[Logan]

These are my 1st set of queries for the conference call and the AGM, I will add more queries once they announce Q4 results. I might have missed adding few queries, I’ll review these once again today and send the updated list by EOD or tomorrow.

Thank you for organizing the conference call. We appreciate Mr.Raghunath, Mr.Kallol and the board for taking up the roles when the company is in trouble/crisis. We have prepared the following questions keeping all the shareholders in mind. We request you not to skip any of the questions and answer each and every question.

1.Please provide all we need to know about the Preferential Warrants/Shares topic. How much money did the company receive totally? If whatever SEBI says is true then how could the company betray shareholders like this? We trusted the company and the previous CEO Mr.Reddy a lot and had massive respect for him and we invested our hard earned money and part of our life savings because of that trust but seems like he took advantage of that and betrayed us and put the company and the shareholders in this bad position. The company lied to us that the people who were allotted stocks had paid the money. Those people were given stocks for free and dumped all those stocks as soon as their lock-in ended making thousands of crores of money (maybe more than 2-3k crores) whereas the small shareholders who bought the stocks in the company trusting the management/board have been made to go through hell from the past few years. We still haven’t recovered from last year’s shock and we are not seeing much progress from the company to address the issues. Still there’s no CEO, CFO and a CS and everyday we think the company might get delisted and we might lose all our hard earned money. How does the company justify these actions? How will you address SEBI’s observations?

2.We understand and respect Mr.Reddy’s role in growing and building the company and we have always appreciated that but how did the board let one person have so much control and give him free hand at everything? Why didn’t the board review basic checks? Why did the board leave everything in Mr.Reddy’s control?

3.As there’s talk in the market, it seems like everything was pre-planned. The company used the Mediamint and Audio Ad company acquisition news to attract small shareholders so that the people who were allotted stocks on preferential basis could dump their stocks to small retail shareholders. What is your comment on this observation?

4.How could the revenue and profits fall so much in last year’s 3rd quarter? A company making 1,800 crores the previous quarter made only 450 crores in the next quarter. You have said the reasons for that are the removal of the CEO and the war is Israel. We can understand the impact of the war but how did a tech company which has been in business for 25 years have all the dependency on one person and doesn’t have proper plans to protect the business when things like war happen? Being a multinational company with operations in many countries weren’t there proper back-ups? In the last few calls we asked the previous CEO of this very point i.e. what if he had to leave due to various reasons (including getting banned from being a director in BCG) and he had told us that the company had full plans in place if he were to leave and that nothing would impact the operations of the company (this was said in FY 23 Q4 conference call). How can the revenue fall suddenly and that too by so much? It’s hard to believe that a billion dollar revenue company relied on one person all these years and there were no reviews and checks to have less dependency on that person. What happened to all the plans which the company had if the CEO were to leave?

5.Why did the previous CEO gives stocks in the company to people who gave him personal loans? Isn’t this a betrayal of trust and doesn’t it look like he took shareholders and their hard earned money for granted? We also asked him about the PW allottees selling their stocks as soon as the lock-in ended and to that he had told us that he or the company doesn’t know anything about it but it’s very clear to us that he was involved with them from day one and knew everything about them selling.

6.Why isn’t there a progress happening on appointing people for the vacant and necessary roles? Are you waiting for the previous CEO and CFO to come back?

7.We never doubted the numbers of the company previously but after the SCN2 and the Q3 results, we are starting to have doubts. If everything was alright then why did previous executive director/promoter Mr.Vijay Kancharla dump almost all his stocks? Didn’t he see that the company he built had good future? If everything was alright then why did all the PW allottees dump all their stocks without even holding a single stock if the future of the company is bright? A company making thousands of crores in revenue couldn’t afford to pay back loans taken from various people and had to give stocks instead? Please share your comments on this.

8.How many employees are there in the company? How many are direct and how many are contract employees? How many are in each subsidiary? Why don’t we see about the employees on sites like LinkedIn etc?

9.What are your plans for reviving the business of the company and to have less dependency on the Israel team?

10.Why was the brand name of BCG’s products changed from Brightcom to OMS? Did SEBI’s order play a role?

11.What is the current progress on the JV with Consumables Inc? Is the JV dead?

12.Why isn’t the board appointing a top 4 auditor or one of the reputed auditors?

13.Small adtech companies show their products and sponsor many events but why doesn’t BCG (or its subsidiaries) do that? BCG has more revenues than companies like Magnite, Pubmatic etc but why doesn’t the company sponsor events? Won’t this bring extra business and revenues? Is this company’s strategy and that you want the company to be under the radar? Please explain the company’s strategy.

14.Why was Trenova started when you already have Brightcom and OMS brands? You’ve mentioned that Trenova will focus more on Europe and Asia. Doesn’t the company already have good business in Europe?

[Logan]

Yes @AdUp, I’m also seeing maturity in their communication. Not sure whether it’s mostly SKR or maybe there’s contribution from Mr.Raghunath and the independent directors also. I’m glad that they’ve finally understood the importance of taking actions and not just saying words. The attitude of taking action only after getting into trouble should also stop.

They’ve mentioned that they’ll hire a KMP and I’m guessing it’ll mostly be for the CS role and not for any other roles. It’ll be a pleasant surprise if they hire a CEO or a CFO or an executive director but my expectations are very low now.

[Logan]

It’s good to see the company sharing regular updates and more important than that is that these aren’t just random updates but actual progress happening. I’m guessing SKR is behind all this but Mr.Raghunath and the board also deserve credit and respect. Though both Mr.Raghunath and Mr.Kallol look like they are SKR’s people, both deserve respect for taking up the responsibilities when others didn’t (like Vijay Kancharla and Mr.Peshwa). They didn’t always do things quickly and are partly responsible for the trading suspension and keeping investors in dark for more than a year but recent actions seem like they are finally ready to be serious and take necessary steps to revive the company.

They’ve mentioned that there’ll be a conference call on the 19th. I’ll try to share the questions list here ASAP. I request everyone to share their questions so that we can send it to the management team at once (like we always did before conference calls).

Also, whoever gets the chance to talk with the management in the call, please ask them tough questions and make sure that you get proper answers from them.

[Logan]

@admin,

I can’t thank you enough for creating this forum where we can share our opinions, comments and learn many things about the company.

Thank you once again on behalf of all the investors of BCG.

[Logan]

It’s good that they’re sharing weekly updates but we’re not seeing any actions taken by them. From one month they’re saying that they are working with the exchanges to make sure that the trading suspension will be revoked but why isn’t it done yet?

They’ve mentioned that there’s a significant progress in publishing the SHP. I don’t understand what’s so complicated about that. This culture of complicating simple things should change at the company.

I guess the reason for delay in everything is because they’re placing all their hopes on getting a favorable verdict at the SAT but what if the SAT doesn’t give a favorable verdict? They want to show that there’s no BCG if there’s no SKR in it.

[Logan]

SEBI is complaining that BCG doesn’t share things properly but still the board/management isn’t acting on that. They should have shared the Adjudication Order on both the exchanges by now but again they failed to do it.

This is where the CS’s role is very important. SKR and Raju are trying to come back, okay, but why can’t they hire a CS at least? And another important point is, why haven’t they shared the SHP yet?

It’s like in football where the referee gives red cards and your players have to walk out. From the past one year we are seeing one red card after another.

I have high expectations on Mr. Ram Sharma and he looks like a serious person who wants to make actual changes in the company. Hope he gets us out of this situation.

[Logan]

I think @vidyashankar sir is obsessed with me and he uses my name to share false things. I’m saying it again, I don’t have access nor authorization to ban anyone from this forum and I don’t have access to delete anyone’s posts either. The admin banned him and if he has any complaints then he should contact the admin.

My support is for the company and not for any individuals. Let the honorable judge at the SAT decide what to do with the individuals who have caused the company to be in this situation. It’s one thing to use short cuts and another thing to do unethical and illegal things. Many entrepreneurs will do the former but SKR did the latter.

And the important point that’s so worrying is that almost all retail investors have supported him through thick and thin but he still did things which harmed retail investors. He can survive for years without being associated with BCG as he has the resources to do so but what about shareholders who have bought his company’s shares with their hard earned money and life savings? All retail investors bought the shares which were dumped on us by SKR’s friends (which they got for free).

I’ve seen both the cycles, people hating me because I was supporting SKR and people hating me because I don’t support SKR. They don’t understand that my support changes based on SKR’s actions and not based on people’s mood. I will start supporting him again if he does ethical things and if he takes decisions which will help small investors.

[Logan]

When the SCN 2 came, I thought there’s no way for SKR to come back and the company had no option but to move on from him but even after one year I haven’t seen any real progress happening in the company (they share only those useless PPTs and other updates where they say that they care about shareholders but don’t take any action and use fancy words).

In my opinion (obviously these are guesses and not facts), everything will depend on SKR whether we like it or not. The company never intended to appoint any other person for CEO role (and for CFO role also). It’s just that they were buying time saying that they were/are looking for suitable candidates. If they were serious they’d have appointed someone by now or at least would’ve appointed someone on an interim basis. Both Mr Kallol and Mr Raghu are SKR’s friends and they’ll just follow him and I don’t think they are taking decisions on their own. Even the words/sentences that the company shares in those useless updates look like they are SKR’s.

A real leader wouldn’t have caused depression to lakhs of shareholders, he wouldn’t have let the company have complete dependency on him and most importantly he wouldn’t have taken reckless decisions and created such a mess but SKR is okay if lakhs of shareholders suffer, he doesn’t care about the negative publicity or suspension of trading and he’ll even be okay if the company goes out of business. It’s so embarrassing that the company hasn’t even paid the listing fees.

I think any of the below mentioned things might happen and obviously these are guesses.

1. SKR will get somewhat favorable verdict or temporary relief at the SAT and he will come back to his previous role as CEO and fixes the company only after getting back.
(If the company recovers then it’ll show how much selfish he is and to what extent he will go)

2. SAT will not give any favorable verdict to SKR but his friends will fix the company.
(This will show that SKR and his friends have good intentions and are ready to take care of shareholders)

3. SAT will not give favorable verdict and SKR and his friends will cause the company to delist.
(Buyback or other things will not work because they will show that the they were not able to recover the business and say it will go out of business etc)

4. SEBI/Government will intervene like it did with Satyam and arrange some party to buy BCG.
(Satyam was a major IT company which employed thousands of employees but BCG is not similar to Satyam and also, our country has grown a lot since then. There was a recession also happening when Satyam case happened)

5. Shareholders appoint an independent director and get the management to fix the company.

(I don’t see the current situation changing even if this happens as independent directors can’t change much)

6. Majority of the shareholders vote out the current board/management and appoint a new board and management.
(This is an herculean task for retail investors and this works mostly when there are big institutions holding shares. The hard fact is that no one cares about retail investors and this also involves money and resources which retail investors can’t afford)

Also, I don’t see any other company buying BCG because if anyone was interested, they’d have already bought it by now and many adtech companies went out of business or were sold for peanuts and no one came to rescue those companies. It’s a very dynamic industry which requires different skills which I’ve already mentioned many times before. Many people think adtech companies as typical IT companies but in reality it’s far from that. Every industry/company will have it’s pros and cons. I’m not saying adtech CEOs are better than other CEOs but I’m just saying running adtech companies requires different skills and mindset. IT is mostly stable and you get good free cash flow to do buyback or pay dividends but adtech companies should always invest in technology and will always have difficult period as one bad decision will make the company go out of business. Check what’s happening with Perion Network recently.

I’ll let SEBI and SAT decide what to do with SKR. I want the company to come out of the mess created by SKR and I want all shareholders to get good value for their stocks which they bought with their hard earned money. If SKR really cares about shareholders then he should let go of his ego and should take decisions which will benefit all shareholders.

[Logan]

The presentation looks good but I don’t see the difference between this and the old presentations about Brightcom. They started the subsidiary recently but they’re claiming that they are already working with leading brands/advertisers and publishers and are saying that in future their plan is to continue many things. Also, if those companies were already clients of Brightcom then are they agreeing to be partners with Brightcom (Trenova) in new regions – APAC and EMEA? If that is the case then why not use the Brightcom brand only?

Also, we want more details and not just PPTs. We saw many PPTs on audio ads but looks like it’s completely dead (as mentioned few times before).

We want details like how many people have they hired, how many employees are on roll, where’s the website, is the new company handled by the Israeli team (with 44 Ventures) or is it handled by a different team or a new team?

Most importantly, since it’s a new company, will they appoint a reputed auditor to audit the financials? Will they concentrate more on our country or only other parts of APAC?

[Logan]

I’d like to clearly mention that I will never support anyone who criticizes SEBI in BCG’s case. I respect and appreciated @vidyashankar’s efforts in making the management share results but I’ll never support his stance on SEBI.

Also, I don’t understand why someone would criticize SEBI when all the fault is with SKR. It’s him who went against the rule of law and committed fraud. He’s the one who submitted forged documents and he’s the one who lied about many things.

[Logan]

@vidyashankar sir, please be informed that I don’t have access nor authorization to delete your posts in this forum. Please don’t use my name to share something that’s false (I’m talking about one of your posts in MMB). If you need any clarifications or assistance regarding your posts then please reach out to the admin.

Also, I don’t have any agenda like you’re imagining. Is it fair that you can criticize the company/SKR whenever you want but we shouldn’t criticize them just because you have changed? Yesterday I criticized them because they were no updates or actions from them but today I appreciated them because they shared an update and showing intent to take actions. It’s simple as that. My views and opinions change based on actions taken by the management (or lack thereof).

I remember you were criticizing SKR and the company constantly before. You even were saying that you’d fight to get him extradited. What happened to all that?

What agenda did you have back then? So, is it only you can change but others can’t? You can change whenever you want but others should just follow you? We should be happy if you’re happy and we should be sad if you’re sad? What if you start criticizing the company again? Should we also do that?

It looks so silly and immature that if someone criticizes the company then they must be having some agenda. I don’t know when you started investing in BCG but most of us are veteran investors and some investors who are criticizing have held shares for more than a decade. We deserve to share our views and opinions when we have been through hell all these years. Every shareholder has put their hard earned money and we expect the company to look after the interests of shareholders. It’s the bare minimum that they can do.

I continue to respect you and appreciate your work. Thank you.

[Logan]

The company has shared a PPT about updates and plans, titled Weekly Updates. It’s good to see that they’ve applied for revocation of suspension of trading. They’ve also mentioned that they’re finalizing paperwork for conducting AGM. This is a good update.

This is what we need from them, regular updates on where the company stands and the progress happening. If they do this regularly and take actions then our frustrations will also reduce.

[Logan]

Yes, all the problem is happening because of shareholders who imagine everything and accuse innocent and down to earth SKR who didn’t do anything wrong. All the progress is happening in the company and the CEO, CFO, CS are all working very well, sharing everything with the auditor and auditors haven’t resigned, we’ve only imagined that just like we imagined many board member resigning. There’s no suspension of trading also as trading is happening everyday, it’s just that we are imagining that it’s not happening which is the actual problem.

SKR informed the market immediately when the FA news came, he didn’t lie about his shareholding, he didn’t give away free shares and his friends didn’t make thousands of crores not paying a single rupee, SKR didn’t do forgery. We all are imagining that.

Wait a minute, is it true or am I just imagining that someone else also was very critical on SKR very recently? They were calling SKR SOAB also. Even I’m very angry at SKR and very critical also but I haven’t used that type of word.

They’ve made a complete U-turn now. It’s noble when they criticize but it’s a crime when others do it. This holier than thou attitude is the reason for causing division.

[Logan]

It’s sad to see that one person’s (SKR) ego, selfishness and recklessness is creating division and enmity among shareholders. It’s good to have debate and different views and opinions but division and enmity among shareholders is never good.

More than 95% of my time as a shareholder of BCG has been spent without calm or peace and the past one year has been a nightmare and it’s all because of one man. I don’t know when this nightmare will end and when shareholders will see good days. I hope it comes sooner but that man (SKR) will not let it happen if he’s not in control and he’d be okay to see lakhs of shareholders suffer than do the right thing.

[Logan]

@vidyashankar sir, maybe my mind needs mending but who will mend SKR’s mind/brain which is what’s needed the most, he’s the person who was supposed to look after the interests of shareholders but seems like he’s looking only after his interests and he’s least bothered about shareholders, who will fix that?

Everyone knows that two wrongs don’t make a right but SKR is trying to do that now and and he does that all the time. He’s the type of person who sees a big hole when it’s dark (night) but goes and falls in it when there’s light (day time).

You’re saying that all old wrongs can be corrected but my point is why do that wrong thing in the first place? If it were the first time then I’d have understood but we have seen many such examples of him doing something wrong and try to correct it later. He has the experience with the LGS debt, Lycos case with Daum, etc but still he hasn’t learned anything from the past. Lycos case went on for more than 6 years and if we leave it to him, he’ll drag this also for years and the company will be like a headless chicken running all over the place with no direction.

If he really didn’t do anything wrong then he wouldn’t have resigned and would’ve appealed at the SAT immediately. Why did he take 3-4 months to appeal? If he appealed immediately then he would’ve continued for few months and could’ve reduced the dependency on him and the revenues and profits wouldn’t have declined so much.

His friends sold (dumped) all their shares at higher prices as soon as their lock in ended and lakhs of shareholders who bought those shares trusting him are suffering now and seems he’s least bothered about the plight of those shareholders.

They couldn’t even declare results on time, still there’s no update on shareholding pattern and many things are pending and we’re not seeing any intent from them on resolving the pending issues sooner.

Maybe I’m emotional and maybe this is also a rant but whatever I’m saying is not false. Anyways, everyone has their own opinions and you can ignore my opinions/rants if you think those don’t make sense. I only want what all the shareholders want – BCG coming out of the current situation and having good future. I know you’re putting efforts to get the company out of the current situation and you’ll always have my respect and appreciation for that. Thank you.

[Logan]

Thanks @vidyashankar sir.

I don’t know whether SKR is right or wrong but looking at the developments happening, it looks like he made a big mess of the whole situation instead of doing it in a simple way and it’s the shareholders who are suffering because of his actions. See how much bad press the situation has created and everyone is making fun of the company everywhere.

He should’ve been straight forward and running a global company, he should know that honesty is the best policy, and following that is the best approach. (It was the best approach 1000 years back and it’ll be the best approach 1000 years from now also).

I feel that he’s someone who shoots himself in the foot and later goes to the doctor and says everything is fine but the doctor might say otherwise and the doctor might say they may have to remove his leg. My point is, why do something which looks messy initially from day one and then try to fix it after executing it? He need not have to execute that only. He could’ve taken tens/hundreds of crores salary and paid back all his debt. He could’ve subscribed to ESOP and gotten good shareholding also. 2% holding without trouble and anxiety is better than 20% holding with lots of trouble and having the feeling all the time that you might lose it anytime because of the shortcut route taken.

[Logan]

Thanks @vidyashankar sir for the updates. I understand that you can’t share more details considering the sensitive nature of the topic.

I’d like to thank you and the other members of the BGSHA for all your efforts and hard work. Please contribute more in this forum and share details which you think can be shared.

[Logan]

Thanks @vidyashankar sir for the updates.

I have few follow up questions on the above. Request you to please share your opinions on those and also, if you don’t mind, can you please share more details on your interactions with the board/management?

(I know it’s not fair that I’m not doing anything but just sitting at home and asking you questions on few topics where you and others have put so much effort and hard work but it’d be very helpful for many shareholders and we will forever be grateful to you if you can share your opinions on those topics)

If SKR did everything legally then why did he resign when the order came? He could’ve replied to SEBI and appealed at the SAT immediately, right?

What about shares to himself through LLPs? Did he pay money to the company to get those shares?

There’s no law saying that you shouldn’t give shares for debt but here we’re talking about personal debt and not the company debt. If it were the company’s debt then he can argue but here he gave shares for people from whom he had taken personal loan. Why wasn’t this informed to shareholders?

Regarding forgery, he and the CFO both showed documents which were forged. For example, Mr Shankar Sharma paid money in the later months but they showed that they received money from him in March.

Another question on a different topic, I can see on NSE that the company hasn’t even paid the listing fee, do you know anything about this?

Thanks in advance.

[Logan]

@vidyashankar, I have few questions on PW and other topics, please share your opinions on those. It’d be better for everyone if you can answer these here in this forum instead of on telegram or other channels because most of us are not there on other channels.

1. I’m guessing SKR might show that the company received money from some of the PW allottees through him and that he gave them shares (as per confirmatory order issued by SEBI) but that is not fair for shareholders and isn’t ethical also. He can’t just give away shares to whoever he wants and a proper process has to be followed and should be approved by the shareholders. He didn’t want to give cash to them because that would hurt cash flow, okay that’s fair but why not give them shares following proper procedure? That money would be considered as debt and should’ve been converted to equity.

2. Why did he give away shares to people from whom he had taken personal loans? He was a CEO and chairman but that didn’t give him the right to do whatever he wanted. Like mentioned above, this is not fair or ethical.

3. If the company did receive money then why did he do forgery and not tell the truth?

4. You’ve mentioned that there’s no BCG without SKR but what if he doesn’t get a favorable verdict from SAT? What’s the plan B? Will the company go out of business in that case? Why didn’t he appoint or nurture someone to be his successor in case of bad events?

[Logan]

@vidyashankar, what if the SAT agrees with SEBI and bans SKR for say 3-5 years (or maybe more)? What plans does the company have in that case? What is the Plan B or C or D? Will the company go out of business?

The fraud which SKR has committed is not small and can’t be gotten away just by showing that there’s dependency on him. Can he show the money which the company didn’t receive for PWs?

The dependency shows one very important point which we have to consider, how can a person who has so much dependency on him commit such frauds knowing that if he gets caught the whole company will not survive? How can he be so reckless and put lakhs of shareholders in danger? I was one of the biggest supporters of SKR before but I can’t digest the fact that he’s blackmailing us and telling us that the company will survive only if he’s back. That’s not a trait of a good leader.

One realistic option which the company has is that it has to move on from SKR and considering the dependency on him and the interests of lakhs of shareholders, he can become a consultant now and depending on what judgement SAT/SEBI give, he can come back to the company later.

[Author]

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