business Associates and expects the same in future as well for sustaining the results achieved in the past

The Directors also wish to thank to all the employees at all the levels of their services.

By the Order of the Board For BGIL Films & Technologies Limited

Sd/- Place: New Delhi Rakesh Bhhatia

Date : 03rd September, 2010 Chairman Cum Managing Director