B.A.G. Films and Media Ltd

Appointment details

• Ayush Mishra (ICSI ACS 81466) appointed Company Secretary of News24 Broadcast India Limited, effective 13 October 2026.
• Appointment complies with Regulation 30 of SEBI LODR and Companies Act provisions.
• Disclosures under Regulation 30 attached as Annexure-A.

B.A.G. Films and Media Limited — Trading Window closed from October 1, 2026 until 48 hours after the unaudited results for the quarter and six months ending September 30, 2026.

AGM Details

• AGM held in Sep 2026 via Video Conferencing / Other Audio Visual Means.
• Record date and shareholder base noted in the notice.
• Resolutions passed by requisite majority; results to be hosted on company and NSDL sites.

Key Resolutions

• Adopt Audited Standalone and Consolidated Financial Statements and reports.
• Re-appoint Sudhir Shukla as Director by rotation.
• Special resolution: Re-appoint Chandan Kumar Jain as Independent Director.
• Approve related party transactions with News24 Broadcast India Limited.
• Approve related party transactions with E24 Glamour Limited.
• Approve related party transactions with Skyline Tele Media Services Limited.
• Approve related party transactions with BAG Live Entertainment Limited.
• Approve related party transactions between BAG Live Entertainment Limited and News24 Broadcast India Limited.
• Approve related party transactions between Skyline Tele Media Services Limited and News24 Broadcast India Limited.
• Approve related party transactions involving BAG Convergence Limited and Skyline Tele Media Services Limited.

Voting Results

• All resolutions passed with requisite majorities.
• Overall in-favour percentages indicate broad shareholder support for each resolution.
• Material Related Party Transactions approvals attracted high in-favour votes (roughly 88–99%).

Directors / Appointments

• Sudhir Shukla re-appointed by rotation.
• Chandan Kumar Jain re-appointed as Independent Director (Special).

Related Party Transactions

• News24 Broadcast India Limited: material related party transaction approved.
• E24 Glamour Limited: material related party transaction approved.
• Skyline Tele Media Services Limited: material related party transaction approved.
• B.A.G. Live Entertainment Limited: material related party transaction approved.
• Between BAG Live Entertainment Limited and News24 Broadcast India Limited: approved.
• Between Skyline Tele Media Services Limited and News24 Broadcast India Limited: approved.
• Between E24 Glamour Limited and BAG Live Entertainment Limited: approved.
• Between BAG Convergence Limited and Skyline Tele Media Services Limited: approved.

AGM Details

• Date and time: 17 Sep 2026, 4:00 PM IST.
• Mode: VC/OAVM.
• Voting cut-off date: 10 Sep 2026.
• Voting results to be intimated separately.

Resolutions

• Thirteen ordinary and special resolutions placed for approval.

Voting results

• Results to be declared within two working days.
• Consolidated Scrutinizer's Report to exchanges and website.

Governance

• Ms Balika Sharma appointed Scrutinizer for voting.
• AGM proceedings webcast on NSDL platform.

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.