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.

B.A.G. Films and Media Limited has scheduled a board meeting for January 13, 2026, to deliberate on a significant fund raising proposal. The company notified both BSE Limited and National Stock Exchange of India Limited about this upcoming meeting through an official communication dated January 5, 2026.

Board Meeting Agenda

The primary focus of the board meeting will be to consider, evaluate, and approve a comprehensive fund raising proposal. The company plans to explore multiple avenues for raising capital through securities issuance.

Fund Raising Structure

The board will evaluate raising funds through various mechanisms, including preferential issue of securities or through any other permissible mode, or a combination thereof. This comprehensive approach provides the company with flexibility in structuring the fund raising exercise based on market conditions and regulatory requirements.

The proposal is subject to obtaining necessary statutory and regulatory approvals, including shareholder approval where applicable. This ensures compliance with all relevant regulations governing securities issuance in India.

Trading Window Restrictions

In accordance with regulatory requirements, the company has implemented trading window restrictions for designated persons. The trading window for dealing in company securities by designated persons and their relatives remains closed from January 1, 2026.

This closure aligns with the company's previous intimation dated December 26, 2025, and complies with SEBI (Prohibition of Insider Trading) Regulations, 2015, and the company's internal Code on Prohibition of Insider Trading.

Regulatory Compliance

The notification has been issued under Regulation 29(1)(d) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015. The company has made this information available on its official website at www.bagnetwork24.in , ensuring transparent communication with all stakeholders.

Company Secretary and Compliance Officer Ajay Mishra signed the official communication, which was digitally authenticated on January 5, 2026, demonstrating the company's commitment to proper governance and regulatory compliance.