Zinema Media And Entertainment Ltd

Resigning independent director details

• Name and designation: Shivani Marda, Independent Director.
• Type: Independent Director.
• Effective date: 31 July 2026.
• Reason: personal and unavoidable circumstances.
• No other material reasons disclosed.
• Ceases to be a member of various Board committees.
• Committee memberships in Croissance Limited: Audit Committee; Nomination and Remuneration Committee.
• Other listed entities: Pekon Electronics Ltd; North Eastern Exporters Ltd; Croissance Limited.
• Consequence: vacancy on the company board; Croissance Limited committees vacated.

Film release and rights

• Global theatrical release of 'Love Oh Love' scheduled for July 10, 2026.
• OTT streaming rights acquired exclusively by Amazon Prime Video.
• Audio and music rights acquired by Think Music.
• Co-produced and distributed by Creative Entertainers & Distributors (G. Dhananjayan).
• Lead cast includes Pavish Narayan and Naga Durga.

Dematerialisation status and certificate handling

• Dematerialisation requests received during quarter ended June 2026 were confirmed to depositories (accepted/rejected).
• Securities dematerialised have been listed on the stock exchanges where the earlier issued securities are listed.
• Physical certificates were mutilated and cancelled after verification; depository name substituted as registered owner within timelines.

Financial results

• Approved audited standalone and consolidated financial statements for year ended March 31, 2026.
• Approved audited standalone and consolidated financial results for half year and year ended March 31, 2026.
• Statutory auditors issued unmodified opinions on the audited standalone and consolidated results.

Board decisions

• Withdrew BSE in-principle approval applications for earlier approved preferential and sweat equity proposals.
• Withdrawn proposals included 1.83 crore cash preferential shares, 60 lakh shares for Beontyme acquisition, and 10,000 shares to Tulsea Media.
• Also withdrew proposal for 50 lakh sweat equity shares.

Audit remarks

• No material audit qualification was reported.
• Auditor reports stated no modification to opinion.

Financial results

• Approved audited standalone and consolidated financial statements for year ended March 31, 2026.
• Approved audited standalone and consolidated financial results for half-year and year ended March 31, 2026.

Auditor opinion

• Statutory auditors issued unmodified opinions on standalone and consolidated audited results for March 31, 2026.

Board decisions

• Withdrew BSE in-principle approval applications due to technical shortcomings.
• Withdrawn proposals included preferential equity issue, Beontyme acquisition shares, Tulsea Media shares, and sweat equity issue.

Financial performance

• Standalone revenue from operations was Rs 468.08 lakhs for year ended March 31, 2026.
• Standalone profit after tax was Rs 37.74 lakhs for year ended March 31, 2026.
• Consolidated revenue was Rs 515.24 lakhs and consolidated profit after tax was Rs 37.73 lakhs.

Purpose of EGM

• Approve preferential issue of 1.83 crore equity shares for cash
• Approve issue of sweat equity shares to directors
• Approve acquisition of up to 60% stake in Beontyme Technologies via share swap
• Approve issue of equity shares to Tulsea Media for non-cash consideration
• Approve increase in authorised share capital and amend Memorandum of Association

Summary of Resolutions

• Item 1: Special resolution for preferential issue of 1.83 crore shares at face value
• Item 2: Ordinary resolution for sweat equity shares issuance to directors
• Item 3: Special resolution for acquiring 60% stake in Beontyme via share swap
• Item 4: Special resolution for equity shares issuance to Tulsea Media for non-cash
• Item 5: Ordinary resolution to increase authorised capital and alter MOA

Voting Outcome

• All 5 resolutions passed unanimously with 100% votes in favour
• No votes were cast against any resolution
• 10 members participated in remote e-voting with total 2,860,500 votes cast

Impact on Shareholding and Control

• Preferential issue and share swap will increase equity capital and change shareholding
• Acquisition of 60% stake in Beontyme will expand group control
• Increase in authorised capital facilitates new share issuances

Use of Funds and Strategic Rationale

• Preferential issue raises cash for company operations or growth
• Share swap enables acquisition without cash outflow
• Equity issuance to Tulsea Media likely for strategic partnership or consideration

Board and Management Changes

• Sweat equity shares issued to directors indicating remuneration or incentive
• No other director appointments or removals reported