B A G Films & Media Ltd Management Discussions

A. INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian media and entertainment industry witnessed dynamic changes and significant growth during the fiscal year 2022-2023. This report presents an in-depth analysis of the industrys performance across various segments and explores the factors contributing to its evolution. The media landscape continued to evolve in response to changing consumer preferences and technological advancements, while industry players navigated through regulatory shifts and economic fluctuations.

The Indian economy showed signs of recovery during the reporting period, with GDP growth contributing to increased consumer spending on media and entertainment. The lingering effects of the COVID-19 pandemic continued to influence media consumption patterns, prompting a greater reliance on digital platforms for content consumption.

Digital advertising expenditure witnessed substantial growth, with brands allocating larger budgets for online campaigns. Social media remained a dominant platform for advertising, and influencer marketing gained momentum. Streaming platforms continued to invest in original content production, further reshaping the entertainment landscape

The film industry experienced a mixed bag of successes and challenges, with a notable surge in box office revenue driven by a few blockbuster releases. However, the emergence of streaming platforms as a major source of entertainment posed competition to traditional cinema. Television content consumption witnessed a shift toward digital platforms, with streaming services gaining a larger market share.

The integration of emerging technologies like VR and AR enhanced user engagement and immersion. Block chain technology gained attention for content verification and rights management, while AI-powered content recommendations personalized the user experience, leading to higher viewer retention rates.

The Indian media and entertainment industry (M&E) during 2022-2023 witnessed transformative changes driven by technological advancements, changing consumer behaviors, and regulatory shifts. While challenges remain, the sectors ability to adapt and innovate positions it well for continued growth in the future. Industry players are poised to leverage opportunities and address challenges to foster a dynamic and resilient ecosystem

The Indian M&E sector continued its strong growth trajectory. It grew by INR348 billion (19.9%) to reach INR2.1 trillion (US$26.2 billion), 10% above its prepandemic 2019 levels. While television remained the largest segment, digital media cemented its position as a strong number two segment, followed by a resurgent print.

The filmed entertainment segment recovered as theatrical releases doubled, and reclaimed the fourth position overtaking online gaming. The share of traditional media (television, print, filmed entertainment, OOH, music, radio) stood at 58% of M&E sector revenues in 2022, down from 71% in 2019.

We expect the M&E sector to grow 11.5% in 2023 to reach INR2.34 trillion (US$29.2 billion), then grow at a CAGR of 10% to reach INR2.83 trillion (US$35.4 billion) by 2025.

Digital media grew the most at INR132 billion and consequently, increased its contribution to the M&E sector from 16% in 2019 to 27% in 2022. If one were to include data charges associated with digital consumption in sizing, its share would stand at 50% of the total M&E sector.

MEDIA GROWTH ESTIMATES*

Segment	2019	2020	2021	2022	2023E	CAGR 2022-25
Television	787	685	720	709	727	3.9 %
Print	296	190	227	250	262	3.7 %
Filmed Entertainment	191	72	93	172	194	9.8 %
Digital Media	308	326	439	571	671	14.7 %
Animation and VFX	95	53	83	107	133	21.1 %
Live events	83	27	32	73	95	22.2 %
Online gaming	65	79	101	135	167	19.5 %
Out of Home Media	39	16	20	37	41	12.8 %
Radio	31	14	16	21	22	7.5 %
Music	15	15	19	22	25	14.7 %
Total	1,910	1,477	1,750	2,098	2,339	10.5 %

All figures are gross of taxes (INR in billion) for calendar years : EY estimates

INDUSTRY SIZE AND PROJECTION

Television

Television advertising grew 2% in 2022, almost equalling its pre-COVID-19 levels Ad growth was driven by volume, which grew at 2% while rates remained constant on average. Subscription revenue continued to fall for the third year in a row. It experienced a de-growth of 3.8% compared to 2021 mainly due to a reduction of five million pay TV homes, with ARPU remaining relatively flat.

There were 120 million active pay TV homes and 45 million free TV homes. Time spent on linear television fell 7% in 2022 due to a fall in both Hindi and regional language viewership. Smart TV sets, however, increased to 25 million though only 8 to 10 million connected to the internet daily.

Number of television channels reduced marginally to 885 channels.

Total television screens (linear and bi-directional) are expected to reach 206 million by 2025 from 180 million today. However, the mix would be different. We estimate that growth of overall television households shall be driven by connected TVs which could cross 40 million by 2025 and free television which could cross 50 million. Pay TV households are expected to decline by two million in 2023, before falling slowly to 116 million households by 2025.

Subject to implementation of ad caps and regulatory restrictions on pricing, we expect pricing growth will be around half of inflation for subscription and inflationary for advertising, and hence television revenues will overall continue to grow to INR796 billion by 2025.

60% of channels were free-to-air as compared to 64% in 2020, reflecting the impact of the NTO, where many broadcasters converted FTA channels into pay News channels comprised 44% of total channels

Overall impressions dropped for the second year in a row with a 7% decline over 2021 levels. While Hindi-speaking markets (HSM) saw a 6% drop, south markets dropped by 10%. Viewership of HSM as well as south markets is at its lowest level since 2018, which appears to be driven by the following factors:

• Availability of high quality and niche content on OTT streaming platforms.

• Rising popularity of YouTube, which has around 475 million monthly users and provides a relatively free multi-lingual and individually curated Indian and global content palette, including certain content from Indian broadcasters and studios.

• Growth of social media and gaming, which both compete for free time of the consumer, have achieved a reach in excess of 400 million.

Digital Media

Digital advertising grew 30% to reach INR499 billion in 2022, almost half of total ad spends in 2022, Included in the above, approximately 600k to 800k SME and long tail advertisers spent INR180 billion on digital media, primarily on performance advertising on Google, Facebook, and e-commerce platforms, of the total, share of ad revenues generated by e-commerce platforms increased to over INR70 billion, crossing 14% of total digital advertising (12% in 2020).

Ad insertions increased 52% in 2022 vs. 2021 and there were over 360 categories which had higher insertions on digital than on print, television or radio, Telecom subscriptions remained stable at 1.17 billion in 2022. Internet penetration increased by 4% to 866 million subscriptions in December 2022.

With over 800 million broadband subscriptions, India has the second largest broadband subscriber base in the world, after China. Smartphone users reached 538 million in 2022. Growth has tapered down since mid-2021 since the average cost of buying a smartphone increased, resulting in just 35 million new smartphone additions during 2022. 32 million Indian households had a wired broadband connection.

On average, 25 million smart TVs connected to the internet each month. However not more than 8 to 10 million of them connected to the internet on a daily basis. At 4.9 hours per day, Indians came eighth in the world for the most amount of time spent on phone apps in 2022, a 32% growth since 2019.

Indians downloaded almost 28.9 billion apps in 2022, the second most in the world, at a growth of around 8% over 2021. In terms of revenue, India lagged many smaller markets and did not feature in the top 20 revenue generating markets in 2022. Average monthly mobile data usage per smartphone was 25GB per month in 2022, and this is set to increase at a CAGR of 14% to reach 54GB by 2028.

We estimate that the digital segment will grow to INR862 billion by 2025, at a 15% CAGR. Digital advertising will grow at a 15% CAGR; its share will increase from 48% of total advertising in 2022 to 50% by 2023, and further to 54% by 2025.

ChatGPT, Bard, etc., will affect news publishers revenues if they scale significantly to build first party data, we expect a higher focus on registrations, contests, and interactivity. Subscription revenues will grow at 11% CAGR to reach INR97 billion in 2025.

5G services were launched towards the end of 2022 in India on a trial basis, though price plans for the same have yet to be formally announced. Ericsson estimates around 31 million users have already upgraded their phones to start consuming the service till the end of 2022.

72% of telecom subscriptions used 4G technology and another 2% used 5G, while 26% of subscriptions were still using 2G or 3G technology in 2022. This is expected to change significantly by 2028, where 5G is estimated to become dominant and reach 53% of subscriptions, whereas 4G will still comprise 44% of subscriptions due to the conversion from feature phones to smartphones.

Advertisement

Indian advertising grew 19% and crossed INR1 trillion for the first time in 2022. Traditional media comprised 52% of total advertising and digital media the balance 48%. We estimate advertising to grow a further 12% in 2023. Traditional media generated 30% of the absolute advertising growth while digital media generated the balance 70%.

The segmental growth in advertising was:

• Digital - INR116 billion

• TV - INR5 billion

• Print - INR19 billion

• Radio, Cinema and OOH together - just INR25 billion

Advertising is expected to grow by 12% in 2023 to reach INR1.18 trillion. Till 2025, advertising is expected to grow at a healthy 11% CAGR, with digital media growing at 15% and traditional media growing at 6%.

Key factors which will drive growth include:

• Increase in consumption due to growth in Indias per capita income from US$2,500 in 2022 to around US$3,000 by 2025, and reduction of income inequalities due to direct subsidy transfers, employment guarantee schemes, investment in infrastructure.

• Rural growth and growing middle class will also be key factors, both of which are expected to revive in the second half of 2023.

Digital media comprised 32% of total ad spends in 2019, which increased to 48% in 2022. Digital advertising is expected to reach 54% in 2025. Digital ad numbers we have considered include the SME and long-tail digital advertising spends of INR180 billion in 2022, who spend on search, social and e-commerce platforms.

Marketers expect to increase their spends in digital at a hig her pace than traditional Growth bra nds and SMBs are opting for higher digital media in the mix on account of measurable ROI and the ability to reach the target audience at lower absolute investments, as compared to television and print.

Distribution

MSO registrations remained constant in 2022 at 1,747. The Indian market is serviced by four paid DTH providers and one free DTH provider as of December 2022. DTH platforms include Dish TV, Tata Play, Airtel DTH, Sun Direct and DD FreeDish. NXT Digital continues to operate the lone headend in the sky (HITS) service in India.

As of January 2023, DD FreeDish hosted 179 channels including 91 Doordarshan channels (including 51 educational channels launched during the pandemic) and 79 private channels. The FreeDish service also delivers All India Radios audio programming content of around 48 satellite radio channels.

The number of distribution platforms remained stable during 2020, 2021 & 2022

	December 2020	December 2021	December 2022
MSO	1702	1747	1747
DTH	5	5	5
HITS	1	1	1

MIB Website

The distribution of television content has been a critical factor in shaping the media landscape in India. Over the years, the industry has witnessed significant changes and developments in TV distribution methods, which have had a profound impact on both consumers and stakeholders.

Digital Streaming and Over-The-Top (OTT) Platforms: The rapid rise of digital streaming and OTT platforms has disrupted the traditional TV distribution model. These platforms provide viewers with on-demand access to a vast array of content, including movies, series, documentaries, and live events. The convenience of streaming on multiple devices and the availability of original and exclusive content have attracted a growing audience

As the Indian media and television sector continues to evolve, stakeholders must adapt to changing consumer behaviours and preferences. Understanding the dynamics of TV distribution and staying attuned to technological advancements will be crucial for remaining competitive and relevant in this dynamic industry.

Radio

Radio segment revenues grew 29% in 2022 to INR21 billion, but were still just 66% of 2019 revenues. India had 1,233 operational radio stations, including 366 community radio stations. Ad volumes increased by 25% in 2022 as compared to the previous year, though ad rates remained 20% below their 2019 levels.

Radio companies are focusing on integrated solutions, including content production, event IPs, social media, commissioned podcasts, audio stories, influencer marketing, etc., to their retail advertisers as a one-stop shop. There is a need to address issues relating to listenership measurement, implementation of digital radio, and mandating the inclusion of FM receivers in smartphones, for the sector to achieve its true potential. Unless the above issues are addressed, we expect revenues to recover to INR26 billion by 2025, of which around a fifth will be non-FCT revenues.

Radio segment revenues grew 29 % in 2022.

INR Billion (gross of taxes) EY estimates

India had 1,233 operational radio stations. India had 36 private FM broadcasters in 2022, operating 388 FM radio stations across 113 cities^. In addition, public broadcaster Prasar Bharatis All India Radio service operates 479 stations in 23 languages and 179 dialects, reaching 92% of the countrys area and over 99% of Indias population.

Radio listenership was noted amongst all age groups surveyed. However, percentage of radio consumers increased as the age group increased. 2022 witnessed a more even distribution of ad volumes as compared to previous years which had been impacted by the pandemic. More than 415 categories comprising 10,000+ advertisers and over 13,000 brands advertised on radio during 2022.

Radio measurement remains restricted to a few cities and hence, the ability to demonstrate reach and listenership remains low. Several top-end smartphones have not incorporated an FM radio receiver/ chipset, and this is impacting reach.

In addition, there is no clear path forward for the implementation of digital radio in a manner that protects the interests of all stakeholders.

The Telecom Regulatory Authority of India (TRAI) has begun discussions with stakeholders in the FM radio industry regarding crucial topics such as calculation of licence fees, extension of current licence periods, inclusion of news bulletins on radio and requirement for mobile phones to have built-in FM radio receivers.

Broadcasting

The Indian broadcasting sector has continued to be a vital component of the countrys media and entertainment industry. It encompasses a diverse range of content, including news, entertainment, sports, and educational programs. The sector has demonstrated remarkable resilience and adaptability in the face of changing consumer preferences and technological advancements.

The past year has witnessed a notable shift toward digital platforms within the broadcasting sector. As consumers increasingly embrace online streaming and Over-The- Top (OTT) services, broadcasters have responded by expanding their digital presence. Major broadcasting networks have launched their own digital platforms to cater to the growing demand for on-demand content.

Content innovation remains a driving force behind the success of the broadcasting sector. Indian broadcasters have displayed creativity and agility in producing a wide array of engaging and culturally relevant content. The introduction of new formats, reality shows, and original programming has resonated with audiences across demographics.

While the broadcasting sector has achieved significant milestones, it has also faced its share of challenges. Adapting to evolving content consumption patterns, regulatory changes, and intensifying competition requires continuous innovation and strategic planning. The need to balance quality content with revenue generation remains a key challenge.

Looking ahead, the Indian broadcasting sector is poised for further growth and transformation. Continued investments in technology, content diversity, and audience engagement are expected to be key drivers of success. As consumer preferences evolve and technological advancements continue, broadcasters will need to remain agile and forward-thinking to capture new opportunities.

Podcast

The Indian podcast sector has undergone a remarkable transformation over the past few years, emerging as a dynamic and influential player within the media and entertainment industry. With its unique ability to offer on-demand, diverse, and niche content, podcasts have captured the attention of audiences seeking engaging and personalized audio experiences.

The sectors growth trajectory has been nothing short of impressive. The number of Indian podcast creators and listeners has surged significantly, reflecting a rising demand for audio content across various genres, including storytelling, interviews, news, self-improvement, and culture. This growth has been facilitated by greater accessibility to smartphones and improved internet connectivity.

The Indian podcast ecosystem is characterized by a rich tapestry of content. Podcast creators have embraced their creative freedom to produce content that caters to a wide range of interests and demographics. This diversity has led to the emergence of unique voices, perspectives, and stories that resonate with audiences across the nation.

As the podcast sector matures, monetization strategies have come to the forefront. Podcasters are exploring various revenue models, including advertisements, sponsorships, subscriptions, and exclusive content offerings. Brands are increasingly recognizing the potential of podcasts as an effective medium to reach engaged and attentive audiences.

The future of the Indian podcast sector is bright. Continued innovation in content creation, distribution, and monetization is expected. As technology evolves, advancements such as better recommendation algorithms and enhanced interactivity could further enhance the podcast listening experience.

BAG NETWORK MARCHES AHEAD

B.A.G. Films and Media Limited (BAG) holds the unique distinction of producing programmes of all genres for a range of channels and audience. Realizing the potential in digital market, we have intensive plans to produce for digital platform.

BAG with a rich industry presence of over 30 years, the Company remains committed to its purpose of quality and consistent performance, focusing on creating content for different age groups, formats, media and news and non news platforms. The Company genre ranges start from movies, daily soaps, drama and comedy to OTT.

The Companys extensive expertise and experience is testified in its numerous successful TV shows and milestones, well-received by viewers across the country.

BAG plans to create and deliver popular, high-quality programming for catering to not only domestic but also to the demands of international viewership and expects to earn high returns for its stakeholders. We have a strong presence in Hindi General Entertainment Channels (GECs) and Regional GECs across India. We have demonstrated an exceptional ability to consistently create high quality content to excite the Indian audience. We ensure proper and strategized distribution of our content in collaboration with our channel partners.

BAG create content across mediums i.e. TV, Movies and OTT as well as across genres to cater to the entertainment needs of our viewers across age groups.

We realized that to scale up in a meaningful way, we would need to make, own and broadcast our own content and be present across the entire value chain of the media and entertainment industry.

During the year under review, the Company has produced successful programmes like Amne Samne, Sabse Bada Sawal, News Shatak, Mahaul Kya hai, Tajas-24, Rastra Ki Baat, 10 ki 10 Breaking, kalchakra, Bollywood Reporter, U, Me aur TV, Insta Stalker, Bollywood Top 10, Aradhana, Jhakaas Mornings, Bhangra Junction, Hots Hits, Party on my mind, Karaare Hits, Dil Dhakne Do across different channels and strengthened its presence.

With the change of time, the world-view of people also changes. By aligning ourselves to the aspirations of evolving audiences, we strive to deliver content that grips and entices them. Our legacy is of our stories, expressed to viewers in the most appealing of ways. We continue to deliver the same as we understand what ticks, placing our creative zeal in all that we do.

OUR SUBSIDIARIES

News24 Broadcast India Limited

News24, a 24 hours National Hindi news channel operating through one of its subsidiary, i.e. News24 Broadcast India Limited has been very well received by the audiences. It is available throughout India on cable and DTH platforms.

On the television front, programs like Amne Samne, Sabse Bada Sawal, News Shatak, Mahaul Kya hai, Tajas-24, Rastra Ki Baat, 10 ki 10 Breaking, kalchakra, amongst others cover a gamut of genres in news reporting and have been received exceptionally well with the audiences across the nation. "Sabse Bada Sawal" "Mahaul Kya Hai" and "Aamne Saamne" are achieve remarkable TRPs and viewership on News24.

The Company further strengthened its presence in the Hindi heartland with the populority of its regional News channel - NEWS24 MPCG through its subsidiary News24 Broadcast India Limited. Madhya Pradesh (MP) & Chhattisgarh (CG) is one of the key news markets which have a population of roughly more than 150 million and their news appetite has been growing unceasingly. NEWS24 MPCG has become the leading Hindi News Channel in Madhya Pradesh & Chattisgarh.

These shows continue to reflect the innovative ways of reporting news that has given the maximum viewership and rating to our channel making its marked presence felt in the whole Media Industry.

E24 Glamour Limited

E24 a 24 hours Bollywood Entertainment channel operating under the subsidiary E24 Glamour Limited telecast successful programmes like Bollywood Reporter, U, Me or TV, Insta Stalker, Bollywood Top 10, Aradhana, Jakass Mornings, Bhangda Junction, Hots Hits, Party on my mind, Karaare Hits, Dil Dhakne Do etc. Apart from the above programmes, E24 procured rights to movies and started telecasting movies. The channel has been researching and experimenting different ideas and revenue models.

The rise of social media has enabled artists to engage directly with their fans, leading to new marketing opportunities and revenue streams. Artists are now able to build their personal brands and connect with their audience in new ways.

E24 is targeting new audiences and adding a subscriber base to enhance the business model. This includes the use of subscription-based services and new marketing strategies. Rapid growth of digital platforms has hit the growth of music-based channels, forcing most of the players in this segment tore strategies their content and sales pitch.

Skyline Radio Network Limited

Your FM radio station, on frequency 106.4 is now the voice of the regions and its many shows are household names in all ten cities where it is operational i.e. Hissar, Karnal, Patiala, Ranchi, Muzaffarpur, Dhule, Jalgaon, Ahemednagar, Simla and Jabalpur.

Various programs are purposely aligned for maximum listenership. Our content entices regional listeners.

Differences in music royalty rates prevent FM radio companies from creating and airing their radio channels on internet streaming platforms — an issue which the industry needs to resolve to mutually benefit broadcasters and music licensors — as curated content with RJ interactions are largely missing online, and migrant population cannot enjoy radio stations in the language of their choice

B. OPPORTUNITIES AND THREATS

The Indian M&E industry is poised for growth and transformation, driven by technological advancements, evolving consumer demands, and a vibrant creative ecosystem. While opportunities abound, vigilance is required to address threats and navigate challenges effectively. Industry stakeholders need to stay agile, innovative, and attuned to shifting dynamics to ensure the industrys continued success and positive impact.

Opportunities for Indian Media Industry

• The rapid adoption of digital technologies has opened new avenues for content creation, distribution, and engagement. Streaming platforms, social media, and digital marketing offer vast opportunities to reach wider and more engaged audiences. This present an opportunity for BAG to expand its presence in the OTT space and cater to changing consumer preferences.

• The demand for high-quality original content is on the rise. Investment in diverse and compelling content, including web series, documentaries, and regional programming, presents a significant growth opportunity for both traditional and digital players.

• 5G create an opportunity for BAG to deliver faster services for content creation, distribution of programming on social media, streaming platforms and digital marketing.

• The Indian M&E industry has the potential to tap into the global market, leveraging its rich cultural content and creative talents. International partnerships, distribution deals, and co-productions can facilitate cross-border success.

• Emerging technologies such as Virtual Reality (VR), Augmented Reality (AR), and Artificial Intelligence (AI) offer innovative ways to enhance user experiences, personalize content, and create interactive engagement.

Threats

• The increasing prevalence of piracy and illegal distribution of copyrighted material remains a major challenge as it undermines the value of the original content and hampers revenue streams.

• Frequent changes in regulatory frameworks and content guidelines can create uncertainty and hinder creative freedom. Striking a balance between content regulation and artistic expression is a constant challenge.

• The industry is becoming increasingly competitive with the proliferation of digital platforms. As the number of players grows, differentiating ones offerings and capturing audience attention becomes more challenging.

• Evolving consumer preferences and viewing habits may lead to shifts in content consumption patterns. Adapting to these changes and staying relevant is essential for sustained success.

• As the industry diversifies and explores new revenue models, finding effective monetization strategies while maintaining consumer satisfaction can be complex.

C. SEGMENT WISE PERFORMANCE

The segment wise performance has been shown elsewhere in the Annual Report.

D. OUTLOOK

We are content producers and innovators. We create content that is relevant to diverse audiences and available across multiple platforms. We continue to make concrete strategies to ensure we leverage our leadership market position. We continue to create capabilities, infrastructure, content and platforms aligned to emerging consumer preferences and audience behaviour. We are aligning our strategic priorities and tangible goals that will place us in a different orbit. Actions are geared towards not just thinking of what is, but thinking what can be. Our main businesses are:

1. Creating original and diverse show content;

2. Exploring opportunities across channels, languages;

3. Building our marketing and distribution capabilities;

4. Creating newer show formats for television content;

5. Leveraging opportunities in regional markets by expanding network.

We will leverage our expertise across facets, target the audiences and make a digitally connected society. We will strengthen our existing platforms and building new ones, gauging viewer preferences. We will continue to align our content offerings, making a borderless and seamless world of entertainment, targeting growth in viewership and content consumption.

E. RISK AND CONCERNS

Being a content driven entity, we are strengthening our intellectual property to ensure cost optimization at all levels. The four key pillars that continue to influence the digital Media and Entertainment space are infrastructure; mobility, government policy and digital technologies. We continue to have a readily available database of our IP, such as scripts, dialogues, clips and other content. The following risks and challenges are affecting our business:

1. Piracy: The issue of piracy remains a critical issue for the Indian film industry. Piracy refers to the unauthorized use or reproduction of anothers work, such as music, films, or TV shows, without proper licensing or payment. It poses a significant threat to the industrys revenue streams and can lead to significant financial losses for content creators and distributors.

The Company is committed to mitigating piracy and cybersecurity risks through various measures. These include implementing rigorous process planning, utilizing cyber threat detection and response tools and employing tracking tools to monitor and prevent piracy content. The Company also prioritizes strong enforcement of intellectual property and ownership rights.

Further, the Government has refocused on the challenge the M&E industries is facing due to digital piracy. A social media campaign to promote Indian Geographical indications (GIs) has been launched by the cell for IPR Promotions and Management (CIPAM) with the #LetsTalkIP hash tag. This movement aims to make more people aware of the importance of intellectual Property Rights (IPRs).

2. Complex IP with Licensing Regime: As audience fragment and platforms diversify, different content windows, geography restrictions, formatting terms, character rights, etc. emerge, leading to a very complex rights environment. The IP ownership and royalty definitions between artists, producers, aggregators etc. are also blurring, leading to intermittent litigation.

3. Economic Environmental Risk: External events and factors beyond the control of the Company, such as politics, laws and regulations, can affect its business operations. Economic risk, on the other hand, refers to the potential loss of money on a foreign investment due to changes in business circumstances or macroeconomic variables, such as government policies or currency fluctuations.

4. Tax and Regulatory Concern: Television broadcasting companies make significant payments to software production houses towards production of TV programmes. They also pay placement/ carriage fees to DTH operators, multi-system operators and cable operators towards placement/ carriage of the channels.

Broadcasting companies pay transponder charges to satellite companies for transmission of their TV signals. The tax authorities contend that payments made towards transponder charges are in the nature of royalty.

OTHER REGULATORY CONCERN

The National Commission for Protection of Child Rights ("NCPCR") published the draft Regulatory Guidelines for Child Participation in the Entertainment Industry or Any Commercial Entertainment Activity ("Draft Guidelines"). The Draft Guidelines document that the reason for their introduction is (i) lack of specific regulation or rule for protection of child artists in the entertainment industry, (ii) need to bring new platforms such as OTT platforms, news and content creation on social media, etc. under the ambit of the Draft Guidelines.

The Indian Telecommunication Bill 2022 ("Telecommunication Bill") was released for public comments on September 21, 2022. It is a consolidation and amendment of all laws pertaining to the operation and expansion of telecommunication services, networks, and relevant infrastructure. Owing to considerable technological advancement, three current legislations, namely, the Indian Telegraph Act 1885, the Indian Wireless Telegraphy Act 1933 and the Telegraph Wires (Unlawful) Possession Act 1950, will be repealed by the enactment of this Telecommunication Bill.

The MIB issued the Guidelines for Uplinking and Downlinking of Television Channels in India ("Television Channel Guidelines") via a notification on 9 November 2022. Previous guidelines from 2011, i.e., the Policy Guidelines for Uplinking of Television Channels from India, 2011 and the Policy Guidelines for Downlinking of Television Channels, 2011 ("2011 Guidelines") have been replaced by these Television Channel Guidelines. The goal of the revised Television Channel Guidelines is to ease compliances and simplify processes.

TRAI issued an order titled The Telecommunication (Broadcasting and Cable) Services (Eighth) (Addressable Systems) Tariff (Third Amendment) Order, 2022 ("Tariff Order") to amend the Tariff Order of 2017. The Tariff Order states that for a broadcaster offering pay channels in the form of bouquets, no pay channel should be included if its MRP is more than INR19/ month. The previous rate was INR12/ month. Additionally, it states that the MRP per month of such bouquet shall not be less than 50% of the sum of MRP per month of a la carte pay channels forming part of that bouquet.

TRAI also issued the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) (Fourth Amendment) Regulations, 2022 to further amend the Telecommunication (Broadcasting and Cable) Services Interconnection (Addressable Systems) Regulations, 2017. The amendment allows broadcasters to offer discounts on the MRP of pay channels or a bouquet of pay channels, to distributors of television channels. However, this should not exceed 15% of the MRP. The sum of distribution fee declared by a broadcaster and discounts offered should not exceed 35% of the MRP of a pay channel or bouquet.

BARC was directed by the MIB to release news viewership ratings in the beginning of 2022. In March 2022, a new system of four-week rolling average data was introduced for calculation of ratings and channel rankings for the news and niche genres, instead of the weekly audience estimates.

Over the last couple of years, Indias tax administration has taken several measures to tighten the compliance framework and has enhanced punitive measures against tax fraud and evasion.

As a result of the above, the GST collections have significantly increased and reached a monthly collection level closer to INR1.5 trillion as against average collections per month closer to INR1 trillion about a couple of years back

This has also led to a significant formalization of the economy triggering a massive increase in Income Tax collections too, which have grown at 40% to 50% for the last couple of years and even this year are witnessing a robust growth.

F. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors and cover key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee.

Your Companys Internal Control system is designed to:

• Safeguard the companys assets and to identify liabilities and managed it accordingly.

• Prevention and detection of Fraud and Errors

• Ensure that transactions are properly recorded and authorized.

• Ensure maintenance of proper records and processes that facilitates relevant and reliable information.

• Ensure compliance with applicable Laws and Regulations.

The Audit Committee of the Board of Directors is active in checks and balances that ensure the adequacy and effectiveness of the internal control systems. This committee suggests improvements to strengthen the internal controls and ensure their ongoing effectiveness.

The CMD/CFO Certification provided elsewhere in the report discusses about the adequacy of our internal control systems and procedures.

G. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

The Company has prepared its standalone and consolidated audited financial statements as per Indian Accounting Standards (Ind AS) for the financial year 2022-23. The standalone and consolidated performance of the Company and its subsidiaries, for the year under review along with previous year figures are given hereunder:

(Rs in Lakhs)

Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total Income	3,559.61	3,480.59	11,231.68	12,229.53
Total Expenditure other than Financial Costs and Depreciation	2,955.24	2,740.69	9,901.55	10,060.56
Profit before Depreciation & Financial Charges	594.08	714.28	1,301.49	2,128.02
Financial Charges	366.96	370.55	932.90	1,037.61
EBIDTA	594.08	714.28	1,301.49	2,128.02
Depreciation and Amortisation Expense	225.64	294.27	523.51	614.56
Profit before Tax	1.48	49.46	(154.92)	475.85
Provision for Tax	39.15	28.60	22.83	21.36
Profit after Tax	(37.67)	20.86	(177.75)	455.08
Proposed Dividend	Nil	Nil	Nil	Nil

The details of the financial performance of the Company are appearing in the Balance Sheet, Profit & Loss Account and other financial statements appearing separately.

H. MATERIAL DEVELOPMENT IN HUMAN RESOURCES

BAG considers Human Resources to be one of the key elements to sustain competitive advantage in the News Media Sector. Media organizations are human driven; its growth depends upon the quality contribution made by the people in the organization. Therefore, your Company recognizes human resources as a key component for facilitating organizational growth.

BAG understands that the M&E industry is rapidly evolving and it is crucial to keep up with the latest trends and technologies to stay competitive. The Company provides regular training and development programs to its employees to ensure that they are equipped with the necessary skills and knowledge to perform their roles efficiently. These programs include on-the-job training, mentoring, coaching and leadership development programs.

The company follows a transparent and fair performance appraisal process and ensure that promotion and salary increases are based on merit. Knowledge and intellectual assets are being strategically shared across BAG. The Company has 27 permanent employees on the roll of the Company as on March 31,2023.

At BAG, we have understood the potential of the human resource and its contribution to the financial standing of your company. Therefore, the human asset is highly valued and regarded by your company.

I. KEY FINANCIAL RATIO

As per the SEBI Listing Regulations, the company is required to give details of significant changes (i.e. 25% or compared to the immediately previous financial year in key-sector-specific financial ratio.

Discussion on Standalone Financial Performance with respect to operational performance with key financial ratio are hereunder:

(Rs. in Lakhs)

Particulars	2022-23	2021-22	Growth (in %)	Reason of Change
Revenue from Operation	3,531.71	3,468.57	1.82	Increase in the income for the services executed from the distribution of TV channels.
Gross Margin	0.25	0.28	(11.56)
EBIDTA	594.08	714.28	(16.83)
PBT	1.48	49.46	(97.01)
PAT	(37.67)	20.86	(280.58)
Current Ratio	0.93	0.89	4.49
Net Profit Margins	(0.77)	1.34	(157.46)
Debt Equity Ratio	0.15	0.14	7.14
Interest Coverage Ratio	1.00	1.13	(11.42)
Return on Net Worth	0.90	0.88	2.27
Debtors Turnover	3.49	3.02	15.56
Inventory Turnover	1.17	1.23	(4.83)

Cautionary statement

Statements in the Management Discussion and Analysis and the annual report describing the Companys objectives, projections, estimates, expectations may be "forward-looking statements" within the meaning of applicable securities laws and regulations in India and other countries. Actual results could defer materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting the domestic market, in which the Company operates, changes in the Government regulations, tax laws and other statutes and other incidental factors and unforeseen circumstances.

(*Source of information: FICCI-EY-Report Indian M & E Sector, 2023)