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Company Information

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VASHU BHAGNANI INDUSTRIES LTD.

08 April 2026 | 12:00

Industry >> Entertainment & Media

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ISIN No INE147C01017 BSE Code / NSE Code 532011 / POOJAENT Book Value (Rs.) 25.26 Face Value 10.00
Bookclosure 27/09/2024 52Week High 162 EPS 1.12 P/E 54.29
Market Cap. 338.01 Cr. 52Week Low 47 P/BV / Div Yield (%) 2.41 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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 31st March, 2025.

1. Financial Results (Standalone & Consolidated):

Particulars

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Total Revenue

947.28

5,477.74

1,658.15

5,833.93

Total Expenses

907.08

4,607.08

1,044.96

4,715.48

Profit before exceptional items & tax

40.20

870.66

613.19

1,118.45

Exceptional items

0.00

0.00

0.00

0.00

Profit before Tax

40.20

870.66

613.19

1,118.45

Tax Expenses

(12.50)

(309.57)

(11.57)

(309.57)

Other comprehensive income (net of tax)

0.00

0.00

-176.37

10.36

Total comprehensive income for the year

27.70

561.09

448.39

819.24

Operational Performance:

During the financial year 2024-25, total revenue for standalone and consolidated are
?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 co¬
production and production of such films and subsequently exploiting and distributing such
films in India through music release, theatrical distribution, television licensing and other
new media distribution avenues.

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 31st 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 05th April, 2024 and 08th
April, 2024 respectively). Amongst which 2,04,35,000 warrants have been converted to
Equity Shares on receipt of outstanding 75% amount of the issue price during the year.

After the period under review, remaining 85,15,000 warrants was also converted to Equity
Shares on receipt of outstanding 75% amount of the issue in the Board Meeting held on
21st 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 31st 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
Company’s 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 31st 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 Board’s report.

8. Revision in Financial Statements:

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

9. Deposits:

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

10. Material changes and commitments:

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

During the period under review, the Company has changed its Registered Office from “Pooja
House, 1st Floor, CTS No. 892-893, Opp. J. W. Marriott Hotel, Juhu, Mumbai - 400049” to
“1 Coelho House, No. 2 Juhu Vasant Baha CHS Ltd, Juhu Tara Road, Juhu, Near Sea
Princes Hotel, Mumbai 400049” in the Board Meeting held on 06th 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 31st 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 re¬
appointment.

The Board in their meeting held on 31st 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 27th 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 37th Annual
General Meeting held on 27th September, 2024, after acknowledging his qualification and
expertise for the post, for the second term of 5 years up to 26th September, 2029.

Further, the Board has appointed Mr. Narendrakumar Badrinarayan Patel (DIN: 08467505)
as chairman by passing a unanimous resolution w.e.f. 31st 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 37th Annual General Meeting held on 27th
September, 2024.

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

14. Disclosure of Declaration for Disqualifications by Directors:

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

15. Disclosure of Declaration for Independence by Independent Directors:

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

16. Familiarization Program for Independent Directors:

The Independent Directors are provided with necessary documents/ brochures, reports and
internal policies, Quarterly updates on relevant statutory, regulatory changes, visits to the
site of the company are organised for the Independent Directors. Detailed information on the
Company’s 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 12th 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
Company’s website i.e. https://vashubhagnaniindustries.com/policy/.

20. Policies:

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

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

21. Board Meeting:

• Number of Meetings of the Board:

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

Name & DIN of
Director

Position

No. of
meeting
entitled to
attend

No. of

meeting

attended

Last AGM
attended

Mrs. Puja Vashu
Bhagnani (DIN:
00044593)

Managing

Director

12

12

Yes

Mr. Vashu Lilaram

Bhagnani

(DIN:00043481)

Non¬

executive

Director

12

12

No

Mrs. Deepshikha

Deshmukh

(DIN:02146210)

Non¬

executive

Director

12

12

Yes

Mr. Narendrakumar
Badrinarayan Patel
(DIN:08467505)

Independent

Director

12

12

Yes

Mr. Habibulla Sayed
(DIN:06535028)

Independent

Director

10*

10

Yes

Ms. Kavita Ashok Jain
(DIN:10751214)

Independent

Director

2**

2

Yes

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

**Ms. Kavita Ashok Jain has been appointed w.e.f. 31st 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
Company’s risk management strategy. It reviews the Company’s 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 21st May, 2024, 10th July, 2024,
30th August, 2024, 14th November, 2024 and 12th 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 37th Annual General Meeting held on 27th September, 2024
**Ms. Kavita Ashok Jain has been appointed w.e.f. 31st 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 30th August, 2024, 14th November, 2024 and 12th
February, 2025.

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

Name of the Member

Nature of
Membership

No. of Meetings
Attended/eligible to attend

Ms. Kavita Ashok Jain

Chairman

2/2**

Mr. Narendrakumar
Badrinarayan Patel

Member

3/3

Mr. Habibulla Sayed

-

1/1*

Mrs. Deepshikha Deshmukh

Member

3/3

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

24. Stakeholders Relationship Committee:

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

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

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

Name of the Member

Nature of
Membership

No. of Meetings Attended/eligible
to attend

Ms. Kavita Ashok Jain

Chairman

1/1*

Mr. Habibulla Sayed

-

1/1**

Mr. Narendrakumar
Badrinarayan Patel

Member

2/2

Mrs. Deepshikha
Deshmukh

Member

2/2

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

**Two consecutives five-year term of Mr. Habibulla Sayed as an Independent Director
was concluded at the 37th Annual General Meeting held on 27th 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 (Firm’s Registration No. 128085W) were
appointed as the Statutory Auditors of the Company in the 37th AGM held on 27th
September, 2024, for a term of five consecutive years till the AGM to be held for FY
2029. The observation made in the Auditors' Report read together with relevant
notes thereon are self-explanatory and hence, do not call for any further comments
under Section 134 of the Companies Act, 2013. Further no fraud has been reported
by the auditors under sub section (12) of section 143 of the Companies Act, 2013.

II. Secretarial Auditor:

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

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

Board’s 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 equipment’s - N.A.

(b) Technology absorption

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

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

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

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

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

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

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

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

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

Earnings

? 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, KMP’s
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 31st 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