BAG Films to hold EGM on Feb 11; decisions on fundraising likely

BAG Films and Media Limited has announced that it will hold an Extraordinary General Meeting (EGM) on February 11, 2026, to raise ₹16.50 crore (approximately $1.65 billion). The meeting will be held entirely online via video conferencing and other audio-visual means, starting at 4 pm, the company has shared issuing a notice to investors and the stock market.

The company informed both the BSE and NSE stock exchanges that shareholders will be asked to approve a special resolution at this General Meeting (EGM) to issue fully convertible warrants to the promoter group.

BAG Films proposes to issue a total of 20 million fully convertible warrants to Skyline Tele Media Services Limited, a promoter group entity. Each warrant will be convertible into one equity share at a later date. The face value of these shares will be ₹2, while the issue price has been fixed at ₹8.25 per share. This price includes a premium of ₹6.25 per share. If all warrants are converted into shares, the company will receive a total consideration of ₹16.50 crore.

According to SEBI regulations, investors must deposit 25 percent of the total amount upon allotment of warrants, while the remaining 75 percent must be paid upon conversion into shares. The company has also clarified that warrants can be converted into shares within a maximum of 18 months. If the warrants are not exercised within the stipulated time frame, the deposit will be forfeited and the warrants will automatically expire.

The Company has also made e-voting available to shareholders. The cut-off date for this is February 4, 2026. The remote e-voting process will begin at 9:00 AM on February 7, 2026, and will continue until 5:00 PM on February 10, 2026. The technical arrangements for both e-voting and the EGM have been made through NSDL.

BAG Films also clarified that the funds raised will be used for business expansion, investment in new and existing projects, and general corporate needs. The company states that this capital will strengthen content production, infrastructure, and working capital, thereby accelerating the company's future growth.

The company has assured investors that there will be no change in the company's control or management following this fundraising. However, the promoter group's stake may increase if the warrants are fully converted. Currently, the promoter and promoter group shareholding is 46.86 percent, which could increase to approximately 51.74 percent following the warrant conversion. Public shareholding will also decrease proportionately.

The company also clarified that the proposal does not trigger the open offer requirement under SEBI's takeover regulations. Furthermore, the company or its promoters have no outstanding dues or regulatory violations.

The company said the move action is aimed at strengthening its financial position and ensuring long-term growth. This decision is in the best interest of shareholders and will provide a new direction to its media and entertainment businesses.

The Company has advised investors to carefully read the EGM notice and all documents relating thereto on the Company's official website www.bagnetwork24.in and the NSDL website.