Your Directors have pleasure in presenting the 40th Annual Report on the Business and Operations of
your Company with Audited Accounts for the financial year ended on 31st March 2025. The Financial
Results of the Company are summarized below:
FINANCIAL RESULTS:
|
PARTICULARS
|
Standalone
for the year
ended 31st
March, 2025
(Rs. In
Lakhs)
|
Standalone for
the year ended
31st March,
2024
(Rs. In Lakhs)
|
Consolidated
for the year
ended 31st
March, 2025
(Rs. In Lakhs)
|
Consolidated
for the year
ended 31st
March, 2024
|
|
Revenue from Operations
|
1,427.98
|
500.76
|
1,696.21
|
716.80
|
|
Other Income
|
418.32
|
62.57
|
418.92
|
64.30
|
|
Total Income
|
1,846.30
|
563.33
|
2,115.13
|
781.10
|
|
Total Expenses
|
1,073.89
|
647.38
|
1,400.23
|
895.08
|
|
Operating Profit/(Loss)
|
772.41
|
(84.05)
|
714.90
|
(113.99)
|
|
Less: Finance Cost
|
102.09
|
245.18
|
229.46
|
301.38
|
|
Less: Depreciation
|
44.98
|
10.36
|
56.13
|
19.73
|
|
Profit/ (Loss) before Tax
|
772.41
|
(84.05)
|
714.90
|
(113.99)
|
|
Exceptional Item: Profit on
transfer of business and sale of
equity shares of an associate
|
|
8,422.55
|
|
8,904.80
|
|
Prior Period Taxation
Adjustments
|
(31.37)
|
100.61
|
(28.36)
|
101.92
|
|
Deferred Tax
|
36.22
|
(51.85)
|
55.66
|
(65.19)
|
|
Current Tax
|
100.00
|
2,136.72
|
146.42
|
2,168.72
|
|
Profit/(Loss) after Tax for the
year from Continuing and
Discontinued Operation and
exceptional items
|
667.56
|
6,153.02
|
534.20
|
6,585.36
|
|
Profit from Discontinuing
Operations after Tax
|
-
|
232.93
|
-
|
232.93
|
|
Profit for the year after Tax from
Continuing and
Discontinued Operations and
exceptional items
|
667.56
|
6,385.95
|
534.20
|
6,818.30
|
|
Other comprehensive
|
(2.75)
|
13.31
|
(2.75)
|
13.31
|
|
income/(loss)
|
|
|
|
|
|
Fair value changes of
investments in equity
instruments
|
107.40
|
|
135
|
|
|
Income tax relating to items that
will not be
|
(26.34)
|
-
|
(33.29)
|
-
|
|
Total Comprehensive
Income/(Loss) for the year
|
745.87
|
6399.26
|
633.16
|
6,831.60
|
*Previous year figures may have been changed due to regrouping.
FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY:
The company has registered total Standalone Revenue of ? 1,846.30 Lakhs in FY 24-25 increased in
compared to ? 563.33 Lakhs in FY 23-24 during the year under review. Profit before Tax stood at ? 772.41
lakhs in FY 24-25. Profit after Tax stood at ? 667.56/- Lakhs in FY 24-25, compared to ? 6,385.95/- Lakhs
in FY 23-24.
BUSINESS OVERVIEW:
The Company has retained its NBFC license, and accordingly, income earned from interest and dividend
is recognized and reported as Revenue from Operations. The Company continues to hold the status of a
registered Non-Banking Financial Company (NBFC) with the Reserve Bank of India (RBI). In line with
its investment objective, the Company makes investments across diversified asset classes including quoted
and unquoted equity shares, debentures, mutual funds, portfolio management services (PMS), Alternative
Investment Fund (AIF), and other permissible investment avenues, with a view to optimize returns while
maintaining a balanced risk profile.
DIVIDEND:
The directors do not recommend any dividend for the financial year under review.
DEPOSITS:
During the year under review, the Company has not accepted any deposits within the meaning of
Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
CAPITAL STRUCTURE:
There was no change in the Authorized and Paid-up Share Capital of the Company during the year.
The Authorized Share Capital of the Company is ? 2000 Lakh divided into 2,00,00,000 (Two Crore)
Equity Shares of ? 10/- each.
The Paid-up & Subscribed Share Capital of the Company is ? 1760 Lakhs divided into 17,600,000 (One
Crore Seventy-Six Lakhs) Equity Shares of ? 10/- each.
The Annual Return of the Company as on March 31, 2025, in form MGT-7 in accordance with Section
92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on
Company's website at https: //vj tf.com/investor-relations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report are enclosed as a part of this report.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 17 to
27 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. A report on Corporate Governance is included as a part of this Director Report as Annexure No. 3.
Certificate from the Secretarial Auditors of the Company confirming the compliance with the conditions
of Corporate Governance as stipulated under Regulations 17 to 27 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
LISTING:
The Company's shares are listed on BSE Limited. The Company has paid listing fees of ? 3,83,500/-for
the Financial Year 2024-25 to BSE Limited.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
1. CHANGES IN DIRECTORS
There are no changes in Directorship of the Company in the financial year 2024-25.
DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors of the Company have submitted the requisite declarations confirming that
they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation
16 and 25(8) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they
have complied with Schedule IV of the Act and the Company's Code of Conduct.
They have further confirmed that they are not aware of any circumstance or situation which exists or
may be reasonably anticipated that could impair or impact their ability to discharge their duties and that
they are independent of the management. In the opinion of the Board, all the independent directors have
integrity, expertise and experience.
2. CHANGES IN KEY MANAGERIAL PERSONNEL
During the Year there were following changes in Key Managerial Personnel:
|
Sr. No
|
DIN/PAN
|
Name
|
Designation
|
Date of appointment/ Resignation
|
|
1.
|
AQMPD2304E
|
Mrs. Divya
|
Company Secretary
|
09/12/2024 (Appointed)
|
|
2.
|
FLPPS1085G
|
Mrs. Shruti
Sharma
|
Company Secretary
|
15/10/2024 (Resignation)
|
STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL as on 31/03/2025
|
Sr. No.
|
DIN
|
Name of Director/Key
Managerial Personnel
|
Designation
|
|
1
|
00235276
|
Mr. Vinay Jain
|
Managing Director
|
|
2
|
01142103
|
Mrs. Raina Vinay Jain
|
Whole Time Director
|
|
3
|
08206077
|
Pankaj Shrinivas Aboti
|
Non- Executive Independent Director
|
|
4
|
10309345
|
Keshav Gangadhar Kshirsagar
|
Non- Executive Independent Director
|
|
5
|
07417917
|
Vishal Punjabi
|
Non- Executive Independent Director
|
|
6
|
08881097
|
Sourabh Jain
|
Non- Executive Independent Director
|
|
7
|
ADUPG7969H
|
Mr. Nandu Namdev Gite
|
Chief Financial Officer
|
|
8
|
AQMPD2304E
|
Divya
|
Company Secretary & Compliance Officer
|
The disclosure in pursuance of Schedule V to the Companies Act, 2013 and SEBI Listing Regulation
pertaining to the remuneration, incentives etc. to the Directors is given in the Corporate Governance
Report.
MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company have met Six times during the year on 18/06/2024, 14/08/2024,
02/09/2024, 14/11/2024, 09/12/2024 & 14/02/2025 in respect of which proper notices were given and
proceedings were properly recorded, signed and maintained in the Minutes Book kept by the Company
for the purpose. The intervening gap between the Meetings was within the period prescribed under the
Companies Act, 2013. The Attendance of Directors at Board Meeting in given in corporate governance
report.
|
Sr. No.
|
Name of Directors
|
Designation
|
No. of
Meeting
attended
|
|
1
|
Mr. Vinay Jain
|
Managing Director
|
6
|
|
2
|
Mrs. Raina Vinay Jain
|
Whole Time Director
|
6
|
|
3
|
Pankaj Shrinivas Aboti
|
Non- Executive Independent Director
|
6
|
|
4
|
Keshav Gangadhar Kshirsagar
|
Non- Executive Independent Director
|
6
|
|
5
|
Vishal Punjabi
|
Non- Executive Independent Director
|
6
|
|
6
|
Sourabh Jain
|
Non- Executive Independent Director
|
6
|
|
7
|
Mr. Nandu Namdev Gite
|
Chief Financial Officer
|
6
|
BOARD EVALUATION:
Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 19 of the SEBI
Listing Regulations, the annual performance evaluation of the Board, Board level Committees and
individual directors was conducted during the year, in order to ensure that the Board and Board level
Committees are functioning effectively and demonstrating good governance.
In a separate meeting of Independent Directors, performance was evaluated on various parameters such
as Board composition and structure, the effectiveness of board processes, effectiveness of flow of
information, contributions from each director.
COMMITTEES OF THE BOARD:
The Company has constituted an Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee as per the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its
Committees are provided under the corporate governance Report Section in this Annual Report. The
composition of the Committees, as per the applicable provisions of the Act and Rules, are as follows:
|
Name of the Committee
|
Composition of the Committee
|
|
Audit Committee
|
Mr. Pankaj Shrinivas Aboti (Chairperson)
Mr. Keshav Gangadhar Kshirsagar
Dr. Vinay Jain
|
|
Nomination and Remuneration Committee
|
Mr. Pankaj Shrinivas Aboti (Chairperson)
Mr. Vishal Punjabi
Mr. Keshav Gangadhar Kshirsagar
|
|
Stakeholder Relationship Committee
|
Mr. Pankaj Shrinivas Aboti
Mrs. Raina Vinay Jain
|
| |
Mr. Keshav Gangadhar Kshirsagar (Chairperson)
|
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The Company's policy on Directors' Appointment and Remuneration and other matters provided in
Section 178(3) of the Act has been disclosed in the Corporate Governance Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Internal Financial Controls includes policies and procedures adopted by the company for ensuring
orderly and efficient conduct of its business, accuracy and completeness of the accounting records, and
timely preparation of reliable financial information.
The Company has in place a proper and adequate Internal Financial Control System with reference to
financial statements. During the year, such controls were tested and no reportable material weakness in
the design or operation was observed. As regards the qualified opinion of Auditors on Internal Financial
Control, it is stated that the Company is taking constant steps to strengthen its process.
DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THE
COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,
2014:
i. The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief
Financial Officer, Company Secretary in the financial year:
|
Directors, Chief Executive Officer, Chief Financial
|
% increase in remuneration in
|
|
Officer and Company Secretary
|
the financial year
|
|
Mr. Vinay Jain, Managing Director
|
Nil
|
|
Mrs. Raina Jain, Whole Time Director
|
Nil
|
|
Mr. Nandu Namdev Gite, Chief Financial Officer
|
8%
|
|
CS Divya, Company Secretary
|
Nil
|
ii. The percentage increase in the median Remuneration of employees in the financial year: Nil
iii. The number of Permanent Employees on rolls of the Company: 22 as on 31/03/2025.
iv. Variations in the Market Capitalization of the Company, Price Earnings Ratio as at the Closing
Date of the Current Financial Year and Previous Financial Year:
|
Particulars
|
31st March, 2025
|
|
Market Capitalization (? In Lakhs)
|
14782.24
|
|
Price Earnings Ratio
|
22.16
|
v. Increase or Decrease in the Market Price of the Equity Shares of the Company in
comparison to the last year:
The market price of the equity shares was ? 83.99 on 31st March, 2025 in comparison to the
market price of ? 135.9 on 31st March, 2024.
vi. Percentage increase / decrease already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase / decrease in the managerial remuneration and justification thereof and point out
if there are any exceptional circumstances for increase / decrease in the managerial
remuneration:
The average annual increase for the employees' salaries of the company was Nil. However,
there was no change in the Managerial Remuneration.
vii. Comparison of each remuneration of the Key Managerial personnel:
|
Key Managerial Personnel
|
% of Revenue
|
|
Dr. Vinay Jain, Managing Director
|
0
|
|
Dr. Raina Vinay Jain, Whole Time Director
|
0
|
|
Mr. Nandu Namdev Gite, Chief Financial Officer
|
8%
|
|
CS Divya, Company Secretary
|
0
|
viii. The key parameters for any variable component of remuneration availed by the directors:
There is no variable component of remuneration availed by the directors during the period
under reviewed. Minimum remuneration paid as per Schedule V of the Companies Act, 2013.
ix. Affirmation that the remuneration is as per the remuneration policy of the Company:
The Company affirms that the remuneration is as per the remuneration policy of the
Company. No employee of the company is falling under Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
DISCLOSURE REQUIREMENTS:
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Corporate Governance
Report along with Auditor's Certificate, CEO/CFO Certificate and Management Discussion and Analysis
are attached herewith, which forms part of this report.
The Company has devised proper systems to ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are
adequate and operating effectively.
Policy for determining material subsidiaries of the Company is available on the website of the Company
(URL: http://www.vjtf.com/investor-relations/policy-for-determining-material subsidiaries)
Policy on dealing with related party transactions is available on the website of the Company (URL:
http:// www .vj tf.com / investor-relations / related-parties-transac tion policy).
The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as
defined under Regulation 22 of SEBI Listing Regulations for directors and employees to report concerns
about unethical behavior. No person has been denied access to the Chairman of the audit committee. The
said policy has been also put up on the website of the Company at the following link:
(URL: http: / /www.vjtf.com/investor-relations/whistle-blower-policy).
The Company has adopted a Policy on Determination of 'Materiality for Disclosures' as per Regulation
30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (URL:
http:// www .vj tf.com / investor-relations) and a 'Policy for Preservation of Documents' as per Regulation
9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (URL:
http:// www .vj tf.com / investor-relations).
SUBSIDIARY COMPANY:
The Company has only two Subsidiary i.e. M/s. VJTF Buildcon Private Limited (CIN:
U45400MH2009PTC197093) and M/s. Happymongo Learning Solutions Private Limited (CIN:
U80902KA2020PTC141286). There has been no material change in the nature of the business of the
subsidiary.
In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details
including financial highlights of the operations of all subsidiaries is annexed to this report in Form AOC-
1.
In accordance with Indian Accounting Standard (INDAS) - 110 Consolidated Financial Statements read
with Indian Accounting Standard (IND-AS) - 28 Accounting for Investments in Associates, the audited
Consolidated Financial Statements are provided in and forms part of this Annual Report as per (INDAS)
format.
In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments
thereto, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI
Listing Regulations'), the audited financial statements including the consolidated financial statements
and related information of the Company and audited accounts of the subsidiary are available with the
Company. These documents will also be available for inspection during business hours at the Registered
Office of the Company.
PERFORMANCE AND FINANCIAL POSITION OF THE VTTF BUILDCON PRIVATE LIMITED
(SUBSIDIARY COMPANY):
Statement Containing Salient Features of the Financial Statement of Subsidiary Company as per the
Companies Act, 2013 for the year ended March 31, 2025:
|
Particulars
|
Amount
|
|
Share capital
|
104.95
|
|
Reserves & surplus
|
3119.06
|
|
Total assets
|
3269.73
|
|
Total Liabilities
|
3269.73
|
|
Investments
|
1217.54
|
|
Turnover
|
162.61
|
|
Profit / Loss before taxation
|
16.44
|
|
Tax expense
|
70.76
|
|
Profit / Loss after taxation
|
(54.32)
|
|
Proposed Dividend
|
-
|
|
% of shareholding
|
82.42 %
|
PERFORMANCE AND FINANCIAL POSITION OF HAPPYMONGO LEARNING SOLUTIONS
PRIVATE LIMITED (SUBSIDIARY COMPANY):
Statement Containing Salient Features of the Financial Statement of Subsidiary Company as per the
Companies Act, 2013 for the year ended March 31, 2025:
|
Share capital
|
3.36
|
|
Reserves & surplus
|
446.79
|
|
Total assets
|
526.59
|
|
Total Liabilities
|
526.59
|
|
Investments
|
-
|
|
Turnover
|
116.19
|
|
Profit / Loss before taxation
|
(77.75)
|
|
Tax expense
|
(1.89)
|
|
Profit after taxation
|
(75.86)
|
|
Proposed Dividend
|
-
|
|
% of shareholding
|
51.1
|
CONSOLIDATED ACCOUNTS:
The Consolidated Financial Statements of the Company are prepared in accordance with the relevant
Accounting Standard viz. Accounting Standard 21 & Indian Accounting Standards (IND-AS) issued by
the Institute of Chartered Accountants of India and forms part of this Annual Report.
STATUTORY AUDITORS:
The Board of Directors of the Company has taken note of the resignation of M/s. Chhajed & Doshi,
Chartered Accountants (FRN: 101794W), as the Statutory Auditors of the Company, with effect from the
13th June, 2025. The resignation has been tendered due to their own internal considerations. The Board
places on record its sincere appreciation for the professional services rendered by M/s. Chhajed & Doshi
during their tenure as Statutory Auditors.
The Board recommends the appointment of M/s. R A N K & Associates, Chartered Accountants (Firm
Registration Number: 105589W), as the Statutory Auditors of the Company from the conclusion of the
40th Annual General Meeting until the conclusion of the Annual General Meeting held for fy 2025-26,
subject to the approval of the shareholders, in accordance with the provisions of the Companies Act, 2013
and other applicable laws.
AUDITOR'S REPORT:
i. Statutory Auditors:
Statutory Auditors' Report is Self-Explanatory in itself.
ii. Secretarial Auditor:
The Board recommends the appointment of M/s R S Rajpurohit & Co., Practicing Company
Secretaries having Peer Review UIN S2016MH364200, Membership Number F11346 & COP
Number 15891, as the Secretarial Auditor of the Company for a term of five consecutive years,
commencing from the conclusion of the 40th Annual General Meeting until the conclusion of
the 45th Annual General Meeting, subject to the approval of the shareholders, in accordance
with the provisions of the Companies Act, 2013 and other applicable laws.
According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Secretarial Audit Report submitted by Secretarial Auditor - Mr. Rajvirendra Singh Rajpurohit,
Practicing Company Secretary is enclosed as a part of this report in Annexure 2. The
qualification, reservation, adverse remarks or disclaimer made by the Secretarial Auditor in its
report are self-explanatory. However, Management of the Company ensures to be more careful
and dedicated in all of the compliances henceforth.
|
Comments in Secretarial Audit Report
|
Directors Comments
|
|
Status of NBFC License
|
As per the information provided by the
management, the Company continues to hold
the status of a registered Non-Banking
Financial Company (NBFC) with the
Reserve Bank of India (RBI). The
management has clarified that there is no
ongoing or proposed application to surrender
the NBFC license. The Company remains
fully committed to maintaining its NBFC
status and is diligently undertaking all
necessary steps to ensure compliance with
applicable regulatory requirements in a
timely manner.
|
|
Violation of SEBI (Prohibition of Insider
Trading) Regulations, 2015: During the
audit period, it was observed that the
promoter of the Company had traded in
the securities of the Company during the
period when the trading window was
closed, in contravention of the provisions
of the Company's Code of Conduct for
Prohibition of Insider Trading and the SEBI
(Prohibition of Insider Trading)
Regulations, 2015.
|
The Board of Directors has taken note of the
observation of the Secretarial Auditor. The
said transaction was carried out
inadvertently without any intention to
violate the Company's Code of Conduct for
Prohibition of Insider Trading. The
promoter has been apprised of the relevant
provisions of the SEBI (Prohibition of
Insider Trading) Regulations, 2015 and the
Company's Code of Conduct, and has
provided a written confirmation that such
instance will not recur in the future. The
Board has also advised the Compliance
Officer to further strengthen internal
controls and monitoring mechanisms to
ensure strict adherence to the trading
window norms.
|
|
Delay in submission of March 2024
results & Related Party Transaction (RPT)
disclosures:
The Company failed to submit the audited
financial results for the quarter and year
ended March 31, 2024, along with the
required disclosure of Related Party
Transactions (RPT) in XBRL format,
within the prescribed time under SEBI
(LODR) Regulations, 2015. Consequently,
the Stock Exchange levied a fine of
?1,29,800/- which has been duly paid by
the Company.
|
The delay in filing the XBRL format of
financial results and RPT disclosure was due
to technical challenges encountered while
using the newly introduced XBRL utility for
NBFCs, including validation errors and
absence of a module for consolidated RPT
details. The Company had submitted the
PDF results and disclosures within the
stipulated timeline and subsequently
rectified and filed the XBRL submission after
receiving guidance from the Helpdesk. The
lapse was inadvertent, and measures have
been implemented to ensure timely and
accurate submissions in future.
|
|
Regulation 19(1)/(2) of SEBI (LODR)
Regulations, 2015 for NRC composition
reporting error:
During the period under review, the Stock
Exchange levied a penalty of ?2,14,760/-
(inclusive of GST) for alleged non¬
compliance with Regulation 19(1)/(2) of
SEBI (LODR) Regulations, 2015 regarding
the composition of the Nomination and
Remuneration Committee (NRC). The fine
was imposed due to incorrect reporting in
the Corporate Governance Report, where
an Executive Director was inadvertently
shown as an NRC member.
|
The Board clarified that there was no actual
change in the NRC composition, and the
Committee remained validly constituted
with only non-executive directors as
members. The error occurred due to an
inadvertent human mistake while filing the
Corporate Governance Report, which was
promptly rectified on the same day upon
BSE's telephonic instruction. The Company
has sought a waiver of the fine and has
strengthened the internal review mechanism
for filings to prevent recurrence.
|
|
Regulation 23 (9) of SEBI (LODR)
Regulations, 2015 for Related Party
Disclosure:
The Company was levied a fine under
Regulation 23(9) of SEBI (LODR)
Regulations, 2015 for non-submission of
Related Party Transactions (RPT) in XBRL
format for the half year ended March 31,
2025, within the prescribed timeline.
|
The Board noted that the PDF version of
financial results, including both standalone
and consolidated RPT disclosures, was filed
within the due date. However, the XBRL
filing was delayed due to technical glitches
and limitations in the new NBFC-specific
XBRL utility, which did not provide a
schedule for consolidated RPT details. The
delay was unintentional, and the Company
has since upgraded its compliance processes
and provided additional training to staff to
avoid future lapses.
|
iii. Internal Auditor:
M/s. Manish Chandak & Associates, Chartered Accountants, Mumbai performed the duties of
Internal Auditors of the company for the Financial Year 2024-25 and their report is reviewed by
Audit Committee from time to time.
The Board of Directors, at its meeting held on Thursday 14th August, 2025, has appointed M/s.
Manish Chandak & Associates, Chartered Accountants, as the Internal Auditor of the Company
for the financial year 2025-26, pursuant to the provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.
The Internal Auditor shall conduct the internal audit of the functions and activities of the
Company and submit their report to the Audit Committee and the Board of Directors.
CORPORATE SOCIAL RESPONSIBILITY:
As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under,
every Company including its holding or subsidiary and a foreign company, which fulfills the criteria
specified in sub-section (1) of section 135 of the Act, shall comply with the provisions of Section 135 of the
Act and its rules.
Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act,
your Company is not required to constitute a Corporate Social Responsibility Committee.
VIGIL MECHANISM:
The Company has adopted a "Whistle Blower" Policy and has established the necessary vigil mechanism
for employees and directors to report concerns about unethical behavior as per the provisions regarding
vigil mechanism as provided in Section 177(9) of the Companies Act, 2013 read with rules framed there
under. The "Whistle Blower" Policy is available on the website of the Company on
http:// www .vj tf.com / investor-relations/whistle-blower-policy.
RISK MANAGEMENT POLICY:
The company has been addressing various risks impacting the company, reviewing the risk management
plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial
risks and controls. Major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. The development and implementation of risk
management policy has been covered in the Management Discussion and Analysis report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:
The details of loans, guarantees and investments as covered under the provisions of Section 186 of the
Companies Act, 2013 are given in the notes to Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES:
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 1 to the Director's report.
HUMAN RESOURCE DEVELOPMENT:
To ensure good human resources management, your company focuses on all aspects of the employee
lifecycle. Over the years, we have strengthened interventions in nurturing our people and promoting a
performance-based culture. Our interventions include trainings to enhance skills and upgrade
knowledge. These interventions help us motivate our team and achieve organizational excellence. We
provide leadership and managerial development trainings for improved performance of our team.
Besides, we have several curriculum-based learning programmes to impart functional and behavioral
skills that help our people to consistently enhance efficiency. We promote employee friendly HR policies
to help keep the workforce motivated and aligned with the Company's vision.
MATERIAL CHANGES AND COMMITMENTS 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 THIS
REPORT:
During the period under review, no material changes and commitments have occurred between the end
of the financial year and till the date of this report which would materially affect the financial position of
the Company.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S
OPERATION IN FUTURE:
During the period under review, there were no significant and material orders passed by the regulators
or courts or tribunals which impact the going concern status of the Company and its operations in future.
SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the
Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014
regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, your
Director's furnish hereunder the additional information as required.
A. Conservation of Energy
The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013
read with rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have
not been provided considering the nature of activities undertaken by the Company during the year
under review.
B. Technology Absorption
During the year, the Company has not absorbed or imported any technology.
C. Foreign Exchange Earning and Outgo
There were no foreign Exchange earnings and outgoings during the year under review.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION & 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. During the year under review no complaints on sexual harassment was received.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013 ('the Act'), in relation to the Audited Financial
Statements for the Financial Year 2024-25, your Directors confirm that:
a) The Financial Statements of the Company - comprising of the Balance Sheet as at March 31,
2025 and the Statement of Profit & Loss for the year ended on that date, have been prepared on
a going concern basis following applicable accounting standards and that no material
departures have been made from the same;
b) Accounting policies selected were applied consistently, the judgments and estimates related to
these financial statements have been made on a prudent and reasonable basis, so as to give a
true and fair view of the state of affairs of the Company as on March 31, 2025, and of the Profit
& Loss of the Company for the year ended on that date;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records
in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the
Company and to prevent and detect fraud and other irregularities;
d) Requisite internal financial controls to be followed by the Company were laid down and that
such internal financial controls are adequate and operating effectively; and;
e) Proper systems have been devised to ensure compliance with the provisions of all applicable
laws and such systems are adequate and operating effectively.
ACKNOWLEDGEMENT
Your directors wish to express their appreciation for the assistance and co-operation received from the
financial institutions, banks, Government authorities, vendors and members during the year under
review.
Your directors also express their appreciation to all the faculty, lecturers and employees of VJTF
Eduservices Family for their hard work, commitment, dedicated services and collective contribution.
By Order of the Board
For VJTF Eduservices Limited
Vinay Jain Raina Jain
Managing Director Whole Time Director
(DIN: 00235276) (DIN: 01142103)
Dated: 14/08/2025
Place: Mumbai
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