GV Films board meeting held on September 28, 2026, approved seeking Registrar of Companies approval to hold the FY26 Annual General Meeting beyond the statutory deadline.

The board also ratified the appointment of Rashmi Chatwani as an Additional Director (Non-Executive) with immediate effect. The meeting took place at the company's registered office in Mumbai at 4:00 pm and concluded at 5:00 pm.

Board Meeting Outcome

The meeting was convened pursuant to Regulation 30(6) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The primary agenda remained securing regulatory clearance from the Registrar of Companies (ROC), Mumbai, to conduct the AGM for the fiscal year ended March 31, 2026, after the standard deadline of September 30, 2026.

In a significant governance update, the board ratified the appointment of Rashmi Chatwani (DIN: 11680503) as an Additional Director. The Chairman informed the board that Chatwani was originally appointed in a board meeting on April 30, 2026, but due to regulatory compliance issues, he was not inducted at that time. His appointment is now effective immediately.

Key Meeting Details

New Director Profile

Rashmi Chatwani brings experience in hospitality and international business development. He serves as a Director of Fairview Hotels, a UK-based group operating 16 hotels across the United Kingdom. In this capacity, he oversees strategic growth and asset value across the hospitality portfolio.

Additionally, Chatwani is the Managing Director of Davis and Dann Limited, a distribution business with revenues of approximately $100 million. Under his leadership, the company has strengthened its market position through operational efficiency and commercial expansion. He has also played a key role in driving international expansion strategies, including establishing manufacturing operations in West Africa.

Corporate Governance Context

The intimation regarding the meeting outcome was signed by Balagiri Vethagiri, CEO and Managing Director. The communication confirms that the board addressed the AGM delay request and the director appointment with no other business discussed requiring specific disclosure. The company did not provide further details on the underlying reasons for the initial regulatory compliance issue that delayed Chatwani's induction.

GV Films Limited reported a standalone net profit of ₹21.72 lakh for the financial year ended March 31, 2026, reversing the net loss of ₹11.94 lakh recorded in the previous year. The company filed revised audited financials with the exchange to correct discrepancies identified by the exchange. The statutory auditors, A. John Morris & Co., issued a qualified opinion on the standalone and consolidated financial results, citing significant gaps in accounting records and compliance.

Audit Qualifications and Financial Gaps

The qualification stems from the company's failure to recognise defined benefit obligations for gratuity and pension liabilities in accordance with Ind AS 19. Consequently, the auditors stated they were unable to comment on the correctness of employee benefit costs charged to the Statement of Profit and Loss. The audit report further highlighted that the auditors did not receive balance confirmations for trade payables, trade receivables, investments, loans, advances, and capital work in progress. While management represented that these balances are realisable or settleable in the ordinary course of business, the absence of confirmations prevented the auditors from determining if provisions for doubtful debts or write-offs were necessary. Additionally, the auditors noted the presence of several inoperative bank accounts and were unable to form an opinion on the correctness of their balances due to missing confirmations.

Attention was also drawn to the non-furnishing of the underlying agreement for Foreign Currency Convertible Bonds (FCCBs) issued by the company. While management provided details of interest payable amounting to ₹61.49 lakh, the lack of original documentation meant the auditors could not verify the outstanding balance of the FCCBs or the accuracy of the interest liability. The auditors also flagged a material departure from Ind AS 37 regarding a TDS demand of ₹16.96 lakh, which was disclosed as a contingent liability rather than being provided for.

Financial Performance and Liabilities

For the year ended March 31, 2026, the company reported total income of ₹521.07 lakh, an increase from ₹420.15 lakh in the previous year. This rise was primarily driven by other income, which stood at ₹297.82 lakh. Finance costs for the period increased to ₹394.45 lakh from ₹319.86 lakh in the prior year. On the balance sheet, total assets increased to ₹1,736.17 crore as of March 31, 2026, up from ₹1,701.93 crore a year earlier.

The financial statements disclose several contingent liabilities and ongoing legal proceedings. These include a tax demand of ₹1,213 lakh for Assessment Year 2016-17, against which the company has filed an appeal, and a Goods and Services Tax demand of ₹341.80 lakh. The company also faces a show cause notice from the Commissioner of Customs Appeals under FEMA, with proceedings currently pending adjudication.

Regulatory and Governance Issues

The company received a notice from the Bombay Stock Exchange (BSE) directing the suspension of trading in its equity securities effective March 2, 2026, due to non-compliance with Regulation 17(1) of the SEBI LODR Regulations regarding board composition. Consequently, the promoter group's shareholding has been frozen. To address this, the company reconstituted its board by appointing new independent and non-executive directors. The board also approved availing secured financial assistance of up to ₹95 crore from M/s Sanctum Trading Corporation Private Limited and evaluated a proposal for issuing Redeemable Preference Shares up to ₹50 crore.

Key Financial Metrics

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE395B01048/ad8cfb8f-f7fa-4438-a8c1-b5413b14cfb0.pdf