SHEMAROO ENTERTAINMENT LIMITED — AGM Information 2021

Sep 21, 2021

Ref No.: SEL /Reg. 30- LODR / Sept-2021/ 01

The Secretary, National Stock Exchange of India Limited Exchange Plaza, Bandra-Kurla Complex Bandra (E), Mumbai-400 051. NSE Symbol: SHEMAROO

The Secretary, BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai-400 023. Scrip Code : 538685

Dear Sir I Madam,

Re: SHEMAROO ENTERTAINMENT UMITED - ISIN: INE363M01019

Sub: Regulation 30 of the SEBI (LODR), Regulations, 2015 - Disclosure of Material Event / Information.

This is to inform you that the 161 h Annual General Meeting of the Company was held on Monday, September 20, 2021 at 04:00 P.M. through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM").

In this regards, please find enclosed summary of the Proceedings of the 161 h Annual General Meeting under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements}, Regulation 2015.

Kindly take same on the record.

Thanking you,

Yours faithfully, For Shemaroo Entertainment Limited

Company Secretary & Compliance Officer Membership No.: A23755

Summary of the proceedings of the 161 hAnnual General Meeting of Shemaroo Entertainment Limited held on September 20, 2021

The 161 h Annual General Meeting of the Members of the Company was held on September 20, 2021 at 04:00 P.M., through Video Conferencing ("VC")/Other Audio-Visual Means ("OAVM") pursuant to Circular No. 14/2020 dated April 08, .2020, Circular No.17 /2020 dated April 13, 2020 issued by the Ministry of Corporate Affairs followed by Circular No. 20/2020 dated May 05, 2020 and Circular No. 02/2021 dated January 13, 2021 and all other relevant circulars issued from time to time issued by the Securities and Exchange Board of India ("SEBI Cir~ular") and in compliance with the provisions of the Companies Act, 2013 ("Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"). The meeting commenced at 04:00 P.M.

Mr. Dipesh Gosar, Company Secretary of the Company explained the procedural and technical aspect to the shareholders for attending the meeting.

Mr. Buddhichand Maroo, Non-Executive Chairman of the Company, chaired the Meeting. In aggregate, 61 Members were present at the AGM. The requisite quorum being present, the Chairman called the meeting to order.

Mr. Raman Maroo, Managing Director welcomed all the Directors and Shareholders to the 161 Annual General Meeting of the Company. The Managing Director had Joined the video conference along with Mr. Hiren Gada, Whole Time Director, CEO & CFO and Mr. Dipesh U. Gosar, Company Secretary from the registered office of the Company.

He then introduced the Directors present for the AGM and other representatives one by one.

Mr. Raman Maroo addressed the members by giving brief note on the Company's brief strategy; remarkabl/e achievements in broadcasting vide its monetization through advertising during the year on both its channels i.e. Shemaroo MarathiBana and Shemaroo TV., relaunched ShemarooMe's Gujarati proposition. Further, Mr. Hiren U. Gada, CEO & CFO also addressed the Members and presented an overview of the financial performance of the Company for the financial year ended March 31, 2021 and its future outlook.

The Members were informed that the following registers and documents were available on the Company's website at www.shemarooent.com for inspection electronically during the meeting:

• The Registers of Directors & Key Managerial Personnel with their shareholding
• The Registers of Contracts & Arrangements

Mr. Dipesh U. Gosar, Company Secretary & Compliance Officer continued with further proceedings and with the consent of the Members, the Annual Accounts, Directors Report along with Auditors' Report and the Notice convening the AGM were taken as read.

SHEMAROO ENTERTAINMENT LIMITED Shemaroo House, Plot No. 18, Marol Co - Op. Industrial Estate, Off Andheri Kurla Road , Andheri (E), Mumbai - 400 059. Tel. : +91 - 22 4031 9911 I Fax: +91 - 22 2851 9770 I Email: shemaroo@shemaroo.com shemarooent.com I GIN: L67190MH2005PLC158288

He further informed the Members that pursuant to the provisions of the Companies Act, 2013, Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company had provided the remote e-voting facility to all its members in respect of businesses to be transacted at the 161 h AGM. Thee-voting period was commenced on September 17, 2021 at 09:00 AM and end on September 19, 2021 at 05:00 PM.

The Members joining the meeting through video conferencing, who had not cast their vote by means of remote e-voting, had pro,vided opportunity to vote through e-voting facility provided on the AGM portal of NSDL during the course of the meeting. The e-voting facility was continue to available for 15 minutes even after the conclusion of AGM.

Mr. Manish Ghia of M/s. Manish Ghia & Associates, Practicing Company Secretary have been appointed as the Scrutinizer for the purpose of scrutinizing the entire voting process in a fair and transparent manner.

The following items of business as set out in the Notice convening the 161 hAGM were recommended for consideration, approval & adoption of the shareholders.

Ordinary business:

• 1. To receive, consider and adopt the Audited Financial Statements (including audited Consolidated financial statements) for the financial year ended March 31, 2021 together with the Reports of the Directors and the Auditors thereon.
• 1. To appoint a Director in place of Mr. Buddhichand Maroo (DIN: 00169319), who retires by rotation and being eligible, offers himself for re-appointment.
• 1. To appoint a Director in place of Mr. Jai Maroo (DIN: 00169399), who retires by rotation and being eligible, offers himself for re-appointment.
• 1. To appoint Mukund M Chitale & Co., Chartered Accountants, Statutory Auditors (FRN 106655W) for a term of five years and to fix their remuneration .

Special business:

• 1. To increase the authorized share capital of the company and consequential amendment in the Capital clause of the memorandum of association of the company.
• 1. Approval of payment of remuneration to Mr. Raman Maroo (DIN: 00169152) Managing Director of the company.
• 1. Approval of payment of remuneration to Mr. Atul Maru (DIN: 00169264) Joint Managing Director of the company.
• 1. Approval of payment of remuneration to Mr. Hiren gada (DIN: 01108194) Whole Time Director, CEO & CFO of the company.
• 1. Approval of payment of remuneration to Mr. Jai Maroo (DIN: 00169399) Executive Director of the company.

The Company Secretary then invited the moderator to initiate with the questions and answers session. The members were given opportunity to speak in the order in which they had given their names and all the questions raised were answered satisfactorily by Mr. Hiren Gada, CEO & CFO of the Company.

The Company Secretary then announced that the members who had not cast their vote through remote e-voting, the window will remain open for another 15 minutes. He also announced that combined results of the remote e-voting shall be placed on the website of the Company and also on website of the Stock Exchanges within 48 hours of the conclusion of the meeting.

The meeting was ended with vote of thanks to the Chair at 05:00 PM.