Zinema Media & Entertainment Limited has announced an extraordinary general meeting (EGM) scheduled for March 28, 2026, at 3:30 PM through video conferencing to seek shareholder approval for several major corporate restructuring initiatives. The company has issued a comprehensive notice outlining multiple resolutions that will significantly impact its capital structure and business operations.

Preferential Issue of Equity Shares

The primary agenda item involves the approval of a preferential issue of 1,93,00,000 equity shares at ₹10 per share, aggregating to ₹19,30,00,000. The issue comprises 15 proposed allottees, with 14 belonging to the non-promoter category and one from the promoter category.

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 has been set as February 28, 2026, being 30 days prior to the EGM date.

Sweat Equity Shares for Directors

The company proposes to issue 50,00,000 sweat equity shares to its key management personnel in recognition of their value additions. The allocation includes 25,00,000 shares each to Mr. B. Sathya Prakash, Managing Director, and Mr. Dinesh Raj, Executive Director, at ₹10 per share based on a valuation report dated March 2, 2026, by registered valuer Mr. Jha Prabhakar Pramod.

The sweat equity shares will vest over a three-year period and will be locked-in for three years from the date of allotment, aligning director interests with long-term company performance.

Strategic Acquisition and Share Swap

Zinema Media plans to acquire up to 60% equity stake in Beontyme Technologies Private Limited through a preferential allotment via share swap arrangement. The company will issue 60,00,000 equity shares at ₹10 per share for consideration other than cash, with a swap ratio of 1:1074 (one equity share of Beontyme Technologies will receive 1,074 equity shares of Zinema Media).

Authorized Capital Enhancement

To accommodate the proposed share issuances, the company seeks approval to increase its authorized share capital from ₹8,00,00,000 to ₹45,00,00,000, divided into 4,50,00,000 equity shares of ₹10 each. This substantial increase reflects the company's expansion plans and future capital requirements.

Meeting Logistics and Voting Arrangements

The EGM will be conducted exclusively through video conferencing in compliance with MCA and SEBI circulars. Remote e-voting will be available from March 25, 2026 (9:00 AM) to March 27, 2026 (5:00 PM), with the record date set as March 18, 2026. 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 (NSDL/CDSL), while physical shareholders need to provide requisite documentation to the company for user ID and password generation. The company has partnered with NSDL for facilitating the electronic voting process.

Source: None/Company/INE641Q01019/dbfb6233-af1d-48c5-b100-9826d256ed46.pdf

Zinema Media & Entertainment Limited's board of directors has approved significant corporate developments including a substantial fund-raising initiative and strategic acquisition during their meeting held on March 2, 2026. The company notified BSE Limited about the board meeting outcomes under Regulation 30 of SEBI LODR Regulations, marking a major expansion in their media and entertainment operations.

Enhanced Preferential Issue Details

The board has approved a comprehensive fund-raising proposal through preferential allotment of equity shares, representing an increase from the originally proposed amount. The enhanced preferential issue demonstrates the company's strengthened financial strategy.

The preferential issue will be conducted in accordance with the Companies Act, 2013, SEBI (ICDR) Regulations 2018, and other applicable laws. The issue price has been determined following applicable provisions of Chapter V of SEBI ICDR Regulations.

Strategic Acquisition Approved

The board has formally approved the strategic acquisition of Beontyme Technologies Private Limited, a media services company incorporated on December 13, 2021. This acquisition aligns with the company's growth strategy in the media and entertainment sector.

Beontyme Technologies reported nil turnover and net worth as of March 31, 2025, representing a strategic entry into comprehensive media services covering various segments.

Allottee Distribution and EGM Schedule

The board approved the complete list of proposed allottees for the preferential issue, including major stakeholders such as Nova Film Studios LLP and Lords & Partners Property Management Service Private Limited, each receiving 50,00,000 shares.

The board meeting, conducted by Company Secretary and Compliance Officer Raveena Agarwal, commenced at 15:00 PM and concluded at 16:30 PM. The company adopted valuation reports from registered valuers to determine share valuations for the proposed transactions.

Regulatory Compliance and Timeline

The approved transactions comply with SEBI Listing Regulations and require no additional governmental approvals for the acquisition. The acquisition is expected to complete within 2-4 months from the current date, subject to necessary stock exchange approvals and shareholder consent through the proposed EGM.

These strategic initiatives reflect Zinema Media's commitment to expansion in the media and entertainment sector, with the enhanced fund-raising providing additional financial flexibility for future growth opportunities.