Annual Report for the Financial Year 2025-2026

VISION CINEMAS LTD. CIN: L33129KA1992PLC013262. #24/1, 5th Main Road, Jayamahal Extension, Jayamahal, Bengaluru KA 560046 IN 25/08/2026 The Listing Department, BSE Limited, P. J. Towers, Dalal Street, Mumbai-40000, Maharashtra. Scrip Code: 526441 | ISIN: INE515B01025 Subject: Regulation 34 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Annual Report for the financial year 2025-26. Pursuant to Regulation 34 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Annual Report of the Company for the financial year 2025-26. The Notice of the 33rd Annual General Meeting, together with the Annual Report for the financial year 2025-26, has been sent by email to the shareholders who have registered their email IDs with the Company / with any depository. Further, a letter containing the web link to the Notice of the 33rd Annual General Meeting and the Annual Report has been dispatched to the shareholders who have not registered their email IDs. The Annual Report is also available on the Company’s website at https://www.visioncinemas.in/annualreport2025-2026 This is for your information and record. Thanking you. For Vision Cinemas Limited Bindiganavale Rangavasanth Managing Director (DIN:01763289) Website: https://www.visioncinemas.in/ Email : visiontechindia@yahoo.com Phone: +91 80 2333 8227 +91 80 2333 1074 VISION CINEMAS LIMITED CORPORATE INFORMATION BOARD OF DIRECTORS Mr. Bindiganavale Rangavasanth Managing Director Executive Director Mrs. Anitha Vasanth Independent Director Mr. Muthuswamy Hariharan Independent Director Mr. Babu Reddy Srinivas Reddy KEY MANAGERIAL PERSONNEL Mr. Bindiganavale Rangavasanth Managing Director Mrs. Anitha Vasanth Chief Financial Officer Ms. Kanti Gajanana Hegde Company Secretary & Compliance Officer OTHER INFORMATION Statutory Auditors M/s. Manoj Acharya Chartered Accountants Secretarial Auditors Mr. CS S Suresh, Practicing Company Secretary (M. No:68778) COP: 25575 Bankers INDIAN BANK #24/1, 5th Main Road, Jayamahal Extension, Jayamahal, Benson Town, Registered Office Bangalore North, Karnataka, India, 560046 L33129KA1992PLC013262 Telephone: +91 8023338227 Contact E-mail: cs@visioncinemas.in Website: visioncinemas.in Integrated Registry Management Services Private Limited Bangalore office: No. 30, Ramanna Residency, 4th Cross Sampige Road, Bangalore-560003, Registrar & Share Phone No:- 080-23460815, Transfer Agent e-mail: irg@integratedindia.in NOTICE The Members, Notice is hereby given that the33rd Annual General Meeting of the members of Vision Cinemas Limited will be held on Wednesday, 16th September 2026 at 3:00 PM (IST) through Video Conferencing (VC)/ Other Audio Visual Means (OAVM) to transact the following business: ORDINARY BUSINESS Item No.1: Adoption of Accounts: To receive, consider, approve and adopt the Audited Financial Statements of the Company for the financial year ended 31st March 2026 together with the reports of the Board of Directors and Auditors thereon and in this regard to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT the Audited Financial Statements of the Company for the financial year ended 31st March 2026 together with the report of the Board of Directors and Auditors thereon, be and are hereby received, considered, approved and adopted.” Item No.2: Re-Appointment of Retiring Director: To re-appoint Mrs. Anita Vasanth (DIN: 01763255), who retires by rotation and being eligible, offers himself for re-appointment, and in this regard, to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and all other applicable provisions, if any, of the Companies Act, 2013, Mrs. Anita Vasanth (DIN: 01763255), who retires by rotation at this Annual General Meeting and, being eligible, offers himself for re-appointment, be and is hereby re- appointed as a Director of the Company, liable to retire by rotation.” SPECIAL BUSINESS Item No.3 To give approval for Related Party Transactions and in this regard pass the following Resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s) or enactment thereof for the time being in force), and applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, consent of the members of the Company be and is hereby accorded to the Board of Directors to approve related party transactions, which are not on arm’s length basis, entered or to be entered into by the Company for an amount not exceeding Rs.20 Crores, severally for each of the following parties: Nature of Duration of Maximum Name of Related Nature of Section 188(1) Transaction Contract Value (per Party Relationship Clause (s) annum) Member & Entity Revenue On going with common key Share on S I Media LLP 188(1)(a) to (f) Rs. 20 Crores managerial Screening person Income Vasanth Color Member & Entity NA On going 188(1)(a) to (f) Rs. 20 Crores Laboratories Ltd. with common key managerial person Pyramid Wholly owned NA On going 188(1)(a) to (f) Rs. 20 Crores Entertainment (India) subsidiary Private Limited Visual Communication Entity with Advertiseme On going 188(1)(a) to (f) Rs. 20 Crores Services (Partnership common key nt And Firm) managerial Screening person Services Kavita Director's Advertiseme On going 188(1)(a) to (f) Rs. 20 Crores Communications Proprietorship nt And (Proprietorship Firm) Screening Services RESOLVED FURTHER THAT interested directors in any contract or arrangement with the above related party will not be present at the meeting during discussion on this subject matter of the resolution relating to such contract or arrangements. RESOLVED FURTHER THAT the Board of Directors of the Company (including any Committee thereof) be and is hereby authorized to do all such acts, deeds, matters and things and to finalize and execute all such documents, as may be considered necessary, expedient or desirable to give effect to this resolution, including to alter, vary or modify the terms and conditions thereof, and to settle any question or difficulty that may arise in this regard." Item No.4: To Appoint CS S. Suresh, Practicing Company Secretary as Secretarial Auditors for conducting Secretarial Audit of the Company for a period of five consecutive years commencing from FY 2026-27 till FY 2030-31. “RESOLVED THAT pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”), read with Rule 9 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, (including any statutory modification(s) or re- enactment(s) thereof, for the time being in force), and Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and based on the recommendation of the Audit Committee and the approval of the Board of Directors of the Company, consent of the Company be and is hereby accorded for appointment of CS S. Suresh, Practicing Company Secretary, as the Secretarial Auditor of the Company for a period of five(5) consecutive financial years, commencing on April 01, 2026, until March 31, 2031, to conduct a Secretarial Audit of the Company and to furnish the Secretarial Audit Report. “RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to fix the annual remuneration plus applicable taxes and out-of-pocket expenses payable to them during their tenure as the Secretarial Auditors of the Company, as determined by the Audit Committee in consultation with the said Secretarial Auditors”. “RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to t [Showing first 8,000 characters — download PDF for full document]