Shemaroo Entertainment Announces Postal Ballot for Preferential Share Allotment to Promoters

Shemaroo Entertainment Limited has initiated a postal ballot process to seek shareholder approval for a preferential share allotment to its promoters and promoter group members. The company has engaged National Securities Depositories Ltd. as the authorized agency to provide e-voting facilities for this corporate action. E-Voting Schedule and Process The remote e-voting process has been structured with specific timelines for shareholder participation: Parameter: Details E-voting Commencement: Thursday, February 12, 2026 at 9:00 AM IST E-voting End: Friday, March 13, 2026 at 5:00 PM IST Cut-off Date: Friday, February 6, 2026 Results Declaration: On or before Tuesday, March 17, 2026 Scrutinizer: M/s. Dipesh Gosar & Co., Practicing Company Secretaries The postal ballot notice is being sent only through electronic mode to members whose email addresses are registered with the company or depositories, in compliance with Ministry of Corporate Affairs circulars. Preferential Share Allotment Details The company proposes to issue 14,10,000 equity shares of face value Rs. 10/- each at Rs. 110/- per share, including a premium of Rs. 100/- per share. The total aggregate consideration amounts to Rs. 15,51,00,000/-. Proposed Allottee: Category Shares to be Allotted Atul Hirji Maru: Promoter 3,52,500 Raman Hirji Maroo: Promoter 3,52,500 Hiren Uday Gada: Promoter Group 3,52,500 Jai Buddhichand Maroo: Promoter Group 3,52,500 Total: 14,10,000 Purpose and Financial Impact The preferential issue is being undertaken towards part repayment and appropriation of existing unsecured loans provided by the promoters and promoter group members. The company has outstanding unsecured debt totaling Rs. 33,85,30,000/- from these proposed allottees, of which Rs. 15,51,00,000/- will be appropriated through this equity conversion. Promoter/Director: Outstanding Loan (Rs.) Amount to be Appropriated (Rs.) Balance After Appropriation (Rs.) Atul Hirji Maru: 4,16,33,000 3,87,75,000 28,58,000 Raman Hirji Maroo: 10,75,49,000 3,87,75,000 6,87,74,000 Hiren Uday Gada: 13,00,50,000 3,87,75,000 9,12,75,000 Jai Buddhichand Maroo: 5,92,98,000 3,87,75,000 2,05,23,000 Total: 33,85,30,000 15,51,00,000 18,34,30,000 This debt-to-equity conversion will strengthen the company's financial position by reducing liabilities and increasing net worth without any actual fund inflow or outflow. Shareholding Pattern Impact Post-allotment, the promoter and promoter group shareholding will increase from 65.53% to 67.24% of the total share capital. The public shareholding will correspondingly decrease from 34.46% to 32.76%. Regulatory Compliance The preferential issue is being conducted in accordance with Section 62 read with Section 42 of the Companies Act, 2013, and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. The relevant date for pricing purposes is Wednesday, February 11, 2026, being 30 days prior to the proposed date of passing the special resolution. The issue price of Rs. 110/- per share is above the floor price of Rs. 109.27 calculated as per SEBI ICDR Regulations based on the 90-day volume weighted average price. The allotted shares will be subject to lock-in provisions as prescribed under SEBI regulations and will rank pari-passu with existing equity shares upon listing on BSE and NSE. Shemaroo Entertainment released its earnings conference call transcript for Q3FY26, revealing mixed performance amid ongoing market challenges. The company reported revenue of ₹161 crores for the quarter with significant losses, while digital segments showed promising growth trends. Financial Performance Overview The company's financial results for Q3FY26 reflected the challenging market environment. Revenue from operations declined marginally by 2% year-on-year, while the company reported substantial losses due to ongoing inventory charge-offs. Metric: Q3FY26 Change (YoY) Revenue from Operations: ₹161 crores -2% EBITDA Loss: ₹67 crores - Net Loss: ₹55 crores - Digital Media Revenue: ₹81 crores +14% Traditional Media Revenue: ₹80 crores -14% For the nine-month period, revenue from operations stood at ₹444 crores, declining 8% year-on-year, with EBITDA loss of ₹178 crores and net loss of ₹147 crores. Strategic Inventory Management CEO Hiren Gada highlighted the company's strategic inventory reduction initiative, now in its eighth quarter. The inventory has been reduced from ₹727 crores in December 2023 to ₹417 crores in the current quarter. New initiatives expenses for Q3FY26 amounted to ₹34 crores, and adjusting for this investment, the EBITDA loss from existing operations would have been ₹33 crores. Parameter: Details Current Inventory Level: ₹417 crores Inventory Reduction: ₹310 crores since Dec 2023 Expected Year-end Inventory: Below ₹400 crores Q4FY26 Expected Write-off: ₹30-35 crores Digital Business Growth Despite traditional media challenges, the digital segment demonstrated robust performance. Digital media revenues grew 14% year-on-year to ₹81 crores in Q3FY26. The company's YouTube presence continued expanding, with Shemaroo Film Gaane surpassing 74 million subscribers and Shemaroo Entertainment crossing 61 million subscribers. The entire portfolio garnered over 9.5 billion views during the quarter. Market Challenges and Outlook COO Arghya Chakravarty noted that traditional businesses faced pressure from the re-entry of major broadcasters on free-dish, packed sports calendar, and continued FMCG advertising softness. However, management expressed cautious optimism about FMCG advertising recovery in coming quarters as GST rate cut impacts stabilize. CFO Amit Haria reported current debt levels at ₹310 crores for nine months FY26, with management expecting stabilization around current levels. The company anticipates the inventory charge-off exercise to conclude by March 2026, positioning for improved operational performance in the next financial year. We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better. Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians. As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. 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