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B.A.G. Films & Media Ltd Proxy Solicitation & Information Statement 2026

Feb 25, 2026

60282_rns_2026-02-25_81778f7b-f7de-413e-9410-d7e94c550096.pdf

Proxy Solicitation & Information Statement

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BAG

B.A.G. Films and Media Limited "CIN: L74899DL 1993PLC051841" FC-23, Sector 16A, Film City, Neida 201 301 Tel.: 0120 4602424 I Fax: 0120 3911401 Mail: [email protected] www.bagnetwork24.in

BAG/STX/letters/2025-26/ AM/95 February 25, 2026

To,
Corporate Relationship Department
BSE Limited,
Phiroze Jeejeebhoy Towers,
Dalal Street, Mumbai-400 001
To,
Listing Compliance Department
National Stock Exchange of India Limited
Exchange Plaza, Bandra-Kurla Complex, Bandra
(E) Mumbai-400 051
Scrip Code: 532507 SYMBOL: BAGFILMS

Sub: Newspaper Publications- Opening of Special Window for Transfer and Dematerialisation of Physical Shares

Dear Sir/Madam,

Pursuant to the provisions of Regulation 30 of SEBI (LODR) Regulations, 2015, please find enclosed copies of the newspaper advertisements published today i.e. February 25, 2026, in Business Standard, English and Business Standard, Hindi, in connection with Notice related to opening of a special window for re­ lodgement of transfer and Dematerialisation of physical shares, in accordance with SEBI Circular No. HO/38/13/11(2)2026-MIRSD-POD/I/3750/2026 dated January 30, 2026.

The said advertisement is also available on the website of the Company at www.bagnetwork24.in

Please take the above information on record.

AJAY Digitally signed by AJAY MISHRA MISHRA Date: 2026.02.25 14:10:08 +05'30' Ajay Mishra Company Secretary & Compliance Officer

Encl: a/a

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Tlliak Finl
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RADIO- 10wu I.AG I.AG DHAMAL ■·. - iscmes LM ENTERTAINMENT CONVERGENCE

Regd. Office: 352, Aggarwal Plaza, Plot No. 8, Kondli, New Delhi-110096

8

NEW DELHI | WEDNESDAY, 25 FEBRUARY 2026 B

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JAYANT AGRO-ORGANICS LIMITED Leadership through Innovation

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CIN: L24100MH1992PLC066691 Regd. Off: 701, Tower “A”, Peninsula Business Park, Senapati Bapat Marg, Lower Parel (West), Mumbai 400 013 Email: [email protected], Website: www.jayantagro.com Phone: 022-40271300, Fax: 022-40271399

NOTICE OF POSTAL BALLOT AND E-VOTING INFORMATION NoticeisherebygivenpursuanttotheprovisionsofSection108and110oftheCompanies Act, 2013 ('the Act') and other applicable provisions, if any, read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014, Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations') and various circulars issued by the Ministry of Corporate Affairs, Government of India, and the Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India ('SS-2') and any other applicable laws, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) the Company seeks approval of the Members through Postal Ballot for the following resolutions as set out in Postal Ballot Notice dated February 06, 2026 ('Postal Ballot Notice') only by wayofelectronicsmeans('e-voting/remotee-voting'): Item Resolution Description no. 1. Alteration and adoption of new set of Articles of Association (AOA) of the Company pursuant to the CompaniesAct, 2013 2. ApprovalforincreaseinborrowingpowersoftheCompany underSection180(l)(c) oftheCompaniesAct,2013 3. Approval for creation of charge/mortgage on the assets of the Company, under Section 180(1)(a) of the Companies Special Resolution Act, 2013 4. Approval of the increase in limits of investments / loans/ guarantees/ securities under Section 186 of the CompaniesAct,2013 5. Re-appointment of Mr. Sanjay Jaysinh Mariwala (DIN: 01111537) as an Independent Director of the Company for asecondtermof5years The Company has completed the dispatch of Postal Ballot Notice on Tuesday, February 24, 2026 to those Members, whose names appear on the Register of Members as on Friday, February 13, 2026 ('cut-off date') as maintained by the Registrar to an Issue and Share Transfer Agent ('RTA') and list of Beneficial Owners received from the Depositories and who have registered their e-mail addresses with the Company / Depositories. Physical copies of the Postal Ballot Notice along with Postal Ballot forms and pre-paid business reply envelopes are not being sent to Members for this Postal Ballot in line with the exemption provided in the MCA Circulars. The documents referred to in the Postal Ballot notice are available for inspection and members seeking inspection can send an email to [email protected]. Any person who is not a memberasonthecut-offdateshouldtreatthisnoticeforinformationpurposesonly. Notice is available on the website of the Company www.jayantagro.com and websites of the stock exchanges where the equity share of the Company are listed, i.e. National Stock Exchange of India Limited ('NSE') and BSE Limited('BSE') at www.nseindia.com and www.bseindia.com respectively, and on the website of MUFG Intime India PrivateLimited('MUFGIntime'/'RTA')athttps://instavote.linkintime.co.in. Members who have not registered/updated their email addresses are requested to do so. Additionally, members who have not updated their e-mail address, PAN, contact details, bank account details, and specimen signature are requested to update the same: (i) In case of shares held in dematerialized mode, as per the process advised by the concerned Depository Participant; and (ii) In case of shares held in physical mode, by submitting a duly filled and signed Form ISR-1, ISR-2, ISR-3, or SH13, as applicable, along with the requisite documents to MUFG Intime India Pvt. Ltd., C 101, Embassy 247, L.B.S. Marg, Vikhroli (West), Mumbai - 400083, or by emailing [email protected]. The Company has engaged the services of MUFG Intime for facilitating e-voting to enable the Members to cast their votes electronically. E-voting will commence from 9:00 a.m. (IST) on Wednesday, February 25, 2026 and ends at 5:00 p.m. (IST) on Thursday, March 26, 2026. At the end of the e-voting period, the facility shall forthwith be blocked, and e-voting shall not be allowed beyond the said date and time. Only those Members whose names were recorded in the Register of Members of the Company as on the on cut-off date are entitled to cast their votes on the Resolution. Once the vote is cast, the member shall not be allowed to change it subsequently or cast the vote again. The instructions for process of e-voting, including the manner in which the members who are holding shares in physical form or who have not registered their email addresses with the company, are provided in thePostalBallotNotice. Mr.DhrumilM.Shah,holdingCertificate ofPractice No.8978orfailinghim,Mr.Dhiraj R Palav, holding Certificate of Practice No. 26159, of M/s Dhrumil M. Shah & Co. LLP, Practising Company Secretaries has been appointed as the Scrutinizer for conductingthee-votingprocessinafairandtransparentmanner. In case shareholders have any queries regarding e-voting may contact: National SecuritiesDepositoryLimited(NSDL)[email protected].:022-48867000 (in case shareholders are holding securities in demat mode with NSDL) or Central Depository Services (India) Limited (CDSL) at [email protected] or contactat1800225533(incaseshareholdersareholdingsecuritiesindematmodewith CDSL)[email protected] or contact on: - Tel: 022 - 4918 6000. (in case shareholders are holding securities in physicalmode/institutionalshareholders). The Scrutinizer will submit his report to the Chairman or in his absence to the Managing Director or Joint Managing Director or to the Whole-time Directors or to the Company Secretary of the Company after completion of the scrutiny of the e - voting, within 2 ('two') working days from conclusion of the e-voting period. The resultsofthePostalBallotalongwiththeScrutinizer'sReportwillalsobedisplayedon the website of the Company at www.jayantagro.com, on the website of RTA at https://instavote.linkintime.co.in and shall also be displayed at the Registered Office of the Company while simultaneously being communicated to NSE and BSE where the equity shares of the Company are listed. The proposed resolutions, if approved, will be taken as having duly passed on the last date specified for e-voting by the requisite majorityofMembersbymeansofPostalBallot,i.e.Thursday,March26,2026. INFORMATION REGARDING SPECIAL WINDOW FOR RE-LODGEMENT OF TRANSFERREQUESTSOFPHYSICALSHARES Special window for re-lodgement of transfer requests of physical shares: Pursuant to SEBI Circular No. HO/38/13/11(2)2026-MIRSD-POD/ I/3750/2026 dated January 30, 2026, the Company is contented to offer another one-time Special Window, for the re-lodgement of transfer deeds of Physical Shares that were lodged before April 01, 2019 and were rejected/returned/not attended due to deficiency in the documents/ process/or otherwise. This Special Window shall be open for 1 year, starting from February 05, 2026 to February 04, 2027. Kindly note that during this window, all re-lodged securities will be issued only in dematerialised (demat) form and shall be under lock-in for a period of one year from the date of registration of transfer. Such securities shall not be transferred/lien-marked/pledged during the said lock-in period. Eligible shareholders may submit their transfer request along with the requisite documents to RTA at at C-101, 247 Park, L.B.S. Marg, Vikhroli (West), Mumbai 400083. Tel: +91 22 49186000, E-mail: [email protected] withinthestipulatedtime. By Order of the Board of Directors For Jayant Agro-Organics Limited Sd/Dinesh Kapadia Place: Mumbai Company Secretary & Compliance Officer Date: February 24, 2026 Membership No. F2758

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POST BOX NO. 10077 TEL. NOS.: +91 22 22197101 THE BOMBAY BURMAH TRADING CORPORATION LIMITED Email: [email protected] Website: www.bbtcl.com Registered Office : Commercial Union House, 9, Wallace Street, Fort, Mumbai 400 001

CIN: L99999MH1863PLC000002

SAPPHIRE FOODS INDIA LIMITED Registered Office: 702, Prism Tower, A Wing, Mindspace, Link Road, Goregaon (West), Mumbai - 400062 Corporate Identification Number (CIN): L55204MH2009PLC197005 Tel. No.: 022 67522300 Email: [email protected] Website: www.sapphirefoods.in

NOTICE TO MEMBERS – POSTAL BALLOT AND E-VOTING

Members are hereby informed that pursuant to Sections 108, 110 and other applicable provisions of the Companies Act, 2013 (‘the Act’), Rule 20 and Rule 22 of The Companies (Management and Administration) Rules, 2014 (‘the Rules’), Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India read with the General Circular Nos. 14/2020 dated 8 April 2020, 17/2020 dated 13 April 2020, 9/2023 dated 25 September 2023, 9/2024 dated 19[th] September, 2024, and 03/2025 dated 22[nd] September, 2025 issued by the Ministry of Corporate Affairs (‘MCA Circulars’) and Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘SEBI Listing Regulations, 2015’) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Postal Ballot Notice along with the Explanatory Statement has been sent electronically on Tuesday, 24[th] February, 2026, to all the members whose email addresses are registered with the Corporation/ Registrar/ Depository Participants as on Friday, 20[th] February, 2026 (Cut-off Date), for seeking approval of the members of the Corporation by way of Special Resolution by voting through electronic means only (‘remote e-voting’) on the following matter:

NOTICE OF POSTAL BALLOT AND REMOTE E-VOTING INFORMATION

Notice is hereby given to the members of Sapphire Foods India Limited (“the Company”) pursuant to and in compliance with the provisions of Section 110 of the Companies Act, 2013 (“Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“Rules”), as amended from time to time and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”) for conducting postal ballot through e-voting only vide General Circular No. 14/2020 dated 8[th] April 2020, Circular No. 17/2020 dated 13[th] April 2020 read with other relevant circulars including General Circular No. 03/2025 dated 22[nd] September 2025 (including any statutory modification or re-enactment thereof for the time being in force, and as amended from time to time) and pursuant to other applicable laws and regulations, that the Company has electronically dispatched the notice of the Postal Ballot on Tuesday, 24[th] February 2026 only to those members who have registered their email address with the Company or Depository/ Depository participants as on Friday, 6[th] February 2026 (cut-off date), to transact the business as set out in the Postal Ballot Notice for seeking the approval of Members of the Company through electronic voting only (“remote e-voting”). The communication of assent or dissent of the members would take place through remote e-voting system only for the matters referred hereunder: Sr. No. Type of Resolution Brief description of the Resolution 1 Ordinary Resolution Appointment of Mr. Kushal Agarwal (DIN: 11528795) as Non-Executive Nominee Director of the Company. The Company has engaged MUFG Intime India Private Limited ( “MUFG Intime” ), its Registrar and Transfer Agent for facilitating remote e-voting to enable the Members to cast their votes electronically (“remote e-voting”). The detailed procedure for e-voting is enumerated in the Notes to the Postal Ballot Notice. The Postal Ballot Notice is available on the Company’s website www.sapphirefoods.in and website of BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”), where the shares of the Company are listed. The remote E-voting facility is available during the following period:

• Re-appointment of Mr. Ness N. Wadia (DIN: 00036049) as the Managing Director of the Corporation for a period of 5 years with effect from 1[st] April, 2026 to 31[st] March, 2031 and approving his remuneration Notice of Postal Ballot is also available on the Corporation’s website at www.bbtcl.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on National Securities Depositories Limited (‘NSDL’) website: htps://www.evotng.nsdl.com. The Corporation has engaged the services of NSDL for providing the e-voting facility to its Members.

TRP and Partners, LLP (LLP Identification No.: ACI5796), has been appointed as Scrutinizer for the Postal Ballot process, including e-voting facility.

Members of the Corporation are hereby informed and requested to note the following:

(i) The Members holding shares as on the cut-off date and have not received the Notice of Postal Ballot, may write to [email protected] and obtain the same. (ii) Members whose names are recorded in the Register of members / beneficial owners as on the cut-off date will be entitled to vote electronically on the resolution set out in the Postal Ballot Notice.

(ii) Members whose names are recorded in the Register of members / benefcial owners as on the cut-of date will be enttled to vote
electronically on the resoluton set out in the Postal Ballot Notce.
(iii) The remote e- votng facility will be available during the following votng period:
Commencement of E-votng
Wednesday, 25th February, 2026 at 9:00 A.M. IST
End of E-votng
Thursday, 26th March, 2026 at 5:00 P.M. IST
No votng shall be allowed beyond Thursday, 26th March, 2026 (5:00 P.M. IST) as the e-votng module shall be disabled for votng by
NSDL thereafer.
Commencement of Remote E-votng Wednesday, 25th February 2026 from 9.00 a.m. (IST)
Conclusion of Remote E-votng Thursday, 26th March 2026 tll 5.00 p.m. (IST)

The e-voting module will be disabled by MUFG Intime for voting thereafter. Once the vote on the resolution is cast by a member, the member shall not be allowed to modify the same subsequently. The voting rights of Members shall be reckoned as on Friday, 6[th] February 2026 which is the cut-off date. A person who is not a Member as on the cut-off date should treat the Notice of Postal Ballot for information purpose only.

(iv) Members holding shares in physical mode and who have not updated their email addresses with the Corporation are requested to update their email addresses by sharing a duly filled and signed copy of Form ISR-1 as per the format prescribed by SEBI vide its Master Circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025, with the Corporation at einward.ris@kfntech. com / [email protected] along with the copy of signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card, and self-attested copy of any document (e.g.: Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialized mode are requested to register / update their email addresses with the relevant Depository Participants. In case of any queries / difficulties in registering the e-mail address, Members may write to [email protected] & [email protected].

The Company has appointed, Mr. Alwyn D’Souza (Membership No. FCS 5559) of Alwyn D’Souza & Co., Practicing Company Secretaries and failing him Mr. Jay D’souza (Membership No. FCS 3058) of Jay D’Souza & Co., Practicing Company Secretaries as a Scrutinizer to scrutinize the Postal Ballot process in a fair & transparent manner. The results of the Postal Ballot will be announced at the registered office of the Company on or before Saturday, 28[th] March 2026 and subsequently the results shall be declared and communicated to BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”). Additionally, the results will also be uploaded on the Company’s website www.sapphirefoods.in. For details relating to e-voting and registration of email addresses for those members whose email address is not registered with the Company/Depositories, are requested to refer the postal ballot notice for detailed instructions contained therein. Members having any queries, issues or requiring any clarifications on e-voting may contact MUFG Intime India Private Limited on 022-49186000 or by email:[email protected].

(v) The result of the Postal Ballot will be announced within two working days from the conclusion of e-voting period. The results along with scrutinizer’s report shall be displayed on the website of the Corporation (www.bbtcl.com) and on the website of NSDL (htps:// www.evotng.nsdl.com) besides being intimated to BSE Limited and National Stock Exchange of India Limited.

(vi) In case of any query and/or grievance, in respect of voting by electronic means, Members may refer to the Help & Frequently Asked Questions (FAQs) and E-voting user manual available at the download section of www.evotng.nsdl.com (NSDL Website) or call on : 022 - 4886 7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at [email protected].

For Sapphire Foods India Limited Sd/Sachin Dudam Place: Mumbai Company Secretary & Compliance Officer Date: 24[th] February 2026 Membership No.: A31812

For The Bombay Burmah Trading Corporation Limited Sd/Gandhali Upadhye Mumbai: 24[th] February, 2026 Company Secretary and Compliance Officer

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14

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