The Directors are happy in presenting the Twenty Ninth Director's Report together with the audited Standalone & Consolidated financial Statements for the year ended 31^st March, 2023.

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, 2023, Total Consolidated Revenue for the fiscal year 2022-23 was Rs. 227.37 Lakhs and Earnings before depreciation, Interest and tax are Rs. (94.96) Lakhs and loss after tax and extraordinary item is Rs. 271.72 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 31.03.2023 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.

NOTE FOR BHARTIYA GLOBAL INFOMEDIA LTD.

1. SEBI vide common Show Cause Notice dated 06.05.2013 called upon 1. Bhartiya Global Info Media Ltd., 2. Shri Rakesh Bhatia, 3. Shri Sanjeev Kumar Mittal and 4. Shri Rajeev Kumar Agarwal to offer their reply to show Cause Notice for following allegations:

a. Wrong / inadequate disclosures with respect to utilization of IPO proceeds as stated in RHP & prospectus.

b. Non-disclosures of source of funds already deployed and to be repaid from the IPO proceeds.

c. Investments done in contradiction with RHP/prospectus.

d. Non-disclosure of related party transaction.

e. Diversion of IPO proceeds to promoters and promoter related entities.

f. Funding certain clients out of the IPO proceeds who had in turn, indulged in creation of false and misleading appearance of trading in the securities market, by creating artificial volumes in the scrip of BGIL on the listing day by indulging in

structured/synchronized/reversal and circular trades and giving exit to certain allottees and other entities.

g. Wrong certification by audit committee.

1. BGIL and other noticees submitted their reply and the adjudicating officer adjudicated the matter and came to a conclusion that the notices have violated the provisions of section 12A (a), (b) and (c) of the SEBI Act read with Regulation 3(a), (b), (c), (d), 4(1), 4(2) (a) (d) (e) (f) and (k) of the PFUTP Regulations and Regulations, thus liable for monetary penalties as described under the section 15HA of the and 57(1), 60(4)(a), 60(7)(a), and clause 2 (VII) (G), 2 (VIII)(B)(5)(b) and (6), 2 (IV)(H)(18), 2(VIU)(B)(5)(a) and 6(a) and 2(XVI)(B)(2) of Part A of Schedule VIII read with regulation 57(2)(a)(II) of the ICDR Regulations, thus, Liable for Penalty as prescribed under section 15HB of SEBI Act.

2. As per the final conclusion of the adjudicating authority based on the material available on record, the adjudicating authority observed that under "it is difficult to quantify any gain or unfair advantage accrued to the noticees. However, I observe that the company by making wrong and misleading disclosures and non-disclosure with respect to ICDs, purchase of property and payment towards the same to the tune of Rs.2.5 Crores, related party transactions, repayment through IPO, proceeds to the tune of Rs.15 Crores, payments made to the Venders, etc. In the RHP/Prospectus has defrauded the investors at large and ultimately would have affected the investment decisions of the prospective investors at large. Further the fact that the company had transferred monies from the IPO proceeds to the tune of Rs.10.53 Crores to the 22 entities including two groups viz. GRD group and CORP group (which was only towards compensating the loss incurred by these related/connected group entities, while trading in manipulative and fraudulent manner in the scrip of BGIL, on the listing day of the IPO) is nothing, but a loss to the shareholders. Such practices employed by the company and its directors are serious in nature, thus attract and deserve considerable penalties.

3. Accordingly, the adjudicating officer imposed following penalties on the notices:

4. It appears from the aforesaid observations and imposition of the penalties that the adjudicating officer has completely ignored the reply and the submissions made by the noticees.

5. As far as the allegation of funding, to the 22 entities including GRD group and CORPgroup towards compensating, the loss incurred by them while trading in a manipulative and fraudulent manner in the prescription of BGIL is concerned, the concerned adjudicating officer who had been adjudicating the matter of 22 entities vide his order dated 14 February 2022 has held that there was no funding / payment done by BGIL company to 22 entities for compensating the alleged losses incurred by them while trading in the BGIL scrip. The adjudicating officer who adjudicated the matter has found no transaction of BGIL and 22 entities erroneous as alleged in the show cause notice issued by SEBI to BGIL and other noticees.

6. It is a matter of record that Sebi has not challenged the observations and findings of Mr Jeevan Sonparote, who adjudicated the matter concerning 22 entities including GRD group and CORP group for the allegations of BGIL paying them to compensate their losses. In view of SEBI not challenging the order of Mr Jeevan Sonparote, the observations and findings recorded by Mr Jeevan Sonparote are final.

7. In view of the above, the allegations of miss utilization of Rs.10.53 Crores out of the IPO proceeds for making payment to 22 entities including GRD group and CORP group to compensate their alleged losses is proved to be otherwise and turns to be a baseless allegation.

8. In view of the SEBI itself ruling out the payment of Rs.10.53 Crores out of the IPO Proceeds to GRD Group and CORP group for alleged manipulative trading in BGIL Scrip, the allegations of PFUTP regulations violations are also stood negated by SEBI itself and hence SEBI can not impose any penalty for alleged violations of PFUTP Regulations.

9. Section 15 HA of SEBI Act prescribes penalty to be imposed on a person who has engaged himself in a unfair trade practices relating to securities. However in the present matter in view of the order passed by Ld. A O Shri Jeevan Sonparote in the matter of GRD Group and CORP group, the allegations of PFUTP regulations violations are negated by SEBI itself and hence SEBI can not impose any penalty upon the Noticees under section 15 HA of SEBI Act.

10. The Ld. AO in the present matter has failed to specify as to for which alleged offence he could not find any specific provisions for imposing penalty and hence on this count he could not have any penalty under section 15 HB of the SEBI Act.

11. It is evident from the order para 69 of the order passed by Ld. AO that he could not quantify the gain or unfair advantages accrued to the Notices and hence there was no basis for computation of the penalty to be imposed on the Notices.

12. In view of the aforesaid facts and circumstances, the penalties imposed on the BGIL and other notices needs to withdrawn.

REMUNERATION TO DIRECTORS: -

The board of Directors has passed a 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.

GST/INCOME- TAX RELATED MATTERS: -

During the period, 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, 2023.

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.

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 20202021. The report of the Secretarial Auditor is attached as Annexure-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 DIRECTORS: -

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 SAMPRK Associates, Chartered Accountants, (Firm Registration No. 013022N) New Delhi, were being re-appointed as Statutory Auditors of the Company conclusion of this Annual General Meeting (AGM) to the conclusion of next Twenty-eighth 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:

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.

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.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORK PLACE (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.

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 NonExecutive 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: -

Mr. Ashok Kumar Juneja has resigned as No -Executive Non-Independent Director of the Company on 28^th June, 2023, 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).

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.

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

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 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.

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:

• 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.

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.