B.A.G. Films and Media Allots 98 Lakh Equity Shares Through Warrant Conversion

B.A.G. Films and Media Limited has successfully completed the allotment of 98,00,000 fully paid-up equity shares through the conversion of warrants by its promoter group entity. The Securities Committee approved this significant capital raising exercise on March 28, 2026, marking a substantial increase in the company's equity base.

Warrant Conversion Details

Skyline Tele Media Services Limited (STMSL), a member of the promoter group, exercised its option to convert 98,00,000 warrants into equity shares. The conversion was executed at an issue price of Rs. 8.25 per share, including a premium of Rs. 6.25 per share over the face value of Rs. 2.00.

Parameter: Details Shares Allotted: 98,00,000 Issue Price: Rs. 8.25 per share Face Value: Rs. 2.00 per share Premium: Rs. 6.25 per share Amount Received: Rs. 6,06,37,500 Allottee: Skyline Tele Media Services Limited

Capital Structure Impact

The warrant conversion has resulted in a significant change to the company's capital structure. The allotment increases the total number of equity shares and enhances the paid-up capital base.

Capital Component: Before Allotment After Allotment Number of Shares: 19,79,18,090 20,77,18,090 Issued Capital: Rs. 39,58,36,180 Rs. 41,54,36,180 Subscribed Capital: Rs. 39,58,36,180 Rs. 41,54,36,180 Paid Capital: Rs. 39,58,36,180 Rs. 41,54,36,180

Promoter Group Shareholding Changes

The allotment has strengthened the promoter group's stake in the company, reflecting their continued commitment to the business.

Shareholding Metric: Pre-Allotment Post-Allotment Number of Shares: 9,27,48,182 10,25,48,182 Percentage Holding: 46.86% 49.37%

Regulatory Compliance and Framework

The allotment was executed in compliance with SEBI ICDR Regulations and the Companies Act, 2013. The conversion stems from the original allotment of 2,00,00,000 fully convertible warrants made to STMSL on March 19, 2026, issued at Rs. 8.25 each on a preferential basis through private placement.

The company received Rs. 4,12,50,000 as the initial 25% subscription amount during the original warrant allotment. The Securities Committee meeting was conducted from 4:00 p.m. to 4:40 p.m. on March 28, 2026, with proper regulatory notifications sent to both BSE and NSE.

Future Conversion Opportunity

STMSL retains the option to convert the remaining 1,02,00,000 warrants by September 18, 2027, providing an 18-month window from the original allotment date. The newly allotted equity shares rank pari passu with existing shares, carrying equal dividend and voting rights.

B.A.G. Films and Media Limited has successfully completed the allotment of 2,00,00,000 warrants convertible into equity shares to its promoter group entity, Skyline Tele Media Services Limited. The Securities Committee of the Board of Directors approved this allotment at their meeting held on March 19, 2026, following earlier exchange approvals and shareholder consent.

Warrant Allotment Details

The company has completed the warrant allotment with comprehensive specifications as outlined in the formal communication to stock exchanges:

Parameter: Details Number of Warrants Allotted: 2,00,00,000 Issue Price per Warrant: Rs. 8.25 Face Value per Share: Rs. 2.00 Allottee: Skyline Tele Media Services Limited Category: Promoter Group Total Issue Size: Rs. 16,50,00,000 Upfront Payment Received: Rs. 4,12,50,000

SEBI Takeover Regulation Disclosure

Following the warrant allotment completion, Skyline Tele Media Services Limited filed mandatory disclosure under Regulation 29(2) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure, signed by Director Vinay Kumar Srivastava on March 23, 2026, provides detailed shareholding information:

Shareholding Category: Before Acquisition After Acquisition Equity Shares: 2,72,25,524 (13.76%) 2,72,25,524 (13.76%) Warrants: Nil 2,00,00,000 (9.18%) Total Diluted Holding: 12.49% 21.67% Mode of Acquisition: - Preferential Allotment

Securities Committee Meeting Outcome

The Securities Committee meeting, which commenced at 4:00 p.m. and concluded at 4:30 p.m. on March 19, 2026, formally approved the warrant allotment. The company received Rs. 4,12,50,000, representing 25% of the total issue size, as mandated under SEBI ICDR Regulations. Company Secretary and Compliance Officer Ajay Mishra signed the formal communication to exchanges confirming the allotment completion.

Regulatory Compliance Framework

The warrant allotment was executed following comprehensive regulatory approvals and compliance requirements:

Authority: Approval Reference Date BSE Limited: LOD/PREF/GB/FIP/1902/2025-26 March 17, 2026 National Stock Exchange: NSE/LIST/53069 March 18, 2026 Shareholder Approval: EGM Special Resolution February 11, 2026

The allotment complies with Regulation 30 of SEBI Listing Regulations and Chapter V of SEBI ICDR Regulations, 2018. The disclosure filing confirms that B.A.G. Films' equity share capital remains at 19,79,18,090 shares, while the total diluted share capital increases to 21,79,18,090 shares considering the warrant conversion potential.

Capital Structure and Conversion Terms

Currently, there is no change in the company's paid-up equity share capital as the warrants remain unconverted. Each warrant entitles Skyline Tele Media Services Limited to apply for one fully paid-up equity share of face value Rs. 2.00 upon payment of the balance consideration of 75% of the issue price within a maximum period of 18 months from the allotment date. The company will apply for listing of the equity shares when allotted against conversion of the warrants, providing flexibility to the promoter group while ensuring committed capital infusion for growth initiatives.

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