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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,299 /gm

Directors Report of VELS Film International Ltd.

Mar 31, 2025

Your Directors are pleased to present the 6^thAnnual Report of your company together with
Audited Financial statements for the year ended
March 31, 2025.

1. FINANCIAL PERFORMANCE AND HIGHLIGHTS

Your Company''s performance during the year
ended March 31, 2025 as compared to the previous
financial year, is summarized as below-
STANDALONE:

Particulars	Year ended 31^st March, 2025	Year ended 31^st March, 2024
Turnover	3,42,660.72	1,07,530.24
Other Income	2,55,011.51	34,325.14
Total Income (Gross)	5,97,672.23	1,41,855.38
Total Expenditure	4,19,977.95	3,12,199.60
Profit / (Loss)before Tax	1,77,694.28	(1,70.344.23)
Less: Tax expenses:
1. Current Tax	5,100	-
2. Deferred tax	(35,361.75)	35,823.83
3. Excess/Short provisions relating to tax earlier years	(1,213.88)
Profit/ (Loss) after tax	136018.64	(1,34,520.40)

CONSOLIDATED

Particulars	Year ended 31^st March, 2025	Year ended 31^st March, 2024
Turnover	687420.21	3,95,383.83
Other Income	232097.59	21,655.90
Total Income (Gross)	919517.80	3,97,549.73
Total Expenditure	958040.18	7,44,299.77
Profit Before Extraordinary items and tax	(38522.33)	(346750.04)
Exceptional Items	-	118651.63
Profit / (Loss)before Tax	422756.35	(4,65,401.67)
Less: Tax expenses:
1. Current Tax	5100.00	-
2. Deferred tax	35361.75	35,823.83
Excess/short provision of tax relating to earlier years	(1213.88)	-
Minority''s share of interest	(49,297.39)	(65,306.67)
Profit/ (Loss) after tax	4,30,378.11	(36,42,71.19)

2. DETAILS OF REVISION OF FINANCIAL STATEMENTS
OR BOARD''S REPORT

Your Company has not revised the financial
statements or Boards Report during the year.

3. AMOUNT, WHICH THE BOARD PROPOSES TO CARRY
ANY RESERIVES

Your Directors do not propose to transfer any
amount to the general reserves and the entire
amount of profit for the year forms part of the
''Retained Earnings''.

4. DIVIDEND

During the year the Company has earned a net
profit of Rs. 1360.18 Lakhs and the Board of
Directors of the Company have not recommended
any dividend for the FY 2024-25.

5. PERFORMANCE REVIEW

The Company''s Revenue from operation for 2024Â¬
25 was Rs.3426.60 Lakhs as compared with
Rs.1075.30 Lakhs during the previous year. The
Company has resulted in a net profit after tax of
Rs.1360.18 lakhs compared with a net loss of
Rs.(1345.20) Lakhs during the last year.

6. STATE OF AFFAIRS AND FUTURE OUTLOOK

a) State of the company''s affairs: During the year
under review ended on 31^st March 2025, your
Company has earned Standalone profit of Rs.
1,360.18 lakhs /- against the consolidate profit of
Rs. 4303.78/- and Standalone loss for the period
ended 31^st March 2024 was Rs. 134520.04 and
Consolidate loss of Rs.3,64,271.1/- (in thousands)
for the corresponding period ended 31^st March
2024.

b) The Earnings per share (basic) were at Rs. (10.54)
stood as on 31^st March 2025 against Rs. (10.42) for
the previous year. The company got listed in NSE
and shares are traded at the SME platform of a
nationwide Stock Exchange.

c) Change in the nature of business: No change in
the Nature of Business.

d) Material changes and commitments, if any,
affecting the financial position of the company
which has occurred between the end of the
financial year of the company to which the
Financial Statements relates and the date of the
Report: Nil

7. CAPITAL STRUCTURE

The share capital of the Company as on 31^st March
2025 is as mentioned below:

Particulars

No. of Shares

Amount (in Rs. )

Authorised

Capital

Equity Shares
of Rs. 10 each

2,00,00,000

20,00,00,000

Issued,
Subscribed
and Paid-up
Capital

Equity Shares
of Rs. 10 each

1,29,08,000

12,90,80,000

Increase in Authorised Share capital:

â¢ During the reporting period, the Authorised
share capital of the Company has not been
increased .

Further during the Company has not issued

â¢ Equity shares with Differential Rights

â¢ Sweat Equity Shares

â¢ Employee Stock options

â¢ Shares to Trustees for Benefit of
Employees

â¢ Other securities which carries a right or
option to convert into equity shares

8. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and
Analysis (MDA) Report is included in this Report
as Annexure-I

9. STATEMENT OF UTILIZATION OF FUNDS RAISED
THROUGH IPO UNDER REGUATION 32(1) OF SEBI
(LISTING OBLIGATIONS AND DISCLOSURES
REQUIREMENTS) REGULATIONS, 2015

During the year under review, the Company has
not issued any further equity shares to the public.
Therefore, the statement of utilization of funds
not applicable.

10. ANNUAL RETURN

The details forming part of Annual Return as
required under Section 92 of the Companies Act,
2013 will be made available at the website of the
Company at https://velsfilminternational. com/

11. NUMBER OF BOARD MEETINGS

Dates for Board Meetings are well decided in
advance and communicated to the Board and the
intervening gap between the meetings was within
the period prescribed under the Companies Act, 2013
and the Listing Agreement. The information as
required under Regulation 17(7) read with Schedule
II Part A of the LODR is made available to the Board.
The agenda and explanatory notes are sent to the
Board in advance. The Board periodically reviews
compliance reports of all laws applicable to the
Company.

The Directors of the Company met 14 Times during
the financial year 2024-2025.

S. No	Date of Meeting	No of Director entitled to attend the Meeting	No of Director present at the meeting
1.	10.04.2025	5	5
2.	29.04.2025	5	5
3.	29.05.2024	5	5
4.	08.06.2024	5	5
5.	13.07.2024	6	6
6.	31.08.2024	6	6
7.	11.09.2024	6	6
8.	10.10.2024	6	6
9.	14.11.2024	6	6
10.	20.01.2024	6	6
11.	14.02.2025	6	6
12.	01.03.2025	6	6
13.	21.03.2025	6	6
14.	31.03.2025	6	6

CREDIT RATING

No Credit Rating was required to be obtained by
the company.

13. COMPOSITION OF AUDIT COMMITTEE

Your Company has formed an Audit Committee as
per the Companies Act, 2013 and Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015. All
members of the Audit Committee possess strong
knowledge of accounting and financial
management. During the year there are 04 (Four)
meeting of an Audit committee was held, i.e. on
29.05.2024, 03.07.2024, 14.11.2024 and 14.02.2025.
The primary objective of the Audit Committee is to
monitor and provide an effective supervision of
the Management''s financial reporting process, to
ensure accurate and timely disclosures, with the
highest levels of transparency, integrity and quality
of financial reporting. The Committee oversees the
work carried out in the financial reporting process
by the Management, the statutory auditor and
notes the processes and safeguards employed by
each of them. Further, the Audit Committee is also
functional as per the provision of Section 177 of
Companies Act, 2013 and Rules made thereunder
and as per Regulation 18 of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

14. COMPOSITION OF NOMINATION &
REMUNERATION COMMITTEE

Your Company has formed a Nomination &
Remuneration Committee to lay down norms for
determination of remuneration of the executive

as well as non-executive directors and executives
at all levels of the Company. The Nomination &
Remuneration committee has been assigned to
approve and settle the remuneration package with
optimum blending of monetary and non-monetary
outlay. During the year there are 02 (Two) meeting
of Nomination & Remuneration committee was
held i.e. on 29.05.2024, 08.06.2024.

15. DISCLOSURES PERTAINING TO CORPORATE SOCIAL
RESPONSIBILITY

As the company incurred loss during the financial
year 2023-2024, the provisions of Corporate Social
Responsibility are not applicable. The Board has
convened the CSR Committee Meeting on
29.05.2024.

16. COMPOSITION OF STAKEHOLDERS RELATIONSHIP
COMMITTEE

The terms of reference are in line with Section 178
of the Companies Act, 2013 and Regulation 20 of
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements)
Regulations, 2015. During the year 01 (One)
meeting of a Stakeholders Relationship
Committee was held, i.e. on 14.02.2025.

Following are the details and attendance of
Directors during the Board Meetings as well as

itc C nmmittoo''

Board of Directors	B. M	Au dit Commit tee	NR C	Stake holders Committe	CSR CommiÂ¬ e ttee	I D Meet
No. of Meetings	14	4	2	1	1	1
Ishari Ganesh Kadhirvelan	14	4			1
Arthi	14	-	2	1	-	-
Preethaa Ganesh	14
Thummala Gangatharan Balaji	14	4	2	1	1	1
Sangeetha Santharam	13			1		1
Sivakumar Rangasamy	10	3	-	-	-	1

17. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered
by the Company during the FY 2024-25 with related
parties were on an arm''s length basis and in the
ordinary course of business. Brief of Related Party

Transaction''s pursuant to Section 134(3)(h) of the
Act read with Rule 8(2) of the Companies (Accounts)
Rules, 2014 are attached in Form AOC-2 as
Annexure-II.

18. CORPORATE GOVERNANCE

Your Company being responsible corporate citizen
provides utmost importance to best Corporate
Governance practices and always works in the best
interest of its stakeholders. Your company has
incorporated the appropriate standards for
corporate governance. Pursuant to Regulation 15
(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, The Company is
not obligated to comply with provisions of certain
regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

19. RISK MANAGEMENT

The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key
business objectives. Major risks identified are
systematically addressed through mitigating
actions on a continuing basis. These are discussed
at the Meetings of the Audit Committee and the
Board of Director of the Company.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the Provisions of Section 152 &
203 of the Companies Act, 2013 and in terms of the
Articles of Association of the Company, Following
changes in composition of Board of Director during
the Financial Year

S. Name of No the Director	Desig nation	Date of Appt	Date of Cessation
1 Ishari Ganesh Kadhirvelan	Managing Director	25/10/2019	_-
2. Dr. Arthi	Director	25/10/2019	-
3. Preethaa Ganesh	Director	25/10/2019	-
4.. Thummala Gangatharan Balaji	Indepen dent Director	30/34/2022
5. Sangeetha Santharam	Independent Director	30/34/2022
6. Sampath Kumar Sujatha	Company Secretary	30/04/2022
7. Srinivasan Rajagopal	Chief Financial Officer	20/07/2023
& Vadasiruvelur Rajavelu Arasu	Chief Executive Officer	31/07/2023	21.6.2024
9. Rangasamy Sivakumar	Independent director/ Add. Director	08/6/2024	-

Mr. Rangasamy Sivakumar who was appointed as
an Additional Director (Nonexecutive and
Independent) w.e.f 08^nd June 2024 for a period of
5(five) years was regularised during the previous
Annual General Meeting.

Pursuant to the provisions of Section 152 of the
Companies Act, 2013, Ms. Preethaa Ganesh (DIN:
07105539) is due to retire by rotation at the ensuÂ¬
ing Annual General Meeting, and being eligible,
offer herself for re- appointment.

Appointment after the financial year:

â¢ Mr. Ayyappa Prasad (DIN: 11083356) was
appointed as an additional director (Non
Executive and Independent) of the Company
w.e.f 2^nd June 2025 for a period of 5 years and
holds office till the date of the ensuing Annual
General Meeting. The Board proposes the
regularisation of Ms. Ayyappa Prasad (DIN:
11083356) as a Director (Non Executive and
Independent) of the Company.

â¢ Ms. Kadhirvelan Ganesh Kushmitha (DIN:
09271301) was appointed as an additional
director (Non Executive and Non Independent)
of the Company w.e.f 2^nd June 2025 and holds
office till the date of the ensuing Annual
General Meeting. The Board proposes the
regularisation of Ms. Kadhirvelan Ganesh
Kushmitha (DIN: 09271301) (Non Executive and
Non Independent)as a Director of the
Company.

â¢ Mr. Lushvin Kummar (DIN: 11129847) was
appointed as an additional director (Non
Executive and Non Independent) of the
Company w.e.f 2^nd June 2025 and holds office
till the date of the ensuing Annual General
Meeting. The Board proposes the
regularisation of Mr. Lushvin Kumar (DIN:
11129847) (Non Executive and Non
Independent) as a Director of the Company.

21. STATEMENT ON DECLARATION GIVEN BY
INDEPENDENT DIRECTORS

All Independent Directors have given
declarations that they comply the criteria of
Independence as laid down under Section 149(6)
of the Companies Act, 2013 and as per SEBI (LODR)
Regulations, 2015.

22. BOARD EVALAUTION:

Pursuant to the provisions of the Companies Act,
2013 and SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 the Nomination

and Remuneration Committee has carried out an
Annual Performance Evaluation of the Board and
of the Individual Directors has been made. During
the year, the Evaluation cycle was completed by
the Company internally which included the
evaluation of the Board as a whole, Board
Committees and Directors. The Evaluation process
focused on various aspects of the Board and
Committees functioning such as composition of
the Board and Committees, experience,
performance of duties and governance issues etc.
Separate exercise was carried out to evaluate the
performance of individual Directors on
parameters such as contribution, independent
judgment and guidance and support provided to
the Management.

The results of the evaluation were shared with
the Board, Chairman of respective Committees
and individual Directors.

23. REMUNERATION POLICY

The Board of Directors on the recommendation of
the Nomination & Remuneration Committee has
framed a Policy for Directors, Key Managerial
Personnel and other Senior Managerial Personnel
of the Company, in accordance with the
requirements of the provisions of Section 178 of
the Companies Act, 2013 and Listing Regulations.
The website link for the policy is -

https://velsfilminternational.com/nomination-

and-remuneration-policy-2/

24. DISCLOSURE REGARDING FRAUDS

There are no frauds reported during 2024-2025.

25. DETAILS OF VALUATION MADE WHILE TAKING
LOAN FROM BANK OR FINANCIAL INSTITUTION :

The requirement to disclose details of difference
between amount of the valuation done at the
time of onetime settlement and the valuation
done while taking loan from the banks or financial
institution along with the reasons thereof is not
applicable

26. DETAILS OF APPLICATION MADE OR PROCEEDING
PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE 2016

No application has been made under the
insolvency and bankruptcy code: hence the
requirement to disclose the details of application
made or any proceeding pending under the
insolvency and bankruptcy code 2016 (31 of 2016)
during the year along with their status as at the
end of the financial year is not applicable

27. LOAN FROM DIRECTORS AND RELATIVES:

The Company has outstanding loan as on 31^stMarch 2025 from the directors as follows;

Name of Director	Diector Relative	Amount Outstanding (Rs. In 000)
Ishari Ganesh	Managing
Kadhirvelan	Director	1,62,16,600
Vels Film International	Proprietor
(Proprietor)	concern of
	Director	8,80,660

28. AUDITORS
Statutory Auditor:

The tenure of M/s. S R B R & Associates LLP , CharÂ¬
tered Accountants, Chennai (Firm Registration
No.004997S/S200051), statutory auditor of the ComÂ¬
pany shall be completed in the ensuing Annua
General meeting. Pursuant to Section 139 of the
Companies Act, 2013, an audit firm as auditor shal
be appointed for two terms of five consecutive
years. Accordingly, M/s. S R B R & Associates LLP ,
Chartered Accountants, Chennai (Firm Registration
No.004997S/S200051) has completed the tenure of
five consecutive years and eligible for second term
The Baord recommends the reappointment of M/
s. S R B R & Associates LLP , Chartered Accountants
Chennai (Firm Registration No.004997S/S200051) as
Statutory Auditor of the Company in the ensuing
Annual General Meeting for a term of 4 years tc
hold office till the conclusion of AGM of the
Company to be held in the year 2029.

Pursuant to provisions of Section 143(12) of the
Companies Act, 2013, as amended from time to
time, the Statutory Auditors have not reported any
incident of fraud to the Audit Committee during
the year under review.

Secretarial Auditor:

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 and The Companies (AppointÂ¬
ment and Remuneration of Managerial PersonÂ¬
nel) Rules, 2014, the Company has appointed M/s
Chitra Lalitha & Assciates, Practicing Company SecÂ¬
retaries to undertake the Secretarial Audit for F.Y
2024-25. Otherwise, except as mentioned in the
secretarial audit report, does not contain any qualiÂ¬
fications, reservations or adverse remarks or disÂ¬
claimer. The Management has taken on record the
remarks and it will duly comply it. The Board wil
adhere to all other rules and regulations has
stipulated. The said report is attached to this re-

nnrt Annoyi ire-1\/

Internal Auditor:

Pursuant to the provisions of Section 138 of the
Companies Act, 2013 and the Companies (Accounts)
Rules, 2014, the Board based on the
Recommendation of Audit Committee, appointed
M/s. Rajesh Samdaria & Associates, Chartered
Accountants, Chennai as Internal Auditor of the
Company for conducting internal audit of the
Company for F.Y 2024-25.

29. DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI
(LISTING OBLIGATION AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2015

Your Company does not have any unclaimed shares
issued in physical form pursuant to public issue/
Right issue.

30. SUBSIDIARY AND ASSOCIATE COMPANY

â¢ Subsidiary Company

During the current year, the Company has
disinvested the stake in the M/s. Vels Studios and
Entertainment Private Limited, and nonÂ¬
participation in the rights issue offered by M/s
Vels Studios and Entertainment Private Limited.
M/s. Vels Studios and Entertainment Private
Limited has been ceased to be the subsidiary on
24.3.2025. Therefore till the date of ceasing to be
the subsidiary the consolidated financial
statements have been submitted.

â¢ Associate Company - Nil

â¢ Joint Venture - Nil

A Statement containing silent features of Financial
Statements of Company subsidiary is given in the
prescribed Form AOC 1 as Annexure V.

31. MATERIAL ORDERS OF REGULATORS

No such orders/event took place during the period
under review.

32. DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM

The Company believes in the conduct of the
affairs of its constituents in a fair and transparent
manner by adopting highest standards of
professionalism, honesty, integrity and ethical
behaviour. The Company has implemented a vigil
mechanism to provide a framework for the
Company''s employees and Directors to promote
responsible and secure whistle blowing. It
protects employees who raise a concern about
serious irregularities within the Company.

33. DETAILS OF REMUNERATION OF EMPLOYEES
None of the Employees come under the Rule 5(2)
of the companies (Appointment and
remuneration of Managerial personnel) Rules
2014.

The Statement containing such particulars of
employees as required in terms of provision of
Section 197(12) of the Act read with Rules 5(2)
and 5(3) of the Companies of Section 197(12) of
the Act read with rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of
the Annual Report. Pursuant to the provision of
the Section 136(1) of the Companies Act, 2013, the
reports and accounts, as set out therein, are being
sent to all the members of the Company, excluding
the aforesaid information and the same is open
for inspection at the registered office of the
Company during working hours upto the date of
the Annual General Meeting and if any members
are interested in obtaining such information, may
write to the Director at the Registered Office of
the Company in this regard.

34. DEPOSITS

During the period under review, the Company had
not accepted any fixed deposits with the meaning
of Section 73 to 76 of the Companies Act, 2013.

35. LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans given, investments made
and guarantees provided by the Company under
Section 186 of the Companies Act, 2013, have been
disclosed in the financial statements provided in
this Integrated Annual Report.

36. MATERIAL CHANGES AND COMMITMENTS
BETWEEN THE DATE OF THE BALANCE SHEET AND
THE DATE OF REPORT

There have no material changes and commitments
affecting the financial position of the Company
which have occurred between the date of the
Balance Sheet and the date of this Report.

There are no any significant and material orders
passed by the Regulators/ Courts which would
impact the going concern status of the Company
and its future operations.

37. ENERGY CONSERVATION, TECHNOLOGY,
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:

The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo
are as follows:

(a) Conservation of Energy:

still the Company is making best possible efforts for
conservation of energy, which assures that the
computers and all other equipment''s purchased by
the Company strictly adhere to environmental
standards, and they make optimum utilization of
energy.

(b) Absorption of Technology:

In this era of competition, in order to maintain
and increase the clients and customers, we need
to provide best quality services to our clients and
customers at minimum cost, which is not possible
without innovation, and adapting to the latest
technology available in the market for providing
the services.

Foreign Exchange Earnings is Nil during the FY
2024-2025 and 60.00 Lakhs in FY 2023-2024 and
Foreign Exchange Outgo Rs.129.16 Lakhs in F.Y 2024Â¬
2025 and Rs. 62.34 Lakhs during the F.Y 2023-24.

(d) Research &Development:

The Company believes that in order to improve
the quality and standards of services, the
Company should have a progressive Research and
Development Process, which should keep on
increasing along with the scale of operations of
the Company.

38. STATEMENT PURSUANT TO SECTION 197(2) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5 OF
THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL)
RULES, 2014:

Disclosures pertaining to remuneration and other
details as required under Section 197(12) of the
Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is provided in this Report
as Annexure-V which forms a part of this Report.

39. DETAILS OF SICKNESS OF THE COMPANY
Not Applicable to the company

40. FAILURE TO COMPLETE BUY BACK
Not Applicable to the company

41. COST AUDITOR AND COST AUDIT REPORT

Your company does not come under the ambit of
section 148 of the Companies Act, 2013. Hence
appointment of cost auditor and cost audit report
does not apply to the company.

42. EXPLANATIONS IN RESPONSE TO AUDITORS''
QUALIFICATIONS

The Auditors'' Report on the Balance Sheet and
Profit and Loss Account for the Year ending 31st
March 2025 is self-explanatory and contains no

qualification, reservations, adverse remarks and
disclaimer.

43. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Board members are provided with necessary
documents/brochures, reports and internal
policies to enable them to familiarize with the
Company''s procedures and practices, the website
link is available at - www.velsfilm international.
com.

44. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate
system of internal financial controls with respect
to the Financial Statement and commensurate
with its size and nature of business which helps
in ensuring the orderly and efficient conduct of
business. No reportable material weakness in
the operation was observed.

45. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated and published a
Whistle Blower Policy to provide Vigil Mechanism
for employees including directors of the Company
to report genuine concerns. The provisions of this
policy are in line with the provisions of the Section
177(9) of the Act and as per SEBI (Listing Obligation
and Disclosure Requirements) Regulations, 2015.

46. OBLIGATION OF YOUR COMPANY UNDER SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013

The Company has zero tolerance for sexual
harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal
of sexual harassment at workplace in line with
the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder.
The below table provides details of complaints
received/disposed during financial year 2024-25:
Number of complaints at the beginning of the
financial year: Nil

No. of complaints filed during the financial year:
Nil

No. of complaints disposed during the financial
year: Nil

No. of complaints pending at the end of the
financial year: Nil

47. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of subÂ¬
section (3) of Section 134 of the Companies Act,
2013, your Directors confirm that:

i. in the preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation
relating to material departures.

ii. 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 and
loss of the Company for that period;

iii. They have taken proper and sufficient care for
the maintenance of adequate accounting
records in accordance with the provisions of
Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a
going concern basis;

v. They have laid down internal financial
controls to be followed by the Company and
that such internal financial controls are
adequate and were operating effectively ; and

vi. They have devised proper systems to ensure
compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

48. LISTING OF SHARES

The equity shares of the Company are listed on
the National Stock Exchange of India Ltd. (NSE).
The listing fee for the year 2025-26 has already
been paid to the credit of the Stock Exchange.

49. COMPLIANCE OF SECRETARIAL STANDARDS
1 AND 2

Your Directors confirms that pursuant to Section
118(10) of the Companies Act, 2013, applicable
Secretarial Standards, i.e. SS-1 and SS- 2,
pertaining to Meeting of Board of Directors and
General Meetings, respectively specified by the
Institute of Company Secretaries of India (ICSI)
have been duly complied by the Company. The
Directors have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards and that such systems are
adequate and operating effectively.

50. CFO CERTIFICATION

the financial results before the Board in terms of
Regulation 33(2) of the Listing Regulations. The
Annual Certificate given by the Chief Financial
Officer is attached in Annexure-VI.

51. ACKNOWLEDGEMENT

cooperation. We place on record our appreciation
of the contribution made by our employees at all
levels. Our consistent growth was made possible
by their hard work, solidarity, cooperation and
support.

For and Behalf of

Pl^{ace : Chennai} The Board of Directors of
^{Date : 12}.⁵.²⁰²⁵ _Ve|_s pj|_m international Limited

-sd- -sd-

Dr. Ishari K Ganesh Dr. Arthi

Managing Director Director

(Pin: 00269445) (Din:00568101)

Mar 31, 2024

Your Directors are pleased to present the 5^thAnnual Report of your company together with Audited Financial statements for the year ended March 31, 2024.

1. FINANCIAL PERFORMANCE AND HIGHLIGHTS

Your Company''s performance during the year ended March 31, 2024 as compared to the previous financial year, is summarized as below-STANDALONE:

(Rs. In ''000)

Particulars	Year ended	Year ended
	31^st March,	31^st March,
	2024	2023
Turnover	1,07,530.24	54,43,66.21
Other Income	34,325.14	32,512.63
Total Income (Gross)	1,41,855.38	5,76,878.84
Total Expenditure	3,12,199.60	4,88,572.17
Profit / (Loss)before Tax	(1,70,344.23)	88,306.67
Less: Tax expenses:
1. Current Tax	-	22,500
2. Deferred tax	35,823.83	(39.73)
Profit/ (Loss) after tax	(1,34,520.40)	65,846.40

CONSOLIDATED:

(Rs. In ''000)

Particulars	Year ended 31^st March, 2024	Year ended 31^st March, 2023
Turnover	3,95,383.83	5,99,212.43
Other Income	21,655.90	12,737.67
Total Income (Gross)	3,97,549.73	6,11,950.10
Total Expenditure	7,44,299.77	5,84,248.87
Profit / (Loss)before Tax	(4,65,401.67)	27,701.23
Less: Tax expenses:
1. Current Tax	-	22,500
2. Deferred tax	35,823.83	(39733.78)
Minority''s share of interest	(65,306.67)	(9121.73)
Profit/ (Loss) after tax	(36,42,71.19)	14,362.69

2. DETAILS OF REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT

Your Company has not revised the financial statements or Boards Report during the year.

3. AMOUNT, WHICH THE BOARD PROPOSES TO CARRY ANY RESERIVES

During the year, the Company has transferred the net loss of Rs. 1345.20 lakhs to Reserves. The Total reserves & surplus for the year ended 31^st March 2024 stood at Rs. 3407.05 (In Lakhs)

4. DIVIDEND

During the year the Company has incurred a net loss of Rs. 1345.20 Lakhs and the Board of Directors of the Company have not recommended any dividend for the FY 2023-24.

5. PERFORMANCE REVIEW

The Company''s Revenue from operation for 202324 was Rs.1075.30 Lakhs as compared with Rs.5443.66 Lakhs during the previous year. The Company has resulted in a net loss after tax of Rs.1345.20 lakhs compared with a net profit after tax of Rs.658.46 Lakhs during the last year.

6. STATE OF AFFAIRS AND FUTURE OUTLOOK

a) State of the company''s affairs: During the year under review ended on 31^st March 2024, your Company has earned Standalone loss of Rs. 1,34,520.40/- (in Thousands) and Consolidated loss of Rs.3,64,271.18/- (in Thousands) against the Standalone profit of Rs. 65,846.40/- (in Thousands) and Consolidated Profit of Rs. 52,40.96 (in Thousands) for the corresponding period ended 31^st March 2023

b) The Earnings per share (basic) were at Rs. (10.42) stood as on 31^st March 2024 against Rs. 6.86 for the previous year. The company got listed in NSE and shares are traded at the SME platform of a nationwide Stock Exchange.

c) Change in the nature of business: No change in the Nature of Business.

d) Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the Financial Statements relates and the date of the Report: Nil

7. CAPITAL STRUCTURE

The share capital of the Company as on 31^st March 2024 is as mentioned below:

Particulars

No. of Shares

Amount (in Rs. )

Authorised

Capital

Equity Shares of Rs. 10 each

2,00,00,000

20,00,00,000

Issued, Subscribed and Paid-up Capital

Equity Shares of Rs. 10 each

1,29,08,000

12,90,80,000

Increase in Authorised Snare capital:

â¢ During the reporting period, the Authorised share capital of the Company has not been increased .

Further during the Company has not issued

â¢ Equity shares with Differential Rights

â¢ Sweat Equity Shares

â¢ Employee Stock options

â¢ Shares to Trustees for Benefit of Employees

â¢ Other securities which carries a right or option to convert into equity shares

8. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis (MDA) Report as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this Report as Annexure-I.

9. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGUATION 32(1) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015

During the year under review, the Company has come up with Initial Public offer of 34,08,000 Equity Shares for cash at a price of Rs. 99/- per Equity Shares (including a premium of Rs. 89/- per Equity Shares), aggregating to Rs.33.73 Crores. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that: There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated 27^th February 2023.

10. ANNUAL RETURN

The details forming part of Annual Return as required under Section 92 of the Companies Act, 2013 will be made available at the website of the Company at https://velsfilminternational. com/

11. NUMBER OF BOARD MEETINGS

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

The Directors of the Company met 10 Times during the financial year 2023-2024.

S. No	Date of Meeting	No of Director entitled to attend the Meeting	No of Director present atthe meeting
1.	25.5.2023	6	6
2.	07.6.2023	6	6
3.	05.7.2023	6	6
4.	20.7.2023	6	6
5.	31.7.2023	6	5
6.	31.8.2023	6	6
7.	14.11.2023	6	5
8.	04.1.2024	6	6
9.	19.01.2024	6	6
10.	08.3.2024	5	5

12. CREDIT RATING

No Credit Rating was required to be obtained by the company.

13. COMPOSITION OF AUDIT COMMITTEE

statutory auditor and notes the processes and safeguards employed by each of them. Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

14. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and nonmonetary outlay. During the year there are 02 (Two) meeting of Nomination & Remuneration committee was held i.e. on 20.07.2023, 02.03.2024

15. DISCLOSURES PERTAINING TO CORPORATE SOCIAL RESPONSIBILITY

The Company has actively supported various initiatives in the areas of Health and Education during the Year. Details about the CSR policy and initiatives taken by the Company during the Financial Year 2023-24 is annexed to this report (Annexure III).

16. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year 01 (One) meeting of a Stakeholders Relationship Committee was held, i.e. on 02.03.2024. Following are the details and attendance of Directors during the Board Meetings as well as its Committee:

Si Board of No Directors	B.M	Audit Commit tee	NRC	Stake holders mittee	CSR Commi ttee
No of Meetings	10	4	2	1	1
1 Ishari Ganesh Kadhirvelan	10	4	NA	NA	NA
2 Arthi	10	NA	2	1	NA

3 Preethaa Ganesh	9	NA	NA	NA	NA
4 *Sankara
Mudaliar Jagadeesan	8	3	2	NA	1
5 Thummala Gangatharan Balaji	10	4	2	1	1
6 Sangeetha Santharam	9	NA	NA	1	1

*Resigned w.e.f 08^th March 2024

17. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the FY 2023-24 with related parties were on an arm''s length basis and in the ordinary course of business. Brief of Related Party Transaction''s pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are attached in Form AOC-2 as Annexure-III.

18. CORPORATE GOVERNANCE

Your company being responsible corporate citizen provides utmost importance to best Corporate Governance practices and always works in the best interest of its stakeholders. Your company has incorporated the appropriate standards for corporate governance. Pursuant to Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Company is not obligated to comply with provisions of certain regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

19. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Director of the Company.

20. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the Provisions of Section 152 & 203 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Following changes in composition of Board of Director as on the date of report.

S. Name of No the Director		Desig nation	Date of Appt	Date of Cessation
1.	Ishari Ganesh Kadhirvelan	Managing Director	25/10/2019
2.	Arthi	Director	25/10/2019	-
3.	Preethaa Ganesh	Director	25/10/2019	-
4.	Thummala Gangatharan Balaji	Independent Director	30/34/2022
5.	Sankara Mudaliar Jagadeesan	Independent Director	30/34/2022	08/3/24
6.	Sangeetha Santharam	Independent Director	30/04/2022	_-
7.	Sampath Kumar Sujatha	Company Secretary	30/04/2022
8	Srinivasan Rajagopal	Chief Financial Officer	20/7/2023
9	Vadasiruvelur Rajavelu Arasu	Chief Executive Officer	31/07/2024	21/36/24
10	Rangasamy Sivakumar	Independent Director (Addl. Dire)	08/06/24	-

However, the composition of the Board of Directors and Key Managerial Personnel remains same, with the exception of Mr. Sankara Mudaliar Jagadeesan, who has resigned from his role as Director with effect from 08^th March, 2024.

Mr. Rangasamy Sivakumar was appointed as an Additional Director (Nonexecutive and Independent) w.e.f 08^th June 2024 for a period of 5(five) years and who shall hold office till the date of the ensuing annual general meeting.

21. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they comply the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

22. BOARD EVALAUTION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Nomination and Remuneration Committee has carried out an Annual Performance Evaluation of the Board and of the Individual Directors has been made. During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of

the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgment and guidance and support provided to the Management.

The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

23. REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and Listing Regulations. The website link for the policy is -

https://velsfilminternational.com/nomination-

and-remuneration-policy-2/

24. DISCLOSURE REGARDING FRAUDS

There are no frauds reported during 2023-2024.

25. DETAILS OF VALUATION MADE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUTION :

The requirement to disclose details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institution along with the reasons thereof is not applicable

26. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

No application has been made under the insolvency and bankruptcy code: hence the requirement to disclose the details of application made or any proceeding pending under the insolvency and bankruptcy code 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable

27. LOAN FROM DIRECTORS AND RELATIVES :

The Company has outstanding loan as on 31^stMarch 2024 from the directors as follows;

Name of Director	Director Relative	Amount Outstanding (Rs.)
Ishari Ganesh	Managing
Kadhirvelan	Director	26,60,66,600
Vels Film International	Proprietor
(Proprietor)	concern of
	Director	4,83,28,474

28. AUDITORS Statutory Auditor:

The Company''s Statutory Auditor M/s. S R B R & Associates LLP , Chartered Accountants, Chennai (Firm Registration No.004997S/S200051) was appointed in the Annual General Meeting held on 31^st December 2020 for a term of 5 years to hold office till the conclusion of AGM of the Company to be held in the year 2025. Pursuant to provisions of Section 143(12) of the Companies Act, 2013, as amended from time to time, the Statutory Auditors have not reported any incident of fraud to the Audit Committee during the year under review. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. BP and Associates Practicing Company Secretaries to undertake the Secretarial Audit for F.Y 2023-24. Otherwise except as mentioned in the secretarial audit report, does not contain any qualifications, reservations, or adverse remarks or disclaimer. The Management has taken on record the remarks and it will duly comply it. The Board will adhere to all others Rules and Regulations has stipulated. The said report is attached to this report Annexure-IV. Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board based on the Recommendation of Audit Committee, appointed M/s. S B N & Co., Chartered Accountants, Chennai as Internal Auditor of the Company for conducting internal audit of the Company for F.Y 2023-24.

29. DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Your Company does not have any unclaimed shares issued in physical form pursuant to public issue/ Right issue.

30. SUBSIDIARY AND ASSOCIATE COMPANY

â¢ Subsidiary Company- Vels Studios and Entertainment Private Limited

â¢ Associate Company- Nil

â¢ A statement containing salient features of the financial statements of Company''s Subsidiary is given in the prescribed Form AOC-1 as an Annexure-V.

31. MATERIAL ORDERS OF REGULATORS

No such orders/event took place during the period under review.

32. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has implemented a vigil mechanism to provide a framework for the Company''s employees and Directors to promote responsible and secure whistle blowing. It protects employees who raise a concern about serious irregularities within the Company.

33. DETAILS OF REMUNERATION OF EMPLOYEES

None of the Employees come under the Rule 5(2) of the companies (Appointment and remuneration of Managerial personnel) Rules 2014.

The Statement containing such particulars of employees as required in terms of provision of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report. Pursuant to the provision of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out therein, are being sent to all the members of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours upto the date of the Annual General Meeting and if any members are interested in obtaining such information, may write to the Director at the Registered Office of the Company in this regard.

34. DEPOSITS

During the period under review, the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act, 2013.

35. LOANS, GUARANTEES OR INVESTMENTS During the Year under review the Company has not given any loan or provided any guarantee or security in favour of other parties and has also not made any investment of its fund with any other party under Section 186 of Companies Act, 2013. However, the Company has an outstanding balance of Loans and advances given towards its subsidiary Company M/s. Vels Studios and Entertainment Private Limited of Rs. 53,05,35,588/

36. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have no material changes and commitments affecting the financial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

There are no any significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

37. ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

We continue to strengthen our energy conservation efforts. We are always in lookout for energy efficient measures for operation, and value conservation of energy through usage of latest technologies for quality of services. Although the equipment''s used by the Company are not energy sensitive by their very nature, still the Company is making best possible efforts for conservation of energy, which assures that the computers and all other equipment''s purchased by the Company strictly adhere to environmental standards, and they make optimum utilization of energy.

(b) Absorption of Technology:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

Foreign Exchange Earnings 163.12 Lakhs and Foreign Exchange Outgo Nil during the F.Y 202324.

(d) Research &Development:

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

38. STATEMENT PURSUANT TO SECTION 197(2) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure-VI which forms a part of this Report.

39. DETAILS OF SICKNESS OF THE COMPANY Not Applicable to the company

40. FAILURE TO COMPLETE BUY BACK Not Applicable to the company

41. COST AUDITOR AND COST AUDIT REPORT

Your company does not come under the ambit of section 148 of the Companies Act, 2013. Hence appointment of cost auditor and cost audit report does not apply to the company.

42. EXPLANATIONS IN RESPONSE TO AUDITORS'' QUALIFICATIONS

The Auditors'' Report on the Balance Sheet and Profit and Loss Account for the Year ending 31st March 2024 is self-explanatory and contains no qualification, reservations, adverse remarks and disclaimer.

43. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices, the website link is available at - www.velsfilm international. com.

44. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial controls with respect to the Financial Statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

45. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section

177(9) of the Act and as per SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

46. OBLIGATION OF YOUR COMPANY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The below table provides details of complaints received/disposed during financial year 2022-23: Number of complaints at the beginning of the financial year: Nil

No. of complaints filed during the financial year: Nil

No. of complaints disposed during the financial year: Nil

No. of complaints pending at the end of the financial year: Nil

47. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. 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 and loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ; and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

48. COMPLIANCE OF SECRETARIAL STANDARDS 1 AND 2

Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

49. CFO CERTIFICATION

The Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17 (8) of the Listing Obligations. The Chief Financial Officer also give quarterly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations. The Annual Certificate given by the Chief Financial Officer is attached in Annexure-6.

50. ACKNOWLEDGEMENT

Your company wishes to place this on record with appreciation to all Employees, Investors, vendors and Bankers for their continued support during the year. We are grateful to the various authorities like Tax Departments of Central and State Departments, Tax authorities, Ministry of Corporate Affairs, NSDL, CDSL and the National Stock Exchange of India Limited for their continued cooperation. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and Behalf of The Board of Directors of Vels Film International Limited

-sd- -sd-

Dr. Ishari K Ganesh Dr. Arthi Ganesh

Managing Director Director

(Din: 00269445) (Din:00568101)

Place : Chennai Date : 31.08.2024

Mar 31, 2023

Your Directors are pleased to present the 4^thAnnual Report of your company together with Audited Financial statements for the year ended March 31, 2023.

1. FINANCIAL PERFORMANCE AND HIGHLIGHTS

Your Company''s performance during the year ended March 31, 2023 as compared to the previous financial year, is summarized as below-STANDALONE:

Particulars	Year ended	Year ended
	31^st March,	31^st March,
	2023	2022
Turnover	54,43,66.21	26,44,25.50
Other Income	32,512.63	9,157.56
Total Income (Gross)	5,76,878.84	2,73,583.06
Total Expenditure	4,88,572.17	2,10,433.59
Profit / (Loss)before Tax	88,306.67	63,149.46
Less: Tax expenses:
1. Current Tax	22,500	11,400
2. Deferred tax	(39.73)	4,801.66
Profit/ (Loss) after tax	65,846.40	46,947.80

CONSOLIDATED:

Particulars	Year ended 31^st March, 2023	Year ended 31^st March, 2022
Turnover	5,99,212.43	2,66,206.37
Other Income	12,737.67	5,585.74
Total Income (Gross)	6,11,950.10	2,71,792.11
Total Expenditure	5,84,248.87	2,23,063.02
Profit / (Loss)before Tax	27,701.23	48,729.09
Less: Tax expenses:
1. Current Tax	22,500	11,400
2. Deferred tax	39.73	4,801.66
Minority''s share of interest	-9,121.73	-1,295.38
Profit/ (Loss) after tax	14,362.69	33,822.81

2. DETAILS OF REVISION OF FINANCIAL STATEMENTS OR BOARD''S REPORT

Your Company has not revised the financial statements or Boards Report during the year.

3. AMOUNT, WHICH THE BOARD PROPOSES TO CARRY ANY RESERIVES

During the year, the Company does not propose to tranfer any amount to reserve. The Total reserves & surplus for the year ended 31^st March 2023 stood at Rs. 475.22 (In Lakhs).

4. DIVIDEND

The Board of Directors of the Company have not recommended any dividend for the FY 2022-23. Accordingly, the profits has been transferred to general reserves and the Company would like to retain its profit this year to strengthen its business.

5. PERFORMANCE REVIEW

The Company''s Revenue from operation for 202223 was Rs.5443.66 Lakhs as compared with Rs.2644.25 Lakhs during the previous year. The year has resulted in a net profit after tax of Rs.658.46 lakhs compared with Rs.469.47 Lakhs during the last year.

6. STATE OF AFFAIRS AND FUTURE OUTLOOK

a) State of the company''s affairs: During the year under review ended on 31^st March 2023, your Company has earned Standalone profit of Rs. 65,846.40/- (in Thousands) and Consolidate profit of Rs.5240.96 against the Standalone profit of Rs. 46,947.80/- (in Thousands) for the corresponding period ended 31^st March 2022 and Consolidate Profit of Rs. 32,527.43 (in thousands).

b) The Earnings per share (basic) were at Rs. 6.86 stood as on 31^st March 2023 against Rs. 4.94 for the previous year. The company is planning for an Initial Public Offering of Equity shares which are to be listed and traded at the SME platform of a nationwide Stock Exchange.

c) Change in the nature of business: No change in the Nature of Business.

d) Material changes and commitments, if any, affecting the financial position of the company which has occurred between the end of the financial year of the company to which the Financial Statements relates and the date of the Report: Nil

7. CAPITAL STRUCTURE

The share capital of the Company as on 31^st March 2023 is as mentioned below:

Particulars

No. of Shares

Amount (in Rs. )

Authorised

Capital

Equity Shares of Rs. 10 each

2,00,00,000

20,00,00,000

Issued, Subscribed and Paid-up Capital

Equity Shares of Rs. 10 each

1,29,08,000

12,90,80,000

Increase in Authorised Share capital:

â¢ During the reporting period, the Authorised share capital of the Company has not been increased .

Further during the Company has not issued

â¢ Equity shares with Differential Rights

â¢ Sweat Equity Shares

â¢ Employee Stock options

â¢ Shares to Trustees for Benefit of Employees

â¢ Other securities which carries a right or option to convert into equity shares

8. LISTING

The company went for Listing and raised money from public through Initial Public Offer process and after the completion of the listing process. The Company has successfully launched its SME-IPO (Initial Public Offering), The Public issue consisted of 34,08,000 Equity Shares for cash at a price of â99.00 per Equity Shares (including a premium of â 89/- per Equity Shares), aggregating to Rs.33.73 crores. The company received overwhelming response for said IPO issue got over subscribed and said shares got listed on NSE-Emerge platform on 22^nd March 2023. Subsequent to completion of IPO, The paid up share capital of the Company increased to Rs.12,90,80,000/-(Rupees Tweleve Crores ninety lakhs eighty thousand only)

9. MANAGEMENT DISCUSSION AND ANALYSIS

A detailed report on Management Discussion and Analysis (MDA) Report is included in this Report as Annexure-I

10. STATEMENT OF UTILIZATION OF FUNDS RAISED THROUGH IPO UNDER REGUATION 32(1) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURES REQUIREMENTS) REGULATIONS, 2015

During the year under review, the Company has come up with Initial Public offer of 34,08,000 Equity Shares for cash at a price of â 99.00 per Equity Shares (including a premium of â 89/- per Equity

Shares), aggregating to Rs.33.73 crores. Pursuant to Regulation 32(1)(a) and 32(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby states that: There was no deviation(s) or variation(s) in the utilization of public issue proceeds from the objects as stated in the prospectus dated 27^th February 2023.

11. ANNUAL RETURN

The details forming part of Annual Return as required under Section 92 of the Companies Act, 2013 will be made available at the website of the Company at https://velsfilminternational. com/

12. NUMBER OF BOARD MEETINGS

Dates for Board Meetings are well decided in advance and communicated to the Board and the intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement. The information as required under Regulation 17(7) read with Schedule II Part A of the LODR is made available to the Board. The agenda and explanatory notes are sent to the Board in advance. The Board periodically reviews compliance reports of all laws applicable to the Company.

The Directors of the Company met 12 Times during the financial year 2022-2023.

S. No	Date of Meeting	No of Director entitled to attend the Meeting	No of Director present at the meeting
1.	16.04.2022	3	3
2.	30.04.2022	3	3
3.	26.05.2022	6	5
4.	06.07.2022	6	6
5.	09.09.2022	6	6
6.	30.09.2022	6	5
7.	16.11.2022	6	6
8.	21.12.2022	6	5
9.	06.01.2023	6	5
10.	10.02.2023	6	6
11.	25.02.2023	6	6
12.	17.03.2023	6	5

13. CREDIT RATING

No Credit Rating was required to be obtained by the company.

14. COMPOSITION OF AUDIT COMMITTEE

Your Company has formed an Audit Committee as per the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. All members of the Audit Committee possess strong knowledge of accounting and financial management. During the year 04 (Four) meeting of an Audit committee was held during the year ended 31st March, 2023, i.e. on 05.07.2022, 09.09.2022, 21.12.2022 and 15.03.2023. The primary objective of the Audit Committee is to monitor and provide an effective supervision of the Management''s financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. The Committee oversees the work carried out in the financial reporting process by the Management, the statutory auditor and notes the processes and safeguards employed by each of them. Further, the Audit Committee is also functional as per the provision of Section 177 of Companies Act, 2013 and Rules made thereunder and as per Regulation 18 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

15. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE

Your Company has formed a Nomination & Remuneration Committee to lay down norms for determination of remuneration of the executive as well as non-executive directors and executives at all levels of the Company. The Nomination & Remuneration committee has been assigned to approve and settle the remuneration package with optimum blending of monetary and nonmonetary outlay. During the year 01 (One) meeting of Nomination & Remuneration committee was held during the year ended 31st March, 2023, i.e. on 10.02.2023.

16. DISCLOSURES PERTAINING TO CORPORATE SOCIAL RESPONSIBILITY

The Company has actively supported various initiatives in the areas of Health and Education during the Year. Details about the CSR policy and initiatives taken by the Company during the year 2022-23 is annexed to this report (Annexure II).

17. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE

The terms of reference are in line with Section 178 of the Companies Act, 2013 and Regulation 20

of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the year 01 (One) meeting of a Stakeholders Relationship Committee was held during the year ended 31st March, 2023, i.e. on 20.03.2023.

Following are the details and attendance of Directors during the Board Meetings as well as its Committee:

S Board of No Directors	B.M	Audit Commit tee	INC (	Stake holders ommittee	CSR Commi ttee
No of Meetings	12	4	1	1	1
1 Ishari Ganesh Kadhirvelan	12	4	1	1	1
2 Arthi	12	NA	1	1	NA
3 Preethaa Ganesh	12	NA	NA	NA	NA
4 Sankara Mudaliar Jagadeesan	10	4	1	NA	1
5 Thummala Gangatharan Balaji	7	4	1	1	1
6 Sangeetha Santharam	8	NA	NA	1	1

18. RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the FY 2022-23 with related parties were on an arm''s length basis and in the ordinary course of business. Brief of Related Party Transaction''s pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are attached in Form AOC-2 as Annexure-III.

19. CORPORATE GOVERNANCE

20. RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various

risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the Meetings of the Audit Committee and the Board of Director of the Company.

21. DIRECTORS AND KEY MANAGERIAL PERSONNEL

S. Name of No the Director	Desig nation	Date of Appt	Date of Cessation
1 Ishari Ganesh Kadhirvelan	Managing Director	25/10/2019	_-
2. Arthi Ganesh	Director	25/10/2019	-
3. Preethaa Ganesh	Director	25/10/2019	-
4. Thummala Gangatharan Balaji	Director	30/34/2022
5. Sankara Mudaliar Jagadeesan	Director	30/34/2022
6. Sangeetha Santharam	Director	30/04/2022
7. Sampath Kumar Sujatha	Company Secretary	30/04/2022
8 Srinivasan Rajagopal	Chief Financial Officer	20/07/2023
9 Vadasiruvelur Rajavelu Arasu	Chief Executive Officer	31/07/2023
10 Ganesan Thiyagarajan	Chief Financial Officer	30/04/2022	05/37/2023

Dr. Ishari Ganesh Kadhirvelan as been re designated has Manging Director w.e.f. 30th April 2022.

22. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they comply the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and as per SEBI (LODR) Regulations, 2015.

23. BOARD EVALAUTION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure

Requirements) Regulations, 2015 the Nomination and Remuneration Committee has carried out an Annual Performance Evaluation of the Board and of the Individual Directors has been made. During the year, the Evaluation cycle was completed by the Company internally which included the evaluation of the Board as a whole, Board Committees and Directors. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as contribution, independent judgment and guidance and support provided to the Management.

The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors.

24. REMUNERATION POLICY

The Board of Directors on the recommendation of the Nomination & Remuneration Committee has framed a Policy for Directors, Key Managerial Personnel and other Senior Managerial Personnel of the Company, in accordance with the requirements of the provisions of Section 178 of the Companies Act, 2013 and Listing Regulations. The website link for the policy is -https://velsfilminternational.com/nomination-and-remuneration-policy-2/

25. DISCLOSURE REGARDING FRAUDS

There are no frauds reported during 2022-2023.

26. DETAILS OF VALUATION MADE WHILE TAKING LOAN FROM BANK OR FINANCIAL INSTITUTION :

The requirement to disclose details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the banks or financial institution along with the reasons thereof is not applicable

27. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

No application has been made under the insolvency and bankruptcy code: hence the requirement to disclose the details of application m a de o r any pro ceeding pending u n der the insolvency and bankruptcy code 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable

28. LOAN FROM DIRECTORS AND RELATIVES:

The Company has outstanding loan as on 31^sMarch 2023 from the directors as follows;

Name of Director	Diector Relative	Amount Outstanding (Rs. In 000)
Ishari Ganesh	Managing
Kadhirvelan	Director	3,10,916.60
Vels Film International	Proprietor
(Proprietor)	concern of
	Director	45,978.28

29. AUDITORS Statutory Auditor:

Internal Auditor:

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the Board based on the Recommendation of Audit Committee, appointed M/s. S B N & Co., Chartered Accountants, Chennai as Internal Auditor of the Company for conducting internal audit of the Company for F.Y 2022-23.

30. DISCLOSURE UNDER SCHEDULE V (F) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

Your Company does not have any unclaimed shares issued in physical form pursuant to public issue/ Right issue.

31. SUBSIDIARY AND ASSOCIATE COMPANY

Subsidiary Company- Vels Studios and Entertainment Private Limited (Percentage of Holding-77.20%)

Associate Company- Nil

A statement containing salient features of the financial statements of Company''s Subsidiary is given in the prescribed Form AOC-1 as an Annexure-V

32. MATERIAL ORDERS OF REGULATORS

No such orders/event took place during the period under review.

33. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. The Company has implemented a vigil mechanism to provide a framework for the Company''s employees and Directors to promote responsible and secure whistle blowing. It protects employees who raise a concern about serious irregularities within the Company.

34. DETAILS OF REMUNERATION OF EMPLOYEES None of the Employees come under the Rule 5(2) of the companies (Appointment and remuneration of Managerial personnel) Rules 2014.

The Statement containing such particulars of employees as required in terms of provision of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Annual Report. Pursuant to the provision of the Section 136(1) of the Companies Act, 2013, the reports and accounts, as set out therein, are being sent to all the members of the Company, excluding the aforesaid information and the same is open for inspection at the registered office of the Company during working hours upto the date of the Annual General Meeting and if any members are interested in obtaining such information, may write to the Director at the Registered Office of the Company in this regard.

35. DEPOSITS

During the period under review, the Company had not accepted any fixed deposits with the meaning of Section 73 to 76 of the Companies Act, 2013.

37. LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any loan or provided any guarantee or security in favour of other parties and has also not made any investment of its fund with any other party during the year under Section 186 of Companies Act, 2013.

36. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE DATE OF THE BALANCE SHEET AND THE DATE OF REPORT

There have no material changes and commitments affecting the financial position of the Company which have occurred between the date of the Balance Sheet and the date of this Report.

There are no any significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

37. ENERGY CONSERVATION, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

(a) Conservation of Energy:

(b) Absorption of Technology:

In this era of competition, in order to maintain and increase the clients and customers, we need to provide best quality services to our clients and customers at minimum cost, which is not possible without innovation, and adapting to the latest technology available in the market for providing the services.

Foreign Exchange Earnings 163.12 Lakhs and Foreign Exchange Outgo Nil during the F.Y 202223.

(d) Research &Development:

The Company believes that in order to improve the quality and standards of services, the Company should have a progressive Research and Development Process, which should keep on increasing along with the scale of operations of the Company.

38. STATEMENT PURSUANT TO SECTION 197(2) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure-VI which forms a part of this Report.

39. DETAILS OF SICKNESS OF THE COMPANY Not Applicable to the company

40. FAILURE TO COMPLETE BUY BACK Not Applicable to the company

41. COST AUDITOR AND COST AUDIT REPORT Your company does not come under the ambit of section 148 of the Companies Act, 2013. Hence appointment of cost auditor and cost audit report does not apply to the company.

42. EXPLANATIONS IN RESPONSE TO AUDITORS'' QUALIFICATIONS

The Auditors'' Report on the Balance Sheet and Profit and Loss Account for the Year ending 31st March 2023 is self-explanatory and contains no qualification, reservations, adverse remarks and disclaimer.

43. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with the Company''s procedures and practices, the website link is available at - www.velsfilm international. com.

44. INTERNAL FINANCIAL CONTROLS

The Company has put in place an adequate system of internal financial controls with respect to the Financial Statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed.

45. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of

this policy are in line with the provisions of the Section 177(9) of the Act and as per SEBI (Listing

Obligation and Disclosure Requirements) Regulations, 2015.

46. OBLIGATION OF YOUR COMPANY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The below table provides details of complaints received/disposed during financial year 2022-23: Number of complaints at the beginning of the financial year: Nil

No. of complaints filed during the financial year: Nil

No. of complaints disposed during the financial year: Nil

No. of complaints pending at the end of the financial year: Nil

47. DIRECTOR''S RESPONSIBILITY STATEMENT:

Pursuant to the requirement clause (c) of subsection (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. 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 and loss of the Company for that period;

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively ; and

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

48. COMPLIANCE OF SECRETARIAL STANDARDS 1 AND 2

Your Directors confirms that pursuant to Section 118(10) of the Companies Act, 2013, applicable Secretarial Standards, i.e. SS-1 and SS- 2, pertaining to Meeting of Board of Directors and General Meetings, respectively specified by the Institute of Company Secretaries of India (ICSI) have been duly complied by the Company. The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

49. CEO AND CFO CERTIFICATION

50. ACKNOWLEDGEMENT

For and Behalf of The Board of Directors of Vels Film International Limited

-sd- -sd-

Dr. Ishari K Ganesh Dr. Arthi Ganesh

Managing Director Director

(Din: 00269445) (Din:00568101)

Place : Chennai Date : 31.08.2023

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