Shareholders meeting

B.AF.iGl.am nsMd e dLiiam ited "CLI7N4:8 99DL1993PLC051841" Corp.:FO Cf-fS2ie3cc,1et 6 oAr, FiCltimyN ,o i2d03a10 1 Tel. :0 142600 2424 E-Mai:il n fo@bagnetwork.in Websi:wt wew .bagnetwork24.in BAG/STX/lette/Ar M/s63/ 2026-27 Augus2t4 2,0 62 IT o, To, CorpoRrealtaet iDoenpsahritpm entL istCionmgp liDaenpcaer tment BSEL imited, NatioSntaolcE kx chanogfIe n diLai mited PhirJoezeej eeTbohwoeyr s, ExchaPnlgaez a, Bandra-Kurla Complex, Bandra DalSatlr eMeutm bai0-0410 0 (E)M,u mbai0-5410 0 ScrCiopd e5:3 2507 SYMBOBLA:G FILMS SubI:n timaotfiN oont iocfe3 3rdA nnuaGle nerMaele tionfgt heB .A.FGi.l masn dM edia Limited DeaSri r/Madam, PursutaoRn etg ul3a0tr ieoawndi tPha rAao fP arAor f S echeIdIuaIln eod t haeprp lipcraobvlieos fti hoen s SEB(IL isOtbilnigg aatnidDo inssc lRoesquurier eRmeegnutlsa)2t 0i1o(5n",st ,Sh EeBL Ii stRienggu lations"), asa mendpelde,af siene dn clohseerde wtihNteoh t iccoen vetnhi3en3r gdA nnuGaeln eMreaelt ("iAnGgM ") ofM embeorfts h Be. A.FGi.l amnsdM ediLai mi(t"eCdo mpasncyh"e)d tuolb eehd e lodnT hursday, Septem1b7e2,r0 26a,t4 :0P0. M{.1 STt)hr oVuigdhCe oon ferencingA(u'dVViCio's )uM/aeOlat nhse r ('OAViMna' c)c ordwaintctheh ea pplipcraobvlieos fit ohneCs o mpanAicet2s,0 13t,h eS EBLIi sting RegulaCtiirocnusil,sa srubsey td h Mei niosftC royr poArfaftaeai nrdSs e curaintdEi xecsh aBnogaero df India. ThNeo tiocf3e 3r dA GMi sav ailoantb hlCeeo mpanwye'bssa itt:e https://bagnetworFki2l4am.nsidM n e/dpidafl/iNBmo.itAtio.ecfG3de .3 rdAGM.pdJ Thiissf oyro uirn formaantrdie ocnop rlde ase. ThankYionug Yousrisn cerely FoBr. A.FGi.l amnsd M ediLai rn,10 (AjMaiys hra) CompaSneyc ret&a ry CompliaOnfcfei cer Encal/:a CCN:a tiSoencaulr DietpioessiL tiomri(tyNe SdD L) imseos- llMRIMADI"O - DHAMAL ThiF11ikn l RegOdff.i 3c5eA2:g, g aPrlwaaPzllaN o,ot .K 8o,n dlDie,lN heEiDwa,e s l-th1 i1 0096 Mumbai 3O03ff9ri,Fdc l eoA:on rjc,ao nmip Alnedxh,e rRio-aAKdnu,dr hEleaarsM itu ,m bai-M4a0h0a0r8a9s,h tra B.A.G. FILMS AND MEDIA LIMITED CIN: L74899DL1993PLC051841 Reg. Off: 352, Aggarwal Plaza, Plot No. 8, Kondli, East Delhi, New Delhi-110096 Corporate Off: FC-23, Film City, Sector-16A, Noida-201301, (U.P.) Tel: 91 120 460 2424, E-mail: info@bagnetwork.in Web: www.bagnetwork24.in NOTICE OF 33RD ANNUAL GENERAL MEETING Notice is hereby given that the 33rd Annual General Meeting Regulations and is eligible for re-appointment under the (“AGM”) of Members of B.A.G. Films and Media Limited provisions of the Act, the Rules made thereunder and (“Company”) will be held on Thursday, September 17, 2026 the SEBI Listing Regulations, and in respect of whom the at 4:00 P.M. (IST) through Video Conferencing/Other Audio Company has received a notice in writing under Section Visual Means (‘VC/OAVM’) to transact the following business: 160(1) of the Act proposing his candidature for the office ORDINARY BUSINESS: of a Director, as an Independent Director, not liable to retire by rotation, to hold office for a second term of five 1. Adoption of Audited Financial Statements consecutive years commencing from May 30, 2027 up to To receive, consider and adopt the Audited Financial May 29, 2032, (both days inclusive). Statements (including Consolidated Financial Statements) RESOLVED FURTHER THAT the Board of Directors of of the Company for the financial year ended March 31, the Company (including its Committee thereof) or the 2026 together with the Reports of the Board of Directors Company Secretary be and is hereby severally authorised and Auditors thereon. to do all such acts, deeds, matters and things as may be 2. Appointment of Mr. Sudhir Shukla (DIN: 01567595) as necessary, expedient and desirable for the purpose of a Director, liable to retire by rotation giving effect to this resolution.” To appoint a Director in place of Mr. Sudhir Shukla (DIN: 4. Approval of Material Related Party Transaction(s) 01567595) who retires by rotation, and being eligible, with News24 Broadcast India Limited offers himself for re-appointment. To consider, and if thought fit, to pass with or without SPECIAL BUSINESS: modification(s), the following resolution as an Ordinary 3. Re-appointment of Mr. Chandan Kumar Jain (DIN: Resolution: 09605901) as an Independent Director of the “RESOLVED THAT pursuant to Regulation 23 and all Company other applicable Regulations, if any, of the Securities To consider and, if thought fit, to pass with or without and Exchange Board of India (Listing Obligations and modification(s), the following resolution as a Special Disclosure Requirements) Regulations, 2015 (the “SEBI Resolution: Listing Regulations”), and all applicable provisions of “RESOLVED THAT pursuant to the provisions of Sections the Companies Act, 2013 (the “Act”) and Rules made 149, 150 and 152, Schedule IV and other applicable thereunder, including any statutory amendment(s), provisions, if any, of the Companies Act, 2013 (the “Act”) modification(s), clarification(s), substitution(s) or re- and the Rules made thereunder, and the applicable enactment(s) thereof for the time being in force and as provisions of SEBI (Listing Obligations and Disclosure amended from time to time, Company’s Policy on Related Requirements) Regulations, 2015 (the “SEBI Listing Party Transactions and on the basis of the approval and Regulations”) (including any statutory modification(s) recommendation of the Audit Committee and Board of or re-enactment thereof for the time being in force), the Directors, the consent of the Members be and is hereby provisions of the Articles of Association of the Company accorded to the Board of Directors (the “Board”, which shall and based on the recommendations of the Nomination be deemed to include a Committee of the Board) to enter and Remuneration Committee and the Board of Directors into and/or continue arrangement(s)/ transaction(s)/ of the Company, approval of the Members be and is contract(s) or otherwise with News24 Broadcast India hereby accorded for re-appointment of Mr. Chandan Limited (News24), a subsidiary of the Company and a Kumar Jain (DIN: 09605901), who was appointed as an related party, as defined in the SEBI Listing Regulations Independent Director of the Company at 29th Annual and the Act, whether by way of continuation(s) or General Meeting of the Company held on August 29, 2022 renewal(s) or extension(s) or modification(s) of earlier and who holds office of Independent Director upto May arrangement(s) / transaction(s)/ contract(s) or as fresh 29, 2027 and who has submitted a declaration that he and independent transaction(s) or otherwise, for the meets the criteria of independence under Section 149(6) financial year 2026-27, as detailed in the explanatory of the Act and Regulation 16(1)(b) of the SEBI Listing statement forming part of this Notice, whether taken Annual Report 2025-2026 individually and/or in aggregate shall not exceed ₹145 exceed ₹103 Crore (Rupees One Hundred and Three Crore Crore (Rupees One Hundred and Fourty-Five Crore Only), notwithstanding that such transactions are in the Only), notwithstanding that such transactions are in the ordinary course of business and will be undertaken on an ordinary course of business and will be undertaken on an arm’s length basis. arm’s length basis. RESOLVED FURTHER THAT for the purpose of giving RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution, the Board be and is hereby effect to the above resolution, the Board be and is hereby authorised to execute all such agreements, documents, authorised to execute all such agreements, documents, instruments and writings as deemed necessary, with instruments and writings as deemed necessary, with power to alter and vary the terms and conditions of power to alter and vary the terms and conditions of such contracts/ arrangements/ transactions, settle all such contracts/ arrangements/ transactions, settle all questions, difficulties or doubts that may arise in this questions, difficulties or doubts that may arise in this regard. regard. RES [Showing first 8,000 characters — download PDF for full document]