The Directors present their 38th Annual Report on the business and operations of the Company and the financial accounts for the year
ended on 31st March, 2024.

FINANCIAL RESULTS (Rs. In lakhs)

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. 330.13 lakhs compared to Rs. 276.92 lakhs in the previous year with
an increase of 19.21% in revenue. Correspondingly, the net profit after tax, adjustments and Other comprehensive income/ expenses also
increased to Rs. 46.72 lakhs against Rs. 30.97 lakhs in previous year with an increase of 50.86%.

Nature of business of the Company

The Company is mainly engaged in Merchant Banking activities focusing on ESOP valuation, Company valuation and Advisory services 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, sale or purchase of capital assets or destruction of
any assets etc.

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.

Related Party Transactions

During the financial year ended 31st March 2024, 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 31^st March 2024.

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 42 nd 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.

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 year under review, a total of four Meetings of the Board of Directors and
four meetings of Audit Committee held and details of Meetings held duringthe financial year 2023-24 have been provided in the Corporate
Governance Report which forms part of this Annual Report.

Mr. Samir Dedhia, Independent Director, retiring as a member of

the Board of Directors on account of completion of his tenure, on completion of the Annual General Meeting. Your Directors place on record
his sincere appreciation for his invaluable support, advice and guidance to the Company and its Management during his tenure.

Mr. Hemendra J. Shroff and Mr. Manoj T. Shroff, Directors of the Company shall retire by rotation at the forthcoming Annual General Meeting
and offer themselves for re-appointment. Mr. Sagar Yadav has been appointed as Independent Director w.e. from 25^th July 2024. 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 Mr. Hemendra J. Shroff, Mr. Manoj T. Shroff,
Mr. Nilesh R. Doshi and Mr. Sagar Yadav.

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 T rading 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 T rading 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, 2024, the Complaints received are as under:

Number of complaints received and disposed off: Nil
Particulars of loans, guarantees or investments

The Company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013. The details of
the investments made by Company are given in the notes to the financial statements.

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 Hariharan 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, 2023 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 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.

Foreign Exchange Earnings and Outgo

During the year ended March 31, 2024 the Company has earned Rs. 21.45 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 es- timates 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 2023-24 and ratio of the remuneration of each KMP to the median remuneration of the
employees of the Company for the financial year 2023-24 are given in Annexure B.

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

Samir R. Dedhia
Chairman

PLACE: MUMBAI
DATE : July 25, 2024