Vashu Bhagnani Industries Ltd — Important, 08-06-2026: Company Update

(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

08th June, 2026

To,

BSE Limited

Phiroze Jeejeebhoy Towers,

Rotunda Bldg, Dalal Street,

Fort, Mumbai– 400 001

Scrip ID: POOJAENT Scrip Code: 532011 ISIN: INE147C01017

Sub: Notice of Extra Ordinary General Meeting (“EOGM”)

Dear Sir/Madam,

In pursuant to Regulation 30 of the Securities Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we

wish to inform that 01/2026-27 Extra-Ordinary General Meeting (“EOGM”) of the

Company is scheduled to be held on Tuesday, June 30, 2026 at 03.00 PM (IST) through

Video Conferencing (“VC”)/ Other Audio-Visual Means(“OAVM”).

The Notice of the 01/2026-27 EOGM is enclosed herewith. The said Notice is also

available on the website of the Company at www.vashubhagnaniindustries.com under

tab AGM/EGM/Postal Ballot.

This is for your information and record.

Thanking you,

Yours Faithfully,

For Vashu Bhagnani Industries Limited

(Formerly known as Pooja Entertainment and Films Limited)

Shweta Ramesh Soni

Company Secretary & Compliance Officer

Membership No: A65292

Encl: a/a

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(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

Notice is hereby given that the 01/2026-27 Extra-Ordinary General Meeting (“EOGM”)

of Vashu Bhagnani Industries Limited will be held on Tuesday, the 30th day of June,

2026 at 03.00 P.M. through Video Conferencing (VC)/ Other Audio-Visual Means

(OAVM), to transact the following business:

Special Business:

1. To appoint Mr. Ashish Radheyshyam Goyal (DIN:11640132) as a Non-Executive

Independent Director.

To Consider and if thought fit, to pass with or without modification (s), the following

resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160, 161

and all other applicable provisions, if any, of the Companies Act, 2013 (the ‘Act’) read

with Schedule IV to the Act and rules made thereunder and applicable regulations of

the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“SEBI

Listing Regulations”), (including any statutory modification(s) or re-enactment thereof

for the time being in force) and upon recommendation of the Nomination and

Remuneration Committee and approval of the Board of Directors, Mr. Ashish

Radheyshyam Goyal (DIN:11640132) who was appointed by the Board of Directors as

an Additional as well as Non-Executive Independent Director of the company with effect

from April 10, 2026 in terms of Section 161(1) of the Act and in respect of whom the

Company has received a notice in writing from a Member under section 160 of the Act

proposing his candidature for the office of a Director, and who has submitted a

declaration that he meets the criteria for independence as provided in Section 149(6) of

the Act and Regulation 16 of SEBI Listing Regulations, and who has consented to act

as a Director of the Company and who is eligible for appointment under the provisions

of the Act and the Rules framed thereunder and the Listing Regulations, be and is

hereby appointed as a Non- Executive Independent Director of the Company, who is not

liable to retire by rotation, to hold office for a term of Five (5) consecutive years

commencing from April 10, 2026 through April 09, 2031 (both days inclusive).

RESOLVED FURTHER THAT the Board, be and is hereby authorised, to do and

perform all such acts, deeds, matters and things, as may be necessary, including

finalising the terms and conditions, methods and modes in respect thereof and

finalising and executing necessary documents, including contract(s), scheme(s),

agreement(s) and such other documents, file applications and make representations in

respect thereof and seek approval from relevant authorities, including Governmental or

regulatory authorities, as applicable, in this regard and deal with any matters, take

necessary steps as the Board may, in its absolute discretion deem necessary, desirable

or expedient, to give effect to this resolution and to settle any question that may arise

in this regard and incidental thereto, without being required to seek any further

consent or approval of the Members or otherwise to the end and intent that the

Members shall be deemed to have given their approval thereto expressly by the

authority of this resolution.”

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(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

Item No. 2:

To re-appoint Mrs. Puja Vashu Bhagnani as the Managing Director of the

Company.

To Consider and if thought fit, to pass with or without modification (s), the following

resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 198, 203 and all

other applicable provisions, if any, of the Companies Act, 2013 (“Act”) read with

Schedule V thereto, the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014, the Companies (Meetings of Board and its Powers) Rules, 2014,

and other applicable rules made thereunder (including any statutory modification(s),

amendment(s), re-enactment(s) or substitution(s) thereof for the time being in force),

the applicable provisions of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015, including Regulation 17

and other applicable regulations thereof, the Articles of Association of the Company,

and pursuant to the recommendation of the Nomination and Remuneration Committee

and approval of the Board of Directors, and subject to such approvals, permissions and

sanctions as may be necessary from statutory, regulatory or other authorities, consent

of the Members of the Company be and is hereby accorded for the re-appointment of

Mrs. Puja Vashu Bhagnani (DIN: 00044593) as the Managing Director of the Company

for a period of 3 (Three) years with effect from 1st April, 2026, liable to retire by

rotation, upon the terms and conditions, including remuneration, perquisites and

benefits, as set out in the Explanatory Statement annexed hereto and/or as may be

approved by the Board of Directors (which term shall include any Committee thereof

duly authorised for the purpose) from time to time, within the overall limits prescribed

under the Act and approved by the Members of the Company.

RESOLVED FURTHER THAT in the event of there being loss or inadequacy of profit for

any financial year during the currency of her tenure, the remuneration as stated in the

explanatory statement shall be payable as minimum remuneration to her and shall not

exceed limits specified under Section II of Part II of Schedule V of the Companies Act,

2013 for that year.

RESOLVED FURTHER THAT the Board of Directors be and are hereby authorized to

vary, alter, increase, enhance and change from time-to-time remuneration based on the

recommendation of the Nomination & Remuneration Committee subject to the same

not exceeding the limits specified under Section 197 read with Schedule V of the

Companies Act, 2013 (including any statutory modification(s) or re-enactment thereof

for the time being in force).

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such

acts, deeds and things and execute all such documents, instruments and writings as

may be required and to delegate all or any of its powers herein conferred to any

Committee of Directors or Director(s) to give effect to the aforesaid resolution.”

By Order of the Board of Directors

Vashu Bhagnani Industries Limited

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(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

Shweta Ramesh Soni

Company Secretary & Compliance Officer

ACS No. 65292

Place: Mumbai

Date: 08-06-2026

Notes:

1. The Explanatory Statement pursuant to the provisions of section 102 of the

Companies Act,2013 (“the Act”), in respect of the special businesses mentioned in

the Notice of this Extra- Ordinary General Meeting (“EOGM”) (“Notice”) is annexed

hereto.

2. In compliance with the provisions of Sections 110, 102 read with 108 and other

applicable provisions of the Companies Act, 2013 read with Rule(s) 20 and 22 of the

Companies (Management and Administration) Rules, 2014, and other related Rules,

Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015, Secretarial Standard on General Meetings

(SS-2) issued by The Institute of Company Secretaries of India, each as amended, and

in accordance with the provisions of the General Circular No(s). 14/2020 dated April 8,

2020, 17/2020 dated April 13, 2020 read with other relevant circulars issued in this

regard, the latest being General Circular No. 09/2024 dated September 19, 2024

(collectively referred to as MCA Circulars), issued by the Ministry of Corporate Affairs,

Government of India, read with applicable SEBI Circulars, Pursuant to the Applicable

Laws, the EOGM of the company is being Company is being held through VC /

OAVM.

3. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with

Rule 20 of the Companies (Management and Administration) Rules, 2014 (as

amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure

Requirements) Regulations 2015 (as amended), and MCA Circulars as issued by the

Ministry of Corporate Affairs, the Company is providing facility of remote e-voting to

its Members in respect of the business to be transacted at the EOGM. For this

purpose, the Company has entered into an agreement with Bigshare Services

Private Limited (BSPL), Registrar and Transfer Agents (“RTA”), for facilitating voting

through electronic means, as the authorized e-Voting’s agency. The facility of

casting votes by a member using remote e-voting as well as the e-voting system on

the date of the EOGM will be provided by BSPL.

4. The Members can join the EOGM in the VC/OAVM mode 15 minutes before and

after the scheduled time of the commencement of the Meeting by following the

procedure mentioned in the Notice. The facility of participation at the EOGM

through VC/OAVM will be made available to at least 1000 members on first come

first served basis. This will not include large Shareholders (Shareholders holding

2% or more shareholding), Promoters, Institutional Investors, Directors, Key

Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and

Remuneration Committee and Stakeholders Relationship Committee, Auditors etc.

who are allowed to attend the EOGM without restriction on account of first come

first served basis.

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(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

5. The attendance of the Members attending the EOGM through VC will be counted

for the purpose of ascertaining the quorum under Section 103 of the Companies

Act, 2013.

6. Since this EOGM is being held through VC / OAVM, pursuant to the MCA

Circulars:

a. Members can attend the EOGM through login credentials provided to them for

this purpose. Physical attendance of the Members at the EOGM venue is not

required and accordingly attendance slip is not annexed to this Notice.

b. Appointment of proxy to attend and cast vote on behalf of the Member is not

available and hence the Proxy Form is also not annexed to this Notice.

c. However, Body Corporates are entitled to appoint authorised representatives to

attend the EOGM through VC / OAVM and participate thereat and cast their

votes through e-Voting.

7. Since the EOGM will be held through VC / OAVM, the route map of the venue of

the EOGM is not annexed to this Notice.

8. In line with the Ministry of Corporate Affairs (MCA) Circular No. 11/2022 dated

December 28, 2022, and General Circular No.09/2023 dated September 25, 2023,

the Notice calling the EOGM has been uploaded on the website of the Company at

www.vashubhagnaniindustries.com. The Notice can also be accessed from the

websites of the Stock Exchanges i.e., BSE Limited at www.bseindia.com. The

EOGM Notice is also disseminated on the website of BSPL (agency for providing the

Remote e-Voting facility and e-voting system during the EOGM) i.e.

https://ivote.bigshareonline.com.

9. The register of members and transfer books of the Company shall remain closed

from <<June 24, 2026>> to <<June 30, 2026>> (both days inclusive) for the

purpose of EOGM.

10. Any query relating to any items of business set out in the agenda of the meeting

must be sent to the Company’s email cs@poojaentertainment.in.

11. The Securities and Exchange Board of India has mandated the submission of

Permanent Account Number (PAN) by every participant in the securities market.

Members holding shares in electronic form are, therefore, requested to submit the

PAN to their Depository Participants with whom they are maintaining their demat

accounts. Members holding shares in physical form can submit their PAN details to

the Company’s Registrars & Transfer Agents, BIGSHARE SERVICES PRIVATE

LIMITED.

12. Members who hold shares in physical form in multiple folios in identical names or

joint holding in the same order of names are requested to send the share

certificates to the Company’s Registrars & Transfer Agents, BIGSHARE SERVICES

PRIVATE LIMITED for consolidation into a single folio.

13. Members are requested to:

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(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

>Intimate immediately any change in their address or bank mandates to their

Depository Participants with whom they are maintaining their demat accounts

and holding shares in physical form are requested to advise any change of

address immediately to the Company’s Registrars & Transfer Agents,

BIGSHARE SERVICES PRIVATE LIMITED

>Communicate on all matters pertaining to their shareholdings with the

Company or Registrars & Transfer Agents, BIGSHARE SERVICES PRIVATE

LIMITED quoting their respective Ledger Folio Numbers, Client ID and DP ID.

14. To prevent fraudulent transactions, members are advised to exercise due diligence

and notify the Company of any change in address or demise of any member as soon

as possible. Members are also advised not to leave their demat account(s) dormant

for long. Periodic statement of holdings should be obtained from the concerned

Depository Participant and holdings should be verified. SEBI has also mandated

that for registration of transfer of securities, the transferee(s) as well as

transferor(s) shall furnish a copy of their PAN card to the Company for registration

of transfer of securities.

15. Members who have not registered their contact no. and e-mail addresses, so far,

are requested to register their contact no. and e-mail addresses, in respect of their

electronic holdings with the Depository through their concerned Depository

Participants. Members who hold shares in physical form are requested to register

their e-mail addresses with the Company’s Registrar & Transfer Agents, M/s

BIGSHARE SERVICES PRIVATE LIMITED by sending an e-mail to

investor@bigshareonline.com along with details like Name, Folio No., Scanned

Certificate, ID Proof etc.

16. The Board of Directors of the Company has appointed Mr. Balkrishan Pradhan,

Proprietor M/s. B. K. Pradhan & Associates, Company Secretaries, Mumbai as

Scrutinizer to scrutinize the Remote e-Voting &e-Voting during the EOGM in a fair

and transparent manner and he has communicated his willingness to be appointed

and will be available for same purpose.

17. Voting rights shall be reckoned on the paid-up value of shares registered in the

name of the member / beneficial owner (in case of electronic shareholding) as on

the cut-off/record date.

THE INTRUCTIONS FOR SHAREHOLDRES FOR E-VOTING AND JOINING

VIRTUAL MEETINGS ARE AS UNDER:

i. The voting period begins on <From 09.00 A.M. (IST) on June 27, 2026> and ends

on <up to 05.00 P.M. (IST) on June 29, 2026>. During this period shareholders

of the Company, holding shares either in physical form or in dematerialized form,

as on the cut-off date <June 23, 2026>may cast their vote electronically. The e-

voting module shall be disabled by Bigshare for voting thereafter.

ii. Shareholders who have already voted prior to the meeting date would not be

entitled to vote at the meeting venue.

iii. Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated

09.12.2020, under Regulation 44 of Securities and Exchange Board of India

(Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities

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(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

are required to provide remote e-voting facility to its shareholders, in respect of all

shareholders’ resolutions. However, it has been observed that the participation by

the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple e-voting service providers (ESPs) providing e-voting

facility to listed entities in India. This necessitates registration on various ESPs and

maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public

consultation, it has been decided to enable e-voting to all the demat account

holders, by way of a single login credential, through their demat accounts/

websites of Depositories/ Depository Participants. Demat account holders

would be able to cast their vote without having to register again with the ESPs,

thereby, not only facilitating seamless authentication but also enhancing ease and

convenience of participating in e-voting process.

iv. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated

December 9, 2020 on e-Voting facility provided by Listed Companies, Individual

shareholders holding securities in demat mode are allowed to vote through their

demat account maintained with Depositories and Depository Participants.

Shareholders are advised to update their mobile number and email Id in their

demat accounts in order to access e-Voting facility.

1. Pursuant to above said SEBI Circular, Login method for e-Voting and joining

virtual meetings for Individual shareholders holding securities in Demat mode

is given below:

Type of

shareholders

Login Method

Individual

Shareholders

holding

securities in

Demat mode

with CDSL

1) Users who have opted for CDSL Easi / Easiest facility, can login

through their existing user id and password. Option will be made

available to reach e-Voting page without any further authentication.

The URL for users to login to Easi / Easiest are

https://web.cdslindia.com/myeasi/home/login or visit

www.cdslindia.com and click on Login icon and select New System

Myeasi.

2) After successful login the Easi / Easiest user will be able to see the

e-Voting option for eligible companies where the evoting is in

progress as per the information provided by company. On clicking

the evoting option, the user will be able to see e-Voting page of

BIGSHARE the e-Voting service provider and you will be re-directed

to i-Vote website for casting your vote during the remote e-Voting

period or joining virtual meeting & voting during the meeting.

Additionally, there is also links provided to access the system of all

e-Voting Service Providers i.e. BIGSHARE, so that the user can visit

the e-Voting service providers’ website directly.

3) If the user is not registered for Easi/Easiest, option to register is

available at

https://web.cdslindia.com/myeasi/Registration/EasiRegistration

4) Alternatively, the user can directly access e-Voting page by providing

Demat Account Number and PAN No. from a link www.cdslindia.com

home page. The system will authenticate the user by sending OTP

on registered Mobile & Email as recorded in the Demat Account.

After successful authentication, user will be able to see the e-Voting

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(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

option where the evoting is in progress, and also able to directly

access the system of all e-Voting Service Providers. Click on

BIGSHARE and you will be re-directed to i-Vote website for casting

your vote during the remote e-voting period.

Individual

Shareholders

holding

securities in

demat mode

with NSDL

1) If you are already registered for NSDL IDeAS facility, please visit the

e-Services website of NSDL. Open web browser by typing the

following URL: https://eservices.nsdl.com either on a Personal

Computer or on a mobile. Once the home page of e-Services is

launched, click on the “Beneficial Owner” icon under “Login” which

is available under ‘IDeAS’ section. A new screen will open. You will

have to enter your User ID and Password. After successful

authentication, you will be able to see e-Voting services. Click on

“Access to e-Voting” under e-Voting services and you will be able to

see e-Voting page. Click on company name or e-Voting service

provider name BIGSHARE and you will be re-directed to i-Vote

website for casting your vote during the remote e-Voting period or

joining virtual meeting & voting during the meeting.

2) If the user is not registered for IDeAS e-Services, option to register is

available at https://eservices.nsdl.com. Select “Register Online for

IDeAS “Portal or click at

https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3) Visit the e-Voting website of NSDL. Open web browser by typing the

following URL: https://www.evoting.nsdl.com/ either on a Personal

Computer or on a mobile. Once the home page of e-Voting system is

launched, click on the icon “Login” which is available under

‘Shareholder/Member’ section. A new screen will open. You will have

to enter your User ID (i.e. your sixteen digit demat account number

hold with NSDL), Password/OTP and a Verification Code as shown

on the screen. After successful authentication, you will be redirected

to NSDL Depository site wherein you can see e-Voting page. Click on

company name or e-Voting service provider name BIGSHARE and

you will be redirected to i-Vote website for casting your vote during

the remote e-Voting period or joining virtual meeting & voting during

the meeting

Individual

Shareholders

(holding

securities in

demat mode)

login through

their

Depository

Participants

You can also login using the login credentials of your demat account

through your Depository Participant registered with NSDL/CDSL for

e-Voting facility. After Successful login, you will be able to see e-

Voting option. Once you click on e-Voting option, you will be

redirected to NSDL/CDSL Depository site after successful

authentication, wherein you can see e-Voting feature. Click on

company name or e-Voting service provider name and you will be

redirected to e-Voting service provider website for casting your vote

during the remote e-Voting period or joining virtual meeting & voting

during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised

to use Forget User ID and Forget Password option available at abovementioned

website.

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(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

Helpdesk for Individual Shareholders holding securities in demat mode for any

technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details

Individual Shareholders

holding securities in

Demat mode with CDSL

Members facing any technical issue in login can contact

CDSL helpdesk by sending a request at

helpdesk.evoting@cdslindia.comor contact at 022-

23058738 and 22-23058542-43.

Individual Shareholders

holding securities in

Demat mode with NSDL

Members facing any technical issue in login can contact

NSDL helpdesk by sending a request at

evoting@nsdl.co.in or call at toll free no.: 1800 1020 990

and 1800 22 44 30

2. Login method for e-Voting for shareholder other than individual shareholders

holding shares in Demat mode & physical mode is given below:

 You are requested to launch the URL on internet browser:

https://ivote.bigshareonline.com

 Click on “LOGIN” button under the ‘INVESTOR LOGIN’ section to Login on E-

Voting Platform.

 Please enter you ‘USER ID’ (User id description is given below) and ‘PASSWORD’

which is shared separately on you register email id.

o Shareholders holding shares in CDSL demat account should enter 16 Digit

Beneficiary ID as user id.

o Shareholders holding shares in NSDL demat account should enter 8 Character

DP ID followed by 8 Digit Client ID as user id.

o Shareholders holding shares in physical form should enter Event No + Folio

Number registered with the Company as user id.

Note If you have not received any user id or password please email from your

registered email id or contact i-vote helpdesk team. (Email id and contact number are

mentioned in helpdesk section).

 Click on I AM NOT A ROBOT (CAPTCHA) option and login.

NOTE: If Shareholders are holding shares in demat form and have registered on to e-

Voting system of https://ivote.bigshareonline.com and/or voted on an earlier

event of any company then they can use their existing user id and password to

login.

 If you have forgotten the password: Click on ‘LOGIN’ under ‘INVESTOR LOGIN’ tab

and then Click on ‘Forgot your password?

 Enter “User ID” and “Registered email ID” Click on I AM NOT A ROBOT

(CAPTCHA) option and click on ‘Reset’.

(In case a shareholder is having valid email address, Password will be sent to his / her

registered e-mail address).

Voting method for shareholders on i-Vote E-voting portal:

 After successful login, Bigshare E-voting system page will appear.

 Click on “VIEW EVENT DETAILS (CURRENT)” under ‘EVENTS’ option on investor

portal.

 Select event for which you are desire to vote under the dropdown option.

 Click on “VOTE NOW” option which is appearing on the right hand side top corner

of the page.

----------------Page (8) Break----------------

(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

 Cast your vote by selecting an appropriate option “INFAVOUR”, “NOT IN FAVOUR”

or “ABSTAIN” and click on “SUBMIT VOTE”. A confirmation box will be displayed.

Click “OK” to confirm, else “CANCEL” to modify. Once you confirm, you will not be

allowed to modify your vote.

 Once you confirm the vote you will receive confirmation message on display screen

and also you will receive an email on your registered email id. During the voting

period, members can login any number of times till they have voted on the

resolution(s). Once vote on a resolution is casted, it cannot be changed

subsequently.

 Shareholder can “CHANGE PASSWORD” or “VIEW/UPDATE PROFILE” under

“PROFILE” option on investor portal.

3. Custodian registration process for i-Vote E-Voting Website:

 You are requested to launch the URL on internet browser:

https://ivote.bigshareonline.com

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----------------Page (9) Break----------------

(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

Helpdesk for queries regarding e-voting:

Login type Helpdesk details

Shareholder‘s other

than individual

shareholders holding

shares in Demat mode

& Physical mode.

In case shareholders/ investor have any queries regarding E-

voting, you may refer the Frequently Asked Questions (‘FAQs’)

and i-Vote e-Voting module available at

https://ivote.bigshareonline.com, under download section or

you can email us to ivote@bigshareonline.com or call us at:

1800 22 54 22.

4. Procedure for joining the AGM/EGM through VC/ OAVM:

For shareholder other than individual shareholders holding shares in Demat

mode & physical mode is given below:

 The Members may attend the AGM through VC/ OAVM at

https://ivote.bigshareonline.comunder Investor login by using the e-voting

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under:-

 The Members can join the AGM/EGM in the VC/ OAVM mode 15 minutes before

the scheduled time of the commencement of the meeting. The procedure for e-

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Helpdesk for queries regarding virtual meeting:

In case shareholders/ investor have any queries regarding virtual meeting, you may

refer the Frequently Asked Questions (‘FAQs’) available at

https://ivote.bigshareonline.com, under download section or you can email us to

ivote@bigshareonline.com or call us at: 1800 22 54 22.

----------------Page (10) Break----------------

(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

EXPLANATORY STATEMENT UNDER SECTION 102(1) OF THE COMPANIES

ACT, 2013

Item No. 1:

Based on the recommendation of the Nomination and Remuneration Committee

(NRC), the Board of Directors at its meeting held on 10th April, 2026 appointed Mr.

Mr. Ashish Radheyshyam Goyal (DIN:11640132) as an Additional as well as Non-

Executive Independent Director of the Company, not liable to retire by rotation for

a term of 5 (five) years commencing from 10th April, 2026 through 09th April, 2031

(both days inclusive), subject to the approval of the Members. According to the

provision of Section 161(1) of the Companies Act, 2013 ('the Act'), Mr. Ashish

Radheyshyam Goyal shall hold office as an Additional Director till 3 (three) months

from the date of appointment or up to the date of ensuing General Meeting,

whichever is earlier and is eligible to be appointed as a Non- Executive Independent

Director.

The Company has, in terms of Section 160(1) of the Act, received in writing a notice

from Member, proposing his candidature for the office of Director. Mr. Ashish

Radheyshyam Goyal confirmed that he is not disqualified from being appointed as

Director in terms of Section 164 of the Act and not debarred from holding office as

Directors of the company by virtue of any SEBI Order or any other such authority

and given his consent to act as a director. The Company has also received

declaration from him that he meets the criteria of independence as prescribed both

under Section 149(6) of the Act and under regulation 16 and other applicable

Regulation of the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirements) Regulations, 2015. In the opinion of the Board, he is

independent from management and possesses appropriate skills, experience and

knowledge and he fulfils the conditions for appointment as an Independent Director

as specified in the Companies Act, 2013 and the Securities and Exchange Board of

India (Listing Obligations and Disclosure Requirements) Regulation, 2015. The

Board of Directors have taken on record the declarations and confirmations

submitted by him.

Further, Mr. Ashish Radheyshyam Goyal has confirmed that he is not aware of any

circumstance or situation which exists or may be reasonably anticipated that could

impair or impact his ability to discharge duties as Independent Directors of the

Company and also confirmed that he is in compliance with Rules 6(1) and 6(2) of

the Companies (Appointment and Qualification of Directors) Rules, 2014, with

respect to his registration with the data bank of Independent Directors maintained

by the Indian Institute of Corporate Affairs.

The brief profile of Mr. Ashish Radheyshyam Goyal who is proposed to be appointed

as Non-Executive Independent Director is annexed with this notice. The copy draft

appointment letter in relation to his appointment setting out the terms and

conditions of the appointment would be made available for inspection to the

Members on sending a request along with their DP/Client ID or Folio No. from their

registered e-mail address to the company at cs@poojaentertainment.in.

----------------Page (11) Break----------------

(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

None of the Director(s) and/or Key Managerial Personnel of the Company and/or

their respective relatives, except Mr. Ashish Radheyshyam Goyal and his relatives,

to whom the Resolution relates, are concerned or interested either directly or

indirectly, financially or otherwise to the extent of their directorship and

shareholding interest in the Company, if any, in the Resolution set out at Item No.

1 of the Notice.

The Board recommends the Special Resolutions set out at Item No. 1 of the Notice

for approval of the Members.

INFORMATION PURSUANT TO SECRETARIAL STANDARD ON GENERAL

MEETING (SS-2) AND REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS

AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

Name of Director Mr. Ashish Radheyshyam Goyal

DIN 11640132

Date of Birth 09/11/1983

Age 42 years

Qualification Graduation degree in Engineering in

Information Technology

Shareholding in the Company including

as a beneficial owner

NA

Date of Appointment on the Board 10.04.2026

Expertise strategic as well as marketing

management and network building,

market analysis and negotiation skills.

Remuneration proposed to be paid None

Remuneration last drawn None

Names of other company’s directorships Modella Textile Industries Limited –

Additional Independent Director

Names of listed companies in which

resigned in the past three years

NA

Relationships with Directors, Manager

and other Key Managerial Personnel of

the company

NA

Audit Committee Nil

Nomination and Remuneration

Committee

Nil

Stakeholders Relationship Committee Nil

Number of Board Meetings attended

during the year

2

Terms and Conditions of Appointment/

Re-appointment

Mr. Ashish Radheyshyam Goyal shall be

appointed as a Non-Executive

Independent Director, not liable to retire

by rotation, to hold office for a period of

Five (5) consecutive years commencing

from April 10, 2026 through April 09,

2031.

In case of independent directors, the

skills and capabilities required for the

Mr. Ashish Radheyshyam Goyal has the

requisite set of skills and capabilities in

----------------Page (12) Break----------------

(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

role and the manner in which the

proposed person meets such

requirements

management and marketing.

Brief Resume Mr. Ashish Goyal is an entrepreneur,

social impact leader, and governance

professional with over 18 years of

experience spanning corporate

leadership and grassroots development.

Mr. Ashish holds a degree in

Engineering in Information Technology

from Madhav Institute of Technology

and Science (MITS), Gwalior, Madhya

Pradesh, India.

ITEM NO. 2:

The Board has, based on the recommendation of the Nomination and Remuneration

Committee and subject to the approval of the Members, approved the re-

appointment of Mrs. Puja Vashu Bhagnani as Managing Director for a period of 3

(Three) years w.e.f 01st April, 2026. Mrs. Puja Vashu Bhagnani is not disqualified

from being re-appointed as Director in terms of section 164 of the Act and has given

her consent to act as a Managing Director of the Company.

Mrs. Puja Vashu Bhagnani satisfies all the conditions as set out in Section 196(3) of

the Act and Part-I of Schedule V to the Act, for being eligible for her appointment. A

brief profile of Mrs. Puja Vashu Bhagnani, including nature of her expertise, is

provided in this notice. The Nomination and Remuneration Committee was also of

the view that this would be the remunerations, which would be necessary,

considering her respective experiences and abilities to lead and expand the business

initiatives of the Company. The details of remuneration as reviewed by the

Remuneration Committee and approved by Board subject to the approval of the

Members is reproduced herein below:

Salary: ₹1,20,000/- (Rupees One Lac Twenty Thousand only) per month.

Minimum Remuneration:

Notwithstanding anything to the contrary herein contained, where in any financial

year during the currency of the tenure of the Managing Director, the Company has

no profit or its profits are inadequate, the Company will pay remuneration by way of

salary and perquisites in accordance with the applicable provisions of Schedule V of

the Act, and subject to approval of Central Government, if required. The

remuneration payable to Mrs. Puja Vashu Bhagnani will be accordingly decided by

Nomination and Remuneration Committee of the Company within the overall limits

provided under the act.

A Statement as per requirement of Schedule V of the Companies Act, 2013 is given

as follows:

----------------Page (13) Break----------------

(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

I. General information:

1. Nature of industry: Company is engaged in the business of film making and

film production.

2. Date or expected date of commencement of commercial production: Company

was incorporated on 05/08/1986.

3. In case of new Companies, expected date of commencement of activities as per

project approved by Financial Institutions appearing in the prospectus: Not

applicable

4. Financial performances based on given indicators: (Figures In lakhs)

Particulars 2025-26 2024-25

Revenue from operations 996.46 947.28

Profit/ (loss) before Tax 189.52 40.20

Profit/ (loss) after Tax 140.66 27.70

5. Foreign investments or collaborators, if any: INR 128.56 Lakhs in wholly

owned subsidiary, Modern Production FZ LLC, UAE (as on 31st March, 2026)

II. Information about the appointee:

1. Background Details: Mrs. Puja Vashu Bhagnani, age 64 years is a commerce

graduate having expertise in Commerce, Film Making, Production and

Entertainment Business.

2. Past remuneration: ₹14,40,000/- (Rupees Fourteen Lakh Forty Thousand Only)

paid in Financial Year 2025-2026

3. Recognition or Awards: None

4. Job Profile and their suitability: Board is of the view that the proposed

appointment will be beneficial to the functioning and future growth opportunities

of the Company. They are best suited for the responsibilities currently assigned

and proposed to be assigned to them by the Board of Directors and the

remuneration payable to them is commensurate with their abilities and

experience.

5. Remuneration proposed: ₹1,20,000/- (Rupees One Lac Twenty Thousand only)

per month.

6. Comparative remuneration profile with respect to industry, size of the Company,

profile of the position and person: Taking into consideration the size of the

Company, the profile of Mrs. Puja Vashu Bhagnani, the responsibilities

shouldered by her and the industry benchmarks, the remuneration proposed to

be paid is commensurate with the remuneration packages paid to similar senior

level counterpart(s) in other companies.

7. Pecuniary relationship(s) directly or indirectly with the Company, or relationship

with the managerial personnel, if any: Mrs. Puja Vashu Bhagnani is a Managing

Director of the Company and receiving managerial remuneration, she holds

34,17,633 Equity Shares of ₹10/- each of the Company in her individual capacity.

Wife of Mr. Vashu Lilaram Bhagnani (Director) and Mother of Mrs. Deepshikha

Bhagnani (Director).

III. Other information:

1 Reasons of loss or inadequate profits: NA

2 Steps taken or proposed to be taken for improvement: The Company has

initiated various steps to improve its performance/ liquidity, including cost

control measures have been put in place.

----------------Page (14) Break----------------

(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

3 Expected increase in productivity and profits in measurable terms: The

Company is expecting increased profitability in future

IV. Disclosures:

The objective of the policy is directed towards having a compensation

philosophy and structure that will reward and retain talent. The Remuneration

to Managing Directors shall take into account the Company’s overall

performance, MDs contribution for the same & trends in the industry in

general, in a manner which will ensure and support a high-performance

culture.

The Company has no stock option plans and hence such instruments do not

form part of their remuneration package.

The Remuneration to others will be such as to ensure that the relationship of

remuneration to performance is clear and meets appropriate performance

benchmarks.

The details of remuneration of Puja Vashu Bhagnani - Managing Director for

FY: 2025-26 is as follows:

Remuneration Package Puja Vashu Bhagnani

Salary and allowances 14.40

Leave Encashment 0

Contribution to Provident Fund and Other

funds 0

Perquisites 0

Total (₹ in Lakhs) 14.40

-No commission was paid to directors during the year under review.

-Other than the benefits stated above no other fixed or variable benefits are

available for any of the directors.

-There is no separate provision of service contracts, notice period and severance

fees.

-No Stock-Option has been granted to any directors by the Company.

She confirmed that she is not disqualified from being re-appointed as Directors in

terms of Section 164 of the Act and not debarred from holding office as Directors of

the Company by virtue of any SEBI Order or any other such authority and given her

respective consent to act as a Director.

In terms of the provisions of the Companies Act, 2013, consent of the shareholders

is required for appointment of Mrs. Puja Vashu Bhagnani as Managing Director of

the Company. The Board recommend the resolution as set out in item no. 2 for

approval of the members as a special resolution. The terms as set out in the

resolution and explanatory statement may be treated as an abstract of the terms and

conditions governing the appointment of Mrs. Puja Vashu Bhagnani as the

Managing Director of the Company pursuant to Section 190 of the Companies Act,

2013.

None of the Directors except, Mr. Vashu Lilaram Bhagnani and Mrs. Deepshikha

Deshmukh who are relatives of Mrs. Puja Vashu Bhagnani is concerned or

interested in the resolution.

----------------Page (15) Break----------------

(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

INFORMATION PURSUANT TO SECRETARIAL STANDARD ON GENERAL

MEETING (SS-2) AND REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS

AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

Name of Director Mr. Puja Vashu Bhagnani

DIN 00044593

Date of Birth 20.10.1962

Age 64 years

Qualification Master in Commerce Graduate

Shareholding in the Company including

as a beneficial owner

5.34% as on 31st March, 2026

Date of Appointment on the Board 30.06.2008

Expertise Mrs. Bhagnani possesses extensive

experience in business management,

administration, strategic planning,

operational oversight, corporate

governance, and stakeholder

engagement, with a strong focus on

organizational development and driving

sustainable business growth.

Remuneration proposed to be paid ₹14.40 Lakh

Remuneration last drawn ₹14.40 Lakh

Names of other company’s directorships 1. PVB Developers Private Limited

2. Pooja Devcon Private Limited

3. Puja Entertainment (India) Limited

4. Beta Properties Private Limited

5. VPJ Entertainment Private Limited

6. Pooja Entertainment Limited

Names of listed companies in which

resigned in the past three years

NA

Relationships with Directors, Manager

and other Key Managerial Personnel of

the company

Wife of Mr. Vashu Bhagnani (Director) &

Mother of Mrs. Deepshikha Deshmukh

(Director)

Audit Committee Nil

Nomination and Remuneration

Committee

Nil

Stakeholders Relationship Committee Nil

Number of Board Meetings attended

during the year

10

Terms and Conditions of Appointment/

Re-appointment

Mrs. Puja Vashu Bhagnani was

appointed as Managing Director of the

Company, for a period of 3 (three) years

w.e.f 1st April, 2026, liable to retire by

rotation.

By Order of the Board of Directors

Vashu Bhagnani Industries Limited

----------------Page (16) Break----------------

(Formerly known as Pooja Entertainment and Films Limited)

CIN: L68100MH1986PLC040559

Regd. Off.: Flat No 1, Coelho House, No 2 Juhu Vasant Bahar CHS LTD, Juhu Tara Road, Juhu, Near

Sea Princes Hotel, Mumbai 400049

Email: cs@poojaentertainment.in|Tel. No.: 9096796404|

Website: http://vashubhagnaniindustries.com/

Shweta Ramesh Soni

Company Secretary & Compliance Officer

ACS No. 65292

Place: Mumbai

Date: 08-06-2026

----------------Page (17) Break----------------