Zinema Media And Entertainment Ltd

Zinema Media And Entertainment Limited — Trading Window closed from Thursday, October 01, 2026 till 48 hours after the declaration of the Unaudited Financial Results (Standalone & Consolidated) for the half year ended September 30, 2026.

Financial performance

• Standalone revenue from operations: Rs 468.08 Lakhs; PAT: Rs 37.74 Lakhs.
• Total income: Rs 515.24 Lakhs; total expenses: Rs 464.06 Lakhs; PBT: Rs 51.18 Lakhs; tax: Rs 13.44 Lakhs.
• Consolidated revenue: Rs 468.08 Lakhs; PAT: Rs 37.73 Lakhs.
• Dividend declared: none for FY2025-26.

Capital actions

• Authorised share capital increased to Rs 10 crore; 1,00,00,000 shares of Rs 10.
• Memorandum Clause V amended to reflect new capital.
• Preferential issue up to 24,99,000 equity shares to PFML creditors.
• Settlement amount Rs 2.49 crore; shares allocated to three creditors.
• Post-issue: Non-promoters 84.55%; promoters 15.45%.
• Listing on BSE SME; shares rank pari-passu.
• Allotment to PFML creditors within 15 days of resolution; subject to approvals.
• No change in control; promoters remain in control.
• Identity of allottees: Prime Events; Prime Global Sport Management LLP; Mr. Chelliah Arun Pandian.
• Objects: settlement of PFML claims via equity, per NCLT order.

Governance & board

• MD Baskaran Sathyaprakash reappointed for five years (Oct 2025–Sep 2030).
• Dinesh Raj designated Joint Managing Director from Apr 25, 2025.
• Shivani Marda and Uma Maheswari appointed Additional Directors on 25 Apr 2025; regularized May 2025.
• Kannabiran Navakumar resigned as Independent Director on 25 Apr 2025.
• Audit Committee: 3 members; Chair Shivani Marda; 100% attendance.

Audit & compliance

• Secretarial Audit flagged gaps; SOP penalty Rs 25 Lakh; remediation underway.
• Board composition and committee balance previously not optimal; corrective measures advised.
• XBRL filings and MCA filings delayed; several compliance gaps noted.
• ESOP disclosures not fully available; management to provide missing records.

Risks & outlook

• Key risks: competition, regulatory changes, technology disruption, revenue concentration, macro ad spend.
• Outlook: FY2026-27 to consolidate market position; explore music/streaming ventures.
• Governance improvements and risk management are ongoing to support growth.

Other disclosures

• CSR not applicable for the year.
• No material orders impacting going concern reported.
• SME listing on BSE; corporate governance not applicable.

Capital and issue overview

• Increase authorised capital to Rs 10 crore; MOA cap alteration, subject to AGM.
• Issue up to 24,99,000 equity shares at Rs 10 to PFMPL unsecured creditors.
• Aggregate value Rs 2,49,90,000; at par price per share.
• Consideration: non-cash settlement to PFMPL creditors.

Allottees and post-issue holdings

• Prime Events: 10,17,441 shares; post holding 10.58%.
• Prime Global Sport Management LLP: 11,19,835 shares; post 11.65%.
• A&P Group (Chelliah Arun Pandian): 3,61,724 shares; post 3.76%.

Approvals and governance

• Shareholders' approval at AGM required.
• Regulatory/statutory approvals as applicable.
• AGM on 30 Sep 2026; cut-offs: 4 Sep (notice) and 23 Sep (voting).
• NCLT resolution plan governs the issuance.

Auditors and related approvals

• Resignation of M/s Ganesamoorthy T. & Associates as statutory auditors.
• Appointment of M/s Patni Mandhana & Associates as statutory auditors for five years, subject to AGM.

Meeting Details

• Board meeting scheduled for September 08, 2026 (time and venue not disclosed).

Key Agenda Items

• Approve allotment of up to 24,99,000 equity shares to PFML unsecured creditors via private placement.
• Issue subject to applicable approvals including shareholder consent.
• Convene General Meeting for shareholder approvals of the issue.
• Transact any other business as may be considered necessary.

Other Notes

• Trading window closed from September 03, 2026 to September 10, 2026.

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.