As Per AGM Notice

PANORAMA STUDIOS INTERNATIONAL LIMITED CIN: L74110MH 1980PLC330008 Regd Office: 2202, 2203, 2204, Signature, Suresh Sawant Road, Off Veera Desai Road, Andheri (West), Mumbai: 400053 Tel No: 022-42862700, email: info@ainvest.co.in , info@panoramastudios.in Website: www.panoramastudios.in NOTICE IS HEREBY GIVEN THAT THE 46TH ANNUAL GENERAL MEETING OF PANORAMA STUDIOS INTERNATIONAL LIMITED will be HELD ON, WEDNESDAY 30TH DAY OF SEPTEMBER, 2026 AT 03:00 P.M. THROUGH VIDEO CONFERENCING (‘VC’)/OTHER AUDIO-VISUAL MEANS (‘OAVM’) TO TRANSACT THE FOLLOWING BUSINESSES: ORDNARY BUSINESS: 1.ADOPTION OF ACCOUNTS: To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: To receive, consider and adopt (a) The standalone audited financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon; and (b) The audited consolidated financial statement of the Company for the financial year ended March 31, 2026 and the report of Auditors thereon and, in this regard, to consider and if thought fit, to pass the following resolutions with or without modification, if any, as Ordinary Resolutions: a) “RESOLVED THAT the audited standalone financial statement of the Company for the financial year ended March 31, 2026 and the reports of the Board of Directors and Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.” b) “RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended March 31, 2026 and the report of Auditors thereon, as circulated to the Members, be and are hereby considered and adopted.” 2.APPOINTMENT OF DIRECTOR IN PLACE OF RETIRING DIRECTOR BY ROTATION: To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: To recommend to members for re-appointment of Mr. Abhishek Pathak (DIN: 00700868) Director, who is retiring by rotation and being eligible offered himself for re-appointment, and, in this regard, to consider and if thought fit, to pass the following resolutions with or without modifications, if any as Ordinary Resolutions: "RESOLVED THAT Mr. Abhishek Pathak (DIN: 00700868) Director of the Company, who retires by rotation at this 46th Annual General Meeting and being eligible offered himself for re-appointment, be and is hereby re-appointed as a Director of the Company and that his period of office be liable to determination by retirement of Directors by rotation." SPECIAL BUSINESS: 3. APPROVAL FOR REVISION IN MATERIAL RELATED PARTY TRANSACTION AMOUNT UPTO RS. 1500.00 CRORES To consider and if thought fit, to pass with or without modification, if any, the following resolution as a Special Resolution: PANORAMA STUDIOS INTERNATIONAL LIMITED CIN: L74110MH 1980PLC330008 Regd Office: 2202, 2203, 2204, Signature, Suresh Sawant Road, Off Veera Desai Road, Andheri (West), Mumbai: 400053 Tel No: 022-42862700, email: info@ainvest.co.in , info@panoramastudios.in Website: www.panoramastudios.in “RESOLVED THAT pursuant to the provisions of the Regulations 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 188 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014; and in accordance with the prevailing provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with rules made thereunder (including any statutory modification(s), amendments or re-enactment(s) thereof for the time being in force) and subject to such other approvals, consents, permissions and sanctions of any authorities as may be necessary, consent of the Members be and is hereby accorded to the Board of Directors/or the Audit Committee of the Company as the case may be to exercise the power conferred by this resolution and to enter into related party transaction(s) including material related party transactions by company with Related Parties namely M/s Panorama Studios Private Limited, Panorama Studios Inflight LLP (Formerly Known as Panorama Studios Distribution LLP), M/s Panorama Music Pvt. Ltd., M/s. Panorama Music Regional Private Limited, M/s Brain on Rent LLP, Mr. Kumar Mangat Pathak, Mr. Abhishek Kumar Pathak, Ms. Anamika Pathak, Mr. Raghav Sachar, Ms. Amita Pathak Sachar, Mrs. Neelam Pathak, Mr. Sanjeev Joshi, Ms. Anjana Joshi, Mr. Murlidhar Chatwani, Big Screen Entertainer (Proprietorship firm), Omjee Cine World, M/s Big Screen Distributor (Proprietorship firm), M/s My Big Films Pvt. Ltd., M/s S. A. Enterprises (Proprietorship firm), M/s Panorama Studios (Proprietorship firm), M/s Big Screen Media LLP, M/s Hazelknight Media & Entertainment Pvt. Ltd., Abhishek Pathak Films Pvt Ltd, Archana Auti , Tvisha Chhatwani, Shivaleekha Oberoi Pathak, Santosh Auti, Panorama Global Studios Media Studies and Consultancies co. L.L.C , for (i) sale, purchase, services or supply of any goods, materials, assets (Movable/Immovable), Rights or Services; (ii) selling or otherwise disposing of, or buying, property of any kind; (iii) leasing of property of any kind; (iv) availing or rendering of any services; (v) appointment of any agent for purchase or sale of goods, materials, services or property; (vi) such related party’s appointment to any office or place of profit in the company, its subsidiary company or associate company; (vii) Sub Contract Arrangement (viii) Borrowing from Related Party; (ix) Lending to Related Party; (x) buying, selling, leasing any music, movie, webseries, serial, rights etc. at the value of which either singly or all taken together in a financial year may exceed ten per cent of the annual consolidated turnover of the Company as per last audited financial statements or any amended prescribed limits as per the Companies Act, 2013 and its Rules, SEBI (LODR) Regulations, 2015 for an estimated amount of up to Rs. 1500 crores (Rupees One Thousand Two hundred and Fifty Crores) for single transaction or series of transactions for a period of 18 months from 01st April, 2026 to 30th September, 2027 on such terms and conditions as may be mutually agreed between the Company and the related parties. RESOLVED FURTHER THAT the Board of Directors and/or Audit Committee thereof be and is hereby severally authorized to settle any question, difficulty or doubt that may arise with regard to giving effect to the above resolution and to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient to give effect to this resolution and for the matters connected herewith or incidental hereto including professional advice from external sources.” PANORAMA STUDIOS INTERNATIONAL LIMITED CIN: L74110MH 1980PLC330008 Regd Office: 2202, 2203, 2204, Signature, Suresh Sawant Road, Off Veera Desai Road, Andheri (West), Mumbai: 400053 Tel No: 022-42862700, email: info@ainvest.co.in , info@panoramastudios.in Website: www.panoramastudios.in 4. TO CONSIDER AND APPROVE THE BORROWING POWERS OF THE COMPANY U/S 180(1)(C) OF THE COMPANIES ACT, 2013: To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Section 180 (1)(c) and other applicable provisions, if any, of the Companies Act, 2013, and subject to the approval of shareholders in general meeting, the consent of the Board be and is hereby accorded to the Board of Directors of the Company for borrowing from time to time as they may think fit, any sum or sums of money not exceeding Rs. 1,500 Crore, including the money already borrowed by the Company Exceeding in aggregate, for the time being, of the paid up capital of the Company and its free reserves, that is to say, reserves not set apart for any specific purpose. RESOLVED FURTHER THAT a draft of the resolution together with the explanatory statement, a draft [Showing first 8,000 characters — download PDF for full document]