To,
The Members,
During the financial year ended March 31, 2026, the Company continued to focus on strengthening its business operations, improving operational efficiency and pursuing sustainable growth opportunities. The financial performance for the year reflects the evolving business environment and the Companys continued efforts towards strengthening its core operations.
The financial performance of the Company for FY 2025 26, as compared with FY 2024 25, is summarised below:
FINANCIAL PERFORMANCE OF THE COMPANY:
| Particulars | Standalone | Consolidated | ||
| F Y 2026 | F Y 2025 | F Y 2026 | F Y 2025 | |
| Revenue from Operation | 29,812.51 | 34,807.19 | 30,849.83 | 36,415.26 |
| Revenue from other Income | 962.27 | 600.97 | 885.32 | 427.09 |
| Total Revenue | 30,774.78 | 35,408.16 | 31,735.15 | 36,842.35 |
| Profit before Tax | 3,018.21 | 5,439.21 | 1,625.70 | 5,364.08 |
| Tax Expenses | 822.68 | 1,393.82 | 627.24 | 1,389.94 |
| Profit/Loss after Tax for the year | 2,195.54 | 4,045.39 | 998.45 | 3,974.14 |
1. KEY FINANCIAL INDICATORS:
On a standalone basis, the Company recorded total revenue of 30,774.78 lakhs during FY 2025 26 as compared to 35,408.16 lakhs in the previous financial year. Profit after Tax stood at 2,195.54 lakhs, as against 4,045.39 lakhs in FY 2024 25.
On a consolidated basis, the Company reported total revenue of 31,735.15 lakhs, compared with 36,842.35 lakhs in the previous year. Consolidated Profit after Tax stood at 998.45 lakhs, as against 3,974.14 lakhs in FY 2024 25.
While the financial performance during the year was impacted by the prevailing business and market environment, the Company remained focused on strengthening its operational foundation, exercising financial discipline and pursuing opportunities for sustainable growth. The management continues to remain committed to enhancing business efficiency, strengthening the Companys market position and creating long-term value for its stakeholders
2. DIVIDEND:
The Company has consistently endeavoured to maintain a balanced approach towards rewarding its shareholders while ensuring adequate resources for its business operations and future growth.
The Company had declared dividends for the financial years 2023 24 and 2024 25, reflecting its commitment towards creating value for its Shareholders However, considering the financial requirements of the Company, its ongoing business priorities and the need to conserve resources for future growth opportunities, the Board of Directors has not recommended any dividend for the financial year ended March 31, 2026.
Accordingly, no dividend is proposed to be declared or paid for FY 2025 26. The decision has been taken after considering the Companys financial position, capital requirements, business plans and long-term growth objectives.
The Company remains committed to maintaining a prudent and balanced capital allocation approach, with the objective of strengthening its business, supporting sustainable growth and creating long-term value for its Shareholders
The Company has a Dividend Distribution Policy in accordance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations").
The policy provides a framework for considering dividend distribution based on the Companys financial performance, cash flows, capital requirements, growth opportunities and other relevant factors, the Dividend Distribution Policy is available on our companys website at www.panoramastudios.in
Unclaimed Dividend:
Section 124 of the Companies Act, 2013 mandates that companies transfer dividend that has been unclaimed for a period of seven (7) years from the unpaid dividend account to the Investor Education & Protection Fund (IEPF). In accordance with the following schedule, the dividend for the years mentioned as follows, if unclaimed within seven years, will be transferred to the IEPF
Details of Unclaimed Dividend as on 31.03.2026:
| Year | Type | Account No | Date of Declaration | Due Date for transfer to IEPF |
| 2024 | Final | 121805002910 | 30.09.2024 | 30.09.2031 |
| Year | Type | Account No | Date of Declaration | Due Date for transfer to IEPF |
| 2025 | Final | 121805004105 | 30.09.2025 | 30.09.2032 |
Transfer of Unclaimed Dividend and Shares to Investor Education and Protection Fund:
In accordance with the provisions of Sections 124 and other applicable provisions, if any, of the Act, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the Unpaid Dividend Account and all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more is required to be transferred to the Investor Education and Protection Fund ("IEPF") maintained by the Central Government.
| Year | Amount of unclaimed dividend ( ) |
| 2023-2024 (Final) | 4,97,556.60 |
| 2024-2025 (Final) | 3,70,660.80 |
3. BOARD OF DIRECTORS:
The composition of the Board during the year has been in full compliance with the provisions of Regulation 17 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as well as the Companies Act, 2013. This ensures that our governance framework remains robust and in alignment with regulatory requirements.
Under the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Abhishek Kumar Mangat Pathak (DIN: 00700868) retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for re-appointment. The proposal regarding his re-appointment is placed for before Shareholders for approval.
Necessary information under the SEBI Listing Regulations and Secretarial Standard 1 (SS-1) issued by the Institute of Company Secretaries of India (ICSI) regarding directors to be appointed and re-appointed at the forthcoming Annual General Meeting is given in the Annexure to the Notice convening the Annual General Meeting
None of your Companys directors is disqualified from being appointed as directors, as specified in Section 164(1) and Section 164(2) and Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.
4. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT:
The Company has received declarations from all the Independent Directors confirming that they meet with the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company and in the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act and the SEBI Listing Regulations and are independent of the management.
Mr. Sandeep Kumar Sahu, MR. Rekha Agarwal, Mr. Vinesh Keshrimal Shah, the Independent Directors of our company, have confirmed their compliance with all the conditions of Independent Directorship as specified in subsection (6) of Section 149 of the Companies Act, 2013, along with the associated rules and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board has duly noted these confirmations.
Moreover, in accordance with the requirements of the Companies Act, 2013, all our Independent Directors are registered with the databank maintained by the Indian Institute of Corporate Affairs (IICA).
Their adherence to these statutory requirements underscores our commitment to maintaining the highest standards of governance and transparency. The Board recognizes the invaluable contributions of our Independent Directors and their ongoing dedication to the companys success.
5. ANNUAL PERFORMANCE EVALUATION:
Pursuant to the applicable provisions of the Companies Act, 2013 ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Board of
Directors carried out an annual evaluation of its own performance, the performance of its Committees, the Chairperson and individual Directors
The evaluation process was undertaken in accordance with the Companys Nomination and Remuneration Policy and the applicable statutory and regulatory framework. The Independent Directors also evaluated the performance of the Board as a whole, the Chairperson and the Non-Independent Directors
The evaluation was designed to assess the effectiveness, composition, contribution and functioning of the Board and its Committees, as well as the performance and contribution of individual Directors The process also focused on the quality of Board deliberations, strategic oversight, governance standards, participation and the effective discharge of fiduciary responsibilities.
The evaluation process enables the Board to identify areas for continuous improvement and strengthen the overall effectiveness of the Companys governance framework. It also promotes greater engagement among Board members and facilitates constructive discussions on the Companys strategy, performance, risks and opportunities.
The key performance areas and evaluation criteria considered during the process included the following:
| Performance evaluation of | Key Performance areas/evaluation criteria |
| 1 Board as a Whole | A) Adequacy, diversity and quality of Board composition. |
| B) Effectiveness in providing strategic direction and oversight. | |
| C) Quality, transparency and effectiveness of Board discussions and deliberations. | |
| D) Effective discharge of duties, responsibilities and governance obligations. | |
| 2 Board Committees | A) Effectiveness in discharging responsibilities under their respective charters and applicable laws. |
| B) Appropriate composition, expertise, skills and experience. | |
| C) Quality of deliberations and contribution to Board decision-making. | |
| D) Effectiveness of oversight and independence in functioning. | |
| 3 Chairperson | A) Effectiveness of leadership and conduct of Board meetings. |
| B) Ability to facilitate constructive, open and balanced discussions. | |
| C) Effective coordination between the Board and management. | |
| D) Due consideration to the interests of shareholders and other stakeholders | |
| 4 Individual Directors | A) Knowledge and understanding of the Company, its business and the industry in which it operates. |
| B) Contribution and participation in Board deliberations. | |
| C) Ability to exercise independent and objective judgement. | |
| D) Preparedness, commitment and effective discharge of responsibilities. |
The evaluation process was conducted in a structured manner and provided an opportunity for the Directors to reflect upon the functioning of the Board and its Committees and their individual contributions.
The Directors expressed their satisfaction with the overall evaluation process and the functioning of the Board and its Committees. The Board remains committed to continuous improvement in governance practices, effective oversight and enhanced Board effectiveness, with a view to strengthening long-term value creation for the Company and its stakeholders
6. NOMINATION AND REMUNERATION POLICY:
The Company is committed to maintaining high standards of transparency, fairness and good corporate governance in matters relating to the appointment, remuneration and performance evaluation of its Directors and Key Managerial Personnel.
In accordance with Section 178 of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Nomination and Remuneration Policy, duly approved by the Board of Directors The Policy provides a structured framework for determining the qualifications, skills, experience, positive attributes and independence criteria applicable to Directors, as well as the principles governing their remuneration.
The Policy is designed to ensure that the Company is able to attract, appoint, retain and motivate competent individuals who possess the requisite expertise and experience to contribute effectively to the Companys strategic objectives and long-term growth.
The remuneration of Directors and Key Managerial Personnel is determined in accordance with the applicable provisions of the Companies Act, 2013, SEBI Listing Regulations and the Companys Nomination and Remuneration Policy.
The Nomination and Remuneration Policy is available on the Companys website at www.panoramastudios.in .
The Company continues to review and strengthen its governance practices to ensure that its approach to leadership, remuneration and talent management remains aligned with the Companys objectives and the long-term interests of its shareholders and other stakeholders
7. TRAINING AND ORIENTATION FOR INDEPENDENT DIRECTORS:
The Company recognises the importance of ensuring that its Independent Directors are adequately informed and equipped to effectively discharge their duties and responsibilities. Accordingly, the Company provides appropriate familiarisation and orientation programmes to its Independent Directors to enable them to gain a comprehensive understanding of the Companys business, operations, strategy, industry dynamics and regulatory environment.
The familiarisation programmes provide Directors with an overview of the Companys business model, film production and distribution activities, exhibition operations, financial performance, organisational structure, governance framework, risk management practices and strategic priorities. Executive Directors and senior management engage with the Independent Directors and provide relevant information and updates on the Companys operations and business environment.
The Company also facilitates periodic updates and discussions for the Board and its Committees on matters relevant to their roles and responsibilities, including:
Review and understanding of financial statements and financial performance;
Corporate governance practices and Board effectiveness;
Key provisions of the Companies Act, 2013 and applicable rules; SEBI Listing Regulations and other applicable securities laws; Insider trading regulations and prevention of UPSI-related violations; Risk management, internal controls and emerging business risks; and
Developments in the entertainment industry and the regulatory environment affecting the Companys operations. These familiarisation initiatives are intended to enhance the effectiveness of the Board, strengthen informed decision-making and enable Independent Directors to contribute meaningfully to the Companys strategic direction and governance framework.
The details of the familiarisation programmes imparted to Independent Directors are made available on the Companys website at www.panoramastudios.in .
8. CORPORATE GOVERNANCE:
In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has provided a separate section in this Annual Report covering the Corporate Governance practices followed by the Company during the financial year 2025 2026. The Corporate Governance Report provides details of the Companys governance framework, policies and practices adopted to promote transparency, accountability, ethical conduct and responsible management. The Corporate Governance Report is annexed herewith as Annexure X.
Further,63 the certificate issued by the secretarial Auditors of the Company, as required under the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to the Boards Report as Annexure VII.
The Company remains committed to maintaining high standards of corporate governance and believes that sound governance practices are essential for fostering stakeholder confidence, ensuring accountability and transparency, and creating sustainable long-term value for all stakeholders
9. DIRECTORS:
- The Board & KMP of the Company during the financial year was as follows:
| Directors | Designation | Date of Appointment | Date of Resignation |
| 1. Mr. Kumar Mangat Pathak | Managing Director | 31-12-2018 | NA |
| 2. Mr. Abhishek Pathak | Executive Director | 31-12-2018 | NA |
| 3. Mr. Sanjeev Joshi | Executive Director | 05-07-2022 | NA |
| 4. Mr. Sandeep Kumar Sahu | Non-Executive Independent Director | 29-12-2021 | NA |
| 5. MR. Rekha Agarwal | Non-Executive Independent Director | 29-12-2021 | NA |
| 6. Mr. Vinesh Keshrimal Shah | Non-Executive Independent Director | 06-09-2024 | NA |
| 7. Mr. Ravindra Appa Auti | Chief Financial Officer (CFO) | 31-12-2018 | NA |
| 8. Mr. Yatin Vilas Chaphekar | Company Secretary (CS) | 05-12-2023 | NA |
10. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
Ten (10) meetings of the Board of Directors were held during the Financial Year 2025 2026. The details of the meetings are provided in the Corporate Governance Report forming part of this Annual Report. The intervening gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013.
The meetings of the Board of Directors were held on the following dates:
02/06/2025, 07/08/2025,06/09/2025, 15/10/2025, 15/11/2025, 01/12/2025, 08/12/2025, 14/02/2026, 21/03/2026 and 30/03/2026.
11. BOARD COMMITTEES:
The Board Committees play a crucial role in strengthening the governance framework of the Company. The Committees of the Board have been constituted in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to the Company. These Committees assist the Board in discharging its responsibilities by providing focused oversight and review of specific areas and activities of the Company.
The Committees of the Board derive their authority from the powers delegated to them by the Board and function within their respective terms of reference, as approved by the Board. The Committees facilitate effective decision-making, transparency, accountability and good corporate governance.
The following statutory Committees constituted by the Board function in accordance with their respective roles, responsibilities and defined terms of reference:
Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship Committee
Corporate Social Responsibility Committee, as applicable
The details regarding the composition, terms of reference, responsibilities and number of meetings held during the Financial Year 2025 2026 for the respective Committees are provided in the Report on Corporate Governance, which forms part of this Annual Report.
CODE OF CONDUCT
The Company has adopted a Code of Conduct applicable to its Directors and employees, including the Managing Director, with a view to promoting ethical conduct, integrity, transparency and accountability in the discharge of their duties.
Further, the Company has adopted a separate Code of Conduct for its Non-Executive Directors, including the Code of Conduct for Independent Directors, incorporating the duties and responsibilities of Independent Directors as prescribed under the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Directors and employees of the Company are expected to adhere to the principles and standards prescribed under the respective Codes of Conduct in the performance of their duties and responsibilities.
12. ANNUAL EVALUATION OF BOARD, DIRECTORS AND COMMITTEES:
The annual performance evaluation of the Board of Directors, its Committees and individual Directors was carried out during the Financial Year 2025 2026 in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board as a whole was evaluated based on various parameters, including the composition and structure of the Board, effectiveness of Board processes, quality and timeliness of information provided to the Board, participation and contribution of Directors, and the overall effectiveness of the Board in discharging its responsibilities.
The performance of the Committees of the Board was evaluated with reference to their composition, terms of reference, effectiveness of meetings, participation of members, quality of deliberations and discharge of responsibilities assigned to them.
The performance evaluation of individual Directors was undertaken based on parameters such as their contribution to Board and Committee meetings, preparedness, participation, constructive and meaningful contribution, understanding of the Companys business and ability to exercise independent judgement.
The Independent Directors, at their separate meeting, evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Company, taking into consideration the views of the Executive and Non-Executive Directors, as applicable.
The Nomination and Remuneration Committee reviewed the performance evaluation of the individual Directors and considered the overall effectiveness and performance of the Board and its Committees.
The evaluation process provided an opportunity to review the functioning of the Board and its Committees and to identify areas for continued improvement. The Board remains committed to maintaining high standards of governance, effective decision-making, constructive participation and transparency in the conduct of its affairs
13. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR:
During the Financial Year 2025 2026, there were no changes in the composition of the Board of Directors or in the Key Managerial Personnel (KMP) of the Company. The composition of the Board and KMP remained unchanged throughout the year under review.
14. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received the necessary declarations from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board of Directors, based on the declarations received from the Independent Directors, confirms that all the Independent Directors of the Company meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated to impair or impact their ability to discharge their duties with an objective and independent judgement during the Financial Year 2025 2026.
15. CRITERIA OF INDEPENDENCE:
In the opinion of the Board of Directors, the Independent Directors of the Company are persons of integrity and possess the requisite expertise, experience and competence required to effectively discharge their duties and responsibilities.
The Independent Directors have provided declarations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Accordingly, the Independent Directors have confirmed, inter alia, that:
They are not promoters of the Company or its holding, subsidiary or associate company.
They are not related to the promoters or Directors of the Company, its holding, subsidiary or associate company, as applicable, and satisfy the applicable conditions prescribed under the Companies Act, 2013 and the SEBI Listing Regulations.
They have no material pecuniary relationship with the Company, its holding, subsidiary or associate company, or with their promoters or Directors, during the current financial year and the two immediately preceding financial years, except as permitted under the applicable provisions of law.
None of their relatives has or had any material pecuniary relationship or transaction with the Company, its holding, subsidiary or associate company, or their promoters or Directors, during the current financial year and the two immediately preceding financial years, which is or was material in accordance with the thresholds prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
Neither the Independent Director nor any of their relatives:
- has held or holds the position of a Key Managerial Personnel or has been an employee of the Company, its holding, subsidiary or associate company during any of the three financial years immediately preceding the financial year in which they were appointed or proposed to be appointed;
- is or has been an employee, proprietor or partner of a firm of auditors, company secretaries in practice or cost auditors of the Company, its holding, subsidiary or associate company during any of the three financial years immediately preceding the financial year in which they were appointed or proposed to be appointed;
- has any other relationship or circumstance that would affect their ability to discharge their duties as an Independent Director with objective and independent judgment, as prescribed under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations.
Based on the declarations received from the Independent Directors and the information available with the Company, the Board is of the opinion that the Independent Directors fulfil the conditions specified under the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations and are independent of the management of the Company.
16. UNPAID DIVIDEND AND TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to the provisions of Section 124 of the Companies Act, 2013, any dividend remaining unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account is required to be transferred by the Company to the Investor Education and Protection Fund (IEPF).
The Company has declared dividends for the Financial Years 2023 2024 and 2024 2025. As on 31 March 2026, the period of seven years prescribed under Section 124 of the Companies Act, 2013 has not elapsed in respect of any such unpaid or unclaimed dividend. Accordingly, there was no requirement for the Company to transfer any amount of unpaid or unclaimed dividend to the IEPF during the Financial Year 2025 2026.
The details of the dividends declared by the Company and the respective due dates for transfer to the IEPF, if remaining unpaid or unclaimed for the prescribed period, are as follows:
Details of Unclaimed Dividend as on 31.03.2026:
| Year | Type | Account No | Date of Declaration | Due Date for transfer to IEPF |
| 2024 | Final | 121805002910 | 30.09.2024 | 30.09.2031 |
| Year | Type | Account No | Date of Declaration | Due Date for transfer to IEPF |
| 2025 | Final | 121805004105 | 30.09.2025 | 30.09.2032 |
17. RESERVES:
The Reserves & Surplus of the Company stood at 17,260.16 lakhs as on March 31, 2026, as compared to 17,566.15 lakhs as on March 31, 2025. The reserves remained at a strong level of 17,260.16 lakhs, reflecting the Companys continued financial strength and focus on maintaining a robust capital base."
18. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / STATE OF COMPANYS
AFFAIRS:
Panorama Studios International Limited is an integrated entertainment company engaged in the business of film production, distribution and other allied activities across the entertainment value chain. The Company, along with its subsidiaries and associates, operates across various segments of the media and entertainment industry, with a focus on developing, producing, distributing and promoting quality entertainment content.
The Companys business encompasses various activities including film production, project development, post-production, film distribution, music, talent management, equipment rental, publicity and design, syndication and line production services. Through its integrated business model, the Company seeks to leverage opportunities across different stages of the entertainment ecosystem and create value from its content and intellectual properties.
During the Financial Year 2025 2026, the Company continued to focus on strengthening its core business operations and expanding its presence across the media and entertainment landscape. The Company remained focused on identifying and developing commercially viable content, strengthening its production and distribution capabilities and leveraging its established industry relationships.
The Company continues to build on its experience and capabilities in the Indian entertainment industry and remains committed to delivering quality content while exploring opportunities for sustainable growth and long-term value creation for its stakeholders
The management remains focused on strengthening the Companys operational capabilities, improving efficiency and pursuing opportunities that are aligned with the Companys long-term business objectives.
19. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the Financial Year 2025 2026. The Company continued to be engaged in the business of Entertainment, Film Distribution, Media and Film Production, along with its allied activities, during the year under review.
20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:
There were no material changes or commitments affecting the financial position of the Company between the end of the Financial Year 2025 2026 and the date of this Report.
Internal Financial Control and Its Adequacy.
The Company has established and maintained adequate internal financial controls with reference to the financial statements, commensurate with the size, scale and nature of its business. The internal financial control framework is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable accounting principles.
The Board of Directors, with the support of the management, has put in place appropriate policies, procedures and controls to ensure the orderly and efficient conduct of the Companys business and to safeguard its assets. The internal financial control framework broadly covers the following:
Accuracy and reliability of financial reporting: Ensuring that financial transactions are properly recorded, classified and reported in a timely and accurate manner.
Compliance with applicable laws and regulations: Ensuring adherence to applicable statutory, regulatory and legal requirements relevant to the Companys operations.
Safeguarding of assets: Ensuring appropriate measures for the protection and safeguarding of the Companys assets and resources.
Prevention and detection of frauds and errors: Establishing appropriate controls and review mechanisms for prevention and timely detection of frauds, errors and irregularities.
Efficient and effective operations: Promoting operational efficiency, effective utilisation of resources and adherence to approved policies and procedures.
The internal financial controls are reviewed periodically by the management and are subject to appropriate oversight by the Board and its Committees, as applicable. Based on the assessment carried out, the Company believes that its internal financial controls were adequate and operating effectively during the Financial Year 2025 2026.
21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:
As on 31st March 2026, the Company has two subsidiary companies, namely Panorama Studios Private Limited and Panorama Music Private Limited, and two Limited Liability Partnerships (LLPs) and one Step down Subsidiary company Panorama Music Regional Private limited.
As per Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a "material subsidiary" means a subsidiary whose turnover or net worth exceeds ten per cent of the consolidated turnover or net worth, respectively, of the listed entity and its subsidiaries in the immediately preceding accounting year.
Based on the relevant financial parameters of the Company and its subsidiaries for the immediately preceding accounting year and in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, Panorama Studios Private Limited does not qualify as a "Material Subsidiary" of
Panorama Studios International Limited as at 31st March 2026.
Accordingly, the provisions applicable specifically to a material subsidiary under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, including the requirement relating to Secretarial Audit under Regulation 24A, are not applicable to Panorama Studios Private Limited for the financial year ended 31st March 2026.
In accordance with the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries, associates and joint ventures, wherever applicable, have been prepared and form part of this Annual Report.
Further, a report on the performance and financial position of each subsidiary, associate and joint venture and the salient features of their financial statements, in the prescribed Form AOC-1, is annexed to this Boards Report as
Annexure I.
The financial statements of the subsidiary companies are available for inspection by the members at the Registered Office of the Company during business hours and will be made available to the members upon request, in accordance with the applicable provisions of the Companies Act, 2013.
In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with the SEBI Listing Regulations the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on the website of the Company at www.panoramastudios.in .
22 DEPOSITS:
During the Financial Year 2025 2026, the Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Companies Act, 2013 and the rules made thereunder.
Further, there was no amount of principal or interest outstanding in respect of deposits from the public as at 31st March 2026. Accordingly, the provisions relating to acceptance of deposits from the public under the Companies Act, 2013 were not applicable to the Company during the year under review.
23. STATUTORY AUDITORS:
There has been no change in the Statutory Auditors of the Company during the Financial Year 2025 2026. M/s. S I G M A C & CO. continue to act as the Statutory Auditors of the Company and audited the financial statements for the Financial Year ended 31st March 2026.
The Statutory Auditors Report on the financial statements for the Financial Year 2025 2026 forms part of this Annual Report. The said report does not contain any qualification, reservation, adverse remark or disclaimer.
24. SECRETARIAL AUDITORS:
In terms of Regulation 24A and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Section 204 and other applicable provisions of the Companies Act, 2013, the Company has appointed M/s. Nitesh Chaudhary & Associates, Practising Company Secretaries, as the Secretarial Auditors of the Company for a period of five consecutive financial years commencing from Financial Year 2025 2026 and continuing up to Financial Year 2029 2030, to conduct the Secretarial Audit of the Company.
The Secretarial Audit for the Financial Year 2025 2026 has been carried out in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Secretarial Audit Report for FY 2025 2026 forms part of this Annual Report.
SECRETARIAL AUDIT REPORT
M/s. Nitesh Chaudhary & Associates, Practising Company Secretaries, Membership No. F-10010, Certificate of Practice No. 16275, holding Peer Review Certificate No. 2008/2022, were appointed as the Secretarial Auditors of the Company to conduct the Secretarial Audit of the records and documents of the Company for the Financial Year 2025 2026.
The Secretarial Audit Report confirms that the Company has complied with the applicable provisions of the Companies Act, 2013, the rules made thereunder, and the applicable SEBI Regulations, Guidelines and other applicable laws, except for the observations/non-compliances specifically reported by the Secretarial Auditor.
Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report in the prescribed form, as issued by the Practising
Company Secretary, is annexed to this Boards Report as Annexure IV for Panorama Studios International Limited.
During the course of the Secretarial Audit for the Financial Year 2025 2026, the Secretarial Auditor observed certain non-compliances/observations, wherever applicable. The observations of the Secretarial Auditor along with the corresponding management clarifications/replies are provided below:
Observations of the Secretarial Auditor and Management Clarifications:
1. Non-compliance under Regulation 33 of SEBI (LODR) Regulations, 2015:
o Issue: The Company submitted the Financial Results for the quarter ended 30th September 2025 to BSE Limited with a delay of one day, resulting in non-compliance with the timeline prescribed under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
o Penalty: BSE Limited imposed a Standard Operating Procedure (SOP) fine of 5,900/- (including GST of 900/-) in relation to the delayed compliance. The Company duly paid the applicable fine to BSE Limited.
o Action Taken: The Company has taken note of the observation and has strengthened its internal compliance monitoring mechanism to ensure timely submission of financial results within the prescribed regulatory timelines.
2. Non-compliance under Regulation 23(9) of SEBI (LODR) Regulations, 2015:
o Issue: The Company submitted the disclosure of Related Party Transactions for the half-year ended 30th September 2025 to BSE Limited with a delay of one day, resulting in non-compliance with the timeline prescribed under Regulation 23(9) of the SEBI (LODR) Regulations, 2015.
o Penalty Impose: BSE Limited imposed a Standard Operating Procedure (SOP) fine of 5,900/- (including GST of 900/-) for the delayed submission of the Related Party Transactions disclosure. The Company has duly paid the applicable fine to BSE Limited.
o Action taken: The Company has taken note of the observation and has strengthened its internal compliance monitoring mechanism to ensure timely submission of financial results within the prescribed regulatory timelines.
Managements Clarification:
Non-compliance under Regulation 33 of SEBI (LODR) Regulations, 2015:
Reason for Delay: The delay of one day in submission of the Financial Results for the quarter ended 30th September 2025 was due to the time required for compilation and finalisation of accounts and obtaining ledger confirmations from various vendors, service providers and other parties.
Action Taken: The Company has taken necessary steps to strengthen its internal reporting and compliance processes and has advised the concerned teams to ensure that all necessary information and confirmations are compiled and reviewed well in advance of the prescribed filing timelines.
Non-compliance under Regulation 23(9) of SEBI (LODR) Regulations, 2015:
Reason for Delay: The delay of one day in submission of the Related Party Transactions disclosure for the half-year ended 30th September 2025 was primarily attributable to the compilation, reconciliation and verification of the relevant related party transaction details along with the financial records.
Action Taken: The Company has strengthened its internal compliance mechanism for timely compilation, verification and submission of Related Party Transactions disclosures and has taken necessary measures to avoid recurrence of such delays.
The Company has duly taken note of the observations and remains committed to ensuring timely compliance with the applicable provisions of the SEBI (LODR) Regulations, 2015 and other applicable regulatory requirements.
25. INTERNAL AUDITOR:
M/s. ANPM & Co. LLP, Chartered Accountants (FRN: W100264), who were appointed as the Internal Auditors of the Company for the period from Financial Year 2025 2026 to Financial Year 2027 2028, continued to act as the Internal Auditors of the Company during the Financial Year 2025 2026.
The Internal Auditors have conducted the internal audit of the Company for the Financial Year 2025 2026 and have submitted their Internal Audit Report to the management. The Internal Audit Report has been duly considered by the management and the Audit Committee/Board of Directors, as applicable.
26. COST RECORDS AND COST AUDITOR/FRAUDS REPORTED BY AUDITORS:
The provisions relating to the maintenance of cost records and appointment of a Cost Auditor under Section 148 of the Companies Act, 2013 are not applicable to the Company. Accordingly, the Company is not required to maintain cost accounts and records or appoint a Cost Auditor for the Financial Year 2025 2026.
FRAUDS REPORTED BY AUDITORS
During the Financial Year 2025 2026, no frauds were reported by the Statutory Auditors or the Secretarial Auditors of the Company to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013, as applicable.
Accordingly, there are no details of frauds committed against the Company by its officers or employees which are required to be disclosed in this Boards Report under the applicable provisions of the Companies Act, 2013.
27. GOODS AND SERVICE TAX:
The Goods and Services Tax ("GST") is a comprehensive indirect tax regime applicable to the supply of goods and services in India. The Company is duly registered under the applicable GST laws and has obtained GST registrations in the States/Union Territories where it carries on business and such registration is required.
The Companys GSTIN for the State of Maharashtra is 27AAMCA9685Q1ZG. The Company also holds GST registrations in various other States, as applicable.
28. CHANGE IN THE SHARE CAPITAL:
The changes in the companys capital structure during the year under review:
Authorized Share Capital: During the Financial Year 2025 2026, the Company increased its Authorised Share Capital pursuant to the approval of the Members and in connection with the Bonus Issue of Equity Shares.
Pursuant to Section 13 read with Section 61 and other applicable provisions of the Companies Act, 2013, and the rules made thereunder, the Authorised Share Capital of the Company was increased from 16,00,00,000/- (Rupees Sixteen Crores only) divided into 8,00,00,000 (Eight Crore) Equity Shares of 2/- each to 60,00,00,000/- (Rupees Sixty Crores only) divided into 30,00,00,000 (Thirty Crore) Equity Shares of 2/- each.
The increase in the Authorised Share Capital was undertaken to facilitate the issue and allotment of Bonus Equity Shares pursuant to the approval of the Members under Section 63 of the Companies Act, 2013, whereby the Company capitalised an amount not exceeding 37,21,93,750/- from its free reserves and/or other permitted reserves/surplus for the purpose of issuing 18,60,96,875 Fully Paid Bonus Equity Shares of 2/- each in the ratio of 5:2, i.e., five (5) new fully paid-up Equity Shares of 2/- each for every two (2) existing fully paid-up Equity Shares of 2/- each held by the eligible Members as on the Record Date.
Consequently, the relevant Clause V of the Memorandum of Association of the Company was altered to reflect the revised Authorised Share Capital of 60,00,00,000/- (Rupees Sixty Crores only) divided into 30,00,00,000 (Thirty Crore) Equity Shares of 2/- each.
Issue of Bonus Equity Shares: The increase in the Authorised Share Capital was undertaken to facilitate the issue and allotment of Bonus Equity Shares pursuant to the approval of the Members under Section 63 of the Companies Act, 2013, whereby the Company capitalised an amount not exceeding 37,21,93,750/- from its free reserves and/or other permitted reserves/surplus for the purpose of issuing 18,60,96,875 Fully Paid Bonus Equity Shares of 2/- each in the ratio of 5:2, i.e., five (5) new fully paid-up Equity Shares of 2/- each for every two (2) existing fully paid-up Equity Shares of 2/- each held by the eligible Members as on the Record Date.
The details are as given below.
| Particulars | Pre- Bonus | Post Bonus | ||
| No. of Shares | Face Value Eq. Shares | each No. of Shares | Face Value each Eq. Shares | |
| Authorized | 1,60,00,000 | 2 | 30,00,00,000 | 2 |
| Paid-up | 7,44,38,750 | 2 | 26,05,35,625 | 2 |
| Subscribed | 7,44,38,750 | 2 | 26,05,35,625 | 2 |
2. Paid-Up Capital Changes:
Due to Following Event Paid-Up Share capital of the company has change in financial Year 2025-2026
- The change in paid-up capital as on 13th August, 2025, due to allotment of Equity shares pursuant to conversion of warrants in to Equity Shares, as the warrant holders exercised their rights of conversion of their 7,00,000 equity warrants into equity shares, the Company allotted 35,00,000 equity shares to warrant holders who paid the balance 75% of the issue price ( 205.50/- per share) for converting their warrants into equity shares.
- The change in Paid-up share capital of the company again took place on 08the December 2025, due to allotment of bonus shares.
The Board of Directors at its meeting held on 15th October, 2025 approved and recommended issue of Bonus Equity Shares in the ratio of 5:2 i.e. 5 (Five) new fully paid-up Equity Shares of 2/- each for every 2 (Two) existing fully paid-up Equity Shares of 2/- each held by the eligible shareholders of the Company, involving issuance of 18,60,96,875 Equity Shares of 2/- each by capitalization of free reserves including Securities Premium Account and/or General Reserve, subject to approval of Shareholders Further, the shareholders at the Extraordinary General Meeting held on 24th November, 2025 approved the aforesaid Bonus Issue and consequential increase in the
Authorised Share Capital of the Company, in compliance with applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws.
Further, pursuant to approval of Bonus Issue by the shareholders at the Extraordinary General Meeting held on 24th November, 2025, the Board of Directors at its meeting held on 1st December, 2025 fixed 5th December, 2025 as the Record Date for determining entitlement of shareholders for issuance of Bonus Equity Shares in the ratio of 5:2 and approved appointment of Trustee for management of fractional entitlements, in compliance with applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
3. Conversion of Warrants During the Year:
- On 13th August, 2025, the Company allotted 35,00,000 equity shares to warrant holders who paid the balance 75% of the issue price ( 205.50 per share) for converting their warrants into equity shares.
The Preferential Allotment Committee at its meeting held on 13th August, 2025 approved the conversion of 7,00,000 Equity Convertible Warrants of face value of 10/- each, originally issued on preferential basis on 29th February, 2024 at an issue price of 274/- per warrant (including premium of 264/- per warrant), into 35,00,000 fully paid-up Equity Shares of face value of 2/- each upon receipt of balance warrant exercise consideration amounting to 75% of the issue price i.e. 205.50 per warrant. The allotment was made in the ratio of 1 Equity Convertible Warrant of 10/- each into 5 Equity Shares of 2/- each consequent to sub-division of equity shares approved on 2nd July, 2024 and pursuant to approvals granted by the Board and shareholders at the EOGM held on 24th January, 2024, in compliance with the applicable provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018.
This summary reflects the capital restructuring activities involving equity share allotments Pursuant to conversions of warrant during the period.
5. Utilisation of the Proceeds from Preferential Issue of Equity Share Pursuant to Convertible Warrants:
The company has received one warrant conversion requests on 13th August, 2025 accordingly the company has filed Statement of Deviation or Variation for the quarter ended 30th September 2025 on BSE:
The utilizations of funds raised have been mentioned hereunder:
Annexure-A
Statement of Deviation or Variation
| Name of listed entity | Panorama Studios International Ltd |
| Mode of Fund Raising | Preferential issue of 15,41,000 warrants to Non-promoters and Promoter and promoter group on board meeting dated 29.02.2024 upon receipt the warrant |
| Application/subscription money @ 25% ( 68.50/- per warrant subscription money) | |
| Out of which. | |
| 7,00,000 Warrants convertible into Equity Shares during the quarter September, | |
| 2025. upon receipt of warrant conversion exercise amount i.e. 75% ( 205.50/- per warrant) and conversion application by warrant holde | |
| Date of Raising Funds | During the quarter September, 2025 Preferential Allotment Committee approved the conversion of 7,00,000 Equity Convertible Warrants of face value 10/- each, originally issued at a price of 274/- per warrant (including a premium of 264/- each), into 35,00,000 equity shares of face value 2/- each, fully paid up, by making payment of balance 75% exercise amount on the said warrants by Mr. Kumar Mangat Pathak (Managing Director and Promoter), MR. Neelam Kumar Mangat Pathak (Promoter Group) and Mr. Abhishek Pathak (Director and Promoter) of the Company. |
| The Preferential Allotment Committee approved the conversion of 7,00,000 Equity Convertible Warrants of face value 10/- each, originally issued at a price of 274/- per warrant (including a premium of 264/- each), into 35,00,000 equity shares of face value 2/- each, fully paid up. This conversion was carried out upon receipt of the warrant conversion exercise amount (75% of the issue price, equivalent to 205.50 per warrant), the committee allotted 35,00,000 equity shares pursuant to conversion of warrants in ratio of 1 warrant of 10/- face value converted into 5 equity shares of 2/- face value, as per the terms previously approved by the Board and shareholders through resolutions passed at the EOGM held on January 24, 2024, and subsequent approval on July 2, 2024, for sub-division of the face value of equity shares from 10/- each to 2/- each, in compliance with SEBI Guidelines for Preferential Issues. |
Date of Allotment of Warrants into Equity Shares:
| Date of Allotment | Convertible Warrants into equity | Balance 75% Amount Received | No. of Eq. Shares Issued of 2/- face value Pursuant to conversion of Warrants into Equity Shares |
| (Towards exercise price 75% i.e. at 205.50/- per warrant for conversion) | |||
| 13.08.2025 | 7,00,000 | 14,38,50,000/- | 35,00,000 |
| Total Amount Raised on | 14,38,50,000/- |
| Conversion of warrants into equity shares | |
| Report filed for Quarter ended | 30th September, 2025 |
| Monitoring Agency | Not Applicable |
| Monitoring Agency Name, if applicable | - |
| Is there a Deviation / | No |
| Variation in use of funds raised | |
| If yes, whether the same is pursuant to change in terms of a contract or objects, which was approved by the shareholders | NA |
| If Yes, Date of shareholder | NA |
| Approval | |
| Explanation for the | NA |
| Deviation / Variation | |
| Comments of the Audit | NA |
| Committee after review | |
| Comments of the auditors, if any | NA |
Objects for which funds have been raised and where there has been a deviation, in the following table
| Original Object | Modified Object, if any | Original Allocation | Modified Allocation | Funds Utilized | Amount of Deviation/ Variation for the quarter according to applicable object | Remarks, if any |
| To raise further capital in order to meet the funding and business requirements of the Company including in relation to, and for [funding the business growth, capital expenditure, expansion plans including investments in subsidiaries, Investment in good business entities either the same kind of business or other business, Investment in any company for creating group/associate companies, investment in any kind of Securities of any other company, exploring new initiatives, acquisition of business by making Investment or acquisition of stake in entities/ acquisition of companies as subsidiary for further expansion and diversification of the Business model, purchase any kind of property (Office premises/Factory/Godown/Land, etc.) for the company, Inter body corporate loans in the requirements of business, utilization for working capital, and other general corporate purposes] by way of fresh issue for cash and / or for consideration other than cash (including share swap). | Not Applicable | 7,00,000 (Conversion of warrant into equity) | Not Applicable | 14,38,50,000/- Utilized till 30th September, 2025. | Nil | NA |
| General Corporate Purposes | ||||||
| Deviation or variation could mean: | ||||||
| Deviation in the objects or purposes for which the funds have been raised or | ||||||
| Deviation in the amount of funds actually utilized as against what was originally disclosed or | ||||||
| Change in terms of the contract referred to in the fund-raising document 1. e. prospectus, letter of offer, etc. |
29. SWEAT EQUITY, BONUS SHARES & EMPLOYEE STOCK OPTION PLAN:
During the year under review, the Board of Directors at its meeting held on 15th October 2025 approved and recommended the issue of Bonus Equity Shares in the ratio of 5:2, i.e., five (5) new fully paid-up Equity Shares of 2/- each for every two (2) existing fully paid-up Equity Shares of 2/- each held by the eligible shareholders of the Company, involving the issue and allotment of 18,60,96,875 Equity Shares of 2/- each, by capitalisation of free reserves, including Securities Premium Account and/or General Reserve, subject to the approval of the Members.
The Members of the Company, at the Extraordinary General Meeting held on 24th November 2025, approved the aforesaid Bonus Issue and the consequential increase in the Authorised Share Capital of the Company, in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws and regulations.
Pursuant to the approval of the Bonus Issue by the Members, the Board of Directors at its meeting held on 1st December 2025 fixed 5th December 2025 as the Record Date for determining the entitlement of eligible shareholders to receive the Bonus Equity Shares in the ratio of 5:2.
The Company subsequently completed the issue and allotment of the Bonus Equity Shares in accordance with the applicable provisions of law and the approvals obtained from the Members and the regulatory authorities.
SWEAT EQUITY SHARES
During the Financial Year 2025 2026, the Company did not issue any Sweat Equity Shares. Accordingly, the provisions relating to issue of Sweat Equity Shares under Section 54 of the Companies Act, 2013 were not applicable to the Company during the year under review.
EMPLOYEE STOCK OPTION
During the Financial Year 2025 2026, the Company did not grant any Stock Options and did not implement any Employee Stock Option Scheme for its employees. Accordingly, no Stock Options were outstanding or exercisable during the year under review.
30. MAJOR EVENTS AND CHANGES DURING THE YEAR:
During the year under review, major events occurred during the F.Y. 2025-2026 as under:
- During the year under review, the Board of Directors at its meeting held on 15th October 2025 approved and recommended the issue of Bonus Equity Shares in the ratio of 5:2, i.e., five (5) new fully paid-up Equity Shares of 2/- each for every two (2) existing fully paid-up Equity Shares of 2/- each held by the eligible shareholders of the Company, involving the issue and allotment of 18,60,96,875 Equity Shares of 2/- each, by capitalisation of free reserves, including Securities Premium Account and/or General Reserve, subject to the approval of the Members.
The Members of the Company, at the Extraordinary General Meeting held on 24th November 2025, approved the aforesaid Bonus Issue and the consequential increase in the Authorised Share Capital of the Company, in accordance with the applicable provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws and regulations.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to conservation of energy and technology absorption are not applicable to the Company during the Financial Year 2025 2026, considering the nature of the Companys business activities.
Accordingly, the Company is not required to provide the information relating to conservation of energy and technology absorption as prescribed under the aforesaid provisions.
A) Foreign Exchange Earning and Outgo.
| Particulars | 2025-26 |
| Foreign Exchange Earnings | 3,752.04 |
| Foreign Exchange Outgo | 1,522.12 |
32. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are applicable to the Company for the Financial Year 2025 2026.
The Company has constituted a Corporate Social Responsibility Committee and has adopted a CSR Policy in accordance with the applicable provisions of the Companies Act, 2013. The CSR Policy provides the framework for identification, selection, implementation and monitoring of CSR activities undertaken by the Company in accordance with the activities specified under Schedule VII of the Companies Act, 2013.
During the year under review, the Company undertook CSR activities in accordance with its CSR Policy and the applicable provisions of the Companies Act, 2013. The Company remains committed to contributing towards social development and creating a positive and sustainable impact on the communities in which it operates.
The CSR Policy of the Company, which sets out the Companys approach and framework towards CSR activities, is available on the Companys website at www.panoramastudios.in/policies .
The Annual Report on CSR Activities for the Financial Year 2025 2026 is annexed to this Boards Report as Annexure
XII and forms an integral part of this Report.
33. ORDER OF COURTS:
The Company is not subject to any legal proceedings or claims that would have a material or adverse effect on its going concern status, operations, or financial condition.
34. SECRETARIAL STANDARDS AND ANNUAL SECRETARIAL COMPLIANCE REPORT:
During the Financial Year 2025 2026, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.
The Company has also undertaken a comprehensive audit of its applicable compliances with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the applicable SEBI circulars, notifications and guidelines during the Financial Year 2025 2026, in accordance with the applicable requirements relating to the Annual Secretarial Compliance Report.
The Annual Secretarial Compliance Report for the Financial Year 2025 2026, issued by the Practising Company Secretary, has been/shall be submitted to the Stock Exchanges within the prescribed timeline in accordance with the applicable SEBI Listing Regulations and circula
35. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
Workplace Harassment and Maternity Benefit Disclosures:
Pursuant to the applicable provisions of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, as amended from time to time, the Company provides the following disclosures relating to workplace harassment and maternity benefits for the Financial Year 2025 2026:
i) Prevention of Sexual Harassment (POSH) at Workplace:
The Company is committed to providing a safe, respectful and inclusive workplace and follows a zero-tolerance approach towards sexual harassment. The Company has adopted a Sexual Harassment Policy in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company has constituted an Internal Complaints Committee (ICC) in accordance with Section 4 of the said Act to address and redress complaints relating to sexual harassment at the workplace. The Company ensures appropriate confidentiality, fairness and protection against retaliation in the handling of complaints. During the Financial Year 2025 2026, the following disclosures are made:
| A. Number of complaint filed during the financial year 2025-26: | NIL |
| B. Number of complaint disposed during the financial year 2025-26: | NIL |
| C. Number of complaint pending as on end of the financial year 2025-26: | NIL |
Accordingly, no complaints relating to sexual harassment were received during the Financial Year 2025 2026.
ii). Compliance with the Maternity Benefit Act, 1961:
The Company confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, including provisions relating to maternity leave, medical benefits and other statutory entitlements available to eligible employees during the Financial Year 2025 2026.
The Board remains committed to providing a safe, respectful, inclusive and supportive workplace for all employees. The Company continues to review and strengthen its policies, practices and awareness initiatives to ensure compliance with applicable labour laws and to promote a conducive work environment.
36. CODE OF CONDUCT:
The Company has adopted a comprehensive Code of Conduct that sets out the principles and standards of ethical and professional conduct expected from the Directors, Senior Management Personnel and employees of the Company in the discharge of their duties and responsibilities. The Code of Conduct provides guidance on various aspects of business conduct, including: Compliance with applicable laws, regulations and Company policies; Integrity and ethical conduct in the workplace; Prevention of bribery and corruption; Management of conflicts of interest;
Fair and ethical business practices;
Responsible communication, including public and social media communication; Protection of confidential information and Company assets; and Reporting of violations and appropriate disciplinary action.
The Company follows a zero-tolerance approach towards bribery, corruption and unethical conduct and has established appropriate mechanisms for reporting and addressing instances of misconduct. The Code of Conduct is applicable to all Directors, Senior Management Personnel and employees, as applicable, and is available on the Companys website at www.panoramastudios.in/policies/ .
In accordance with Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managing Director/Chief Executive Officer has confirmed compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company.
The requisite certificate is annexed to this Boards Report as
Annexure VIII.
The Directors and Senior Management Personnel of the Company have affirmed their compliance with the Code of Conduct for the Financial Year 2025 2026. The Company continues to promote awareness of the Code and reinforce the importance of ethical conduct and responsible business practices across the organisation.
37. LOANS, GUARANTEES AND INVESTMENTS:
The Company has complied with the applicable provisions of Section 186 of the Companies Act, 2013 during the Financial Year 2025 2026. The loans, guarantees, securities and investments made or given by the Company, as applicable, are within the limits prescribed under Section 186 of the Companies Act, 2013 and the enhanced limits approved by the Members of the Company through the requisite resolution.
The details of loans, guarantees, securities and investments covered under Section 186 of the Companies Act, 2013, wherever applicable, are disclosed in the Notes to the Financial Statements forming part of this Annual Report.
38. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has complied with the applicable provisions of Section 188 of the Companies Act, 2013, read with the rules made thereunder, in respect of transactions entered into with related parties during the Financial Year 2025 2026.
The transactions entered into with related parties during the year were in the ordinary course of business and on an arms length basis. The Company has obtained the necessary approvals, wherever required, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details of related party transactions are disclosed in the Notes to the Financial Statements forming part of this Annual Report, including the nature of the transactions and the amounts involved, as applicable.
The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, are annexed to this Boards Report and form part of this Report.
39. MANAGERIAL REMUNERATION:
During the Financial Year 2025 2026, the Company has paid remuneration to its Managing Director, Executive Director and other Key Managerial Personnel, as applicable. The details of such remuneration are disclosed in the Notes to the Financial Statements forming part of this Annual Report.
The remuneration paid to the managerial personnel was in accordance with the applicable provisions of the Companies Act, 2013, the rules made thereunder and the approvals obtained from the Board of Directors and Members, wherever applicable.
The disclosures pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed to this Boards Report as
Annexure IV and form part of this Report.
40. CORPORATE GOVERNANCE:
In compliance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has included a separate Report on Corporate Governance as part of this Annual Report.
The Report on Corporate Governance provides details of the Companys governance framework, policies, practices and compliance with the applicable corporate governance requirements prescribed under the SEBI Listing Regulations.
The requisite certificate from the secretarial Auditors of the Company regarding compliance with the conditions of Corporate Governance, as applicable under the SEBI Listing Regulations, is annexed to the Report on Corporate Governance and forms part of this Annual Report as Annexure VII.
The Company remains committed to maintaining high standards of corporate governance, transparency, accountability and ethical business practices and to complying with the applicable requirements prescribed by SEBI and other regulatory authorities.
41. MANAGEMENT DISCUSSION & ANALYSIS:
In accordance with Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms an integral part of this Annual Report.
The Report provides an overview of the Companys business performance and financial position during the Financial Year 2025 2026, along with an analysis of the industry and business environment, key developments, opportunities and challenges, risks and concerns, operational performance and the Companys outlook.
42. RISK MANAGEMENT:
The Company has established a Risk Management Policy and framework to identify, assess, monitor and mitigate various risks that may affect its business operations, financial performance and achievement of strategic objectives. The framework provides a systematic approach for the proactive identification and prioritization of risks arising from both the external business environment and internal operations.
During the Financial Year 2025 2026, the Company continued to monitor and manage the principal risks and uncertainties associated with its business and industry. The management periodically reviews the identified risks and takes appropriate measures to mitigate their potential impact. The Company also remains focused on adapting its risk management practices in response to changes in the business, regulatory and economic environment.
The Companys Risk Management System encompasses appropriate management processes, organizational structures, internal controls, policies, procedures, standards and ethical practices designed to facilitate effective identification, assessment, monitoring and mitigation of risks.
The Audit Committee and the Board of Directors, as applicable, periodically review the Companys risk management framework and the measures undertaken to address identified risks. The Board is of the view that the Companys existing risk management framework is adequate and appropriate considering the nature, scale and complexity of its operations.
The Company remains committed to continuously strengthening its risk management practices to safeguard its assets, protect stakeholder interests and support sustainable business growth.
43. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
In accordance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company undertakes familiarization programmes for its Independent Directors to enable them to effectively discharge their roles, responsibilities and duties.
The familiarization programme is designed to provide Independent Directors with an understanding of the Companys business, operations, industry dynamics, business model, financial performance, strategic objectives, policies, regulatory framework and the roles, rights and responsibilities of Independent Directors
During the Financial Year 2025 2026, the Independent Directors were familiarized with the Companys business and operations through appropriate presentations, discussions and interactions with the Managing Director, Executive Directors and Senior Management Personnel, as applicable.
The programme also enables Independent Directors to keep themselves updated on significant developments in the industry, changes in applicable laws and regulations, and matters relevant to the effective discharge of their responsibilities.
The details of the familiarization programme imparted to the Independent Directors are made available on the Companys website at www.panoramastudios.in/policies in accordance with the applicable provisions of the SEBI Listing Regulations.
44. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In accordance with the provisions of Section 177(9) and 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/Whistle Blower Policy to provide a formal mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, misconduct, violation of the Companys Code of Conduct or any other concern affecting the Companys interests.
The Vigil Mechanism provides for adequate safeguards against victimisation of persons who use the mechanism in good faith. It also provides for appropriate access to the Chairperson of the Audit Committee in exceptional or appropriate cases, in accordance with the applicable provisions.
The Vigil Mechanism/Whistle Blower Policy is overseen by the Audit Committee and is designed to promote transparency, accountability and ethical conduct within the Company.
The Whistle Blower Policy of the Company is available on the Companys website at www.panoramastudios.in/policies/
45. EXTRACT OF ANNUAL RETURNS:
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company in Form MGT-7 for the Financial Year ended 31st March 2026 has been placed on the website of the Company and can be accessed at www.panoramastudios.in/annual-filings .
46. DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by them, the Directors of the Company state that:
- In the preparation of the annual financial statements for the Financial Year ended 31st March 2026, the applicable accounting standards have been followed and there are no material departures from the same;
- The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026 and of the profit and loss of the Company for the Financial Year ended on that date;
- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- The Directors have prepared the annual financial statements for the Financial Year ended 31st March 2026 on a going concern basis;
- The Directors have laid down adequate internal financial controls to be followed by the Company and such internal financial controls were adequate and operating effectively during the Financial Year 2025 2026; and
- The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the Financial Year 2025 2026.
47. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
The remuneration paid to the Directors, Key Managerial Personnel and Senior Management Personnel of the
Company during the Financial Year 2025 2026 was in accordance with the Nomination and Remuneration Policy of the Company and the applicable provisions of the Companies Act, 2013.
Pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the requisite disclosures relating to remuneration and other particulars of Directors, Key Managerial Personnel and employees of the Company for the Financial Year 2025 2026 are provided in the prescribed manner.
The statement containing the disclosures, including the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2025 2026, and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2025 2026, along with other particulars as required under the applicable provisions, is annexed to this Boards Report as Annexure IV and forms an integral part of this Report.
48. CFO CERTIFICATION:
The certification by the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company, as required under Regulation 17(8) read with Part B of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been obtained and forms part of this Annual Report.
The requisite CEO/CFO Certificate is annexed to this Boards Report as Annexure VI.
49. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading ("Code") in accordance with the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("PIT Regulations"), as amended from time to time. The Code provides a framework for regulating, monitoring and reporting trading in the securities of the Company by Directors, Designated Persons and other persons covered under the PIT Regulations.
The Company has established appropriate procedures for pre-clearance of trades, monitoring of trading by Designated Persons and closure of the Trading Window during periods when such closure is required under the applicable regulations. Trading Window closure notices are communicated to the Directors and Designated Persons and, wherever applicable, disseminated to the Stock Exchanges within the prescribed timelines.
The Company maintains a Structured Digital Database (SDD) in accordance with the requirements of the PIT Regulations, containing the requisite information relating to persons with whom Unpublished Price Sensitive
Information (UPSI) is shared. The Company has also implemented appropriate mechanisms for obtaining pre-clearance for trades by persons covered under the Code.
Any violation of the Code or the applicable provisions of the PIT Regulations, if identified, is dealt with in accordance with the prescribed procedures and is reported to the SEBI and/or Stock Exchanges, wherever required.
The Company Secretary acts as the Compliance Officer of the Company and is responsible for overseeing and monitoring compliance with the PIT Regulations and the Code. Matters relating to compliance with the PIT Regulations are placed before the Audit Committee/Board of Directors, as applicable.
The Company confirms that it has implemented the necessary systems and procedures to ensure compliance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, including the requirements relating to the Structured Digital Database and sharing of UPSI.
50. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
During the Financial Year 2025 2026, there were no applications made and no proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.
51. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE-TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the Financial Year 2025 2026, there was no one-time settlement of loans availed from banks or financial institutions. Accordingly, the disclosure regarding the difference between the valuation amount at the time of one-time settlement and the valuation while availing loans from banks and financial institutions is not applicable to the Company.
52. ACKNOWLEDGEMENTS:
The Board of Directors places on record its sincere appreciation and gratitude to the Companys shareholders, customers, business associates, suppliers, bankers, financial institutions, regulatory authorities and other stakeholders for their continued support, trust and cooperation during the Financial Year 2025 2026.
The Board also acknowledges the valuable contribution and commitment of the employees and management team of the Company. Their dedication, hard work and collective efforts have contributed significantly to the Companys operations and progress during the year.
The Directors look forward to the continued support and cooperation of all stakeholders as the Company pursues its objectives and works towards sustainable growth and long-term value creation.
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(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
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+91 9892691696
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IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
