[odysee]

The holding company, which is the only publicly listed company , namely BCG , does not contribute to the consolidated profits; it only adds to the consolidated turnover. Yet, this is the only entity which provides statutorily audited results to the public and the shareholders.
The bulk of the turnover and almost the entire profits are provided by the various overseas subsidiaries of BCG.
Can the management confirm that the books of account and the results confirmed by our Board of Directors, of each and every subsidiary , are audited by their local auditors in compliance with the local laws and regulations prevailing in those countries?
And are the books of account of Online Media Solutions currently being audited annually by E&Y?

[Logan]

@odysee, if we ask that then he’ll say come to the office and check those reports yourself. I don’t think the company will share the reports publicly.

I think @rathi_b and team have checked OMS’ books audited by E&Y.

[odysee]

@Logan, I was not asking for us to see the audited results. Just a verbal confirmation of what I have stated and requested for.
Best.

[vgsatwork]

Lot of announcements were being made in first half of 2020 without any kind of status update on them post Aug/sep of 2020. some of the items wherein we need clarity (Not as an update in Conf call, but as an update to exchanges, just like how it was done in first half of 2020).

1. Consolidation of all subsidiaries into one entity – Update on the same was provided to exchanges last in Feb 2020. What is the latest update on this? When would the new entity be created?

2. BDO Audit – Last update on this topic was in June 2020 saying that audit was in progress. No subsequent update. What is happening on this? Would this audit report be made available to the shareholders? If not, with whom such a report would be shared with?

3. Daum Settlement – Last update on this topic was in June. No further update has been provided. What is the latest on this? when can we expect a closure?

4. Investor meet – Last update on this topic was in early June. No further update in terms of whether or not the investor meet happened and to which investor groups these presentation were being made? Till date, we do not see any institutional shareholding in BCG. Is it because investors are concerned about pending legal issues? What is management’s plan to address this? (Bringing in institutional shareholders, without whose presence value realization of the stock is very difficult)

5. LOC update – Last update on this topic was on 13th Nov 2020 and it said company is in advanced stages of setting up first tranche of the LOC application process. There is no further update for the past 3 months on this topic. This is particularly important since while the entire ad tech industry is growing at a very healthy pace of 20%+, BCG’s top line growth is flat fo the last 3 years and there has been NO ATTEMPT from the management side to address the top line growth issue and based on earlier updates, the impeding factor seems to be capital. If BCG is having LOC approved and is in advanced stages of setting up first tranche of the same, Why there is no update for the past 4 months on this and why is the top line NOT growing, despite there being a clear and easy route (LOC) to access capital?

6. Axis bank loan update – on 13th Aug 2020 an update was provided through stock exchanges which in essence stated that BCG has sent a formal proposal to Axis and awaiting response from Axis Bank. We have recently seen an update on 15th Feb, which is stating pretty much the same thing after 6 months and the matter still is in NCLT court. Why is the company not closing this issue when the preferential issue was being raised for 30 crores with the stated objective of closing existing debts?

7. Per the investor update on 16th Mar 2020, There is a share purchase agreement in place to transfer the institution holding to new investor. Also, as per the investor presentation from 05 Jun 2020, for Oak’s exit, it mentioned that buyers were lined up. Yet the update in Mid June when Oak has sold in open market, did not mention anything about the share purchase agreement or what happened to the arrangement in general. By end of August 2020, Oak exited fully and there is no new institutional investor. Why was there no update provided to the shareholders about the promised share purchase didn’t happen?

[radhutheoptimist]

– regarding loan, dividend and warrants I know everyone will be interested
– I want to know what happened to all those net profit generated all these years.
– I would be more interested in knowing why the parent company performance is not up to the mark while subs are doing good.
– I am also interested in knowing more about their software development Division activities
– who is their nearest competitor
– plans for improvisation of investor relation.

If this forum can send the questions in advance to them to prepare them to answer in detail. Let them be specific with dates rather answering with words like ‘soon… Shortly… Near future….within days/weeks’

[vgsatwork]

8. If the institutional investor (Oak) has been wanting to exit, why wasn’t it allotted to Muskan and what was the need for raising Equity by diluting the stake, if the raised capital has not been put to any kind of use since the allotemet date of 27th May 2020 till date?? For a shareholder, this has only diluted their EPS by about 10% and yet the capital has not been put to any use?? There have been reports from the NCLT hearing that AXIS bank has blocked this preferential issue money citing the fund that they are being owed? Why is there no update to the shareholders from the company to clarify on this?

9. Through other comprehensive income/(Loss) entries, 1174 crore has been shown as loss in FY 2019 and FY 2020 together, which is roughly about 1/3rd of the book value of the company. Yet sufficient explanation has not been provided with in terms of Loss details and the circumstances under which it happened, what the company is going to do to be more prudent going forward.

[anand84sharma]

-LIL Projects Private Limited a subsidiary of Brightcom Group Ltd has not updated the Balance Sheet and Date of the Last AGM after 31/03/2018(As per MCA database-Master data). without the financial for the financial year 2018-19 and 2019-20, there is no reference about Sale, profit, or any other related figure for the last two years after Management claimed about 125 Happy clients and 500 workers employed.

[vsk]

My question for the conf. call:

1. What is the reason for

Preferential Warrants

with such a

huge dilution all of a sudden

without any hint of it in previous Q’s ??

2. Many opine that there is a

deliberate price suppression all these years and purposeful poor corporate governance

all these years Is that true??

3. Please answer with hand on your heart is this Preferential warrants are

indirectly routed to Promoters later increased in holding %

??

4. Long term investors who share the pain with BCG and stuck with the company for so long will they get rewarded in terms of big

interim dividend after the LOC

comes to parent company ??

[vgsatwork]

Sent my questions to ir@brightcomgroup. Let us see if they respond. Anyway, intend to raise this in the conference call

[hw_tw]

I have few questions on the numbers and on the future business

– Given the elections and covid season, why there was not much growth in sales and profits.

– What caused the slowdown and can we see a revival in next quarter

– What would be the drivers of growth in the next quarter and in coming quarters

– What will be the projections for next quarter and for this FY, with and without LoC

– How are we planning to use PW funds. New products, acquisitions, business expansion. What would be the impact in terms of top line and bottom line.

– What is the settlement amount proposed to Axis and timeline. Which segments of business will be impacted by this payment or by delay in the settlement

[hw_tw]

I would request SKR to share this information on a quarterly basis and also upload the same in their website

On the Operations
– Any plans to add new branches or new regions in this quarter
– How many employees in Berlin branch. What is the current revenue and growth expected in this quarter and for this year
– Total employee addition across all regions
– Employees split across your products and services line

On the Products & Services
SSP / Brightcom
– No. of customers added in this quarter and the growth rate
– No. of Impressions served in this quarter and the growth rate
– Average Revenue per Million Impressions and it growth rate. Please include any other KPIs which you track like Total number of Unique visitors, Demographics data coverage etc;
– Customers segmentation basis contract sizes, Total Visitors count etc;

BLocal
– No. of customers added in this quarter and the growth rate
– No. of Impressions served in this quarter and the growth rate
– Average Revenue per Million Impressions and it growth rate. Please include any other KPIs which you track like Total number of Unique visitors, Demographics data coverage etc;
– Customers segmentation basis contract sizes, Total Visitors count, Share of Ads etc;

OneTag
– No. of customers added in this quarter and the growth rate

DSP
– Brands added in this quarter and growth rate
– Brands segmented basis contract size, Brand position (Fortune 100, 500 etc;)

AI/ML
– Customers count and growth rate
– Revenue growth
– Customers count basis contract sizes (below $1m, $1-$5m, above $5m)
– Revenue share of AI/ML products built if any vs. AI/ML Services
– Revenue share of Internal vs. Externel customers

Software services (Non AI/ML services)
– Customers count and growth rate
– Revenue growth
– Customers count basis contract sizes (below $1m, $1-$5m, above $5m)
– Revenue share of Internal vs. Externel customers

On Delivery channels
– Ads served and growth rate across channels (Web, Mobile, OTT etc;)
– Ads served and growth rate basis Type of Ad ( Text, Image, Video etc;)
– Click through rate or Conversion rates

Revenue & Expenditure
– Share of Revenue across Products & Services
– Share of Revenue across Regions
– Share of Revenue across Subsidiaries
– Product specific Expenditure

Technology Updates
– Highlight of new product features in this quarter
– Tech Partnerships like Index Exchange Adapter

[Logan]

These are my queries as of now.

Business

– December quarter is usually the best quarter for BCG but this time there’s no growth in revenues or profits when we compare results Y-O-Y. Many adtech companies, including bigger companies like Google and Facebook have had greater growth rates in the December quarter. What should BCG do to have higher growth rates in revenues (and profits).

– We would appreciate if the company provides revenue break-up of SSP, DSP, DMP and CTV businesses.

– What is the impact of Magnite Inc buying SpotX on BCG’s business. With all the consolidation happening in the industry, how can we continue to grow, stay competitive/innovative?

– What is the impact of Apple’s upcoming privacy changes on the adtech industry? (Facebook says the policy changes have great impact on its business). How will it affect BCG?

– What’s the impact of all the browsers blocking/reducing third-party cookies?

– Privacy concerns related to Online Advertising is a hot topic these days. How does it impact BCG’s business going forward?

– Are you planning to expand BCG’s business in Europe? Is that the reason for opening an office in Berlin. When will you start Online Advertising operations in India and when will you expand your operations in Asia Pacific regions?

– How is BCG’s business different from The Trade Desk’s or Magnite Inc’s or Pubmatic’s?

– Magnite and Pubmatic have less revenues than BCG’s but are still valued many times more. Why is BCG going unnoticed? What steps have you taken for Value Realization?

– Is the company looking at any acquisition?

– What’s the progress on consolidation of the subsidiaries that you had planned? Why is it put on hold?

[Logan]

Issuance of Preferential Warrants (PW)

– The issuance of PW has caused a lot of anxiety among the investor community, the company/management/CEO didn’t give any reasons for issuing the warrants. The size of the warrants is very big, when announced, it was more than the market cap of the company. We would like to know why such a massive dilution at this time when the company is getting the Line of Credit (LOC).

– Many in the market are saying that the prices were kept low so that warrants could be issued. What are your thoughts on this? Why not be more open about the warrants. Your silence on this isn’t helping anyone and in fact making it easier for people to speculate (Warrants were declared on Dec 4th and we still don’t know the purpose for issuing the warrants).

– Why not announce the plans for the PW? What is holding you back?

– For any random person this looks like the allottees are getting so much for so little.

– One entity belonging to one of the allottees of the PW, did day trading and the reason given was to check the liquidity of the shares but the allottee is supposed to be a stable investor for the long term and doing trades will be seen as an insider trading or as someone who isn’t long term oriented. This incident raises a lot of concerns for the shareholders.

– Are all promoters okay with the decision to dilute the company by this much? We ask this question because out of 186,627,685 held by promoters and promoters group, only 52,870,400 votes have been polled. The promoter holding after the conversion of shares become less 22%. When the shares are massively undervalued, usually any promoter/s won’t dilute their stake (that too by this much). Why give away this much for so little?

– In the past, the CEO, who is also one of the promoters of the company, said that the company didn’t want to dilute the shares but now the company is doing the opposite. Why this sudden change?

– Why didn’t the company issue warrants or rights etc few years back? Doing that would’ve helped in sorting out almost all the issues. India debt could’ve been paid off years back and DAUM issue would be settled by now. As mentioned above, doing the dilution now raises lots of questions/suspicions. We need a definitive answer for all these.

Investors’ Exits

– Many investors who held significant quantity have completely sold their shares and this raises many questions/suspicions/doubts. We know this involves other parties but giving clarity on this will be appreciated by all the shareholders. There’s so much talk going on about this in the market and giving clarity will clear all the confusions that shareholders/potential investors have.

– We didn’t get a definitive answer on why OAK (which held over 7%) decided not to honor the agreement they had with the company i.e. to sell their stake to the parties appointed by the company.

– The Goenka Group, which held significant quantity in the company, have sold all their shares in just one quarter. What’s the reason for this? Their selling raises many suspicions like – they held their shares till the PW got approved and exited soon afterwards.

[Logan]

Corporate Governance/Market/Dividends

– The IR Department doesn’t even have the courtesy to reply to shareholders’ mails/calls. Even though we send many mails, they won’t reply to even a single mail. This is not how a company is supposed to treat its shareholders. How are we supposed to get any information about anything related to the company? Do you expect us to visit the company to get answer for a single query?

– All the time you say you will improve communications with the shareholders but there’s no progress on that.

– Some of us still haven’t received dividends from the company. We send mails to the IR Department, asking them about the dividends, they won’t reply to us. If we ask Aarthi Consultants, they say that the company has not communicated with them regarding dividends. Whom should we contact to get even basic information? Its not how much dividend amount we are getting but its about the company’s commitment and transparency.

– The market perception/sentiment towards the company is very poor/negative. Your actions aren’t helping it get any better. For eg – you decided to do a massive dilution but didn’t inform the shareholders as to why you’re doing that. You announced dividends more than 6 months back and you had all the time to sort out any issue with the payment but still you delayed the payment (and still haven’t paid to many investors). You said you have arranged buyers for OAK’s shares but they decided to dump their shares. How are we supposed to trust what you say when you have always ignored/neglected shareholders?

-You didn’t even talk about PW in the AGM. Such a big event but still nothing was discussed about that.

-In the AGM, many didn’t get a chance to ask queries. Why only 3 investors were given chance to ask queries? Why not others?

-There’s so much manipulation going on with the company’s shares. Operators are controlling everything. What measures are you taking to handle this issue? When asked about this the last time, you said you have arranged stable investors to buy shares. What’s the progress on that?

-You said all the details regarding Other Assets, Other Liabilities, Loans and Advances etc will be given in the Annual Report but no details were given. How is anyone supposed to know what other assets, other liabilities, other receivables etc are? If we send mails to the company, you won’t reply, if we ask in the conference call you say it will be mentioned but again you won’t honor that.

– What constitutes the following –

Non-Current Loans of 100 crores. Current Loans of 650 crs. Other Intangible Assets of 650 crores. Other Current Assets of 150crs. Other Current Liabilities of 220+crs.

– Last year other receivables were 530crs and this year they are 150crs. What are these and how are we supposed to know what these are? Nothing about this is mentioned in the Annual Report.

LOC/Axis/Lycos

– In the last conference call, the CEO said the company will get the LOC within December quarter but almost 2 months have passed since December but still no updates on that.

– In all the last 3 conference calls, you told us that Axis issue is almost done but still the case isn’t resolved yet. The case being in NCLT is causing lot of uncertainty. What’s the progress on the case?

– How will Lycos contribute to BCG’s business once you get it back from DAUM? We respect and appreciate what Lycos brought to the company in the past but the whole world/industry has changed a lot since then. What plans do you have with Lycos?

[radhutheoptimist]

Wow… Kudos to each of you. You must have done good research to come out with such valid questions. Hope management takes this in right perspective and introspect. No where else they would get this kind of free service. I am sure this forum is monitored by the top management. They are all brilliant minds… Let’s hope they ask those questions to themselves to act upon. These shouldn’t end with just an hour con call talks.

I am sure they would like the idea of Retail investor representation in the board.

[buffet]

@Logan & others

Very well articulated questions. I don’t think conf call will be more than 60 min. Hence we shall prioritize the critical questions so that at least essential questions related to PW & its status, Axis, Daum, Dividend, etc. would get answered.

[on a lighter note] Looking at all these questions, I hope our beloved CEO wouldn’t cancel the conf call. (laugh)

[odysee]

@buffet, it wouldn’t surprise me if some shareholders are deliberately left out of the list of the selected lot who are invited to ask the questions and interact with SKR.
Call me a sceptic, but there have been numerous times when despite pressing that pesky digit with great alacrity, one’s turn doesn’t come to pose pertinent questions. Or the con call is wrapped up suddenly as too much time is taken up by random (planted?) callers on irrelevant issues. No disrespect meant but as we noted in the AGM, very few meaningful questions find their place in the discourse that is too short for a quarterly interaction with the management.
Hence, a comprehensive email with pertinent questions and queries as detailed in the preceding many posts would really be useful, provided the management chooses to address each and every matter that is causing so much distress to the retail shareholders.

[admin]

Thank you everyone for your contributions, especially Vgsatwork and Logan. More than 50 questions were posted. I have rephrased them, combined to one and listed according to a priority which I felt (sorry for that). The questions which I have skipped is due to time limitation of getting all of it answered, list getting lengthy and also some others which can be waited to be addressed in the next quarter.

Below is the final list of questions which I will be sending now,

Preferential Warrants
1. What is the reason for Preferential Warrants with such a huge dilution when LOC was already in advanced stages?

2. How are we planning to use Preferential Warrants funds – new products, acquisitions, business expansion? What would be the impact in terms of top line and bottom line?

3. You didn’t even talk about it in the AGM. Such a big event but still nothing was discussed about that. In the AGM, many didn’t get a chance to ask queries due to technical reasons from your end.

LOC update
4. Last update on this topic was on 13th Nov 2020 and it said company is in advanced stages of setting up first tranche of the LOC application process. This is particularly important since while the entire ad tech industry is growing at a very healthy pace of 20%+, BCG’s top line growth is flat for the last 3 years and there has been no attempt from the management side to address the top line growth issue and based on earlier updates, the impeding factor seems to be capital.

Axis update
5. On 13th Aug 2020 an update was provided through stock exchanges which in essence stated that BCG has sent a formal proposal to Axis and awaiting response from Axis Bank. We have recently seen an update on 15th Feb 2021, which is stating pretty much the same thing after 6 months and the matter still is in NCLT court. Why is the company not closing this issue when the preferential issue was being raised with the stated objective of closing existing debts?

6. There have been reports from the NCLT hearing that AXIS bank has blocked this preferential issue money citing the fund that they are being owed? Why is there no update to the shareholders from the company to clarify on this? The case being in NCLT is causing lot of uncertainty.

7. What is the settlement amount proposed to Axis and timeline? Which segments of business will be impacted by this payment or by delay in the settlement

Daum Settlement
8. What is the latest on this? When can we expect a closure?

Consolidation of subsidiaries into one entity
9. Update on the same was provided to exchanges last in Feb 2020. What is the latest update on this? When would the new entity be created?

10. BDO Audit – Last update on this topic was in June 2020 saying that audit was in progress. What is happening on this? Would this audit report be made available to the shareholders? If not, with whom such a report would be shared with?

Quarterly Results
11. Given the elections and covid season, why there was not much growth in sales and profits. December quarter is usually the best quarter for BCG but this time there’s no growth in revenues or profits when we compare results Y-O-Y. Many adtech companies, including bigger companies like Google and Facebook have had greater growth rates in the December quarter.

12. We would appreciate if the company provides revenue break-up of SSP, DSP, DMP and CTV businesses.

13. Can the management confirm that the books of account and the results confirmed by our Board of Directors, of each and every subsidiary , are audited by their local auditors in compliance with the local laws and regulations prevailing in those countries?

14. Last year other receivables were 530crs and this year they are 150crs. What are these and how are we supposed to know what these are? Nothing about this is mentioned in the Annual Report.

Investor meet update

15. Last update on this topic was in early June. No further update in terms of whether or not the investor meet happened and to which investor groups these presentation were being made? Till date, we do not see any institutional shareholding in BCG. Is it because investors are concerned about pending legal issues? What is management’s plan to address this?

16. There’s so much manipulation going on with the company’s shares. Operators are controlling everything. What measures are you taking to handle this issue? When asked about this the last time, you said you have arranged stable investors to buy shares. What’s the progress on that?

Investors’ Exits
17. Many investors who held significant quantity have completely sold their shares and this raises many questions/suspicions/doubts. We know this involves other parties but giving clarity on this will be appreciated by all the shareholders. There’s so much talk going on about this in the market and giving clarity will clear all the confusions that shareholders/potential investors have.

18. The Goenka Group, which held significant quantity in the company, have sold all their shares in just one quarter. What’s the reason for this? Their selling raises many suspicions like – they held their shares till the PW got approved and exited soon afterwards.

Corporate Governance/Market/Dividends
19. Some of us still haven’t received dividends from the company. We send mails to the IR Department, asking them about the dividends, they won’t reply to us. If we ask Aarthi Consultants, they say that the company has not communicated with them regarding dividends. Whom should we contact to get even basic information? Its not how much dividend amount we are getting but its about the company’s commitment and transparency.

20. The market perception/sentiment towards the company is very poor/negative. Your actions aren’t helping it get any better. For eg – you decided to do a massive dilution but didn’t inform the shareholders as to why you’re doing that. You announced dividends more than 6 months back and you had all the time to sort out any issue with the payment but still you delayed the payment (and still haven’t paid to many investors). You said you have arranged buyers for OAK’s shares but they decided to dump their shares. How are we supposed to trust what you say when you have always ignored/neglected shareholders?

[hw_tw]

Any idea on con call schedule

Are we preparing any questions list this time too

[Logan]

@hw_tw, please check yesterday’s press release for conference call schedule. It’s this Saturday at 3pm. This time the duration should be for 1 hour at least. There’s so much to ask and 45 minutes won’t be enough. We all should send mails to them asking them to increase the duration of the call.

I’m preparing the questions list and will share it with everyone before Thursday EOD.

[Author]

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