Directors Report of Vashu Bhagnani Industries Ltd.

Mar 31, 2025

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):

Particulars	Standalone		Consolidated
Particulars	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
?947.28 Lakhs and ?1,658.15 Lakhs respectively, decreased as compared to ?5,477.74 and
?5,833.93 respectively in the previous year; Profit before Tax for the current year is
standalone ?40.20 Lakhs and consolidated ?613.19 Lakhs as against standalone ?870.66
Lakhs and consolidated ?1,118.45 Lakhs in the previous year and the total comprehensive
income for the current year stood at standalone ?27.70 Lakhs and consolidated ?448.39
Lakhs as against standalone ?561.09 Lakhs and consolidated ?819.24 Lakhs in the
previous year.

Segment Performance:

The Company is engaged in the business of entertainment and films either through coÂ¬
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.

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 ? 10/- each on premium of ? 20/- by
subscribing 25% of the issue price in the Board Meeting held on 05^th April, 2024 and 08^thApril, 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 ^55,43,85,000/-. The Company
confirms that it has paid the Annual Listing fees for the year to the BSE where the
Companyâs shares are listed.

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

8. Revision in Financial Statements:

In terms of section 131 of the Companies Act, 2013, the Financial Statements and Boardâs
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:

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 âPooja
House, 1^st Floor, CTS No. 892-893, Opp. J. W. Marriott Hotel, Juhu, Mumbai - 400049â to
â1 Coelho House, No. 2 Juhu Vasant Baha CHS Ltd, Juhu Tara Road, Juhu, Near Sea
Princes Hotel, Mumbai 400049â 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 reÂ¬
appointment.

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^thSeptember, 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
Companyâs 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
Companyâs 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:

â¢ 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^thJune, 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)	NonÂ¬ executive Director	12	12	No
Mrs. Deepshikha Deshmukh (DIN:02146210)	NonÂ¬ 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
Companyâs risk management strategy. It reviews the Companyâs 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.

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^thFebruary, 2025.

â¢ 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

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^thNovember, 2024.

â¢ 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 (Firmâs Registration No. 128085W) were
appointed as the Statutory Auditors of the Company in the 37^th AGM held on 27^thSeptember, 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 Boardâs comments for the observation:

Boardâs 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
Company''s 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 arm''s length basis. As per
the Listing Regulations, any related party transaction exceeding ^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 equipmentâs - 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.

Earnings	? 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 med	lian 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 KMP''s 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	?14,52,000
Remuneration paid to employees excluding managerial personnel for the 2024-25	^12,26,500
% Change in remuneration paid to employees excluding managerial personnel	-15.53%
Remuneration paid to managerial personnel for the FY 2023-24	? 34,36,300
Remuneration paid to managerial personnel for the FY 2024-25	? 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, KMPâs
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

Mar 31, 2024

Your directors have pleasure in presenting the Thirty Seventh Annual Report along with the Audited Accounts and Financial Statements (including consolidated financial statements) for the year ended on 31^st March, 2024.

1. Financial Results (Standalone & Consolidated):

R In Lakhs)

Particulars	Standalone		Consolidated
Particulars	2023-24	2022-23	2023-24	2022-23
Total Revenue	5,477.74	4042.06	5,833.93	4662.70
Total Expenses	4,607.08	3746.89	4,715.48	4357.64
Profit before exceptional items & tax	870.66	295.17	1,118.45	305.06
Exceptional items	0.00	0.00	0.00	0.00
Profit before Tax	870.66	295.17	1,118.45	305.06
Tax Expenses	(309.57)	(18.30)	(309.57)	(18.30)
Other comprehensive income (net of tax)	0.00	0.00	10.36	46.47
Total comprehensive income for the year	561.09	276.87	819.24	333.22

Operational Performance:

During the financial year 2023-24, total revenue on standalone and consolidated increased to ?5,477.74 Lakhs and ?5,833.93 Lakhs as against ?4,042.06 and ?4,662.70 respectively in the previous year; Profit before Tax for the current year is standalone ?870.66 Lakhs and consolidated ?1,118.45 Lakhs as against standalone ?295.17 Lakhs and consolidated ?305.06 Lakhs in the previous year and the total comprehensive income for the current year stood at standalone ?561.09 Lakhs and consolidated ?819.24 Lakhs as against standalone ?276.87 Lakhs and consolidated ?333.23 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. Changes in the nature of business, if any:

The Company has made addition/alteration in existing Object Clause of the Memorandum of Association of the Company by adding the sub-clause 4 in Clause III (a) of the MOA relating to Real estate activities with own or leased property by special resolution passed through postal ballot on February 06, 2024.

3. Reserves:

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

4. 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, 2024.

5. Subsidiary, Associate and Joint Venture Companies:

Modern Production FZ LLC is 100% Subsidiary of the Company. Kindly refer Form AOC-1 which is enclosed as Annexure-I and forms part of this report.

6. Bonus Issue

During the year under review the company has declared issue of bonus shares to the shareholders in the ratio of 6 Equity shares for every 1 equity shares held. The company has made allotment of 3,00,03,000 bonus shares of Rs.10/- each in the Board Meeting held on 11^th December, 2023. The listing approval of the same was received on 13^th December, 2023 and trading approval was received on 22^nd December, 2023.

7. Preferential Warrants and its Conversion to Equity Shares

After 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 on the Board Meeting Held on 05^th April, 2024 and 08^th April, 2024 respectively).

8. Share Capital & Listing:

i) Authorised Share Capital

The Company has increased the Authorised Share Capital of the Company, pursuant to approval of members in Annual General Meeting held on 29^th September, 2023, from the existing ?30,00,00,000/- (Rupees Thirty Crores Only) divided into 3,00,00,000 (Three Crores) Equity Shares of ?10/- (Rupee Ten Only) each to ?50,00,00,000/- (Rupees Fifty Crores Only) divided into 5,00,00,000 (Five Crores) Equity Shares of ?10/- (Rupees Ten Only) each ranking pari passu in all respect with the Existing Equity Shares of the Company.

Further, the Company increased the Authorised Share Capital, pursuant to approval of members in Extra Ordinary General Meeting held on 14^th March, 2024, from ?50,00,00,000/- (Rupees Fifty Crore Only) divided into 5,00,00,000 (Five Crore) Equity Shares of ?10/- (Rupee Ten Only) each to ?75,00,00,000/- (Rupees Seventy Five Crore Only) divided into 7,50,00,000 (Seven Crore Fifty Lakh) Equity Shares of ?10/- (Rupees Ten Only) each ranking pari passu in all respect with the Existing Equity Shares of the Company.

ii) Issued, Subscribed and Paid-Up Share Capital

The paid-up equity capital as on 31^st March, 2024 was ^35,00,35,000/-. The Company confirms that it has paid the Annual Listing fees for the year to the BSE where the Companyâs shares are listed.

After the reporting period, the Company has issued 2,04,35,000 Equity Share of ^10/- each pursuant to conversion of Convertible Warrants which were issued in Extra Ordinary General Meeting held on 14^th March, 2024. As on date the Company issued and paid-up share capital stands at ^55,43,85,000/- consisting of 5,54,38,500 Equity Shares of ^10/-each.

9. Name Change

The Company has changed its name from âPooja Entertainment and Films Limitedâ to âVashu Bhagnani Industries Limitedâ by passing a special resolution by the members through Postal Ballot ended as on 06^th February, 2024 and got approved by the Registrar of

Companies on 14^th March, 2024. Further approved by Bombay Stock Exchange (BSE) on March 21, 2024.

10. 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, 2024, upon filing on the website of the Company at www.poojaentertainmentandfilms.com/vashubhagnaniindustries.com. 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 Boardâs report.

11. Revision in Financial Statements:

In terms of section 131 of the Companies Act, 2013, the Financial Statements and Boardâs 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.

12. 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. However, Company is having unsecured loan of ^1,161.17 Lakhs as on 31st March, 2024 from Directors of the Company for which proper declaration has been furnished by them as required under Rule 2(viii) of the Companies (Acceptance of Deposits) Rules, 2014 during the period under review.

13. 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:

The Company has changed its Registered Office from âPooja House, 1^st Floor, CTS No. 892893, Opp. J. W. Marriott Hotel, Juhu, Mumbai - 400049â to âFlat No 1, Coelho House, No 2 Juhu Vasant Baha CHS Ltd, Juhu Tara Road, Juhu, Near Sea Princes Hotel, Mumbai 400049â in the Board Meeting held on 06^th May, 2024.

14. 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.

15. 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, 2024, 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.

16. Changes in Directors and Key Managerial Personnel:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association, Mrs. Deepshikha Deshmukh (DIN: 02146210), Director retiring by rotation in ensuing Annual General Meeting and being eligible offers herself for re-appointment.

Further, the Board of Director has recommended Mr. Narendrakumar Badrinarayan Patel (DIN: 08467505), to be re-appointed as Independent Director of the Company in the ensuing Annual General Meeting, after acknowledging his qualification and expertise for the post, for the second term of 5 years upto 26^th September, 2029. Further, the Board has appointed Mr. Narendrakumar Badrinarayan Patel (DIN: 08467505) as chairmen 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 will conclude at the ensuing Annual General Meeting. The Board extends their gratitude for his contribution.

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

Further during the year, Mrs. Puja Vashu Bhagnani (DIN: 00044593), has been reappointed as Managing Director of the Company in the Annual General Meeting held on 29^th September, 2023 after acknowledging her qualification and expertise for the post.

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.

Furthermore, Mr. Sairam Ankush Majgaonkar, Company Secretary & Compliance Officer resigned w.e.f. 18^th July, 2023. The Board of Director expressed their sincerest gratitude for the invaluable contributions for Mr. Sairam Ankush Majgaonkar has made towards our company. Ms. Shweta Ramesh Soni has been appointed as Company Secretary and Compliance Officer of the Company with effect from 07^th August, 2023.

17. 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.

18. 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.

19. 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 Companyâs 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

poojaentertainmentandfilms.com/vashubhagnaniindustries.com.

20. 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 14^th February, 2024. 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.

21. 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.

22. 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 Companyâs website i.e. poojaentertainmentandfilms.com/vashubhagnaniindustries.com.

23. 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 (poojaentertainmentandfilms.com/vashubhagnaniindustries.com). The policies are reviewed periodically by the board and updated on need and new compliance requirement.

24. Board Meeting:

â¢ Number of Meetings of the Board:

During the year under review, 16 (Sixteen) Board meetings were held on 19^th April, 2023, 26^th May, 2023, 26^th June, 2023, 07^th August, 2023, 10^th August, 2023, 02^nd September,

2023, 14^th October, 2023, 28^th October, 2023, 03^rd November, 2023, 11^th December, 2023, 23^rd December, 2023, 05^th January, 2024, 09^th February, 2024, 12^th February, 2024, 14^thFebruary, 2024 and 29^th March, 2024. Details of the Board of Directors and attendance is as under:

Name & DIN of Director	Position	No. of meeting held	No. of meeting attended	Last AGM attended
Mrs. Puja Vashu Bhagnani (DIN: 00044593)	Director	16	16	Yes
Mr. Vashu Lilaram Bhagnani (DIN: 00043481)	Non executive Director	16	16	No
Mrs. Deepshikha Deshmukh (DIN: 02146210)	Non executive Director	16	16	Yes
Mr. Habibulla Sayed (DIN: 06535028)	Independe nt Director	16	16	Yes
Mr. Narendrakumar Badrinarayan Patel (DIN: 08467505)	Independe nt Director	16	16	Yes

25. 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 Companyâs risk management strategy. It reviews the Companyâs 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 6 (Six) times during the financial year on 26^th May, 2024, 07^th August,

2023, 02^nd September, 2023, 03^rd November, 2023, 12^th February, 2024 and 29^th March,

2024.

â¢ 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. Narendrakumar Badrinarayan Patel	Chairman	6/6
Mr. Habibulla Sayed	Member	6/6
Mrs. Deepshikha Deshmukh	Member	6/6

After the reporting period, the Audit Committee was reconstituted during the Board Meeting on 31^st August, 2024. With the term of Mr. Habibulla Sayed as the Independent Director concluding, Ms. Kavita Ashok Jain has been appointed as a member of the Audit Committee.

26. 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 07^th August, 2023, 02^nd September, 2023 and 03^rdNovember, 2023.

â¢ 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. Narendrakumar Badrinarayan Patel	Chairman	3/3
Mr. Habibulla Sayed	Member	3/3
Mrs. Deepshikha Deshmukh	Member	3/3

After the reporting period, the Nomination and Remuneration Committee was reconstituted during the Board Meeting on 31^st August, 2024. With the term of Mr. Habibulla Sayed as the Independent Director concluding, Ms. Kavita Ashok Jain has been appointed as a member of the Nomination and Remuneration Committee.

27. 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 during the financial year on 14^th February, 2024.

â¢ 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. Habibulla Sayed	Chairman	1/1
Mr. Narendrakumar Badrinarayan Patel	Member	1/1
Mrs. Deepshikha Deshmukh	Member	1/1

After the reporting period, the Stakeholders Relationship Committee was reconstituted during the Board Meeting on 31^st August, 2024. With the term of Mr. Habibulla Sayed as the Independent Director concluding, Ms. Kavita Ashok Jain has been appointed as a member and chairman of the Stakeholders Relationship Committee.

28. Corporate Social Responsibility Committee

2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, kindly refer Annexure V attached herewith and which forms part of this report.

29. Auditors:

I. Statutory Auditors-

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.

M/s Jayantilal Thakkar & Co., Chartered Accountants (Firm Registration No. 104133W), the Auditors of the Company who hold office upto the conclusion of the ensuing Annual General Meeting (âAGMâ) to be held on 27^th September 2024, have completed two consecutive term of five years and hence are ineligible for been reappoint as the Statutory Auditor of the Company as per Section 139(2) of the Companies Act, 2013.

M/s D S M R & CO, Chartered Accountants (Firm Registration No.: 128085W) has expressed their willingness and eligibility under the provision of the Companies Act, 2013 to act as statutory auditors of the company. The Board of Directors has proposed the appointment of M/s D S M R & CO, Chartered Accountants as the statutory Auditor of the company, for the period of 5 (five) years to hold the office from the conclusion of AGM to be held on 27th September 2024 till the conclusion of AGM to be held for the financial year 2028-2029, subject to shareholder approval, pursuant to Section 139 of the Companies Act, 2013, to examine and audit the accounts of the Company, on such remuneration as may be mutually agreed upon between the Board of Directors of the Company.

II. Secretarial Auditor:

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

Boardâs 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.

30. 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.

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

During the year, the Company did not enter into any contract/arrangement/transaction with a related party which can be considered as material. The related partiesâ transactions undertaken during the financial year 2023-24 are on armâs length basis and detailed in the Notes to Accounts of the Financial Statements. 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 there under and the Listing Regulations. This Policy was considered and approved by the Board has been uploaded on the website of the Company at. poojaentertainmentandfilms.com/vashubhagnaniindustries.com.

32. 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 equipmentâs - 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.

Earnings	?52,90,30,000
Outgo	NIL

33. 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 poojaentertainmentandfilms.com/vashubhagnaniindustries.com.

34. Corporate Social Responsibility (CSR):

The report is annexed as Annexure-V.

35. 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.

36. 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. poojaentertainmentandfilms.com/vashubhagnaniindustries.com.

37. 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).

38. 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)	4.64

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	10.86%
Ms. Shweta Ramesh Soni	Company Secretary and Compliance Officer	0%

The Company is having profit during the current financial year i.e. 2023-24. The remuneration of the KMP''s 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 31.03.2024 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 2022-23

^12,16,196

Remuneration paid to employees excluding managerial personnel for the 2023-24	^14,52,000
% Change in remuneration paid to employees excluding managerial personnel	19.38%
Remuneration paid to managerial personnel for the FY 2022-23	^31,98,000
Remuneration paid to managerial personnel for the FY 2023-24	^34,36,300
% Change in remuneration paid to managerial personnel	7.45%

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, KMPâs 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.

39. 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 there under are not applicable for the year.

40. 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.

41. 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.

42. 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.

43. 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.

44. 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 2023-24 has been paid by the Company to NSDL and CDSL.

45. 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.

46. 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, 2024 is annexed hereto.

47. 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.

48. 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.

49. Other Disclosures

-The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31, 2024.

- 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.

50. Acknowledgement:

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: 31.08.2024 Date: 31.08.2024

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twenty Seventh Annual Report together with the audited financial statements of the Company for the

FINANCIAL RESULTS

(Rs. In lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Total Income 6933.86 7152.50

Total Expenditure 6632.12 7020.93

Profit (Loss) Before Taxation 301.74 131.57

Less: Provision for Taxation 145.87 Nil

Less: Prior Period Adjustment 51.15 Nil

Less: Tax Adjustments of Earlier Years Nil Nil

Profit/(Loss) After Taxation and 104.72 131.57 Prior Period Adjustments

Surplus brought forward 142.99 11.43

Amount available for appropriation 247.71 142.99

Balance carried to Balance Sheet 247.71 142.99

OPERATIONAL REVIEW

During the year under review, the Company recorded a turnover of 6933.86 Lacs, as compared to Rs. 7152.50 Lacs during the previous year. Driving northward growth trend in theatrical revenues during the year, reflects the pace with which the Company is aspired to continue producing movies in future both in house and as a joint venture. The Company recorded a profit after tax and Prior period adjustment of Rs. 104.72 Lacs during the year as compared to profit of 131.57 Lacs during the previous year.

Your 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, DVD and VCD release, television licensing and other new media distribution avenues. Therefore, segment-wise reporting as per accounting standard (AS-17) is not applicable.

DIVIDEND

With a view to strengthen the financial position of the Company, Directors did not recommend any dividend for the equity shareholders for the financial year 2013-14.

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears on account of payment of listing fees to the Stock Exchanges.

DEPOSITORY

Equity shares of the Company are traded in D''mate form as well as in physical form. For dematerialization of shares, the Company has connectivity with National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the scope of Section 58A of the Companies Act, 1956 during the year.

There are no unclaimed deposits/interest on deposits lying with the Company for more than seven years which are to be transferred to Investor Education & Protection Fund as per sub section 2(c) of Section 205C of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance, key events of the year, industry scenario, risk and future outlook of your Company and its businesses as stipulated in Clause 49 of the Listing Agreement is given in the Management Discussion and Analysis Report annexed hereto and forms part of the Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance alongwith the Practising Company Secretary Certificate regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Managing Director and Head of Finance of the Company, inter-alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as part of the Annual Report.

FUTURE OUTLOOK

The Hindi film industry is the largest contributor to the industry''s revenue, In the 20th Century, Indian cinema took huge strides towards growth and in recent years Indian film industry has undergone a massive change. Today, 21st Century, Indian cinema stands at par with Hollywood cinema. Apart from regular screenings at major international film festivals, the overseas market contributes a sizeable chunk to box office collections. The Indian film industry has reached out further to international audiences through mediums such as DVDs and by screening of films in their country of residence wherever commercially feasible, which contribute substantially to the overall revenue to cinema. Regular foreign Investments made by major global studios such as 20th Century Fox, Sony Pictures, and Warner Bros put a stamp of confirmation that bollywood has etched itself on the global podium.

CASH FLOW STATEMENT

In conformity with the provisions of Clause 32 of the Listing Agreement with the Stock Exchanges, the cash flow statement for the year ended 31st March, 2014 is annexed hereto.

DIRECTORS

Pursuant to the provisions of Sections 149 and 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Deepshikha Deshmukh, Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themself for re-appointment.

Mr. Manoj Nihlani, Mr. Kuki Abdul Khan and Mr. Vivek Bhole, the Non-Executive Independent Directors, have been appointed as Independent Directors under the provisions of Listing Agreement and they also meet the criterion of independence as provided under Section 149(6) of the Companies Act, 2013. It is proposed to appoint them in the ensuing Annual General Meeting as Independent Directors in terms of Section 150(2) of the Companies Act, 2013 for a term of five consecutive years as stated in Section 149(10) of the Companies Act, 2013 and resolutions to this effect is incorporated in the Notice of the ensuing Annual General Meeting.

In terms of Section 149 (13) of the Companies Act, 2013, the provisions of Section 152(6) and (7) of the said Act in respect of retirement of Director by rotation shall not be applicable to appointment of Independent Directors.

In compliance with Clause 49 IV (G) of the Listing Agreement, brief resume, expertise and other details of Director proposed to be re-appointed are attached along with the Notice to the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956, and on the basis of the information furnished to them by the statutory auditors and management, the Directors confirm that:

a. in preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no 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 accounting year and of the profit of the Company for the year;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; and

d. they have prepared annual accounts on a going concern basis.

AUDITORS

M/s. Khandelwal & Khandelwal Associates., Chartered Accountants, have resigned as the Statutory Auditors of the Company vide their letter dated August 14, 2014. The Board has proposed that M/s. Jayantilal Thakkar & Co, Chartered Accountants be appointed as the Statutory Auditors of the Company to fill up the casual vacancy caused due to resignation of M/s. Khandelwal & Khandelwal Associates., and their appointment is subject to approval of members in the ensuring Annual General Meeting of the Company. A resolution proposing appointment of M/s. Jayantilal Thakkar & Co., as the Statutory Auditors of the Company pursu ant to Section 139 of the Companies Act, 2 013 forms part of the Notice.

AUDITORS'' REPORT

The observations and comments given in the Auditors'' Report read together with notes to a c counts are self-explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

No employee of the Company was in receipt of remuneration during the financial year 2013-14 in excess of the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

There are no particulars to be furnished in this Report as required pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year ended March 31, 2014, the Company has incurred/received following foreign exchange:

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to express their sincere appreciation to investors, bankers, customers, suppliers, auditors for their continued support and cooperation. The Directors extend their sincere gratitude to all the regulatory authorities like SEBI, Stock Exchanges, Registrar of Companies and other Central and State Government authorities / agencies for their support.

The Directors place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

For and on Behalf of the Board of Directors

Vashu Bhagnani Managing Director

Place : Mumbai

Date : May 30, 2014

Mar 31, 2013

Dear Members,

The directors are pleased to present the Twenty Sixth Annual Report together with the audited financial statements of the Company for the financial year ended March 31, 2013

FINANCIAL RESULTS

(Rs. in lacs)

Particulars Year Year ended ended 31.03.2013 31.03.2012

Total Income 7152.50 58.15

Total Expenditure 7020.93 27.40

Profit/(Loss)

Before Taxation 131.57 30.75

Less: Provision

for Taxation Nil 12.72

Profit After Taxation 131.57 18.03

Surplus/(Deficit)

brought forward 11.43 (6.61)

Amount available for

appropriation 142.99 11.43

Balance carried to

Balance Sheet 142.99 11.43

DIVIDEND

With a view to strengthen the financial position of the Company, Directors did not recommend any dividend for its equity shareholders for the financial year 2012-13.

OPERATIONAL REVIEW

During the year under review, the Company recorded a turnover of Rs. 7152.50 Lacs, as compared to Rs. 58.15 Lacs during the previous year. Driving northward growth trend in theatrical revenues during the year, reflects the pace with which the Company is aspired to continue producing movies in future both in house and as a joint venture. The Company started its fulfledged operations with three prominent releases namely Azab Gazab Love, Himmatwala (Co-produced with UTV Software Communications Ltd.) and Rangrezz in the financial year 2012-13.The Company recorded

a profit after tax of Rs. 131.57 Lacs during the year as compared to profit after tax of Rs. 18.03 Lacs during the previous year which was primarily driven by increase in revenue.

Your 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, DVD and VCD release, television licensing and other new media distribution avenues. Therefore, segment-wise reporting as per accounting standard (AS-17) is not applicable.

FUTURE OUTLOOK

India has the potential to be one of the world''s leading markets for the creative industries Â both foreign and domestic. The country produces the greatest number of films in the world and boasts a creative and diverse music market and is continuously growing. Hence, the scope of expansion of the Company in this industry is alluring with the penetration of the Company in the area of production. With constant technology improvements and introduction of more areas of exploitation in films, the Company''s outlook includes keeping pace with the advancements in the industry and absorbing the same.

The Company is currently in process of production of the film "HumshakalsÂ starring Saif Ali Khan, Ritiesh Deshmukh, Ram Kapoor, Tamannaah Bhatia, Esha Gupta and others and being directed by Sajid Khan. In addition to this few in-house productions are also in pipeline which further add on Company''s films portfolios.

DIRECTORS

The tenure of the present term of Mr. Vashu Bhagnani, Managing Director of the Company expires on October 31, 2012. The Board of Directors in its meeting held on November 10, 2012 has on the recommendation of the Remuneration Committee re-appointed Mr. Vashu Bhagnani as Managing Director and appointed Mrs. Puja Bhagnani as a Whole Time Director of the Company for a period of 5 years with effect from November 01, 2012, subject to the approval of the members of the Company at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Sections 255 and 256 of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mrs. Deepshikha Deshmukh, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer herself for re-appointment.

A brief profile of the Director seeking re-appointment covering nature of her expertise in specific functional areas, the names of the companies in which she hold directorship and committee membership is furnished as a part of the Report. Your Board recommends her re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to requirements of Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

a. in preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no 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 accounting year and of the profit of the Company for the year;

c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities; and

d. they have prepared annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally.

The Report on Corporate Governance alongwith the Practising Company Secretary Certificate regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement is annexed hereto and forms part of the Annual Report.

In terms of sub-clause (v) of Clause 49 of the Listing Agreement, a certificate from Managing Director of the Company, inter-alia, confirming the correctness of the financial statements, adequacy of internal control measures and reporting of matters to the Audit Committee in terms of the said clause, is also enclosed as part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed review of operations, performance, key events of the year, industry scenario, risk and future outlook of your Company and its businesses as stipulated in Clause 49 of the Listing Agreement is given in the Management Discussion and Analysis Report annexed hereto and forms part of the Annual Report.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits within the scope of Section 58A of the Companies Act, 1956 during the year.

There are no unclaimed deposits/interest on deposits lying with the Company for more than seven years which are to be transferred to Investor Education & Protection Fund as per sub section 2(c) of Section 205C of the Companies Act, 1956.

AUDITORS AND AUDITORS'' REPORT

M/s. Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956 and that they are not disqualified for re-appointment within the meaning of Section 226 of the said Act. The Board of Directors recommends their re-appointment as Statutory Auditors.

The observations and comments given in the Auditors'' Report read together with notes to accounts are self- explanatory and do not call for any further information and explanation under Section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956

No employee of the Company was in receipt of remuneration during the financial year 2012-13 in excess of the sum prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

There are no particulars to be furnished in this Report as required pursuant to the provisions of Section 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy and technology absorption.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year ended March 31, 2013, the Company has incurred/received following foreign exchange:

Particulars 2012-13 2011-12 Rs. in Lacs Rs. in Lacs

Outgoings 303.96

Earnings

APPRECIATIONS AND ACKNOWLEDGEMENTS

The Board of Directors takes this opportunity to express their sincere appreciation to investors, bankers, customers, suppliers, auditors for their continued support and cooperation. The Directors extend their sincere gratitude to all the regulatory authorities like SEBI, Stock Exchanges, Registrar of Companies and other Central and State Government authorities/agencies for their support.

The Directors place on record their appreciation to employees at all levels for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain at the forefront of the Industry.

For and on Behalf of the Board of Directors

Vashu Bhagnani Managing Director

Place : Mumbai

Date : May 30, 2013

Mar 31, 2010

FINANCIAL RESULTS

(Rs. in lakhs)

Particulars Year Year

ended ended 31.03.2010 31.03.2009

Total Income 20.00 23.63

Total Expenditure 15.84 18.60

Before Taxation 4.15 5.03

Less: Provision

for Taxation 3.90 4.15

Less: Prior Period

Adjustments - 0.35

Profit/(Loss) After Taxation and Prior Period Adjustments 0.25 0.53

Surplus brought forward 6.09 5.56

Amount available

for appropriation 6.34 6.09

Balance carried to

Balance Sheet 6.34 6.09

RESULTS OF OPERATIONS

During the year under review, the Company recorded a turnover of Rs. 20.00 Lacs, as compared to Rs. 23.63 Lacs recorded during the previous year. The Company recorded a net profit after tax of Rs. 0.25 Lacs as compared to profit of previous year of Rs. 0.53 Lacs during the previous year.

DIVIDEND

In order to further strengthen the Company to expand its business activities and to conserve the financial resources, your Directors regret for their inability to recommend any dividend for the financial year 2009-2010.

SEGMENT PERFORMANCE

At present Company is engaged in the business of entertainment & films only; therefore segment wise reporting as defined in accounting standard (AS-17) is not applicable.

LISTING

As on date all the 50,00,500 Equity Shares of the company are listed on the Bombay Stock Exchange Limited. But from May 2002 Companys shares are suspended for trading from Bombay Stock Exchange Limited (BSE) due to non compliances of certain clauses of Listing Agreement. However the process of revocation of suspension of trading from BSE is going on and after the revocation of suspension of trading Companys shares will continue to trade at the BSE.

The listing fees for the year 2010-2011 has been paid to the Bombay Stock Exchange Limited (BSE).

DEPOSITORY

For dematerialization of shares, Company has connectivity with both the Depositories i.e. National Securities Depository Ltd (NSDL) and Central Depository Services (India) Ltd. (CDSL).

CORPORATE GOVERNANCE

Pursuant to clause 49 of the Listing Agreement with the Stock Exchange, the Corporate Governance Report along with Certificate by the Practicing Company Secretary on its Compliances forms a part of this Annual Report.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with Stock Exchanges in India, is presented in a separate section which forms part of the Report.

FIXED DEPOSITS

Your company has not accepted any fixed deposits from public/shareholders during the year under review and as such, no amount of principal or interest was outstanding as of the balance sheet date.

DIRECTORS

Mr. Karan Panjwani retires by rotation in accordance with the provisions of Articles of Association of the Company and being eligible, offers himself for re-appointment.

AUDITORS

M/s Khandelwal & Khandelwal Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

The Company has received letter from them to the effect that their re-appointment, if made would be within the prescribed limits under section 224(1B) of the Companies Act, 1956 and that they are not disqualified for such re-appointment with in the meaning of section 226 of the said Act.

AUDITORS REPORT

Observations made in the Auditors Report are self- explanatory and therefore do not call for further comments under Section 217(3) of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors of your company state:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed.

ii. That the directors 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/loss of the Company for that period.

111. That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. That the directors have prepared the annual accounts on going concern basis.

PARTICULARS OF EMPLOYEES

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 nobody of the Company is drawing salary or commission, which exceeds the limit set out in the above section. Therefore nothing has been mentioned in this regard.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

Information required to be given pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988 do not apply to the Company.

During the year under review, the company did not earn and outgo of any foreign currency.

APPRECIATION

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 and look forward to their continued support.

For and on behalf of the Board of Directors

Vashudev Bhagnani Puja Bhagnani

Managing Director Director

Place : Mumbai

Date : 29th May, 2010

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Directors Report of Vashu Bhagnani Industries Ltd.

1. Financial Results (Standalone & Consolidated):

Operational Performance:

2. Reserves:

3. Dividend:

4. Subsidiary, Associate and Joint Venture Companies:

5. Preferential Warrants and its Conversion to Equity Shares

6. Share Capital & Listing:

7. Annual Return

8. Revision in Financial Statements:

9. Deposits:

10. Material changes and commitments:

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

12. Directors Responsibility Statement:

13. Changes in Directors and Key Managerial Personnel:

14. Disclosure of Declaration for Disqualifications by Directors:

15. Disclosure of Declaration for Independence by Independent Directors:

16. Familiarization Program for Independent Directors:

17. Separate Meeting of Independent Directors:

18. Report on Corporate Governance:

19. Performance Evaluation & Nomination and Remuneration Policy:

20. Policies:

21. Board Meeting:

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

22. Audit Committee:

23. Nomination and Remuneration Committee:

24. Stakeholders Relationship Committee:

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

25. Corporate Social Responsibility Committee

26. Auditors:

I. Statutory Auditors-

II. Secretarial Auditor:

III. Cost Records:

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

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

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

30. Business Risk Management:

31. Corporate Social Responsibility (CSR):

32. Internal Control Systems and their Adequacy:

33. Vigil Mechanism:

34. Commission received by Directors from Holding and Subsidiary:

35. Managerial Remuneration:

36. Equity Shares with Differential Voting Rights:

37. Details of Sweat Equity Shares:

38. Disclosure on confirmation with Secretarial Standards:

39. Details of Employees Stock Option Scheme:

40. Disclosure of Voting Rights not Exercised:

41. Depository:

42. Management Discussion and Analysis:

43. Cash Flow Statement:

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

45. Maternity benefit:

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

47. Other Disclosures

48. Acknowledgement:

Puja Vashu Bhagnani Deepshikha Deshmukh

1. Financial Results (Standalone & Consolidated):

Operational Performance:

Segment Performance:

2. Changes in the nature of business, if any:

3. Reserves:

4. Dividend:

5. Subsidiary, Associate and Joint Venture Companies:

6. Bonus Issue

7. Preferential Warrants and its Conversion to Equity Shares

8. Share Capital & Listing:

9. Name Change

10. Annual Return

11. Revision in Financial Statements:

12. Deposits:

13. Material changes and commitments:

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

15. Directors Responsibility Statement:

16. Changes in Directors and Key Managerial Personnel:

17. Disclosure of Declaration for Disqualifications by Directors:

18. Disclosure of Declaration for Independence by Independent Directors:

19. Familiarization Program for Independent Directors:

20. Separate Meeting of Independent Directors:

21. Report on Corporate Governance:

22. Performance Evaluation & Nomination and Remuneration Policy:

*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

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

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

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