Vasu Bhagnani Industries Ltd Management Discussions

MANAGEMENT DISCUSSION AND ANALYSIS

Economy Scenario:

The Company is engaged in Entertainment and Media industry since 2008. The Company is pleased to announce that the Company has collaborated with Pooja Leisure and Lifestyle for engaging in Real Estate Business as well.

-Media and Entertainment Industry:

In 2025, traditional media and entertainment companies are expected to confront larger competitors— not just for time and attention, but also for the content and advertising that fuel the video business. The cost of content continues to rise for the largest TV, film, and gaming studios, while the capital intensity of data centers and AI hangs over hyperscalers and top social platforms. Between global companies delivering free user-generated fare and the rise of interactive and immersive gaming experiences, media habits have shifted, and reliable business models have been challenged.

As growth for paid or subscription products slows amid heightened industry competition and constrained consumer spending - particularly in mature markets - advertising is forecast to represent a significant driver of revenue growth for the E&M industry at-large.

Of the three major E&M categories analysed (connectivity, advertising, consumer), advertising is expected to grow fastest - three times as fast (6.1% CAGR) as the consumer category (2%).

The fastest growing E&M revenue metrics over the next five years are all advertising driven - including retail advertising (15%), social and mobile on-stream video advertising (15%), and connected TV instream internet advertising (14%). Digital formats, which account for 72% of overall ad revenue in 2024, will rise to 80% in 2029, with new technologies including AI and hyper-personalisation expected to drive this even further. High growth areas include retail search advertising in e-shopping (rising from 32.7% in 2020 to 45.5% in 2029) and advertising in video games (rising from 32.8% in 2024 to 38.5% in 2029).

AI is impacting the E&M industry in many ways. One of the areas in which it is likely to influence revenue growth is in connected TV (any television that connects to the internet to stream video content). In 2020, connected TV advertising revenue equated to just 5.9% of total traditional broadcast TV advertising. In 2024, this figure had jumped to 22%. But with the rise of digital engagement and the prospect of AI-assisted hyper-personalisation, which may lead to greater end- user uptake, connected TV ad revenues will rise to $51 billion in 2029 - equal to 45% of traditional broadcast TV advertising.

For now, connectivity remains the largest category, with spending reaching US$1.3 trillion in 2029, growing at CAGR of 2.8% and driven mainly by mobile internet service revenue. However, advertisings pronounced growth rates are set to see the gulf between connectivity and advertising spend rapidly narrow by 2029.

-Real Estate Industry:

Despite prevailing global economic uncertainty, the Indian real estate sector has demonstrated sustained momentum over the past year, emerging as a key pillar of the nations economic revival. It continues attracting strong interest from domestic and international investors, driven by structural reforms, urbanisation and evolving consumer aspirations.

In particular, Indias residential real estate market has rebounded sharply in the post-pandemic period. From FY 2019 to 2025, total residential sales in major cities have surged by nearly 77% per cent, underscoring buyer confidence from FY 2019 to FY 2025. Primary transactions, comprising under construction homes sold by developers, accounted for 57% per cent of the total transactions in FY 2025. Secondary transactions, involving the resale of properties, made up the remaining 43% per cent, showing a notable shift from the 38% per cent share recorded in FY 2019.

Indias residential market maintained its upward momentum in FY2024-25, though trends varied by price segment. Affordable housing saw mixed results—sales fell 9% YOY in Q1 2025, but unsold inventory reduced by 19%, indicating gradual absorption. Growth remained restricted due to limited new launches and a developer shift toward premium housing. Despite affordability challenges, steady end-user demand helped clear inventory.

Luxury housing (above INR 1 crore) surged from 2019 to 2025, driven by higher incomes, lifestyle changes, and targeted developer efforts.

The industrial and warehousing sector maintained its growth, driven by 3PL players, e-commerce, ‘Make in India, and rising logistics needs for shifting consumer and supply chain dynamics.

Office leasing rebounded sharply in FY2025, hitting record levels. Demand surged due to GCCs, IT/ITES, e-commerce, and flexible workspaces, especially in Tier 1 cities and emerging Tier 2 hubs. Indias office market shows strong absorption and positive rental growth. (Source: Square yards report)

Business Overview:

Vashu Bhagnani Industries Limited (BSE Script Code: 532011) (Formerly known as Pooja

Entertainment and Films Limited) is a leading Entertainment content house in the India and an integrated player in the Media and Entertainment Industry. It co-produces and produces films, as well as exploits and distributes films in India and also in overseas through music release, theatrical distribution, television licensing, and other new media distribution avenues.

In addition to its entertainment endeavors, the company has recently ventured into real estate projects. Mr. Vashu Bhagnani, the Promoter and Director of the company, is widely recognized as a prolific producer in the public domain. He has also distinguished himself in the construction sector under the brand name "Pooja Constructions." His notable success in the construction business is a testament to his professional vision and unwavering commitment to excellence.

Leveraging this experience and expertise, Mr. Bhagnani is now spearheading the companys entry into the real estate market. The inaugural project under this new business segment involves the transformation of an existing commercial building into a luxurious residential haven in the heart of Juhu.

Operational Overview:

During the year, the company has carried line production for movie Bade Miyan Chote Miyan and Mere Husband ki Biwi.

Company continues its focus on building a strong movie slate for the future.

Financial Performance Overview:

Financial Results (Standalone & Consolidated):

				(Rs. In Lakhs)
	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Total Revenue	947.28	5,477.74	1658.15	5,833.93
Total Expenses	907.08	4,607.08	1044.96	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 on standalone and consolidated of the company are Rs.947.28 Lakhs and Rs.1658.15 Lakhs as against Rs.5477.74 Lakhs and Rs.5833.93 Lakhs 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.1118.45 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 Wise Performance:

The Company is engaged in the business of entertainment and films either through co-production 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.

Opportunities & Threats:

-In Media and Entertainment Industry:

Opportunities: -

• Rapid Digitalization and Technological Advancements: The advent of digital platforms and the increasing penetration of the internet across India present significant opportunities for growth in the media and entertainment industry. The rise of Over-The-Top (OTT) platforms such as Netflix, Amazon Prime, and Hotstar has revolutionized content consumption patterns, offering vast potential for content creators and distributors to reach a larger audience. (KPMG India, "Indias Digital Future,")

• Growing Middle Class and Increased Disposable Income: The expanding middle class and rising disposable income levels in India have led to higher consumer spending on entertainment. This trend is expected to drive demand for diverse and high-quality content across various media formats, including films, television, and digital media. (Source: PwC India, "Entertainment and Media Outlook 2023-2027," 2023)

• Regional Content Expansion: There is a growing demand for regional content as audiences increasingly seek content in their native languages. This presents an opportunity for media companies to produce and distribute content tailored to regional preferences, thereby capturing a larger market share. (Source: FICCI-EY, "Reimagining Indias M&E Sector")

• Advertising Revenue Growth: The Indian advertising market is projected to grow significantly, driven by increased spending by brands on digital advertising. The proliferation of social media platforms and the integration of advanced data analytics offer lucrative opportunities for targeted advertising. (Source: Dentsu India, "Digital Advertising in India,")

• Expansion of Film and Television Production: The global success of Indian films and television shows has opened up opportunities for co-productions and collaborations with international studios. This expansion can lead to increased investment in the Indian entertainment industry and the creation of high-quality content for both domestic and international audiences. (Source: Deloitte, "The Future of Indian Entertainment,")

Threats:-

Accelerating secular trends across the entire media ecosystem. Worsening declines in linear TV and shifts in advertising away from legacy media could weaken media issuers credit metrics.

Failure to scale streaming. Not all media companies will build scale with their streaming services. There will likely be a maximum number of streaming services the world needs.

Macroeconomic weakness/geopolitical shocks/a global trade war could hurt consumer discretionary spending, which will affect streaming subscription growth and advertising.

The potential for sustainable streaming profitability margins. Disney recently provided guidance for 10% operating income margins by 2026 and double-digit margins longer-term, and Netflix is approaching sustainable 30% margins. This level may be out of reach for legacy media companies with smaller global scale and greater dependence on high-priced sports programming.

Media consolidation. With the change in U.S. administration and expectations for a more lenient regulatory environment, mergers and acquisitions (M&A) look more likely. However, we believe continued regulatory bias against tech companies, a lack of capital for legacy media companies, sizable differences in perceived valuation, and cultural issues will limit significant M&A in 2025.

AI presents both opportunities and risks. Companies have already identified, and in some cases already implemented, ways in which AI could unlock material workflow efficiencies. How AI can be used to create content is still being determined and may be fraught with legal and regulatory risk.

In conclusion, while the media and entertainment industry in India is poised for significant growth driven by digitalization, rising consumer demand, and regional content expansion, it must navigate challenges such as piracy, regulatory hurdles, intense competition, economic uncertainties, and technological disruptions. By strategically leveraging opportunities and mitigating threats, industry players can achieve sustainable growth and success.

-In Real Estate Industry:

Opportunities:-

• Housing Demand: Economic growth, rising income levels, and stabilized housing prices have led to increased demand for homes. The shift to remote and hybrid work models is driving the need for more spacious living arrangements, with flexible work options allowing employees to live further from their offices, boosting residential property demand.

• Sector Consolidation: The Indian real estate sector, historically fragmented, is undergoing significant consolidation. The pandemic has accelerated this trend, sidelining weaker participants and creating opportunities for dominant developers to meet the growing housing demand.

• Affordable Housing: Affordable housing remains a key focus for developers and the government. The new Union budgets Middle-Class Housing Scheme and the Pradhan Mantri Awas Yojana (PMAY) target significant housing development, indicating a surge in demand for affordable homes, supported by economic revival and rising incomes.

• Digital Real Estate Sales: Digital marketing is crucial for real estate sales. Developers are leveraging technology to engage with buyers, offer virtual tours, and facilitate online property purchases. Advanced tools like VR, AR, and AI-driven chatbots enhance customer experiences, with online transactions expected to grow.

Threats:-

• Economic and financial pressures:

Global economic volatility and elevated domestic interest rates impacted homebuyer affordability and increased the cost of capital for developers. As housing prices rose faster than incomes, affordability constraints became more pronounced, particularly in mid income and affordable segments. Private equity remained active, but fundraising for early-stage projects tightened.

• Economic and financial pressures:

Supply chain disruptions, rising material costs, and margin pressures strained project viability. Developers needed to diversify sourcing and manage budgets carefully to sustain timelines. Additionally, growing sustainability expectations, particularly for commercial Grade A assets, added incremental compliance costs, although ESG adoption remains at an early stage in India.

• Regulatory and approvals hurdles:

Land acquisition complexities, delayed environmental clearances, and slower municipal approval processes continued to cause project delays and added execution risk. While regulatory reforms like RERA have improved sectoral transparency, procedural hurdles remain particularly acute for new developments and smaller players.

• Urbanisation and infrastructure gaps:

Urban expansion continued to outpace infrastructure creation, leading to congestion and pressure on civic amenities, especially in Tier-2 and emerging Tier-3 cities. Infrastructure bottlenecks affected project attractiveness and viability beyond metro locations.

• Digital transformation and cybersecurity risks:

The push towards technology driven real estate, including smart homes and digital transactions, has increased vulnerabilities to cybersecurity risks. Protecting sensitive data and adapting internal processes became essential, requiring additional investments by developers and service providers.

Outlook:

Media and Entertainment Industry: The global entertainment & media (E&M) industry edged towards US$3 trillion in revenue in 2024 and is forecast to hit $3.5 trillion in 2029 as advertising spend surges across platforms, according to PwCs Annual Global Entertainment & Media Outlook 2025-29, released today.

The E&M industry is projected to grow at a compound annual growth rate (CAGR) of 3.7% until 2029 - a rate above the projected global economic growth average, but below pre-pandemic highs. Economic uncertainty and anaemic consumer spending growth, amid heightened domestic and international competition in the industry, is expected to weigh on E&M growth rates through the forecast period until 2029.

As growth for paid or subscription products slows amid heightened industry competition and constrained consumer spending - particularly in mature markets - advertising is forecast to represent a significant driver of revenue growth for the E&M industry at-large.

Of the three major E&M categories analysed (connectivity, advertising, consumer), advertising is expected to grow fastest - three times as fast (6.1% CAGR) as the consumer category (2%).

The fastest growing E&M revenue metrics over the next five years are all advertising driven - including retail advertising (15%), social and mobile on-stream video advertising (15%), and connected TV instream internet advertising (14%). Digital formats, which account for 72% of overall ad revenue in 2024, will rise to 80% in 2029, with new technologies including AI and hyper-personalisation expected to drive this even further. High growth areas include retail search advertising in e-shopping (rising from 32.7% in 2020 to 45.5% in 2029) and advertising in video games (rising from 32.8% in 2024 to 38.5% in 2029).

AI is impacting the E&M industry in many ways. One of the areas in which it is likely to influence revenue growth is in connected TV (any television that connects to the internet to stream video content). In 2020, connected TV advertising revenue equated to just 5.9% of total traditional broadcast TV advertising. In 2024, this figure had jumped to 22%. But with the rise of digital engagement and the prospect of AI-assisted hyper-personalisation, which may lead to greater end- user uptake, connected TV ad revenues will rise to $51 billion in 2029 - equal to 45% of traditional broadcast TV advertising.

For now, connectivity remains the largest category, with spending reaching US$1.3 trillion in 2029, growing at CAGR of 2.8% and driven mainly by mobile internet service revenue. However, advertisings pronounced growth rates are set to see the gulf between connectivity and advertising spend rapidly narrow by 2029.

Real Estate Industry: Indias real estate sector enters FY 2025-26 on a resilient footing, supported by structural drivers such as urbanisation, infrastructure expansion, capital market innovations, and accelerating digitalisation. Despite global uncertainties and domestic affordability challenges, the sector is expected to continue evolving towards greater institutionalisation, technological integration, and sustainable growth.

Residential demand is anticipated to sustain its momentum, driven by the mid-income and premium segments, while affordable housing may face ongoing affordability pressures. Developers are expected to strategically pivot towards well-connected suburban hubs and Tier-2 cities, leveraging infrastructure-led growth corridors. Cities like Jaipur, Bhubaneswar, Nagpur, and Vishakhapatnam are becoming growth hotspots due to increased government focus on regional development and rising employment opportunities outside of traditional metros. Developers are shifting focus from high-end to volume-based affordable projects that offer greater sales velocity and cater to the aspirations of Indias growing middle class. At the same time, the concept of "live-work play" communities—self- sustained townships offering integrated amenities—is gaining momentum among urban homebuyers.

Commercial real estate will likely remain robust, fuelled by the continued expansion of global capability centres (GCCS), technology sector leasing, and growing tenant demand for flexible, ESG- compliant Grade A office spaces. Digitalisation, tenant experience upgrades, and smart asset management will become increasingly critical for maintaining occupancy and rental growth. Office spaces will not disappear but will evolve to become more flexible, collaborative, and technology- enabled. The demand for Grade A offices, tech parks, and managed co-working spaces is expected to remain strong, especially in IT hubs like Bengaluru, Hyderabad, Pune, and Chennai. Further, India is fast becoming a global hub for data centres, thanks to the exponential rise in digital consumption, which is attracting heavy investment from technology firms and global investors.

Industrial and logistics assets are poised for further expansion, supported by domestic manufacturing incentives (PLI schemes), fuelled by the boom in e-commerce, rapid digitisation of retail, and the push for robust supply chain networks. This sector is shifting from fragmented, unorganised setups to institutional grade warehousing parks. The implementation of GST and the National Logistics Policy is helping to streamline operations and attract foreign direct investment (FDI) in this space.

Investment trends are expected to deepen around platform-led acquisitions, strategic mid-sized consolidations, and expanding REIT platforms. The evolution of small and medium REITs (SM REITs) is unlocking new investor participation, and emerging innovations such as real estate tokenisation— although still nascent—offer the potential to further democratise ownership and enhance liquidity in traditionally illiquid asset classes.

Technology integration will continue to reshape the sector, with AI, blockchain, IoT, and data-driven asset management transforming development, leasing, and customer engagement models. Cybersecurity, data protection, and smart infrastructure investments will become core operational priorities. A defining trend in the coming years will be adopting sustainable practices and green building standards. With increased awareness of climate change and pressure from regulators and investors, real estate players are moving toward net-zero buildings, energy efficient materials, and ESG-compliant designs. Smart home technologies integrated with AI and IoT will also become mainstream, as consumers prioritise security, convenience, and energy conservation.

(Source: grantthornton)

Internal Control Systems and their Adequacy:

Adequate systems of internal controls that commensurate with the size of operation and the nature of business of the Company have been implemented. Risks and controls are regularly viewed by senior and responsible officers of the Company that assure strict adherence to budgets and effective and optimal use of resources. The Internal control systems are implemented to safeguard Companys assets from unauthorized use or disposition, to provide constant check on cost structure, to provide adequate financial and accounting controls and implement accounting standards.

Disclosure of Accounting Treatment:

In the preparation of the financial statements for the year ended 31^st March, 2025, the applicable Indian Accounting Standards (Ind AS) have been followed. Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017.

Human Resource Development:

The Company comprises a small team of professionals, who are result oriented, committed and loyal. The number of permanent employees on the rolls of Company as on 31.03.2025 was 7. The Company is in Media & Entertainment industry, Human Resource Management (HRM) plays a crucial role in ensuring smooth functioning of this industry. The Company provides regular training and development programs to its employees to ensure that they are equipped with the necessary skills and knowledge to perform their roles efficiently.

Key Financial Ratios:

In the key financial ratios for the Financial Year ended 31^st March, 2025, viz., the Debtors Turnover ratio, Inventory Turnover ratio, Interest Coverage ratio, Current ratio, Debt Equity ratio and Operating

Profit margin, there were no significant changes (i.e., change of 25% or more) as compared to the immediately preceding Financial Year.

Ratios	Calculation	2025	2024	Explanations
	Sales Revenue			Due to Increase in sales and
Debtors Turnover Ratio	Average Accounts Receivable	2.5	2.15	Decrease in average trade receivables
Inventory Turnover	Cost of Goods Sold	0.22	1.02
Ratio	Average Inventory
	EBITDA			Due to Increase in Interest
Interest Coverage Ratio	Interest Expenses	3.49	14.07	Expense which is incurred on funds required for working capital
Current Ratio	Current Assets	3.37	1.89
	Current Liabilities
Debt Equity Ratio	Total Outside Liabilities	0.01	0.26	Higher ratio on account of acceptance of loan for working capital requirement
	Shareholders Equity
Operating Profit Margin	EBITDA	17.16%	8.70%	Due to Increase in Sales
	Sales Revenue			Revenue
Net Profit Margin	Net Income after tax	3.04%	10.24%	Due to Increase in Turnover
	Sales Revenue
Return on Net Worth	Net Income after tax	0.24%	12.76	Due to Increase in Sales
	Shareholders Equity

Cautionary Statement:

Certain statements contained in this Managements Discussion and Analysis ("MD&A") constitutes "forward-looking statements". These include statements about Managements expectations, beliefs, intentions or strategies for the future, which are indicated by words such as "anticipate, intend, believe, estimate, forecast and expect" and similar words. All forward-looking statements reflect Managements current views with respect to future events, and are subject to numerous risks, uncertainties and assumptions that have been made. Actual results could differ materially from those expressed or implied, depending upon global and Indian demand-supply conditions, changes in Government regulations, tax regimes and economic developments within India and overseas.

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