Shemaroo Entertainment Seeks Shareholder Approval for RPTs

Type of Meeting: Postal Ballot (conducted only through remote e-voting).
Cut-off Date: Friday, May 22, 2026 (for determining members eligible to vote).
Voting Period: Commences on Saturday, May 30, 2026, at 09:00 AM IST and ends on Sunday, June 28, 2026, at 05:00 PM IST.
Result Declaration Date: On or before Tuesday, June 30, 2026.

Four ordinary resolutions are proposed for shareholder approval:

Seeks approval for Ms. Smita Maroo (a related party, being the wife of Executive Director Mr. Jai Maroo) to continue holding an office of profit.
Designation: Senior Vice President - Animation, Kids Digital, L&M Department.
Proposed remuneration: Up to ₹1,20,00,000 (Rupees One Crore Twenty Lakhs) per annum, inclusive of all benefits.
Term: Five years, effective from the financial year 2026–27.
The Board is authorized to alter terms within the approved limit.

Seeks approval for Ms. Mansi Maroo (a related party, being the daughter of Chairman & Managing Director Mr. Raman Maroo) to hold an office of profit.
Designation: Producer – Central Office.
Proposed remuneration: Up to ₹84,00,000 (Rupees Eighty-Four Lakhs) per annum, inclusive of all benefits.
Term: Five years, effective from the financial year 2026–27.
Any remuneration paid to her prior to this approval is to be ratified.
The Board is authorized to alter terms within the approved limit.

Seeks approval for Ms. Madhuri Gada (a related party, being the wife of Whole-Time Director & CEO Mr. Hiren Gada) to hold an office of profit.
Designation: Manager – Devotion.
Proposed remuneration: Up to ₹1,20,00,000 (Rupees One Crore Twenty Lakhs) per annum, inclusive of all benefits.
Term: Five years, effective from the financial year 2026–27.
Any remuneration paid to her prior to this approval is to be ratified.
The Board is authorized to alter terms within the approved limit.

Seeks omnibus approval for material related party transactions with Promoters/Promoter Group/Directors.
Total Limit: Up to ₹600 Crores (Rupees Six Hundred Crores) at any point in time.
Breakdown:
₹500 Crores for acceptance of corporate/personal guarantees, securities, and/or collaterals from related parties to secure credit facilities for the Company.
₹100 Crores for availing unsecured loans (including interest-bearing loans) from related parties.
The transactions are for meeting business requirements, are on an arm's length basis, and are in the ordinary course of business.
The specified related parties are Mr. Raman Maroo, Mr. Atul Maroo, Mr. Hiren Gada, Mr. Jai Maroo, Shemaroo Trading Private Limited, and Shemaroo Corporation.

Method: The voting is to be conducted solely through a remote e-voting process. No physical polling or postal ballot forms are being sent.
Agency: National Securities Depository Limited (NSDL) has been engaged as the authorized agency to provide the e-voting facility.
Communication: The notice was sent via email on May 29, 2026, to members whose email addresses were registered as of the cut-off date (May 22, 2026).
Scrutinizer: Mr. Dipesh Gosar from M/s. Dipesh Gosar & Co., Practicing Company Secretaries (Membership no. A23755), has been appointed to scrutinize the process in a fair and transparent manner.

The scrutinizer will submit a report on the validity of votes cast to the Chairman after the e-voting period concludes.
The results, detailing the total votes cast and the percentage in favor and against each resolution, will be announced on or before June 30, 2026.
The results will be displayed at the company's corporate office, intimated to the stock exchanges (BSE and NSE), and made available on the company's website (www.shemarooent.com).
The document does not contain the final voting results, as the process had not commenced at the time of this notice.

The notice has been issued in compliance with:
Section 110 of the Companies Act, 2013.
Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014.
Regulation 30 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Various General Circulars issued by the Ministry of Corporate Affairs (MCA), including Circular nos. 14/2020, 17/2020, 09/2024, and the latest, 03/2025 dated September 22, 2025.
An explanatory statement, as required under Section 102 of the Companies Act, 2013, is provided, detailing the material facts of each proposed resolution.

The company's Corporate Identification Number (CIN) is L67190MH2005PLC158288.
The registered office is at Shemaroo House, Plot No. 18, Marol Co-Op. Industrial Estate, Off Andheri Kurla Road, Andheri (E), Mumbai - 400 059.
The notice is also available on the company's website (www.shemarooent.com) and the NSDL e-voting website (https://www.evoting.nsdl.com/).
Detailed instructions for shareholders on how to vote electronically via the NSDL platform are provided in the notice.