Your Directors are pleased to present the 6^th
Annual 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:

CONSOLIDATED

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 2024¬
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:

Increase in Authorised Share capital:

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

Further during the Company has not issued

• Equity shares with Differential Rights

• Sweat Equity Shares

• Employee Stock options

• Shares to Trustees for Benefit of
Employees

• 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.

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'

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

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 ensu¬
ing Annual General Meeting, and being eligible,
offer herself for re- appointment.

Appointment after the financial year:

• 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.

• 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.

• 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^st
March 2025 from the directors as follows;

28. AUDITORS
Statutory Auditor:

The tenure of M/s. S R B R & Associates LLP , Char¬
tered Accountants, Chennai (Firm Registration
No.004997S/S200051), statutory auditor of the Com¬
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 (Appoint¬
ment and Remuneration of Managerial Person¬
nel) Rules, 2014, the Company has appointed M/s
Chitra Lalitha & Assciates, Practicing Company Sec¬
retaries to undertake the Secretarial Audit for F.Y
2024-25. Otherwise, except as mentioned in the
secretarial audit report, does not contain any quali¬
fications, reservations or adverse remarks or dis¬
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

• Subsidiary Company

During the current year, the Company has
disinvested the stake in the M/s. Vels Studios and
Entertainment Private Limited, and non¬
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.

• Associate Company - Nil

• 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:

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.

(c) Foreign Exchange Earnings and Outgo:

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 2024¬
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 sub¬
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 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-VI.

51. 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

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)