B.A.G. Films and Media Limited has announced its board's approval for a significant fund raising initiative through preferential issue of warrants. The board meeting held on January 13, 2026, resulted in key decisions that will shape the company's capital structure and funding strategy.

Board Approval for Warrant Issue

The board has approved raising funds through issuance of up to 2,00,00,000 fully convertible warrants to Skyline Tele Media Services Limited, a promoter group entity. The key parameters of this warrant issue are structured as follows:

Conversion Terms and Payment Structure

Each warrant will be convertible into one equity share of face value ₹2.00 each. The warrants can be exercised in one or more tranches within 18 months from the date of allotment. The payment structure requires 25.00% of the consideration at the time of application, with the remaining 75.00% payable during conversion to equity shares. If warrants remain unexercised after 18 months, they will lapse and the 25.00% consideration paid will be forfeited by the company.

Impact on Shareholding Pattern

The warrant issue will significantly alter the shareholding structure of Skyline Tele Media Services Limited in the company:

The pre-issue holding data is based on shareholding as of December 31, 2025, and post-issue calculations assume full conversion of all warrants.

Regulatory Compliance and Approvals

The warrant issue is structured in accordance with Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The relevant date for pricing purposes under SEBI ICDR Regulations is January 12, 2026. The issue remains subject to approval from regulatory and statutory authorities, along with shareholder consent at the upcoming Extra-Ordinary General Meeting.

Shareholder Meeting Schedule

The company has decided to convene an Extra-Ordinary General Meeting on February 11, 2026, through video conferencing or other audio-visual means. This meeting will seek necessary shareholder approval for the preferential warrant issue. The board meeting commenced at 5:00 p.m. and concluded at 6:00 p.m. on January 13, 2026, with comprehensive disclosures made in compliance with listing regulations and SEBI circulars.

B.A.G. Films and Media Limited announced that its board of directors has approved a fund raising initiative worth ₹16.50 crores through the preferential allotment of fully convertible warrants. The board meeting, held on January 13, 2026, from 5:00 p.m. to 6:00 p.m., considered and approved this significant capital raising proposal under Regulation 30 of SEBI Listing Regulations.

Fund Raising Details

The company plans to issue up to 2,00,00,000 fully convertible warrants to Skyline Tele Media Services Limited, a promoter group entity. Each warrant is priced at ₹8.25 and can be converted into one equity share with a face value of ₹2.00. The issuance will be conducted on a preferential basis in accordance with Chapter V of the SEBI ICDR Regulations.

Shareholding Impact

The preferential allotment will significantly alter the shareholding pattern of Skyline Tele Media Services Limited in B.A.G. Films and Media Limited. Based on shareholding data as of December 31, 2025, the promoter group entity's stake will increase substantially upon full conversion of the warrants.

Conversion Terms and Timeline

The warrants come with specific conversion terms designed to provide flexibility to the warrant holder. Each warrant can be converted into equity shares within a defined timeframe, with structured payment terms to facilitate the conversion process.

Key conversion features include:

• Exercise Period: 18 months from the date of allotment
• Payment Structure: 25% consideration payable at application, remaining 75% at conversion
• Conversion Flexibility: Rights can be exercised in one or more tranches
• Forfeiture Clause: Unexercised warrants will lapse after 18 months, with 25% consideration forfeited

Regulatory Approvals and Next Steps

The fund raising proposal requires multiple approvals before implementation. The company has scheduled an Extra-Ordinary General Meeting (EGM) on February 11, 2026, to be conducted through video conferencing for seeking shareholder approval. The relevant date for pricing purposes under SEBI ICDR Regulations has been set as January 12, 2026.

The proposal remains subject to approval from regulatory and statutory authorities, along with other necessary permissions and sanctions as may be required under applicable laws.