Panorama Studios AGM: ₹1,500 cr RPT and borrowing cap

AGM outcome: what happened on 30 September 2026

Panorama Studios International Limited concluded its 46th Annual General Meeting (AGM) on September 30, 2026, with shareholders passing key ordinary and special resolutions. The meeting was held through Video Conferencing (VC) and Other Audio-Visual Means (OAVM) in line with SEBI Listing Regulations. It began at 3:00 pm and ended at 3:14 pm. The company’s AGM outcome included a higher threshold for material related-party transactions. Shareholders also approved enhanced financial authorisations for borrowing and for loans, guarantees, security, and investments. The company indicated that the final e-voting results, along with the scrutinizer’s report, would be disclosed within two working days on BSE Limited and on the company website. Panorama Studios International trades as PANORAMA on NSE and under code 539469 on BSE.

Material related-party transaction (RPT) cap raised to ₹1,500 crore

A central item at the AGM was the revision of the material related-party transaction limit. Shareholders approved the cap up to ₹1,500 crore through a special resolution. The approval aligns with the Companies Act provisions referenced by the company in its AGM agenda, which included Section 188 for related-party transactions. The company’s disclosures positioned the revision as a governance authorisation that requires shareholder consent. The higher limit gives the company room to execute transactions with related parties within an approved ceiling, subject to applicable rules and internal approvals. The AGM documentation and outcome notes described the item as a “limit revised up to ₹1,500 crore.” The resolution was part of a broader set of permissions sought alongside borrowing and investment authorisations.

Borrowing powers approved under Section 180(1)(c)

Shareholders also passed a special resolution expanding Panorama Studios International’s borrowing powers. The authorisation was sought and approved under Section 180(1)(c) of the Companies Act, 2013. The company’s AGM-related disclosures referenced a borrowing limit of up to ₹1,500 crore. Such approvals are typically required when borrowings cross prescribed thresholds and need shareholder consent. The AGM outcome indicates the company now has a shareholder-backed ceiling for future borrowings within the authorised amount. The company had earlier sought the same approval as part of its AGM notice and board-approved agenda placed before shareholders. The resolution is an enabling approval and does not, by itself, confirm immediate borrowing.

Section 186 approval: loans, guarantees, security, investments

Another special resolution covered limits for loans, guarantees, security and investments under Section 186 of the Companies Act, 2013. Panorama Studios International’s disclosures cited a limit of up to ₹1,250 crore for this authorisation. The AGM agenda referenced an increase in these limits, and shareholders approved it. This approval provides headroom for the company to extend loans, provide guarantees, create security, or make investments within the authorised ceiling, subject to compliance requirements. Alongside borrowing and RPT approvals, the Section 186 resolution formed the third major financial authorisation item. The company framed these items as part of routine corporate approvals requiring shareholder consent.

Adoption of FY26 financial statements and director by rotation

The adoption of standalone and consolidated audited financial statements for FY26 was included among the ordinary business items. Shareholders approved the adoption of these audited financials. The AGM also included a director appointment item under ordinary resolution. The company disclosed the “replacement of retiring director by rotation,” and it also referenced the reappointment of Mr. Abhishek Pathak, who was retiring by rotation. These items were part of the standard AGM agenda alongside the special business resolutions. The approvals collectively address statutory reporting and board composition requirements.

Independent directors reappointed for second five-year terms

Shareholders passed special resolutions to reappoint two independent directors. Sandeep Kumar Sahu and Rekha Agarwal were reappointed for second terms of five years each. The company’s disclosures stated that these second terms run through 2031. The reappointments were listed distinctly as separate special resolutions at the AGM. Rekha Agarwal was also among the directors noted as attending the meeting. The approvals indicate continuation of independent board oversight, subject to the terms approved by shareholders.

Voting, scrutiny and key attendees

Panorama Studios International used the e-voting facility provided by National Securities Depository Limited (NSDL). Voting rights could be exercised from September 27 to September 29, 2026, as disclosed by the company. Mr. Nitesh Chaudhary of Nitesh Chaudhary & Associates acted as the scrutinizer for the e-voting process. Mr. Yatin Vilas Chaphekar served as Company Secretary, and Mr. Rahul Sarda of Sigma C & Co. attended as the statutory auditor. Directors attending included Mr. Abhishek Pathak, Mr. Vinesh Shah and Ms. Rekha Agarwal. The Chairman and Managing Director, Mr. Kumar Mangat Pathak, provided a brief overview of business developments during the year. The company also noted that three registered members participated as speakers during the session.

Timeline and meeting logistics disclosed before the AGM

The company had issued the AGM notice on September 8, 2026, scheduling the meeting for September 30, 2026 at 3:00 pm via VC/OAVM. It also stated that the Integrated Annual Report for FY26 was uploaded on its website. Panorama Studios International disclosed that the register of members and transfer books would remain closed from September 24, 2026 to September 30, 2026, both days inclusive. The company also published newspaper clippings of the AGM notice and remote e-voting under Regulation 47(1)(d) of SEBI (LODR) and submitted the filing to BSE on September 10, 2026. Separately, the company disclosed content-rights related transactions during September, including an assignment agreement to acquire worldwide perpetual rights for the Malayalam film “Koodu,” and a separate update on acquiring dubbing rights for “Anomie - The Equation of Death” in most Indian languages.

Key approvals at a glance

Why these resolutions matter for investors and governance

The AGM approvals primarily expand the company’s financial and operational headroom within defined shareholder-approved limits. Raising the RPT cap to ₹1,500 crore is a material governance permission and is relevant because related-party dealings are closely monitored under listing and company law requirements. The ₹1,500 crore borrowing authorisation under Section 180(1)(c) provides flexibility for financing, but it remains an enabling approval rather than a confirmed borrowing plan. The ₹1,250 crore authorisation under Section 186 similarly enables loans, guarantees, security creation, and investments within a ceiling. For shareholders, the combined set of approvals signals that Panorama Studios International has sought and secured permissions that can support transactions and capital decisions when needed, while still requiring disclosures and compliance. The company’s stated next procedural step is the announcement of voting results along with the scrutinizer’s report within two working days on the BSE platform and its website.