This disclosure represents a revised outcome of the Board of Directors meeting of VR Films & Studios Ltd held on Thursday, August 13, 2026, filed in response to a query from BSE dated August 14, 2026, seeking additional details as required under SEBI Circular dated January 30, 2026, for corporate announcements under Regulation 30 of SEBI (LODR) Regulations, 2015, specifically regarding the resignation of an Independent Director.

The Board meeting commenced at 02:30 PM and concluded at 03:30 PM on August 13, 2026. The board approved the following items:

Director Appointments and Changes

  • Re-appointment of Managing Director: Took note of the re-appointment of Mr. Manish Satprakash Dutt (DIN: 01674671) as Managing Director of the company, subject to approval at the ensuing Annual General Meeting (AGM). He holds 62,77,968 shares in the company and is categorized as an Executive Director. He is the brother of Mr. Krishi Dutt.
  • Re-appointment of Whole-Time Director: Took note of the re-appointment of Mr. Krishi Satprakash Dutt (DIN: 01674721) as Whole-Time Director of the company, subject to approval at the ensuing AGM. He holds 8,00,000 shares in the company and is categorized as an Executive Director. He is the brother of Mr. Manish Dutt.
  • Appointment of New Independent Director: Considered and approved the appointment of Mr. Sagar Mirashi Patel (DIN: 11886151) as an Additional Non-Executive Independent Director, effective from August 14, 2026. He holds no shares in the company. His educational qualification is M.Com with experience in accounting, financial operations, GST, income tax filing, and financial documentation. He is not debarred from holding the office of director by any SEBI order.
  • Resignation of Independent Director: Took note of the resignation of Mr. Hardik Makwana (DIN: 9103236) from the post of Non-Executive Independent Director, effective from the close of business hours on August 13, 2026. The reason cited was professional commitments and other engagements. He holds directorships in Rishabh Digha Steel & Allied Products Ltd, where he is a member of the Audit Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee. The resignation letter confirms there are no other material reasons for his resignation.

Auditor Appointment

  • Statutory Auditors: Considered and approved the appointment of M/S Azad Jain & Co (Membership No. 400600, FRN No: 006251C) as the statutory auditors of the company for a term of five years, from the conclusion of the 18th AGM until the conclusion of the 23rd AGM, subject to shareholder approval. The firm is a peer-reviewed firm of chartered accountants based at E-1603, Lake Florence, Off Adi Shankacharya Marg, Powai, Mumbai – 400076, providing services in taxation, accounting, and financial matters.

Annual General Meeting (AGM) Arrangements

  • 18th AGM Details: Fixed the date, time, and mode of the 18th AGM as Friday, September 4, 2026, at 11:30 A.M., to be held through video conferencing/other audio-visual means.
  • Voting Schedule: Fixed the cut-off date for determining voting eligibility as Friday, August 28, 2026. The e-voting period is from Monday, August 31, 2026, to Thursday, September 3, 2026.
  • Register Closure: Approved the closure of the Register of Members & Share Transfer Books from Saturday, August 29, 2026, to Thursday, September 4, 2026 (both days inclusive), in compliance with Section 91 of the Companies Act, 2013 and Regulation 42 of the listing regulations.
  • Scrutinizer Appointment: Approved the appointment of M/S Jaymin Modi & Co as the scrutinizer for the 18th AGM.

Other Board Approvals

  • Calendar of Events: Considered and approved the calendar of events for the 18th AGM.
  • Director's Report and Notice: Considered and approved the Director's Report for the financial year ended March 31, 2026, and the Notice of the 18th AGM.
  • Annual Report: Considered and approved the Annual Report for the financial year 2025-2026.

The disclosure is made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, and SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026.