Panorama Studios AGM Approves ₹1500 Cr Borrowing Limit

Nature of the Event

The document is a formal notice convening the 46th Annual General Meeting (AGM) of Panorama Studios International Limited to be held on Wednesday, September 30, 2026, at 03:00 P.M. through Video Conferencing (VC)/Other Audio-Visual Means (OAVM).

Agenda and Resolutions

The meeting is convened to transact the following businesses:

Ordinary Business

1. Adoption of Accounts

To receive, consider, and adopt the standalone audited financial statements for the financial year ended March 31, 2026, along with the reports of the Board of Directors and Auditors.
To receive, consider, and adopt the audited consolidated financial statements for the financial year ended March 31, 2026, along with the report of the Auditors.

2. Appointment of Director in Place of Retiring Director by Rotation

To recommend the re-appointment of Mr. Abhishek Pathak (DIN: 00700868) as a Director, who retires by rotation and has offered himself for re-appointment.

Special Business

3. Approval for Revision in Material Related Party Transaction Amount up to Rs. 1500.00 Crores

A special resolution seeks member consent pursuant to SEBI LODR Regulation 23 and Section 188 of the Companies Act, 2013.
The resolution authorizes the Board/Audit Committee to enter into material related party transactions with 26 specified related parties.
The related parties include corporate entities (e.g., Panorama Studios Private Limited, Panorama Studios Inflight LLP) and individuals (e.g., Mr. Kumar Mangat Pathak, Mr. Abhishek Kumar Pathak).
The nature of transactions includes sale/purchase of goods/assets, leasing, availing/rendering services, appointments to office, borrowing, lending, and buying/selling music/movie rights.
The aggregate value of these transactions may exceed 10% of the company's annual consolidated turnover and is approved for an estimated amount of up to ₹1500 crores.
The approval is sought for a period of 18 months, from April 1, 2026, to September 30, 2027.

4. To Consider and Approve the Borrowing Powers of the Company u/s 180(1)(c) of the Companies Act, 2013

A special resolution seeks member consent to authorize the Board of Directors to borrow money.
The borrowing limit is set at ₹1,500 Crore, exceeding the aggregate of the company's paid-up capital and free reserves.
This includes money already borrowed by the company.

5. Approval under Section 186 of the Companies Act, 2013 for Increase in Limits for Loans, Guarantee, Security, and Investments

A special resolution seeks member consent for the Board to:
Give loans to any person or body corporate.
Give guarantees or provide security in connection with a loan.
Acquire securities of any other body corporate.
The aggregate amount for these activities must not exceed ₹1250 Crores (One Thousand Two Hundred Fifty Crores), including existing exposures.

6. Re-appointment of Mr. Sandeep Kumar Sahu (DIN: 06396817) as an Independent Director for a Second Term of Five Consecutive Years

A special resolution seeks member consent for the re-appointment of Mr. Sahu as a Non-Executive Independent Director.
His first term expires on December 28, 2026. The proposed second term is for five years, from December 29, 2026, to December 28, 2031.
The re-appointment is based on the recommendation of the Nomination and Remuneration Committee and the Board.

7. Re-appointment of Mrs. Rekha Agarwal (DIN: 09178194) as an Independent Director for a Second Term of Five Consecutive Years

A special resolution seeks member consent for the re-appointment of Mrs. Agarwal as a Non-Executive Independent Director.
Her first term expires on December 28, 2026. The proposed second term is for five years, from December 29, 2026, to December 28, 2031.
The re-appointment is based on the recommendation of the Nomination and Remuneration Committee and the Board.

Key Dates and Logistics

AGM Date and Time: Wednesday, September 30, 2026, at 03:00 P.M.
AGM Mode: Video Conferencing (VC)/Other Audio-Visual Means (OAVM). The deemed venue is the Registered Office in Mumbai.
Cut-off date for e-Voting: Wednesday, September 23, 2026.
Remote e-Voting Period: Commences on Sunday, September 27, 2026, at 9:00 A.M. and ends on Tuesday, September 29, 2026, at 5:00 P.M.
Book Closure: The Register of Members and Share Transfer Books will be closed from Thursday, September 24, 2026, to Wednesday, September 30, 2026 (both days inclusive).

Explanatory Statement Highlights (Annexure)

Item 3 (Related Party Transactions): The explanatory statement lists the 26 related parties and justifies the need for the resolution, stating the transactions will be on an arm's length basis. It confirms that the Audit Committee and Board have approved seeking member consent.
Item 4 (Borrowing Powers): The statement cites growth in business operations and future plans as the rationale for increasing the borrowing limit to ₹1500 Crore.
Item 5 (Section 186): The rationale is the company's future growth plans, strategic investments, and joint ventures, necessitating a higher limit of ₹1250 Crore.
Items 6 & 7 (Director Re-appointments): The statements confirm that both Mr. Sahu and Mrs. Agarwal have given their consent, provided declarations of independence, and are recommended for re-appointment based on their contributions.

Director Profiles

Mr. Abhishek Kumar Mangat Pathak (DIN: 00700868): Executive Director, appointed on 31/12/2018. Holds 6,61,71,875 equity shares. Qualifications: Graduation. Experience in Film Creative Management.
Mrs. Rekha Agarwal (DIN: 09178194): Non-Executive Independent Director, first appointed on 29/12/2021. Holds no equity shares. Qualifications: CS/LLB. Experienced in Corporate Law, NBFC Act, and SEBI Regulations. Serves as Chairperson of the Audit, Nomination and Remuneration, and Stakeholders Relationship Committees.

Notes and Instructions for Shareholders

The notice includes extensive instructions for:

Participating in the AGM via VC/OAVM.
Casting votes remotely via the NSDL e-Voting platform before the meeting or during the meeting.
Registering as a speaker or submitting questions in advance.
The process for shareholders whose email IDs are not registered to procure login credentials.
Compliance with SEBI mandates for PAN, KYC, bank details, and nomination for physical shareholders to avoid folio freezing.