Filmcity Media Ltd

Transaction summary

• Target: Filmcity Media Limited.
• Disclosing Party: Visagar Financial Services Limited, Seller; non-promoter.
• Transaction Type: Disposal of 15,65,373 equity shares.
• Pre-Transaction Holding: 35,15,373 shares (7.09%).
• Transaction Details: Sold 15,65,373 shares (3.15%); Open Market.
• Post-Transaction Holding: 19,50,000 shares (3.93%).
• Date(s) of Transaction: 17 Jun 2026 to 18 Aug 2026 (multiple dates).
• Capital context: Rs 4,95,70,969 pre/post; diluted same.

Committee changes

• Audit Committee revised: Shivi Jindal as Chairperson; Iti Goel and Kirti Vishnu Tiwari as members.
• Kirti Vishnu Tiwari is Executive Director, CEO and CFO; remains a member.
• Nomination & Remuneration Committee: Iti Goel as Chairperson; Shivi Jindal and Kirti Vishnu Tiwari as members.
• Kirti Vishnu Tiwari remains Executive Director, CEO & CFO; member of this committee.
• Stakeholders Relationship Committee: Shivi Jindal as Chairperson; Iti Goel as Member; Surendra Ramkishore Gupta as Member.
• Effective from August 12, 2026.
• Board approved the committee reconstitution at its meeting on August 12, 2026.

Appointment: Shivi Jindal (Independent Director)

• Appointed Additional Director, Non-Executive Independent, for five years from Aug 12, 2026 to Aug 11, 2031; shareholder approval.

Appointment: Iti Goel (Independent Director)

• Appointed Additional Director, Non-Executive Independent, for five years from Aug 12, 2026 to Aug 11, 2031; shareholder approval.

Resignation: Priyanka Singh (Independent Director)

• Resigned as Non-Executive Independent Director, effective Aug 14, 2026.

Resignation: Nitesh Singh (Independent Director)

• Resigned as Non-Executive Independent Director, effective Aug 14, 2026.

Appointments of Independent Directors

• Shivi Jindal appointed Independent Director for five years from Aug 12, 2026, subject to shareholder approval.
• Iti Goel appointed Independent Director for five years from Aug 12, 2026, subject to shareholder approval.
• Board approved appointments following Nomination and Remuneration Committee recommendations.
• Both appointees provided consent, independence declarations, not debarred by SEBI or other authorities.
• Term: Aug 12, 2026 to Aug 11, 2031.

Financials

• Board approved unaudited standalone results for quarter ended 30-06-2026.
• Total income for Q1 FY27: Rs 0.22 lakh; PBT: Rs (5.51) lakh.
• Basic EPS: Rs -0.02; Diluted EPS: Rs -0.03 for the quarter.
• Single-segment operations; no segment-wise figures published.
• Limited review by Bhatter & Associates completed; audit opinion not expressed.
• Results to be uploaded on the company's website and BSE.
• Board meeting held 12 Aug 2026; time 13:30-14:05.

Directors & governance

• Ms. Shivi Jindal appointed Additional Director Non-Executive Independent from Aug 12, 2026.
• Ms. Iti Goel appointed Additional Director Non-Executive Independent from Aug 12, 2026.
• Resignation of Mr. Nitesh Singh as Non-Executive Independent Director effective Aug 14, 2026.
• Resignation of Ms. Priyanka Singh as Non-Executive Independent Director effective Aug 14, 2026.

Name change & AGM

• Change of name to Filmcity Media and Investment Infrastructure Limited; subject to MCA and member approvals.
• MOA/AOA alteration for name change; approvals required from members and Central Government.
• Draft Notice of 32nd AGM approved.

Dematerialisation processing and listing status

• Dematerialisation requests processed; securities confirmed to depositories for the reporting quarter.
• Dematerialised securities listed on the stock exchanges where earlier issues are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• Depository name substituted as registered owner within prescribed timelines.

Preferential issue objects clarified

• Expansion of Business Operations now covers setting up a new financing and investment consulting venture.
• Timeline extended to September 30, 2026 due to pending in-principle approval for the issue.