Board Meeting Details and Key Approvals

The Board of Directors meeting commenced at 4:00 PM and concluded at 6:00 PM on November 2, 2026. The Board inter-alia approved the following matters:

1. Unaudited financial results (Standalone and Consolidated) for the quarter and half year ended September 30, 2026, prepared under Regulation 33 of SEBI LODR.

2. Limited Review Reports (Standalone and Consolidated) issued by the Statutory Auditors, B.D. Jokhakar & Co., on the unaudited financial results. The auditors issued an unmodified opinion.

3. Re-appointment of Ms. Neerja Shah (DIN: 02323647) as an Independent Director for a second consecutive term of five years, commencing from February 23, 2027, and ending on February 22, 2032. She will continue in office notwithstanding that she attains the age of 75 years during the proposed tenure. This is subject to approval by members via Postal Ballot, pursuant to Regulation 17(1A) of SEBI LODR and the Companies Act, 2013.

4. Appointment of Mr. Vinayak N Deodhar of V.N. Deodhar & Co., Practicing Company Secretaries, as the Scrutinizer to scrutinize the Postal Ballot process.

5. Approval of the Notice of Postal Ballot with the Explanatory Statement to seek member approval for the re-appointment.

Key Financial Figures (Standalone - Quarter ended September 30, 2026)

  • Revenue from operations: ₹203.20 lakh
  • Other income: ₹35.08 lakh
  • Total Income: ₹206.71 lakh
  • Total Expenses: ₹199.66 lakh
  • Profit before tax and exceptional items: ₹70.44 lakh
  • Exceptional items: ₹0.00 lakh
  • Profit before tax: ₹70.44 lakh
  • Total tax expense: ₹0.50 lakh (Deferred tax)
  • Net profit for the period: ₹69.94 lakh
  • Other Comprehensive Income (expense): (₹3.50) lakh
  • Total Comprehensive Income for the period: ₹66.44 lakh
  • Paid-up equity share capital (Face Value ₹10): ₹1,446.70 lakh
  • Basic and diluted EPS: ₹0.48 (not annualized)

Key Financial Figures (Standalone - Half year ended September 30, 2026)

  • Revenue from operations: ₹218.95 lakh
  • Other income: ₹51.18 lakh
  • Total Income: ₹220.01 lakh
  • Total Expenses: ₹224.69 lakh
  • Loss before tax and exceptional items: (₹6.18) lakh
  • Exceptional items: ₹0.00 lakh
  • Loss before tax: (₹6.18) lakh
  • Total tax expense: ₹1.00 lakh (Deferred tax)
  • Net loss for the period: (₹7.18) lakh
  • Other Comprehensive Income (expense): (₹7.00) lakh
  • Total Comprehensive Loss for the period: (₹14.18) lakh
  • Basic and diluted EPS: (₹0.05) (not annualized)

Key Financial Figures (Consolidated - Quarter ended September 30, 2026)

  • Revenue from operations: ₹203.20 lakh
  • Other income: ₹35.40 lakh
  • Total Income: ₹206.74 lakh
  • Total Expenses: ₹199.70 lakh
  • Profit before tax and exceptional items: ₹70.40 lakh
  • Exceptional items: ₹0.00 lakh
  • Profit before tax: ₹70.40 lakh
  • Total tax expense: ₹0.50 lakh (Deferred tax)
  • Net profit for the period: ₹69.90 lakh (attributable to equityholders)
  • Other Comprehensive Income (expense): (₹3.50) lakh
  • Total Comprehensive Income for the period: ₹66.40 lakh (attributable to equityholders)
  • Paid-up equity share capital: ₹1,446.70 lakh
  • Basic and diluted EPS: ₹0.48 (not annualized)

Key Financial Figures (Consolidated - Half year ended September 30, 2026)

  • Revenue from operations: ₹218.95 lakh
  • Other income: ₹51.76 lakh
  • Total Income: ₹224.13 lakh
  • Total Expenses: ₹224.75 lakh
  • Loss before tax and exceptional items: (₹0.62) lakh
  • Exceptional items: ₹0.00 lakh
  • Loss before tax: (₹0.62) lakh
  • Total tax expense: ₹1.00 lakh (Deferred tax)
  • Net loss for the period: (₹1.62) lakh (attributable to equityholders)
  • Other Comprehensive Income (expense): (₹7.00) lakh
  • Total Comprehensive Loss for the period: (₹8.62) lakh (attributable to equityholders)
  • Basic and diluted EPS: (₹0.01) (not annualized)

Assets and Liabilities (Standalone as of September 30, 2026, Unaudited)

  • Total Assets: ₹7,364.23 lakh
  • Total Equity: ₹6,167.09 lakh
  • Total Liabilities: ₹1,197.14 lakh

Assets and Liabilities (Consolidated as of September 30, 2026, Unaudited)

  • Total Assets: ₹7,359.80 lakh
  • Total Equity: ₹6,075.10 lakh (incl. ₹0.04 lakh non-controlling interest)
  • Total Liabilities: ₹1,284.70 lakh

Cash Flows (Standalone - H1 FY27)

  • Net cash from operating activities: ₹72.01 lakh
  • Net cash used in investing activities: (₹318.52) lakh
  • Net cash used in financing activities: (₹10.43) lakh
  • Net increase in cash: ₹31.16 lakh
  • Cash and cash equivalents at period end: ₹479.65 lakh

Legal Proceedings and Auditor's Note

The Statutory Auditors, B.D. Jokhakar & Co., drew attention to Note 2 regarding proceedings initiated by the Company for recovery of advances of ₹1.5 crores (₹150 lakh) from Saboo Films Pvt Ltd and Bharat Film Works. Proceedings are ongoing before the City Civil Court, Mumbai. On October 31, 2025, the court pronounced a judgment directing Saboo Films Pvt Ltd (Defendant No. 1) to pay ₹247 lakh plus interest @18% p.a. on the principal amount of ₹160 lakh from the date of filing till realization. The Company filed an appeal against the order on December 2, 2025, in the Bombay High Court seeking recovery from both defendants jointly and severally. The appeal is pending disposal. Management considers the advance fully recoverable and consequently has not made any provision against it. The auditor's opinion is not modified concerning this matter.

Subsidiaries and Segment Reporting

The consolidated results include subsidiaries PNC Digital Limited and PNC Wellness Limited.

The Company operates in two segments: Content and Wellness.

For Q2 FY27:

  • Content Segment Revenue: ₹203.20 lakh; Profit before tax: ₹38.65 lakh
  • Wellness Segment Revenue: ₹0.00 lakh; Loss before tax: (₹0.47) lakh

Postal Ballot Details

  • Purpose: To seek shareholder approval for the re-appointment of Ms. Neerja Shah as an Independent Director.
  • Scrutinizer: Mr. Vinayak N Deodhar of V.N. Deodhar & Co.
  • E-voting period: Commences November 4, 2026, at 9:00 AM IST and ends December 3, 2026, at 5:00 PM IST.
  • Cut-off date for determining members entitled to vote: October 30, 2026.
  • Results declaration: On or before December 5, 2026.

Director Information (Ms. Neerja Shah)

  • DIN: 02323647
  • Date of Birth: August 17, 1956 (Age: 70 years)
  • First appointed: February 23, 2022
  • Qualification: Graduate in Mass Communication from Emerson College, Boston.
  • Work Experience: 25 years in strategic communications and media, including roles at Raymond, The Times of India, Editor and Publisher of Elle magazine, media consultant for Malayala Manorama Group, director at F.A.C.E. Entertainment, and CEO of Crossover Films.
  • Shares held: Nil
  • Remuneration (FY 2025-26): Sitting fees of ₹75,000 per board meeting (attended 4 meetings) and ₹50,000 per committee meeting (attended 5 meetings).
  • No other directorships in listed entities.