SHEMAROO - Shemaroo Entert.
📢 Recent Corporate Announcements
Shemaroo Entertainment has issued a revised shareholding pattern (SHP) regarding its proposed preferential issue to promoters. The update corrects a previous omission by accounting for a potential dilution of 9,61,986 shares from outstanding ESOPs. Following the preferential issue and ESOP accounting, the promoter group's stake is projected to be 65.06% of the expanded capital. The total share count is expected to rise from 2,73,20,299 to 2,96,92,285 shares.
- Promoter and Promoter Group holding revised to 65.06% post-issue from 65.54% pre-issue.
- Correction includes 9,61,986 outstanding ESOPs previously omitted in the postal ballot notice.
- Promoter individual shareholding to increase from 1,60,84,080 to 1,74,94,080 shares via preferential allotment.
- Total post-issue equity base projected at 2,96,92,285 shares.
- Public shareholding (Non-Institutions) projected at 34.94% post-dilution.
The Bombay High Court has ruled in favor of Shemaroo Entertainment's top leadership, setting aside massive GST penalties. The Joint Managing Director, CEO, and CFO were previously facing individual penalties of ₹133.61 crores each, totaling over ₹400 crores, related to alleged inadmissible Input Tax Credit (ITC) of ₹70.26 crores. The court declared these notices and orders as 'without jurisdiction' and 'unsustainable in law.' This ruling significantly reduces the legal and regulatory overhang on the company's key management personnel.
- Bombay High Court set aside penalties of ₹133.61 crores each against the Joint MD, CEO, and CFO.
- The court ruled that the show cause notices were issued without jurisdiction and are unsustainable in law.
- The underlying dispute involved alleged inadmissible Input Tax Credit (ITC) of ₹70.26 crores.
- Company confirms no material financial impact on the entity itself following this favorable judgment.
- The ruling removes a significant personal liability threat from the company's top leadership team.
Shemaroo Entertainment has secured an interim stay from the Bombay High Court against a significant tax demand and penalty order. The dispute involves alleged inadmissible Input Tax Credit (ITC) of ₹70.26 crores, with total company-level penalties and demands exceeding ₹200 crores. Additionally, the JMD, CEO, and CFO were facing personal penalties of ₹133.61 crores each. The court has directed that no coercive action be taken until final orders are pronounced, providing a temporary reprieve for the company and its leadership.
- Bombay High Court stays recovery of ₹70.26 crores in alleged inadmissible ITC and associated penalties.
- Total potential financial liability for the company is approximately ₹203.87 crores excluding interest.
- Personal penalties of ₹133.61 crores each were levied on the JMD, CEO, and CFO under CGST/MGST Acts.
- The High Court has reserved its final orders after hearing the writ proceedings filed by the company.
Shemaroo Entertainment has issued a postal ballot notice to seek approval for a preferential allotment of 14,10,000 equity shares to its promoters and promoter group. The shares are priced at ₹110 each, totaling ₹15.51 crores, aimed at part repayment or appropriation of existing debt. This move indicates strong promoter support and a strategic focus on deleveraging the company's balance sheet. Shareholders can cast their votes electronically between February 12 and March 13, 2026.
- Preferential issue of 14,10,000 equity shares to four promoter and promoter group individuals.
- Issue price of ₹110 per share includes a premium of ₹100 over the ₹10 face value.
- Total aggregate consideration for the issuance is ₹15.51 crores.
- Allotment is intended for part repayment or appropriation of the company's existing debt.
- E-voting period concludes on March 13, 2026, with results to be announced by March 17, 2026.
Shemaroo Entertainment's board has approved a preferential issue of 14.1 lakh equity shares to its promoter group at a price of Rs 110 per share. The total fundraise amounts to Rs 15.51 crores and is specifically intended for the repayment or appropriation of existing unsecured debt. This move is a positive signal as it converts promoter debt into equity, thereby strengthening the balance sheet. The issue is subject to shareholder approval via a postal ballot and regulatory clearances.
- Issuance of up to 14,10,000 equity shares at an issue price of Rs 110 per share.
- Total capital infusion of Rs 15.51 crores from four key promoter group members.
- Proceeds to be utilized for repayment or appropriation of existing unsecured debt.
- Promoter holdings for individuals like Raman Hirji Maroo will increase from 14.70% to 15.21% post-allotment.
- Board has constituted a Preferential Issue Committee led by Independent Director Sunil Kumar Bansal.
Shemaroo Entertainment's board has approved a preferential issue of 14.1 lakh equity shares to its promoters at a price of Rs 110 per share. The total issue size is Rs 15.51 crores, which is specifically earmarked for the repayment or appropriation of existing unsecured debt. This move will see key promoters, including the CMD and CEO, increase their stake in the company. The issuance is subject to shareholder approval via a postal ballot and necessary regulatory clearances.
- Issuance of 14,10,000 equity shares at Rs 110 per share, including a premium of Rs 100.
- Total aggregate value of the preferential issue is Rs 15.51 crores.
- Proceeds will be used for the repayment or appropriation of existing unsecured debt.
- Promoter Raman Hirji Maroo's stake will increase from 14.70% to 15.21% post-allotment.
- A Preferential Issue Committee has been constituted to finalize documents and execute the process.
Shemaroo Entertainment reported a 2% YoY decline in Q3 FY26 revenue to ₹161 crores, primarily due to headwinds in traditional media and soft FMCG advertising. The company posted a net loss of ₹55 crores, heavily impacted by an accelerated inventory charge-off of approximately ₹30-35 crores and ₹34 crores in new initiative expenses. Digital media revenue showed resilience, growing 14% YoY to ₹81 crores, now comprising about 50% of total revenue. Management expects the inventory write-down cycle to conclude by Q4 FY26, potentially leading to a cleaner balance sheet and improved margins in FY27.
- Revenue from operations fell 2% YoY to ₹161 crores in Q3 FY26
- Reported an EBITDA loss of ₹67 crores, including ₹34 crores spent on new initiatives
- Digital media revenue grew 14% YoY to ₹81 crores, while traditional media fell 14% to ₹80 crores
- Inventory reduced significantly from ₹727 crores in Dec FY24 to ₹417 crores in Dec FY26
- Management confirmed that the accelerated inventory charge-off exercise will conclude in Q4 FY26
Shemaroo Entertainment has officially released the audio recording of its earnings conference call for the third quarter and nine months ended December 31, 2025. The call, held on January 30, 2026, provides management's perspective on the company's financial performance and strategic direction. This is a routine regulatory disclosure following the announcement of quarterly results. Investors can access the recording via the company's website to evaluate management commentary on content acquisition and digital growth.
- Earnings conference call for Q3 and 9M FY26 conducted on January 30, 2026, at 12:00 P.M. IST.
- Audio recording link made available on the company's investor relations portal as per SEBI regulations.
- The recording covers financial results for the period ending December 31, 2025.
- Provides transparency into management's discussion regarding the company's operational performance.
Shemaroo Entertainment's Board of Directors has approved the re-appointment of M/s. Mahajan & Aibara as the company's internal auditors. The appointment is set for the financial year 2026-2027, effective from April 1, 2026, to March 31, 2027. The auditing firm has over 40 years of experience in specialized internal and operational audit services for large Indian corporate houses. This move ensures continuity in the company's internal control and governance frameworks.
- Board approved re-appointment of M/s. Mahajan & Aibara (Registration No. 105742W) on January 29, 2026
- The term of appointment spans the entire FY 2026-2027, ending March 31, 2027
- The auditing firm brings over 40 years of experience in internal and operational audit services
- The disclosure was made in compliance with Regulation 30 of SEBI (LODR) Regulations, 2015
Shemaroo Entertainment reported a 2.2% YoY decline in Q3 FY26 revenue to INR 1,607 Mn, primarily due to a 14.4% slump in traditional media. While digital media grew by 13.8%, the company faced significant bottom-line pressure, reporting a net loss of INR 554 Mn compared to a loss of INR 364 Mn in the previous year. The results were heavily impacted by accelerated inventory charge-offs and a challenging advertising environment for traditional broadcasting. Management expects margins to remain under pressure in the near term but is optimistic about long-term value through digital expansion.
- Q3 FY26 revenue fell 2.2% YoY to INR 1,607 Mn, with traditional media revenue dropping 14.4% to INR 800 Mn.
- Net loss widened significantly to INR 554 Mn in Q3 FY26 from INR 364 Mn in the same period last year.
- EBITDA for the quarter was negative INR 674 Mn, representing a margin of -41.93%.
- Digital media revenue grew 13.8% YoY to INR 807 Mn, now contributing over 50% of total revenue.
- The company recorded INR 339 Mn in expenses related to new initiatives and inventory charge-offs during the quarter.
Shemaroo Entertainment reported a widening consolidated net loss of ₹55.43 crore for Q3 FY26, up from a loss of ₹36.37 crore in Q3 FY25. Revenue from operations declined slightly to ₹160.68 crore compared to ₹164.37 crore in the corresponding quarter of the previous year. The company's financial health is under pressure as total expenses reached ₹237.07 crore, significantly outpacing income. Furthermore, a recent GST appeal involving a ₹70.26 crore demand was decided against the company, adding significant legal and financial risk.
- Consolidated net loss widened to ₹55.43 crore in Q3 FY26 vs ₹36.37 crore YoY.
- Revenue from operations dipped 2.2% YoY to ₹160.68 crore.
- 9-month losses nearly doubled to ₹146.50 crore from ₹79.84 crore in the previous year.
- Total expenses surged to ₹237.07 crore, driven by ₹180.20 crore in operational costs.
- Adverse GST appeal order received for a demand of ₹70.26 crore plus penalties.
Shemaroo Entertainment reported a consolidated net loss of ₹55.4 crore for Q3 FY26, a significant increase from the ₹36.4 crore loss in the same quarter last year. Revenue from operations stood at ₹160.4 crore, showing a slight decline of 3% YoY but a 12% growth QoQ. The company's bottom line remains under severe pressure due to high operational costs of ₹150.2 crore and rising employee expenses. Furthermore, a major legal overhang persists as a GST demand and penalty totaling over ₹133 crore was recently ruled in favor of the tax department at the first appeal stage.
- Consolidated Net Loss widened to ₹55.43 crore in Q3 FY26 compared to ₹36.37 crore in Q3 FY25.
- Revenue from operations reached ₹160.38 crore, up 11.8% sequentially from ₹143.38 crore in Q2 FY26.
- Total expenses for the quarter rose to ₹237.07 crore, significantly exceeding the total income of ₹161.52 crore.
- The company is contesting a GST demand of ₹70.26 crore and a penalty of ₹63.35 crore after an adverse appeal order.
- Loss per share (EPS) for the quarter deteriorated to ₹(20.29) from ₹(13.35) in the year-ago period.
Shemaroo Entertainment Limited has scheduled its earnings conference call for the third quarter and nine months ended December 31, 2025. The call is set for January 30, 2026, at 12:00 PM IST, where management will discuss the unaudited financial results. Senior executives, including the CEO, COO, and CFO, will be present to provide insights into the company's operational performance and future outlook. This event is a standard regulatory procedure following the end of the fiscal quarter.
- Earnings conference call scheduled for January 30, 2026, at 12:00 PM IST.
- Discussion will focus on unaudited financial results for Q3 and 9M-FY26 ending December 31, 2025.
- Management representation includes CEO Hiren Gada, COO Arghya Chakravarty, and CFO Amit Haria.
- Universal dial-in numbers provided are +91 22 6280 1341 and +91 22 7115 8242.
Shemaroo Entertainment has filed its quarterly compliance certificate under Regulation 74(5) of the SEBI (Depositories and Participants) Regulations, 2018, for the period ending December 31, 2025. The certificate, issued by Registrar MUFG Intime India Private Limited, confirms that all dematerialization requests were processed and listed on stock exchanges within the prescribed timelines. The company also confirmed that physical certificates were mutilated and cancelled after verification. Notably, no rematerialization requests were received during this quarter.
- Compliance certificate submitted for the quarter ended December 31, 2025.
- Registrar MUFG Intime India Private Limited confirmed processing of all demat requests.
- Securities comprised in demat certificates are listed on relevant stock exchanges.
- Zero rematerialization (remat) requests were received during the reporting period.
- Verification and cancellation of physical certificates were completed as per SEBI norms.
Shemaroo Entertainment Limited has announced the closure of its trading window for all insiders and designated persons starting January 1, 2026. This action is in compliance with SEBI (Prohibition of Insider Trading) Regulations, 2015, ahead of the declaration of financial results for the quarter ending December 31, 2025. The window will remain closed until 48 hours after the unaudited financial results are officially published. Furthermore, the PANs of designated persons will be frozen by the depository to ensure strict adherence to trading restrictions.
- Trading window closure commences on Thursday, January 1, 2026.
- Restriction applies to insiders, designated persons, and their immediate relatives.
- Closure is related to the unaudited financial results for the period ended December 31, 2025.
- Trading window will reopen 48 hours after the results are announced to the exchanges.
- PAN of designated persons will be frozen by the depository as per SEBI circular dated July 19, 2023.
Financial Performance
Revenue Growth by Segment
Total revenue for H1-FY26 was INR 282.9 Cr, a decline of 10.61% YoY. Digital Media grew by 2.57% YoY to INR 127.5 Cr, while Traditional Media declined by 19.13% YoY to INR 155.4 Cr due to slower traction in B2B syndication and lower ad spend.
Geographic Revenue Split
Not disclosed in available documents, though the company operates in India and has a wholly-owned subsidiary in the USA (Shemaroo Media & Entertainment LLC).
Profitability Margins
Net Profit Margin for H1-FY26 was -32.19% compared to a net loss of INR 91.1 Cr. Profitability is heavily impacted by accelerated inventory amortisation and new initiative costs which totaled INR 64.9 Cr in H1-FY26.
EBITDA Margin
EBITDA Margin for H1-FY26 was -38.98% (EBITDA of INR -110.3 Cr). This represents a significant decline from previous periods where PBILDT margins were targeted above 9-15% for rating upgrades.
Capital Expenditure
The company invested heavily in content, with inventory increasing from INR 715 Cr in FY22 to INR 735 Cr in FY23. Debt was primarily availed to fund these acquisitions.
Credit Rating & Borrowing
Downgraded to CARE BB; Stable in March 2025 from CARE BB+; Stable. Previous ratings included CARE BBB-; Negative in 2023. The downgrade reflects moderated financial performance and uncertainty in cash flow generation relative to debt obligations.
Operational Drivers
Raw Materials
Content Inventory (Movie and Digital Rights) represents the primary 'raw material' cost, with inventory levels at INR 735 Cr as of FY23.
Import Sources
Primarily sourced from India through content aggregation, acquisition, and film production.
Key Suppliers
Not specifically named, but involves various film producers and content creators for aggregation.
Capacity Expansion
Current operations include 1 OTT platform (ShemarooMe) and 4 broadcasting channels. Expansion is focused on digital scaling rather than physical capacity.
Raw Material Costs
Content acquisition costs are high; new initiative costs (net of revenue) were INR 64.9 Cr in H1-FY26, representing approximately 23% of revenue.
Manufacturing Efficiency
Measured by content monetization; YouTube channels garnered over 11 billion views in Q2-FY26, showing high digital asset utilization.
Logistics & Distribution
Distribution is primarily digital (YouTube, OTT, DTH) and satellite-based, reducing traditional physical logistics costs.
Strategic Growth
Expected Growth Rate
15%
Growth Strategy
Achieved through scaling the ShemarooMe OTT platform (8 new titles in Q2-FY26), expanding YouTube presence (73.5M subscribers on FilmiGaane), and transitioning from a B2B-heavy model (80% traditional pre-2018) to a balanced Digital/B2C model (37% digital in FY25).
Products & Services
OTT subscriptions (ShemarooMe), YouTube content, Satellite Channel broadcasting, Digital Syndication, and preloaded devotional devices.
Brand Portfolio
Shemaroo, ShemarooMe, Shemaroo FilmiGaane, Shemaroo Entertainment, Shemaroo Gujarati.
New Products/Services
Released 8 new titles on ShemarooMe Gujarati in Q2-FY26; new initiative costs of INR 64.9 Cr in H1-FY26 are expected to drive future B2C revenue.
Market Expansion
Focus on regional markets (Gujarati) and international digital distribution via the US subsidiary.
Market Share & Ranking
FilmiGaane is a top-tier YouTube channel in India with 73.5 million subscribers.
Strategic Alliances
Partnerships with DTH operators, Telecom companies for B2B2C distribution, and YouTube/Facebook for ad-revenue sharing.
External Factors
Industry Trends
Rapid shift from linear TV to OTT and short-form digital content; Shemaroo is positioning itself by increasing digital revenue contribution from 20% to 37%.
Competitive Landscape
Intense competition from global OTT giants (Netflix, Amazon) and domestic broadcasters (Zee, Star) in the syndication and digital space.
Competitive Moat
Moat is built on a large, diverse content library (aggregation model) and massive YouTube subscriber base (133M+ across top channels), which are difficult to replicate quickly.
Macro Economic Sensitivity
Highly sensitive to corporate ad-spend budgets which fluctuate with GDP growth and consumer demand.
Consumer Behavior
Shift toward regional language content and digital-first consumption, prompting the release of 8 regional titles in a single quarter.
Geopolitical Risks
Minimal, as operations are primarily domestic, though digital content is subject to global platform (YouTube/Meta) policy changes.
Regulatory & Governance
Industry Regulations
Subject to Ministry of Information and Broadcasting regulations and GST compliance for content rights transfers.
Taxation Policy Impact
Standard Indian corporate tax rates apply; however, the company faces significant tax-related legal challenges.
Legal Contingencies
Significant pending CGST matter involving a demand for inadmissible Input Tax Credit (ITC) of INR 70.26 Cr, plus interest and penalties totaling over INR 200 Cr (including a specific penalty of INR 133.61 Cr). Also a GST DRC-07 order for INR 30.61 lakh.
Risk Analysis
Key Uncertainties
The primary uncertainty is the ability to generate free cash flow to meet debt obligations given the H1-FY26 net loss of INR 91.1 Cr.
Geographic Concentration Risk
High concentration in the Indian market, particularly regional segments like Gujarat.
Third Party Dependencies
High dependency on YouTube and Facebook for digital traffic and monetization (11 billion views in Q2).
Technology Obsolescence Risk
Risk of traditional media formats (DTH/Cable) becoming obsolete faster than digital revenue can scale to cover costs.
Credit & Counterparty Risk
Receivables quality is a concern given the stretch in the operating cycle mentioned in credit reports.