Vasu Bhagnani Industries Ltd Directors Report

DIRECTORS REPORT

Dear Shareowners,

Your directors have pleasure in presenting the Thirty Eighth Annual Report along with the Audited Accounts and Financial Statements (including consolidated financial statements) for the year ended on 31^st March, 2025.

1. Financial Results (Standalone & Consolidated):

				(Rs. In Lakhs)
	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	947.28	5,477.74	1,658.15	5,833.93
Total Expenses	907.08	4,607.08	1,044.96	4,715.48
Profit before exceptional items & tax	40.20	870.66	613.19	1,118.45
Exceptional items	0.00	0.00	0.00	0.00
Profit before Tax	40.20	870.66	613.19	1,118.45
Tax Expenses	(12.50)	(309.57)	(11.57)	(309.57)
Other comprehensive income (net of tax)	0.00	0.00	-176.37	10.36
Total comprehensive income for the year	27.70	561.09	448.39	819.24

Operational Performance:

During the financial year 2024-25, total revenue for standalone and consolidated are Rs.947.28 Lakhs and Rs.1,658.15 Lakhs respectively, decreased as compared to Rs.5,477.74 and Rs.5,833.93 respectively in the previous year; Profit before Tax for the current year is standalone Rs.40.20 Lakhs and consolidated Rs.613.19 Lakhs as against standalone Rs.870.66 Lakhs and consolidated Rs.1,118.45 Lakhs in the previous year and the total comprehensive income for the current year stood at standalone Rs.27.70 Lakhs and consolidated Rs.448.39 Lakhs as against standalone Rs.561.09 Lakhs and consolidated Rs.819.24 Lakhs in the previous year.

Segment Performance:

The Company is engaged in the business of entertainment and films either through coproduction and production of such films and subsequently exploiting and distributing such films in India through music release, theatrical distribution, television licensing and other new media distribution avenues.

2. Reserves:

During the year under review, no amount was transferred to Reserves.

3. Dividend:

Considering the prevailing economic conditions and the requirement of cash the Board of Directors does not recommended any dividend for the financial year ended 31^st March, 2025.

4. Subsidiary, Associate and Joint Venture Companies:

Modern Production FZ LLC is 100% Subsidiary of the Company and the Company has 90% stake in M/s Pooja Leisure and Lifestyle. Kindly refer Form AOC-1 which is enclosed as Annexure-I and forms part of this report.

5. Preferential Warrants and its Conversion to Equity Shares

During the reporting period, the Company has allotted 2,89,50,000 Warrants (Equity

Convertible Warrants) on Preferential basis to promoters and non-promoters (1,19,00,000 Warrants and 1,70,50,000 Warrants with face value of Rs. 10/- each on premium of Rs. 20/- by subscribing 25% of the issue price in the Board Meeting held on 05^th April, 2024 and 08^th April, 2024 respectively). Amongst which 2,04,35,000 warrants have been converted to Equity Shares on receipt of outstanding 75% amount of the issue price during the year.

After the period under review, remaining 85,15,000 warrants was also converted to Equity Shares on receipt of outstanding 75% amount of the issue in the Board Meeting held on 21^st August, 2025. As on date there are no outstanding warrants pending to be converted to Equity Shares.

6. Share Capital & Listing:

The paid-up equity capital as on 31^st March, 2025 was Rs.55,43,85,000/-. The Company confirms that it has paid the Annual Listing fees for the year to the BSE where the Companys shares are listed.

During the reporting period, the Company have allotted 2,04,35,000 Equity Share of Rs.10/- each pursuant to conversion of Convertible Warrants which were issued in Extra Ordinary General Meeting held on 14th March, 2024.

However, after the period under review, remaining 85,15,000 warrants were converted to Equity Share resulting in the paid-up equity capital to increase to Rs.63,95,35,000/-, which are in process of listing over Bombay Stock Exchange (BSE).

7. Annual Return

As per the requirements of Section 92(3) and Section 134(3)(a) of the Act the Company shall place Annual Return as at 31^st March, 2025, upon filing on the website of the Company at https://vashubhagnaniindustries.com/annual-return/. By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part of the Boards report.

8. Revision in Financial Statements:

In terms of section 131 of the Companies Act, 2013, the Financial Statements and Boards Report are in compliance with the provisions of section 129 or section 134 of the act and that no revision has been made during any of the three preceding Financial Years.

9. Deposits:

The Company has neither accepted nor invited any deposit from the public and hence directives issued by Reserve Bank of India and the provisions of Chapter V (Acceptance of deposits by Companies) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

10. Material changes and commitments:

There were no Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report except as follows:

During the period under review, the Company has changed its Registered Office from "Pooja House, 1^st Floor, CTS No. 892-893, Opp. J. W. Marriott Hotel, Juhu, Mumbai - 400049" to "1 Coelho House, No. 2 Juhu Vasant Baha CHS Ltd, Juhu Tara Road, Juhu, Near Sea Princes Hotel, Mumbai 400049" in the Board Meeting held on 06^th May, 2024.

11. Disclosure of Significant Orders Passed by Regulators or Courts or Tribunal:

No significant and material orders passed which impact on the going concern and the operations in future.

12. Directors Responsibility Statement:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) in the preparation of the annual accounts for the year ended 31^st March, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the same period;

c) proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared on a going concern basis;

e) they have laid down internal financial controls in the Company that are adequate and were operating effectively and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.

13. Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mrs. Puja Vashu Bhagnani (DIN: 00044593), Managing Director retiring by rotation in ensuing Annual General Meeting and being eligible offers herself for reappointment.

The Board in their meeting held on 31^st August, 2024 has appointed Ms. Kavita Ashok Jain (DIN: 10751214) as an Additional Independent Director. Further Ms. Kavita Ashok Jain has been appointed as a Non- Executive Independent Director of the Company in the Annual General Meeting held on 27^th September, 2024.

Further, the members approved re-appointment of Mr. Narendrakumar Badrinarayan Patel (DIN: 08467505) as Non-Executive Independent Director of the Company in the 37^th Annual General Meeting held on 27^th September, 2024, after acknowledging his qualification and expertise for the post, for the second term of 5 years up to 26^th September, 2029.

Further, the Board has appointed Mr. Narendrakumar Badrinarayan Patel (DIN: 08467505) as chairman by passing a unanimous resolution w.e.f. 31^st August, 2024 until further any resolution passed in this regard.

Further, two consecutive five-year terms of Mr. Habibulla Sayed (DIN: 06535028) as an Independent Director has been concluded at the 37^th Annual General Meeting held on 27^th September, 2024.

In compliance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, brief resume, expertise and other details of Directors proposed to be appointed/re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

14. Disclosure of Declaration for Disqualifications by Directors:

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board appraised the same and found that none of the director is disqualified for holding office as director.

15. Disclosure of Declaration for Independence by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence under sub-section (6) of section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

16. Familiarization Program for Independent Directors:

The Independent Directors are provided with necessary documents/ brochures, reports and internal policies, Quarterly updates on relevant statutory, regulatory changes, visits to the site of the company are organised for the Independent Directors. Detailed information on the Companys business is made at the meetings of the Independent Directors from time to time. The details of such programs for Independent Directors are posted on the website of the company and can be accessed at vashubhagnaniindustries.com.

17. Separate Meeting of Independent Directors:

As mandated by Clause VII of Schedule IV of the Companies Act, 2013, a separate meeting of Independent Directors was held on 12^th February, 2025. The Independent Directors in the said meeting has reviewed the performance of Non-Independent directors and Board as a whole including the performance of the Chairperson of the Company after accounting the views of executive directors and non-executive directors and also assessed the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

18. Report on Corporate Governance:

As stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, a separate report on Corporate Governance forms part of this report is enclosed as Annexure-II. A certificate from the Auditors confirming compliance with the conditions of Corporate Governance is enclosed as Annexure-III and forms part of this report.

19. Performance Evaluation & Nomination and Remuneration Policy:

Pursuant to section 134(3)(p) of Companies Act 2013 and rule 8(4) of Companies (Accounts) Rules, 2014 and clause 17(10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of its Committees as per the criteria laid down in the Nomination, Remuneration and Evaluation policy. The said policy including above said criteria and other matters provided in Section 178(3) of the Act is provided in the Corporate Governance Report forming part of this Report also the policy is available on the Companys website i.e. https://vashubhagnaniindustries.com/policy/.

20. Policies:

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. The SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and Companies Act, 2013 has mandated the formulation of certain policies for all listed companies. All our corporate governance polices are available on our website (vashubhagnaniindustries.com). The policies are reviewed periodically by the board and updated on need and new compliance requirement.

21. Board Meeting:

• Number of Meetings of the Board:

During the year under review, 12 (Twelve) Board meetings were held on 05^th April, 2024, 08^th April, 2024, 30^th April, 2024, 06^th May, 2024, 13^th May, 2024, 21^st May, 2024, 14^th June, 2024, 21^st June, 2024, 10^th July, 2024, 31^st August, 2024, 14^th November, 2024 and 12^th February, 2025. Details of the Board of Directors and attendance is as under:

Name & DIN of Director	Position	No. of meeting entitled to attend	No. of meeting attended	Last AGM attended
Mrs. Puja Vashu Bhagnani (DIN: 00044593)	Managing Director	12	12	Yes
Mr. Vashu Lilaram Bhagnani (DIN:00043481)	Non executive Director	12	12	No
Mrs. Deepshikha Deshmukh (DIN:02146210)	Non executive Director	12	12	Yes
Mr. Narendrakumar Badrinarayan Patel (DIN:08467505)	Independent Director	12	12	Yes
Mr. Habibulla Sayed (DIN:06535028)	Independent Director	10*	10	Yes
Ms. Kavita Ashok Jain (DIN:10751214)	Independent Director	2**	2	Yes

*Two consecutives five-year term of Mr. Habibulla Sayed as an Independent Director was concluded at the 37^th Annual General Meeting held on 27^th September, 2024.

**Ms. Kavita Ashok Jain has been appointed w.e.f. 31^st August, 2024.

22. Audit Committee:

The Audit Committee reviews the audit reports submitted by the Internal Auditors and Statutory Auditor, financial results, effectiveness of internal audit processes and the Companys risk management strategy. It reviews the Companys established systems and the Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013 and Regulation 18 read with part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Committee met 5 (Five) times during the financial year on 21^st May, 2024, 10^th July, 2024, 30^th August, 2024, 14^th November, 2024 and 12^th February, 2025.

• Composition, Name of Members and Attendance during the year is as follows:

Name of the Member	Nature of Membership	No. of Meetings Attended/eligible to attend
Mr. Narendra kumar Badrinarayan Patel	Chairman	5/5
Mr. Habibulla Sayed	-	3/3*
Ms. Kavita Ashok Jain	Member	2/2**
Mrs. Deepshikha Deshmukh	Member	5/5

*Two consecutives five-year term of Mr. Habibulla Sayed as an Independent Director was concluded at the 37^th Annual General Meeting held on 27^th September, 2024

** Ms. Kavita Ashok Jain has been appointed w.e.f. 31^st August, 2024

23. Nomination and Remuneration Committee:

This Committee shall identify the persons, who are qualified to become Directors of the Company/who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

The Remuneration policy as adopted by the Company envisages payment of remuneration according to qualification, experience and performance at different levels of the organization. The employees in the Company including those rendering clerical, administrative and professional service are suitably remunerated according to Industry norms.

During the year under review, Nomination and Remuneration Committee met 3 (Three) times Committee during the year on 30^th August, 2024, 14^th November, 2024 and 12^th February, 2025.

• Composition, Name of Members and Attendance during the year is as follows:

Name of the Member	Nature of Membership	No. of Meetings Attended/eligible to attend
Ms. Kavita Ashok Jain	Chairman	2/2**
Mr. Narendrakumar Badrinarayan Patel	Member	3/3
Mr. Habibulla Sayed	-	1/1*
Mrs. Deepshikha Deshmukh	Member	3/3

*Two consecutives five-year term of Mr. Habibulla Sayed as an Independent Director was concluded at the 37^th Annual General Meeting held on 27^th September, 2024 **Ms. Kavita Ashok Jain has been appointed w.e.f. 31^st August, 2024

24. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee is constituted in accordance with Section 178 of the Companies Act, 2013 and applicable rules thereto and as per Regulation 20 of SEBI Listing Regulations.

The Committee met 2 (Two) times Committee during the year on 30^th August, 2024 and 14^th November, 2024.

• Composition, Name of Members and Attendance during the year is as follows:

Name of the Member	Nature of Membership	No. of Meetings Attended/eligible to attend
Ms. Kavita Ashok Jain	Chairman	1/1*
Mr. Habibulla Sayed	-	1/1**
Mr. Narendrakumar Badrinarayan Patel	Member	2/2
Mrs. Deepshikha Deshmukh	Member	2/2

*Ms. Kavita Ashok Jain has been appointed w.e.f. 31^st August, 2024

**Two consecutives five-year term of Mr. Habibulla Sayed as an Independent Director was concluded at the 37^th Annual General Meeting held on 27^th September, 2024

25. Corporate Social Responsibility Committee

As per the provisions of Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) Committee constituted by the Board of Directors exists. For details of the composition of the Committee, the CSR policy and other relevant details that are required to be disclosed under the provisions of Section 134(3)(o) of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure V attached herewith and which forms part of this report.

26. Auditors:

I. Statutory Auditors-

M/s D S M R & CO, Chartered Accountants (Firms Registration No. 128085W) were appointed as the Statutory Auditors of the Company in the 37^th AGM held on 27^th September, 2024, for a term of five consecutive years till the AGM to be held for FY 2029. The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. Further no fraud has been reported by the auditors under sub section (12) of section 143 of the Companies Act, 2013.

II. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s B K Pradhan & Associates, (FRN: S2012MH172500 & Peer Review No. 2022/2022), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from FY 2025- 26 to FY 2029-30, subject to approval of the Shareholders of the Company at the ensuing AGM.

The Secretarial Audit Report in accordance with the provisions of Section 204 of the Companies Act, 2013 for FY 2024-25 is enclosed as Annexure-IV and forms part of this report. The Boards comments for the observation:

Boards Comment: The Company is required to obtain special contingency insurance policy but the same was not taken and the Company is in search of required insurance product. No fine was levied for the same by any of the authorities.

III. Cost Records:

Maintenance of cost records has not been specified by the Central Government in terms of provisions of section 148 of the Companies Act, 2013.

27. Particulars of Loans, Guarantees or Investments u/s 186:

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of the investments held by company are given in the notes to the financial statements.

28. Particulars of Contracts or Arrangements with Related Parties u/s 188:

All related party transactions undertaken by the Company during the year under review were reviewed and approved by the Audit Committee and were in accordance with the Companys Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, formulated and adopted by the Company.

All contracts, arrangements, and transactions entered into with Related Parties during the year under review were in the ordinary course of business and on arms length basis. As per the Listing Regulations, any related party transaction exceeding Rs.1,000 crore or 10% of the annual consolidated turnover, as per the last audited financial statement whichever is lower, is considered as material and requires the Members approval. Accordingly, the Company sought and obtained the necessary Members approval for the year under review.

Further, there are no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel ("KMP") or Senior Management Personnel that may have a potential conflict with the interest of the Company at large. All related party transactions have been appropriately disclosed in the Notes to the Financial Statements forming part of this Annual Report.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, adopted a policy to regulate transactions between the Company and its Related Parties, in compliance with the applicable provisions of the Companies Act, 2013, the Rules thereunder and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at vashubhagnaniindustries.com.

29. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo:

As the Company is not a manufacturing Company, the Board of Directors has nothing to report on conservation of Energy and Technology absorption, Information required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

(a) Conservation of energy

1. The steps taken or impact on conservation of energy - N.A.

2. The steps taken by the Company for utilizing alternate sources of energy - N.A.

3. The capital investment on energy conservation equipments - N.A.

(b) Technology absorption

1. The efforts made towards technology absorption - N.A.

2. The benefits derived like product improvement, cost reduction, product development or import substitution - N.A.

3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-

a. The details of technology imported - N.A.

b. The year of import; - N.A.

c. Whether the technology been fully absorbed - N.A.

d. If not fully absorbed, areas where absorption has not taken place, and reasons thereof - N.A.

e. The expenditure incurred on Research and Development - N.A.

(c) During the year under review, Foreign Exchange earnings and outgo

Earnings	Rs. 5,49,75,000
Outgo	NIL

30. Business Risk Management:

The Company has been addressing various risks impacting the Company and the Board of Directors of the Company state that risk associated in the ordinary course of business is duly taken care by the board while taking business decisions. However, the constitution of Risk Management Committee is not applicable to the company, but company has framed the policy for Risk Management and uploaded the same on website of the company, at vashubhagnaniindustries.com.

31. Corporate Social Responsibility (CSR):

The report is annexed as Annexure-V.

32. Internal Control Systems and their Adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis which forms part of this report.

33. Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and Listing Regulations, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at vashubhagnaniindustries.com.

34. Commission received by Directors from Holding and Subsidiary:

During the year under review neither the Managing Director nor Director is in receipt of commission from the Company and also has not received any remuneration or commission from any holding or subsidiary company of Company u/s 197(14).

35. Managerial Remuneration:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year end;

Name of Director	Ratio to median Remuneration
Puja Vashu Bhagnani (MD)	2.67

Other than above none of the directors were paid any remuneration during the year.

2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;

Name of Director/CFO/CS	Designation	% increase/(decrease) in remuneration
Mrs. Puja Vashu Bhagnani	Managing Director	0%
Mr. Omkar Dronacharya Pathak	Chief Financial Officer	0%
Ms. Shweta Ramesh Soni	Company Secretary and Compliance Officer	0%

The Company is having profit during the current financial year i.e. 2024-25. The remuneration of the KMPs is duly reviewed on annual basis keeping in mind the tenure, the past performance and current performance.

3. The percentage increase in the median remuneration of employees in the financial year was: No Increase

4. The number of permanent employees on the rolls of Company as on 31.03.2025 was 7;

5. Average Percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof;

Remuneration paid to employees excluding managerial personnel for the 2023-24	Rs.14,52,000
Remuneration paid to employees excluding managerial personnel for the 2024-25	Rs.12,26,500
% Change in remuneration paid to employees excluding managerial personnel	-15.53%
Remuneration paid to managerial personnel for the FY 2023-24	Rs. 34,36,300
Remuneration paid to managerial personnel for the FY 2024-25	Rs. 34,80,000
% Change in remuneration paid to managerial personnel	1.27%

Further there are no exceptional circumstances for increase in the managerial remuneration.

6. During the year no variable component of remuneration availed by Directors of the Company;

7. It is hereby affirmed that the remuneration paid by the Company to its Directors, KMPs and Employees during the year under review is as per the Nomination & Remuneration Policy of the company.

8. None of the employee has received remuneration of Rupees Eight Lakhs and Fifty Thousand per month or Rupees One Crores Two Lakhs per year or at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

36. Equity Shares with Differential Voting Rights:

The Company has not issued any shares with differential voting rights and accordingly the provisions of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed thereunder are not applicable for the year.

37. Details of Sweat Equity Shares:

The Company has not issued any sweat equity shares and accordingly the provisions of Section 54 read with Rule 8(13) of the Companies (Share Capital and debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

38. Disclosure on confirmation with Secretarial Standards:

The Directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India to be complied pursuant to the Companies Act, 2013 and rules made there under, have been duly complied with.

39. Details of Employees Stock Option Scheme:

The Company has not granted stock options and accordingly the provisions of Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 of the Companies Act, 2013 and rules framed there under are not applicable for the year.

40. Disclosure of Voting Rights not Exercised:

The Company has not made any provision of money for the purchase of, or subscription for, shares in the company or its holding company, if the purchase of, or the subscription for, the shares by trustees is for the shares to be held by or for the benefit of the employees of the Company and accordingly the provisions of Chapter IV (Share Capital and Debentures) of the Companies Act, 2013 and rules framed there under are not applicable for the year.

41. Depository:

Equity shares of the Company are traded in Demat form as well as in physical form. For dematerialization of shares, the Company has connectivity with the National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Annual Custody/Issuer fee for the year 2024-25 has been paid by the Company to NSDL and CDSL.

42. Management Discussion and Analysis:

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

43. Cash Flow Statement:

In conformity with the provisions of the Companies Act, 2013 and Regulation 34(2) of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the cash flow statement for the year ended 31^st March, 2025 is annexed hereto.

44. Obligation of Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

As the Company does not fall under the limits specified by the Act to set up Internal Compliant Committee. However, the Management in order to prevent sexual harassment of women at work place authorized Mrs. Deepshikha Deshmukh to look into complaints relating to sexual harassment at work place of any women employee.

During the year under review the Company has neither received any complaint of harassment nor any complaints pending there under.

45. Maternity benefit:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

46. Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information under SEBI (Prohibition of Insider Trading) Regulations, 2015:

Pursuant to Regulation 8 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 the Board of Directors has formulated and adopted the "Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" (Code of Fair Disclosure) of the Company.

47. Other Disclosures

-The Business Responsibility & Sustainability Report on the environmental, social and governance disclosures as required by Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2025.

- No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

- There was no one time settlement of loan obtained from the Banks or Financial Institutions.

48. Acknowledgement:

The Directors wish to place on record their sincere appreciation and acknowledge with gratitude the support and co-operation extended by the Bankers, Shareholders, customers, suppliers, contractors and other associates for their continued support to the Company. The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. We look forward to their continued support in the future.

For and on Behalf of the Board of Directors of
Vashu Bhagnani Industries Limited
(Formerly known as Pooja Entertainment and Films Limited)
Puja Vashu Bhagnani	Deepshikha Deshmukh
Managing Director	Director
DIN: 00044593	DIN: 02146210
Place: Mumbai	Place: Mumbai
Date: 25.08.2025	Date: 25.08.2025