The Directors present their 39th Annual Report on the business and operations of the
Company and the financial accounts for the year ended on 31st March, 2025. 

FINANCIAL RESULTS

(Rs. In lakhs)


  

    
Particulars
    
For the year ended on 31/03/2025
    
Previous year ended on 31/03/2024
  
  

    
Gross Income
    
332.79
    
330.13
  
  

    
Profit (before interest, depreciation & taxation)
    
77.16
    
62.06
  
  

    
Depreciation
    
0.34
    
0.13
  
  

    
Profit before tax
    
76.82
    
61.93
  
  

    
Provision for taxation for current year
    
18.85
    
16.50
  
  

    
Deferred Tax
    
(0.55)
    
(0.57)
  
  

    
Income tax of earlier years
    
(1.54)
    
(0.72)
  
  

    
Profit after adjustments
    
55.82
    
46.72
  
  

    
Profit/(Loss) carried to Balance Sheet
    
55.82
    
46.72
  
  

    
APPROPRIATIONS / TRANSFERS
    

    

  
  

    
Profit/(loss) carried to Balance Sheet
    
55.82
    
46.72
  


Dividend

Your Directors do not recommend any dividend on equity shares in view of working
capital requirement. 

Transfer to General Reserve

No amount has transferred from the current year's profit to General Reserves, as no
dividend has recommended by the Board of Directors on the equity shares of the Company. 

Performance review

During the year under review, the Company earned gross income of Rs. 332.72 lakhs
compared to Rs. 330.13 lakhs in the previous year with an marginal increase of 0.73% in
revenue. Correspondingly, the net profit after tax, adjustments and Other comprehensive
income/ expenses also increased to Rs. 55.82 lakhs against Rs. 46.72 lakhs in previous
year with an increase of 19.48%. 

Nature of business of the Company

The Company is mainly engaged in Merchant Banking activities focusing on ESOP
valuation, Company valuation and certification of AIF Placement Memorandum etc. There were
no changes in nature of Company's business during the year. 

Material changes and commitments, if any, affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of the report

There were no material changes occurred subsequent to the close of the financial year
of the Company to which the balance sheet relates and the date of the report like
settlement of tax liabilities, depression in market value of investments, institution of
cases by or against the company, or destruction of any assets etc. During the year the
Company had sold the investments in Preference Shares and placed the proceeds in Inter
Corporate Deposit. 

Internal control systems and their adequacy

The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. To maintain its objectivity and independence, the Internal
Audit function reports to the Chairman of the Audit Committee of the Board and to the
Chairman. 

The management of the Company evaluates the efficiency and adequacy of internal control
system in the Company, its compliance with operating systems, accounting procedures and
policies of the Company. Based on the assessment, the management undertakes corrective
action in their respective areas and thereby strengthen the controls. Significant audit
observations and recommendations with corrective actions thereon are presented to the
Audit Committee of the Board. 

Subsidiaries/ Joint Ventures

The Company does not have Subsidiary or Joint Ventures. 

Fixed deposit

The Company has not accepted deposits from Public and there were no outstanding
deposits payable by the Company. 

Particulars of Loans, Guarantees or Investments:

During the financial year ended on 31st March 2025, the loans and advances
under section 186 of the Companies Act, 2013 were made with the prior approval of Audit
Committee and the Shareholders. The details of the same is given in the Note No. 27 of the
Financial Statements. 

Related Party Transactions

During the financial year ended 31st March 2025, all transactions with the Related
Parties as defined under the Companies Act, 2013 read with Rules framed thereunder were in
the ordinary course of business and at arm's length basis. Your Company does not have a
‘Material Subsidiary' as defined under Regulation 16(1)(c) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 [‘Listing Regulations'].
All Related Party Transactions of your Company had prior approval of the Audit Committee
and the Board of Directors, as required under the Listing Regulations. There has been no
materially significant Related Party Transactions having potential conflict with the
interest of the Company during the year under review. All Related Party Transactions
entered by your Company were in the ordinary course of business and also on an arm's
length basis, therefore details required to be provided in the prescribed Form AOC - 2 is
not applicable to the Company. Necessary disclosures required under the Ind AS 24 have
been made in Notes to the Financial Statements for the year ended on 31st March
2025. 

Auditors & auditor's report

The Members of the Company at the 37th Annual General Meeting held on 22nd September
2023, have approved the appointment of M/s. N.S. Shetty & Co., Chartered Accountants
as Statutory Auditors of the Company for a period of five (5) years to hold office from
the conclusion of the 37th Annual General Meeting till the conclusion of 42nd AGM of the
Company to be held in the year 2028. The Report given by the Auditors on the financial
statements of the Company forms part of this Annual Report. There has been no
qualification, reservation, adverse remark, or disclaimer given by the Auditors in their
Report. The Notes on Financial Statements referred to in the Auditor's Report are
self-explanatory and do not call for any further comments

Reporting of Fraud by Auditors:

There have been no instances of fraud reported by the Auditors u/s 143 (12) of the
Companies Act, 2013 and rules framed thereunder either to the Company or to the Central
Government.. 

Conservation of energy, technology absorbtion etc. 

The particulars of conservation of Energy, Technology, Absorption, foreign Exchange
Earnings and outgo have not been given since the same are not applicable to the Company. 

Corporate Social Responsibility Initiatives

The Company does not come under the parameters specified under Section 135 of the
Companies Act, 2013, hence no Committee has constituted Committee for Corporate Social
Responsibility Initiatives. 

Board of Directors, Board and Audit Committee Meetings:

Your Company's Board is duly constituted and is in compliance with the requirements of
the Companies Act, 2013, the Listing Regulations and provisions of the Articles of
Association of the Company. During the financial year ended on 31/3/2025, four board
meetings were held on 21/05/2024, 25/07/2024, 18/10/2024 & 21/01/2025.

Mrs. Rachana S. Vijayakar and Mr. Jitendra R. Shroff, Directors of the Company shall
retire by rotation at the forthcoming Annual General Meeting and offer themselves for
re-appointment. Brief profile along with necessary disclosures of retiring Directors and
newly appointed Director has been annexed to the Notice convening the ensuing AGM and
forms an integral part of this Annual Report. Your Board recommends re-appointment of Mrs.
Rachana S Vijayakar and Mr. Jitendra R. Shroff.. 

Declaration by Independent Directors 

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed in Section 149(6) of
the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and there is no
change in their status of independence. 

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and provisions of Regulations of
the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the Board has
carried out an evaluation of its own performance, the directors individually as well as
the evaluation of the working of its Audit, Appointment & Remuneration and
Stakeholder's Grievance Committees. The manner in which the evaluation has been carried
out has been explained in the Corporate Governance Report. 

Nomination and Remuneration Committee

The Board has on the recommendation of the Appointment and Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report. 

Vigil Mechanism / Whistle Blower Policy

The Company has established a vigil mechanism to be known as the “Whistle Blower
Policy” for its Directors and employees to report instances of unethical behavior,
actual or suspected fraud or violation of the Company's Code of Conduct. The aim of the
policy is to provide adequate safeguards against victimization of whistle blower who
avails of the mechanism and also provide direct access to the Chairman of the Audit
Committee, in appropriate or exceptional cases. The purpose of this policy is to provide a
framework to promote responsible and secure whistle blowing. It protects employees willing
to raise a concern about serious irregularities within the Company. 

Prevention of Insider Trading

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Company's shares by the
Directors and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed. All the members of the Board and designated employees have confirmed compliance
with the Code. 

Policy on prevention of sexual harassment of women at workplace

The Company has adopted a Policy under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Your
Company is committed to provide a safe and secure environment to its women employees
across its functions and other women stakeholders, as they are considered as integral and
important part of the Organization. An Internal Complaints Committee (ICC) with requisite
number of representatives has been set up to redress complaints relating to sexual
harassment, if any, received from women employees and other women associates. All
employees (permanent, contractual, temporary, trainees) are covered under this policy,
which also extends to cover all women stakeholders of the Company. During the financial
year ended March 31, 2025, the Complaints received are as under: Number of complaints
received and disposed off: Nil

Maternity Benefits:

Your Company is committed to upholding the rights and welfare of its women employees.
During the year under review, the Company continued to comply with the provisions of the
Maternity Benefit Act, 1961, as amended from time to time. The Company provides maternity
benefits to eligible female employees, including paid maternity leave, nursing breaks, and
other necessary facilities, in accordance with the law. The Company also supports a
conducive and inclusive workplace environment to ensure the health, safety, and dignity of
women employees during and after maternity. During the year under review, there were no
female employees in the payroll of the Company. 

Secretarial Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed Amosh Archapelli and Associates, Company Secretaries in practice to undertake
the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as
Annexure-A, which is self-explanatory. 

Compliance with Secretarial Standards

The Board of Directors affirm that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Companies Secretaries of India (SS1 and
SS2) respectively relating to Meetings of the Board, its Committees and the General
Meetings. 

Annual Return

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the
last Annual Return of the Company as at March 31, 2024 is uploaded on the website of the
Company and can be accessed at http://www.vbdesai.com 

Risk Management Policy

Pursuant to Section 134(3) (n) of the Companies Act, 2013 and under the SEBI Listing
Regulations, the Company has constituted a business risk management committee. The details
of the Committee and its terms of reference are set out in the corporate governance report
forming part of the Board report. At present the Company has not identified any element of
risk which may threaten the existence of the Company. 

Corporate Governance

The Company is exempted to give report on Corporate Governance under Regulation 15(2)
of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 and details of
para C, D and E of Schedule V. The Company voluntarily given the Report on Corporate
Governance and Management Discussion and Analysis Report forms part of this Report. 

Business Responsibility Report:

Pursuant to Regulation 34 of the Listing Regulations, 2015, Business Responsibility
Report is not applicable to our Company. 

Equity Shares in the Suspense Account:

During the year under review, and in accordance with the requirement of Regulation
34(3) and Part F of Schedule V to the Listing Regulations, there were no shares
transferred to suspense account. 

Foreign Exchange Earnings and Outgo

During the year ended March 31, 2025 the Company has earned Rs. 39.95 lakhs and spent
Rs. Nil in foreign currency. 

Director's responsibility statement

The Board of Directors of your Company confirms that: a) in the preparation of the
annual accounts, the applicable Accounting Standards have been followed along with proper
explanation relating to material departures; b) the Directors had 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; c) the directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the company and for preventing and detecting fraud and other irregularities.
d) the Directors have prepared the Annual Accounts on a going concern basis; and e) the
Directors, have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively. f) the
Directors have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operative effectively. 

Particulars of employees

The Company did not have any employee falling within the purview of Section 197 of the
Companies Act, 2013 and Rule 5(2) & 5 (3) of Companies (Appointment and Remuneration
of Managerial Persons Rule 2014. The percentage increase in remuneration of each Key
Managerial Person (KMP) during the financial year 2024-25 and ratio of the remuneration of
each KMP to the median remuneration of the employees of the Company for the financial year
2024-25 are given in Annexure B. 

Management Discussion and Analysis:

In terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (“the Listing Regulations”), the
Management's discussion and analysis is set out as Annexure I forming part of this Annual
Report. 

ACKNOWLEDGEMENT

The Directors wish to place on record their sincere appreciation for the continued
co-operation by the Clients and the Shareholders of the Company. 


  

    

    
On behalf of the Board of Directors
  
  

    

    
Nilesh R. Doshi
  
  

    

    
Chairman
  
  

    
PLACE: MUMBAI
    

  
  

    
DATE : July 21, 2025