Zinema Media and Entertainment Limited Concludes EGM with All Resolutions Approved

Zinema Media and Entertainment Limited successfully concluded its Extraordinary General Meeting (EGM) on March 28, 2026, at 03:30 PM through video conferencing, with all proposed resolutions receiving requisite majority approval from shareholders. The meeting, chaired by Managing Director B. Sathya Prakash, addressed five critical corporate actions that will significantly impact the company's capital structure and business operations.

EGM Proceedings and Attendance

The meeting was conducted in compliance with MCA and SEBI circulars, accommodating members through video conferencing and other audio-visual means. The company received representation from 2 corporate members holding 26,000 equity shares aggregating to 0.37% of total paid-up equity share capital.

Parameter Details Meeting Date March 28, 2026 Time 03:30 PM - 04:00 PM Mode Video Conferencing Chairman B. Sathya Prakash Scrutinizer Ms. Payal Bafna (A36114)

The board was fully represented with Managing Director Dinesh Raj, Non-Executive Director Sadasivam Anbazhagan, and Independent Directors Shivani Marda and Uma Maheswari Anbumani in attendance, along with Company Secretary Raveena Agarwal and CFO Dinesh A.

Approved Resolutions and Corporate Actions

All five resolutions outlined in the March 02, 2026 notice were successfully passed, enabling the company to proceed with its strategic expansion plans:

Preferential Issue of Equity Shares

The approved preferential issue of 1,83,00,000 equity shares of face value Rs. 10/- each at Rs. 10/- per share will raise Rs. 18,30,00,000 for the company.

Category Number of Allottees Total Shares Amount (Rs.) Promoter 1 2,00,000 20,00,000 Non-Promoter 13 1,81,00,000 18,10,00,000 Total 14 1,83,00,000 18,30,00,000

Sweat Equity Shares for Key Personnel

The meeting approved issuance of 50,00,000 sweat equity shares to directors:

Recipient Designation Shares Allotted Value per Share B. Sathya Prakash Managing Director 25,00,000 Rs. 10/- Dinesh Raj Executive Director 25,00,000 Rs. 10/-

These shares carry a three-year lock-in period from allotment date, with valuation based on registered valuer Mr. Jha Prabhakar Pramod's March 02, 2026 report.

Strategic Acquisitions and Capital Enhancement

Shareholders approved the acquisition of up to 60% equity stake in Beontyme Technologies Private Limited through preferential allotment of 60,00,000 equity shares via share swap. The swap ratio stands at 1074 equity shares of Zinema Media for one equity share of Beontyme Technologies.

Additionally, the meeting sanctioned issuing 10,000 equity shares to Tulsea Media Private Limited for consultancy services related to OTT platforms, representing consideration other than cash.

Authorized Capital Increase

A significant resolution involved increasing authorized share capital from Rs. 8,00,00,000 to Rs. 45,00,00,000, divided into 4,50,00,000 equity shares of Rs. 10/- each, adding 3,70,00,000 equity shares to support future growth initiatives.

Voting Process and Results

The company facilitated comprehensive voting through remote e-voting from March 25-27, 2026, and electronic voting during the EGM. Ms. Payal Bafna from P B & Associates served as scrutinizer, confirming all resolutions passed with requisite majority.

Voting Parameter Details Remote E-voting Period March 25-27, 2026 E-voting at EGM Available during and 15 minutes post-meeting Record Date March 18, 2026 Results Publication Company website and BSE

Fund Utilization Strategy

The Rs. 18,30,00,000 proceeds from the preferential issue will be deployed across strategic objectives within 12 months:

Utilization Area Amount (Rs. Crore) Film content acquisition & OTT business 8.00 Technology business development 5.00 Working capital requirements 4.00 General corporate purposes 2.30

Interim proceeds will be invested in money market instruments and scheduled commercial bank deposits until deployment.

The successful completion of this EGM positions Zinema Media and Entertainment Limited to execute its comprehensive growth strategy, encompassing media content expansion, technology development, and strategic acquisitions in the entertainment sector.

Zinema Media & Entertainment Limited has issued Corrigendum I to its extraordinary general meeting notice, removing Mr. C.R. Vasudevan from the list of proposed allottees for the preferential equity issue scheduled for March 28, 2026. The corrigendum, dated March 12, 2026, provides necessary updates to the original EGM notice while maintaining all other resolutions unchanged.

Revised Preferential Issue Details

Following the removal of Mr. C.R. Vasudevan, the preferential issue has been adjusted to accommodate 1,83,00,000 equity shares at ₹10 per share, aggregating to ₹18,30,00,000. The revised allocation includes 14 proposed allottees, with 13 belonging to the non-promoter category and one from the promoter category.

Allottee Category Number of Shares Amount (₹) Nova Film Studios LLP 50,00,000 5,00,00,000 Lords & Partners Property Management Service Private Limited 50,00,000 5,00,00,000 M Kiran Kumar 15,00,000 1,50,00,000 Fox Dean Estates Private Limited 15,00,000 1,50,00,000 Total Issue Size 1,83,00,000 18,30,00,000

The funds raised will be utilized for expansion of film content acquisition and OTT business (₹8.00 crore), technology business development (₹5.00 crore), working capital requirements (₹4.00 crore), and general corporate purposes (₹2.30 crore). The relevant date for pricing determination remains February 28, 2026, being 30 days prior to the EGM date.

Unchanged Resolutions and Meeting Details

All other resolutions from the original notice remain intact, including the issuance of sweat equity shares to Directors (Item No. 2), acquisition of equity stake in Beontyme Technologies Private Limited (Item No. 3), preferential issue of equity stake in Tulsea Media Private Limited (Item No. 4), and the increase in authorized share capital (Item No. 5).

Resolution Details Sweat Equity Shares 50,00,000 shares to key management Beontyme Acquisition 60,00,000 shares via share swap Tulsea Media Issue 10,000 shares for consultancy services Authorized Capital Increase to ₹45,00,00,000

The EGM will be conducted exclusively through video conferencing at 3:30 PM on March 28, 2026, in compliance with MCA and SEBI circulars. Remote e-voting remains available from March 25, 2026 (9:00 AM) to March 27, 2026 (5:00 PM), with the record date set as March 18, 2026.

Corporate Governance and Compliance

The corrigendum emphasizes that it should be read as an integral part of the original EGM notice dated March 2, 2026. The company has ensured all relevant documents are available on its website at https://zinema.co.in , BSE Limited's website, and NSDL's e-voting platform for shareholder access.

The meeting facility will accommodate 1,000 members on a first-come-first-served basis, with priority access for large shareholders, promoters, and key personnel. Shareholders holding shares in demat mode can access e-voting through their depository participants, while physical shareholders need to provide requisite documentation for user ID and password generation.

Source: None/Company/INE641Q01019/df5b451a-1a41-498b-bba7-c8ce3df9a6d4.pdf

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