Shemaroo seeks approval for ₹600 crore related party transactions
Shemaroo Entertainment Limited has called for a postal ballot to approve the remuneration of three related party employees—Ms. Smita Maroo, Ms. Mansi Maroo, and Ms. Madhuri Gada—and material related party transactions worth up to ₹600 crore. The e-voting process runs from May 30, 2026, to June 28, 2026, with results expected by June 30, 2026. The transactions include guarantees and unsecured loans from promoters to support the company's credit facilities and working capital needs.
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Shemaroo Entertainment Limited has initiated a postal ballot process to seek shareholder approval for the remuneration of three related party employees and material related party transactions worth up to ₹600 crore. The remote e-voting period is scheduled from May 30, 2026, to June 28, 2026. The resolutions concern the appointment and remuneration of Ms. Smita Maroo, Ms. Mansi Maroo, and Ms. Madhuri Gada, as well as the authorization of financial support from promoters and the promoter group.
The Board of Directors has appointed M/s. Dipesh Gosar & Co. as the scrutinizer to ensure the postal ballot process is conducted fairly. National Securities Depository Limited (NSDL) has been engaged to provide the e-voting facility. Shareholders whose names appear in the Register of Members or Record of Depositories as of May 22, 2026, are eligible to vote.
Related Party Remuneration
The company seeks approval for the remuneration of three individuals identified as related parties under Section 188 of the Companies Act, 2013. The proposed remuneration is effective from the financial year 2026-27 for a period of five years.
| Related Party | Relationship | Designation | Proposed Annual Remuneration |
|---|---|---|---|
| Ms. Smita Maroo | Wife of Mr. Jai Maroo, Executive Director | Senior Vice President - Animation, Kids Digital, L&M | ₹1,20,00,000 |
| Ms. Mansi Maroo | Daughter of Mr. Raman Maroo, Chairman & Managing Director | Producer – Central Office | ₹84,00,000 |
| Ms. Madhuri Gada | Wife of Mr. Hiren Gada, Whole-Time Director & CEO | Manager – Devotion | ₹1,20,00,000 |
The Audit Committee and Nomination and Remuneration Committee approved these resolutions on May 16, 2026. The remuneration includes salary, allowances, perquisites, and other benefits.
Material Related Party Transactions
Shareholders are also asked to approve material related party transactions for the provision of financial support by the promoter and promoter group, as well as directors. The total aggregate limit for these transactions is ₹600 crore.
The resolution authorizes the acceptance of corporate guarantees, personal guarantees, securities, and collaterals provided by related parties to secure credit facilities from banks and financial institutions, up to ₹500 crore. Additionally, it permits the availing of unsecured loans from related parties up to ₹100 crore.
The related parties providing support include Mr. Raman Maroo, Mr. Atul Maroo, Mr. Hiren Gada, Mr. Jai Maroo, Shemaroo Trading Private Limited, and Shemaroo Corporation. The company stated that these guarantees and loans are extended without any guarantee commission or fees to facilitate timely credit availability and strengthen liquidity.
Voting Timeline and Procedure
The remote e-voting facility will be available from 9.00 a.m. IST on Saturday, May 30, 2026, until 5.00 p.m. IST on Sunday, June 28, 2026. The scrutinizer will submit a report following the closure of voting, and results will be announced on or before Tuesday, June 30, 2026.
| Event | Date |
|---|---|
| Cut-off Date for Voting Rights | May 22, 2026 |
| Commencement of e-voting | May 30, 2026 |
| End of e-voting | June 28, 2026 |
| Announcement of Results | June 30, 2026 |
The postal ballot notice is available on the company's website and the NSDL e-voting portal. Related parties are not eligible to vote on the resolutions concerning their appointments or the related party transactions.
Historical Stock Returns for Shemaroo Entertainment
| 1 Day | 5 Days | 1 Month | 6 Months | 1 Year | 5 Years |
|---|---|---|---|---|---|
| -1.29% | +8.86% | -0.28% | -8.90% | -3.42% | -31.90% |
How will institutional investors react to the five-year remuneration commitments for promoter family members given the current corporate governance standards?
What specific strategic initiatives or expansion plans justify the ₹600 crore requirement for financial support from the promoter group?
Could the heavy reliance on promoter guarantees and unsecured loans impact the company's credit rating or independent borrowing capacity in the future?
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