B.A.G. Convergence Ltd IPOBAGDIGITAL

The IPO opens on 30 Sept 2025 & closes on 03 Oct 2025.

B.A.G. Convergence Limited was incorporated as B.A.G. Convergence Private Limited on April 11, 2007 with the Registrar of Companies, in New Delhi. The status of the Company was changed to Public Limited and the name of the Company was changed to B.A.G. Convergence Limited w.e.f. September 12, 2024 by the Registrar of Companies, Delhi & Haryana. The Company was founded with the vision of becoming a key player in the digital media space. Started its journey in 2007 with the launch of its first website, news24online.com. Soon after, Company introduced a Hindi version, hindi.news24online.com, to cater to a wider audience. Expanding into the entertainment space, it launched e24bollywood.com, covering Bollywood news and updates. In the beginning, Company relied on Google AdSense for ad revenue, but as it grew, content aggregators like TIL, Daily hunt and direct clients including government agencies helped it to generate additional income and build a brand recognition over a period. Initially, their websites were desktop-focused, but with rise of smartphones and mobile internet, Company shifted the focus to mobile users. Google's move to mobile-first indexing made this shift even more important. Simultaneously, Company also developed mobile apps viz. News24, E24 to offer a more personalised experience to the readers. The transition from 2G to 5G has allowed it to create more mobile-friendly content and quickly connect with the audience. In 2014, Company ventured into the world of YouTube by launching the News24 Channel. Through strategic digital planning and consistent quality content, the channel rapidly grew. The Company later on launched News24Sports in 2019. The Company launched a dedicated YouTube channel for News24's Prime Show 'Mahol Kya Hai' in 2023. News24 became one of the top publishers on Facebook, with more than 18 million followers and a cumulative reach of 206 million, a rare feat. The sports channel has 3.58 million subscribers on YouTube, 4.8 million followers on Facebook, and over 100,000 followers on Instagram. This has led to 2.3 billion total views on YouTube and a Facebook reach of 266 million in FY 2025. Company launched the IPO by issuing 56,00,000 equity shares of face value Rs 10 each by raising Rs 48.72 Cr through fresh issue in October, 2025.

B.A.G. Convergence Ltd IPO will close on 03 Oct 2025.

<ul><li>Leadership position.</li><li>Experienced promoter and senior management team.</li><li>Our Partnerships.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Anuradha Prasad Shukla</td> <td>13852240</td> <td>88.69</td> <td>13852240</td> <td>65.28</td> </tr> <tr> <td>2</td> <td>Vaanya Shukla</td> <td>138800</td> <td>0.89</td> <td>138800</td> <td>0.65</td> </tr> </tbody> </table>

<ul><li>Our Company and Group Companies are involved in certain legal proceedings and potential litigations. Any adverse decision in such proceedings may render us/them liable to liabilities/penalties which may adversely affect our business, financial condition and results of operations.</li><li>If we are unable to implement our growth strategy successfully including in relation to increasing viewership on our website and on other social media platforms such as YouTube, FaceBook, Instagram, X and other upcoming platforms including adopting changing technology such as AI and VA, thereby not being able to enhance our revenues, our results of operations and financial condition may be adversely affected.</li><li>The process of content development is expensive, time-consuming, and uncertain.</li><li>We propose to utilize a portion of our Net Proceeds towards expansion of existing business. Any delay or failure in successfully expanding our existing business may affect our business growth, thereby affecting our future business plans, business operations and financial conditions.</li><li>Although we have entered into contracts and assignment agreements with our group companies / Promoters for use of their contents / Brands, however we are heavily dependent on the brand success of News24 and E24 and other channel partners, any loss of those businesses may impact our revenues and profitability also.</li><li>Failure to adapt to evolving customer needs or changing consumer preferences and to embrace & develop new technologies could have detrimental effects on our business, financial standing, and operational results.</li><li>Deterioration in the performance of, or our relationships with, third-party delivery aggregators, may adversely affect our business, results of operations and financial condition.</li><li>Our B2B operations are subject to high volatility. Our inability to maintain an optimal level of working on the platforms of digital giants such as YouTube and Google and on the platforms created in-house may impact our operations adversely.</li><li>Our Promoter and Director, Anuradha Prasad Shukla, a renown media personality and our key managerial personnel plays a key role in our functioning and we heavily rely on their knowledge and experience in operating our business and therefore, it is critical for our business that our Promoter and key managerial personnel remains associated with us. Our success also depends on our ability to attract and retain our key managerial personnel. Any loss of our key person could adversely affect our business, operations and financial condition.</li><li>Substantial portion of our Sales/Revenue has been dependent upon limited number of customers.</li><li>Our business is working capital intensive. Our inability to maintain an optimal level of working capital required for our business may impact our operations adversely.</li><li>Our business requires us to obtain copy rights license from the authors/producers/image owners etc. and the failure to obtain licenses or authorisation in a timely manner may lead to striking down of the content and litigation which may adversely affect our business operations.</li><li>Undiscovered content design defects, errors, or failures may lead to a loss of or delay in the market acceptance of our contents or give rise to liabilities that could significantly and adversely impact our business, financial health, and operational outcomes.</li><li>Because we operate in a highly competitive industry, our revenues, profits or market share could be harmed if we are unable to compete effectively.</li><li>Our group Company, B.A.G. Films and Media Limited, has been subject to certain penal actions from the Stock Exchanges in the past. There can be no assurance that they will not be subjected to such penalties in the future, which may in turn adversely affect our promoters and our reputation.</li><li>There is an interim order passed by SEBI on May 14, 2024 involving our BRLM- Inventure Merchant Bankers Limited which may have an adverse effect on our fund raising and/or listing procedure.</li><li>We avail the services of external experts / consultants for certain operations. Any inadequacy or disruption in their services could have adverse effects on our business operations and reputation.</li><li>Inability to safeguard our intellectual property may impair our capacity to compete successfully.</li><li>Negative publicity with respect to our services in the public domain or in the industry in which we operate could adversely affect our business, financial condition and results of operations.</li><li>Data networks are susceptible to attacks, unauthorized access, and disruptions. Any losses or liabilities arising from these factors could significantly and negatively impact our business, financial condition, and operational results.</li><li>Operational risks are inherent in our business as it includes rendering content at high quality standards. A failure to manage such risks could have an adverse impact on our business, results of operations and financial condition.</li><li>Our business offices are geographically located in Delhi NCR, and Mumbai, Maharashtra. Any loss or shutdown of operations at any of our facilities in this area may have an adverse effect on our business and results of operations.</li><li>We encounter risks related to the fluctuations in currency exchange rates.</li><li>Our Company had negative cash flow from operating activity in recent fiscals, details of which are given below.</li><li>Employee misconduct, errors or fraud could expose us to business risks or losses that could adversely affect our business prospects, results of operations and financial condition.</li><li>Our financing agreements contain covenants that limit our flexibility in operating our business. Our inability to meet our obligations, including financial and other covenants under our debt financing arrangements could adversely affect our business, results of operations and financial condition.</li><li>We have not made any alternate arrangements for meeting our capital requirements for the Objects of the Offer. Further we have not identified any alternate source of financing the `Objects of the Offer'. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations, and financial performance.</li><li>We do not own our Registered Office, Mumbai office and Corporate Office from which we operate.</li><li>Failure to align with technological advancements or industry trends may impact the performance and features of our services, diminishing our appeal to customers.</li><li>Any delays and/or defaults in customer payments could result a reduction of our Company's profits, thereby affecting our operation and financial condition.</li><li>Our business requires us to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failure to obtain and renew them in a timely manner may adversely affect our business operations.</li><li>We have in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders.</li><li>There were several instances of delay in payment/ deposit of EPF / Gratuity / Profession Tax / GST / TDS / Income dues by our Company in the past.</li><li>Any variations in our funding requirements and the proposed deployment of Net Proceeds may affect our business and results of operations</li><li>Our funding requirements and deployment of the Offer Proceeds are based on management estimates and have not been independently appraised by any bank or financial institution.</li><li>We have not made any dividend payments in the past and our ability to pay dividends in the future will depend upon future earnings, financial condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in our financing arrangements.</li><li>Our Company has issued equity shares in last one year at a price below the issue price.</li><li>Our Promoter and members of the Promoter Group will continue to jointly retain majority control over our Company after the Issue, which will allow them to determine the outcome of matters submitted to shareholders for approval.</li><li>Our Group Companies News24 Broadcast India Limited and E24 Glamour Limited have objects similar to our Company. There are no non- compete agreements between our Company and such Group Entity. We cannot assure that our Group Company will not favour its own interests over our interest or that the said entities will not expand which may increase our competition and may adversely affect business operations and financial condition of our Company.</li><li>Our insurance coverage may not adequately protect us against all material hazards and the policies do not cover all risks. In the event of the occurrence of such events, our insurance coverage may not adequately protect us against possible risk of loss.</li><li>We have not commissioned an industry report for the disclosures made in the chapter titled "Industry Overview" and made disclosures on the basis of the data available on the internet and certain Industry reports.</li><li>The requirements of being a listed company may strain our resources.</li></ul>

The Issue type of B.A.G. Convergence Ltd is Book Building - SME.

The minimum application for shares of B.A.G. Convergence Ltd is 3200.

The total shares issue of B.A.G. Convergence Ltd is 5600000.

Initial public offering of up to 56,00,000* equity shares of Rs. 10 each ("Equity Shares") of B.A.G. Convergence Limited ("BAG Convergence" or The "Company") for cash at a price of Rs. 87 per equity share (The "Offer Price"), aggregating to Rs. 48.72 crores ("The Offer"). Of the offer, 2,80,000 equity shares aggregating to Rs. 2.44 crores will be reserved for subscription by market maker ("Market Maker Reservation Portion"). The offer less the market maker reservation portion i.e. offer of 53,20,000 equity shares of face value of Rs. 10.00 each at an offer price of Rs. 87.00 per equity share aggregating to Rs. 46.28 crores is hereinafter referred to as the "Net Offer". the offer and the net offer will constitute 26.39% and 25.07%, respectively of the post offer paid up equity share capital of the company. Price Band: Rs. 82/- to Rs. 87/- for equity share of face value of Rs. 10 each. The floor price is 8.20 times times the face value and cap price is 8.70 times of the face value of the equity shares. Bids can made for a minimum of 3,200 equity shares and in multiples of 1,600 equity shares thereafter.