V R Films & Studios Ltd

Resigning director

• Hardik Makwana, Independent Director, resigns from VR Films & Studios Ltd.
• Resignation effective: close of business hours on 13 August 2026.
• Reason: professional commitments and other engagements.
• There are no other material reasons beyond those disclosed.
• Affects VR board composition: Independent Director position vacated.
• Other listed directorships: Rishabh Digha Steel & Allied Products Ltd.
• Committee memberships there: Audit Committee; Stakeholders Relationship Committee; Nomination and Remuneration Committee.

Financial snapshot

• Standalone revenue from operations: ₹1,248.56 lakh in FY2025-26.
• PBT: ₹125.93 lakh; PAT: ₹96.62 lakh.
• EPS: ₹0.88; dividend per share: ₹0.00.
• Net cash from operating activities: ₹133.68 lakh.
• Share capital: ₹1,097.60 lakh; 10,976,000 shares.
• Borrowings: ₹640.07 lakh outstanding (short-term facilities).
• Consolidated operating cash flow: ₹132.70 lakh.

Operational highlights

• Revenue declined marginally to ₹1,248.56 lakh.
• Total expenses declined 37.90%; savings in production and inventory.
• PBT improved to ₹125.93 lakh from prior loss.
• AI dubbing initiatives and AI subsidiary underway.
• New monetisation models; 65+ languages targeted.
• Partnerships with Prime Video, Tata Play Binge, BookMyShow.
• Krismicbon AI Tech Private Limited acquired; 60% stake.

Capital structure & liquidity

• Equity share capital: ₹1,097.60 lakh; 10,976,000 shares.
• Total borrowings: ₹640.07 lakh (short-term facilities).
• Undrawn facilities: ₹636.23 lakh (cash credit).
• Cash and cash equivalents: ₹11.59 lakh; other bank balances ₹234.50 lakh (consolidated).
• Net financing outflow: ₹198.89 lakh.
• Net debt position modest; working capital facilities remain available.

Dividend & shareholder value

• Dividend for FY2025-26 not declared.
• Basic EPS positive; returns align with profitability.

Governance & audit

• AGM via VC/AVM on 04 Sep 2026.
• Azad Jain & Co appointed Statutory Auditors for five years.
• Jaymin Modi & Co appointed Secretarial Auditors.
• MRV & Associates appointed Internal Auditors for 2025-26.
• Board: six directors; MD re-appointed; new independent director Sagar Mirashi Patel.

Related-party & compliance

• Remuneration to MD ₹93.12 lakh; WD ₹88.52 lakh; CFO ₹17.35 lakh.
• Aparna Akadkar remuneration ₹1.97 lakh; sitting fees paid to directors.
• Related party transactions are arm's length; board approvals.

Subsidiary & investments

• Krismicbon AI Tech Private Limited: 60% ownership.
• Invested ₹6.00 lakh; carrying amount ₹5.70 lakh.
• Subsidiary 2026: revenue ₹0.21 lakh; loss ₹0.50 lakh.
• Consolidated: Krismicbon AI Tech included.
• Incorporated 19 Sep 2025.

Outlook & risks

• Strategy: expand Dubbing and AI localization; focus on AI revenue streams.
• SEA markets; 65+ languages; vertical formats; OTT/Theatrical.
• AVOD expansion on YouTube; more regional channels planned.
• Risks: content costs, competition, regulatory changes.

AGM Details

• AGM held on 04 September 2026 at 11:30 AM via VC/OAVM.
• Record date for voting: 28 August 2026.
• Register closure: 29 August to 04 September 2026.

Resolutions proposed

• Adopt audited standalone and consolidated financial statements for the year ended March 31, 2026.
• Re-appoint Manish Satprakash Dutt as Director, retiring by rotation.
• Appoint Azad Jain & Co as Statutory Auditors for five years; remuneration to be fixed.
• Appoint Manish Dutt as Managing Director for 5 years (Mar 2027–Mar 2032) with up to Rs 1.8 crore/year.
• Reappoint Krishi Dutt as Whole-time Director for 5 years (Mar 2027–Mar 2032) with up to Rs 1.8 crore/year.
• Regularize Sagar Mirashi Patel as Non-Executive Independent Director for 5 years from Aug 14, 2026.

Auditors

• Azad Jain & Co appointed as Statutory Auditors for five years.

Director changes

• Manish Satprakash Dutt reappointed as Director.
• Manish Dutt appointed as Managing Director.
• Krishi Dutt appointed as Whole-time Director.
• Sagar Santosh Mirashi Patel appointed as Non-Executive Independent Director.

Remuneration & approvals

• Remuneration terms to be finalized by the Board; subject to Schedule V and approvals.

Appointments and resignations

• Re-appointment of Manish Satprakash Dutt as Managing Director at the ensuing AGM.
• Re-appointment of Krishi Satprakash Dutt as Whole-Time Director at the ensuing AGM.
• Appointment of Sagar Mirashi Patel as Additional Non-Executive Independent Director.
• Resignation of Hardik Makwana as Independent Director, effective 13 August 2026.

Auditors and annual report

• Appointed M/S Azad Jain & Co as Statutory Auditors for five years, subject to shareholder approval.
• Annual Report for FY2025-2026 approved.

AGM calendar and governance milestones

• AGM fixed for 4 September 2026 at 11:30 AM via VC/OAVM.
• Calendar of Events for the 18th AGM approved.
• Director's Report for FY2025-26 and AGM Notice approved.
• Cut-off date for voting rights: 28 August 2026.
• EVoting window: 31 August to 3 September 2026.
• Register and share transfer closure: 29 August to 4 September 2026.
• Appointed Scrutinizer: M/S Jaymin Modi & Co.

Meeting Details

• Board meeting scheduled on 13 August 2026 at the Registered Office.

Key Agenda Items

• Fix AGM date, time, mode and draft notice with calendar
• Fix e-voting cut-off date and voting window
• Close Register of Members and Share Transfer Books for AGM
• Consider and approve Director’s Report for year ended 31 March 2026
• Consider and approve Annual Report for FY 2025-26
• Appoint M/s Jaymin Modi & Co as Scrutinizer for AGM
• Any other matter with permission of the Chairman

Other Notes

• Trading window closure period not specified in filing

Dematerialisation status and listing

• Securities received for dematerialisation were processed and listed on the relevant exchanges.
• Physical certificates for dematerialisation were mutilated and cancelled after verification.
• The depository's name was substituted as the registered owner within the prescribed timeline.

Meeting Details

• Board meeting scheduled for Friday, May 08, 2026.
• Meeting to be held at the registered office of the company.

Key Agenda Items

• Approve standalone and consolidated audited financial results for quarter and year ended March 31, 2026.
• Consider the auditor's report with the audited financial results.

Other Notes

• Trading window closed from April 1, 2026 until 48 hours after results announcement.