B.A.G. Films and Media Ltd

AGM notice and PAN/KYC updates

• AGM of B.A.G. Films and Media Limited scheduled Sept 17, 2026 at 4:00 PM IST via VC/OAVM.
• Notice and Annual Report for FY2025-26 accessible via web-links.
• Notice and Annual Report downloadable from bagnetwork24.in.
• Shareholders with unregistered emails must update PAN/KYC and Nomination as per SEBI circular.
• Forms ISR-1, ISR-2, and SH-13/ISR-3 required for PAN/KYC and nomination updates.
• Submit documents to Alankit Assignments Limited (RTA) or via its e-kyc portal.
• Physical folios to submit ISR-1/ISR-2/SH-13/ISR-3 with supporting documents.

AGM details

• Date/time/mode: 17 September 2026, 4:00 PM IST, VC/OAVM.
• VC/OAVM format; deemed venue at registered office.
• Record date closure: 11 September 2026 to 17 September 2026.
• Cut-off for voting: 10 September 2026.
• Remote e-voting window: 13–16 September 2026.

Key resolutions

• Adopt Audited Financial Statements including Consolidated (ordinary).
• Re-appoint Sudhir Shukla as Director (retiring by rotation).
• Re-appoint Chandan Kumar Jain as Independent Director for second term (May 2027–May 2032).
• Approve material related party transaction with News24 Broadcast India Limited up to ₹145 crore.
• Approve material related party transaction with E24 Glamour Limited up to ₹103 crore.
• Approve material related party transaction with Skyline Tele Media Services Limited up to ₹32 crore.
• Approve material related party transaction with B.A.G. Live Entertainment Limited up to ₹100 crore.
• Approve related party transaction between News24 and BLEL up to ₹70 crore.
• Approve related party transaction between News24 and Skyline Tele Media Services Limited up to ₹20 crore.
• Approve related party transaction between News24 and B.A.G. Convergence Limited up to ₹50 crore.
• Approve related party transaction between E24 Glamour Limited and BLEL up to ₹30 crore.
• Approve related party transaction between E24 Glamour Limited and Skyline Tele Media Services Limited up to ₹30 crore.
• Approve related party transaction between E24 Glamour Limited and B.A.G. Convergence Limited up to ₹30 crore.

Director changes

• Sudhir Shukla to be re-appointed as Director (retiring by rotation).
• Chandan Kumar Jain to be re-appointed as Independent Director for second term (May 2027–May 2032).

Related party transactions overview

• News24: RPT with News24 Broadcast India Limited up to ₹145 crore.
• E24: RPT with E24 Glamour Limited up to ₹103 crore.
• STMSL: RPT with Skyline Tele Media Services Limited up to ₹32 crore.
• BLEL: RPT with B.A.G. Live Entertainment Limited up to ₹100 crore.
• News24–BLEL: RPT up to ₹70 crore.
• News24–STMSL: RPT up to ₹20 crore.
• News24–BCL: RPT up to ₹50 crore.
• E24–BLEL: RPT up to ₹30 crore.
• E24–STMSL: RPT up to ₹30 crore.
• E24–BCL: RPT up to ₹30 crore.

Financials

• Standalone total income ₹4,411.50 lakh; up 15.5% YoY.
• Standalone EBITDA ₹894.64 lakh; PBT ₹425.80 lakh; PAT ₹380.23 lakh.
• Consolidated total income ₹15,121.99 lakh; EBITDA ₹1,895.06 lakh; PAT ₹504.02 lakh.
• Standalone EPS ₹0.20; Consolidated EPS ₹0.27.
• Dividend for 2025-26: Nil.

Segments & operations

• Primary segments: AV Production, Leasing, FM Radio, FM Radio Podcast, TV Broadcasting, Content Syndication.
• TV Broadcasting leads segment revenue; AV Production also contributing meaningfully.
• Segment revenues: AV Production ₹1,880.34 lakh; Leasing ₹183.21 lakh.
• FM Radio ₹483.99 lakh; FM Radio Podcast ₹323.36 lakh; Content Syndication ₹910.22 lakh.

Capital structure & dividends

• Equity share capital at 31 Mar 2026: ₹4,152.66 lakh (20.7718 crore shares).
• Promoters hold 49.37%; public 50.63% as of 31 Mar 2026.
• Warrants: 20,000,000 issued; 9,800,000 exercised; 10,200,000 outstanding.
• Upfront funds from warrants ₹41.25 crore; total funds via warrants ₹60. there is ₹210.38 lakh recognized as Money Received against share warrants.

AGM & governance

• 33rd AGM scheduled 17 Sep 2026; VC/OAVM.
• Item 3: Re-appoint Chandan Kumar Jain as Independent Director for term May 2027–May 2032.
• Item 4–13: Material RPT approvals with News24, E24, STMSL, BLEL, BCL; thresholds listed in notice.
• Sudhir Shukla reappointed as Director; Chandan Jain reappointed as Independent Director.
• Notice and Annual Report sent electronically; e-voting through NSDL; cut-off 10 Sep 2026.

Related party transactions

• RPT framework and omnibus approvals in place; policy updated Jan 2026.
• Aggregate proposed RPTs for 2026-27 include multiple counterparty limits (e.g., News24 ₹145 Cr, E24 ₹103 Cr).
• Audit Committee approvals and Board recommendations for RPTs; related party disclosures aligned with SEBI guidelines.

Subsidiaries & investments

• Material subsidiaries: News24 Broadcast India Limited (53.82%), E24 Glamour Limited (67.22%).
• Skyline Radio Network Limited (71.05%); BAG Network Limited (100%).
• BAG Network Limited not operational; News24 MPCG included under News24 group.
• Promoter/Board interlocks: key KMPs hold stakes in News24, E24, STMSL, BLEL per notice.

Auditors & internal controls

• Statutory auditors: Joy Mukherjee & Associates; unqualified audit opinion.
• Secretarial auditors: Balika Sharma & Associates; no qualifications.
• Internal controls over financial reporting effective; separate ICFR report issued.

Risks & outlook

• Industry outlook: Indian M&E to grow ~6.8%-7.2% in 2026-27; digital drives growth.
• Digitalization, AI adoption, and regional content expansion are key growth drivers.

AGM Details

• 33rd AGM to be held on 17 Sep 2026 at 4:00 PM IST through VC/OAVM.
• Record date for voting: 10 Sep 2026; e-voting window: 13-16 Sep 2026.
• E-voting services provided by NSDL.

AGM Details

• 33rd AGM scheduled for 17 Sep 2026 at 4:00 PM via VC/OAVM.
• Book closure from 11 Sep 2026 to 17 Sep 2026 (both days inclusive).
• E-voting cutoff fixed at 10 Sep 2026 to identify eligible shareholders.

Deviation & utilisation status

• Confirmation of no deviation or variation in utilisation of proceeds for quarter ended June 30, 2026.
• Mode of fund raising not disclosed in the filing.
• Amount raised and date of fund raising not disclosed.
• Audit Committee reviewed the statement; Annexure A attached.
• Monitoring agency involvement not mentioned.
• Status of fund utilisation: no deviation reported for the period.

Financial results

• Unaudited standalone and consolidated results for quarter ended June 30, 2026 approved.

Annual General Meeting

• 33rd AGM to be held Sept 17, 2026 via VC/OAVM.
• Cut-off date for voting: Sept 10, 2026.

Director appointment

• Re-appoint Independent Director Chandan Kumar Jain for second term (May 30, 2027–May 29, 2032), subject to Special Resolution.

Capital raise and fund deployment

• All 20,000,000 warrants issued to promoter group converted into equity shares.
• Total funds raised: Rs 1,650 lakh.
• Upfront 25% received on Mar 19, 2026.
• Balance 75% received against 9.8m shares (Mar 28, 2026) and 10.2m shares (Jun 27, 2026).
• Utilised funds: Rs 1,018.88 lakh; unutilised balance: Rs 631.12 lakh.
• Utilisation by category: Expansion Rs 211.50 lakh; Projects Rs 412.50 lakh; General Corporate Purpose Rs 194.88 lakh.

Listing approvals and preferential issue

• Final listing and trading approvals received from BSE and NSE on Aug 12, 2026.
• 10,200,000 equity shares of Rs 2 with Rs 6.25 premium issued to Promoter Group.
• Conversion of warrants into equity shares; issue price Rs 8.25 per share.
• Distinctive numbers range from 207718091 to 217918090; ISIN INE116D01028.
• Date of allotment: 27 June 2026.
• Lock-in until 26 February 2028 for promoter shares.
• Shares rank pari-passu with existing equity shares.
• Effective listing date: 13 August 2026.