Your directors are pleased to present the 38^th Annual Report of the
Company together with the Audited Annual Accounts for the year
ended 31^st March, 2025.

1. Financial Results (Rs. in Lakhs)

* (Figures have been regrouped / recast to conform to current
year's figures)

2. Management Discussion and Analysis
Industry Structure and Development

The trend in the Indian Stock Market had by large been
volatile during the year under review. The global economy
continued to face challenges with fear of recession looming
large in several countries more so because of several far
reaching changes in the wake of various decisions being
taken by The new President of United States of America. The
continuing war between Ukraine and Russia and between
Israel and Hamas shows no signs of abatement with visible
unrest in some parts of the world and that continues to be a
cause of concern.

Health Safety and Pandemic Risk

The Company and its subsidiaries have been proactive
enough in adopting the digital mode since the Covid-19
outbreak has ensured best health safety measures for
employees and uninterrupted business operations and
service to the stakeholders in the Post COVID-19 era. The
Company's continuing focus on liquidity, near zero debt
supported by a strong balance sheet and acceleration in cost
optimization initiatives, have been of great help in navigating
any near-term challenge.

Outlook, Risks and Concerns

The underlying strength of Indian demand and consumption
continues to remain healthy. India continues to be one of the
fastest growing economies of the World. The performance
of your Company is closely linked to those of the stock
markets.

The Company is exposed to normal industry risks such as
credit, interest rate, economic, currency, political, market and
operational risks. The Company views risk management as
integral to its business for creating and maintaining the best
practices in business operations and administration.

Opportunities and Threats

The continuing emphasis on ‘Make in India', Production
Linked Incentive in various sectors, emphasis on building up
infrastructure by the government is expected to infuse further
capital investment in the country and thus more opportunities
for the financial sector. The Company is looking forward to

grasping the available opportunities. The Company is also
focusing on exploring opportunities in the permitted avenues
as a member of the Stock Exchange. The uncertain state of
the global economy however continues to remain a cause of
concern.

Adequacy of Internal Financial Control Systems

The management in consultation with the Internal Auditors
on an ongoing basis monitors and evaluates the efficacy
and adequacy of internal financial control systems in the
Company, its compliance with operating systems, accounting
procedures and policies at all levels of the Company and
its subsidiaries. The audit observations and the corrective
actions thereon are presented to the Audit Committee of the
Board. The control framework is established and maintained
by the Company. The observations by the internal and
statutory auditors are perused by the Management, the Audit
Committee as well as the Board for proper implementation.
The Company's internal financial controls have been found to
be adequate and effective.

Financial Review

During the year under review, your Company generated a
total income of Rs. 10,362.32 lakhs as against Rs. 41,009.15
lakhs in the previous year. The other income included in
the aforesaid total income is Rs. 723.82 lakhs for the year
under review as against Rs. 1,019.72 lakhs in the previous
year. The Company has earned a net profit before tax of
Rs. 5,642.57 lakhs for the year under review as compared
to the profit of Rs. 38,114.40 lakhs in the previous year.
The other comprehensive income for the period stood at
Rs. (7,060.48) Lakhs as compared to the corresponding
other comprehensive income of Rs. 20,799.45 lakhs for the
previous year.

Further, the Financial Statements of the Company have been
prepared in accordance with the Indian Accounting Standards
(‘IND AS') as per the Companies (Indian Accounting
Standards) Rules 2015 as amended and notified under
Section 133 of the Companies Act, 2013 (“the Act”), read with
relevant Rules issued thereunder and in conformity with the
accounting principles generally accepted in India.

Key Ratios

Please refer to Note no. 49 of Standalone Financial Results
for Key ratios and related information thereon.

Segment wise Performance

Ind-AS 108 on Operating Segments has been complied
with. Please refer to Note no. 54 of the Standalone Financial
Statements. Hence a separate disclosure has not been made
here.

Cautionary Statement

The statements in the above analysis, describing the
Company's estimates, expectations or predictions may be
‘forward looking statements' within the meaning of applicable
securities laws and regulations. The actual results may differ
from those expressed or implied. Important factors that could
make a difference to the Company's operations include
changes in government regulations, tax regimes, economic
developments within the country and abroad, and other
related factors.

!. Dividend & Reserve

The Board has recommended a dividend of 15% i.e.
Rs. 1.50 per equity share of Rs. 10/- each for the year
2024-25 subject to approval of members. The dividend, if
approved, will be paid to the registered members as on the
Record date for the purpose of ensuing Annual General
Meeting (‘AGM'). No amount was proposed to be transferred

to the reserve during the year under review.

Further as per SEBI directive, members holding shares
in physical form, who have not updated all of the following
information viz. PAN, Choice of Nomination, Contact Details,
phone/mobile number, email address, postal address, bank
account details and specimen signature on their respective
folios in the records of Company, the dividend, if any in respect
of such folios shall be withheld and be paid only through
electronic mode upon furnishing all the aforesaid information
in entirety. Hence, members holding shares in physical form
who have not updated all of the abovementioned information
are requested to provide/update all your KYC details
mentioned above in prescribed KYC Forms i.e. ISR-1, ISR-2,
SH-13 or ISR-3 to the RTA viz. RCMC Share Registry Private
Limited, B-25/1, First Floor, Okhla Industrial Area- Phase II,
New Delhi-110 020 or to the Company at its registered office
address at the earliest. Format of KYC Forms are available at
website of the Company at https://www.vlsfinance.com/kyc/.

4. Buy-back

During the year under review, the Board of Directors of the
Company at its meeting held on 9 August, 2024, approved
the buyback of upto 33,00,000 (Thirty Three Lakhs) fully paid
up equity shares of Rs. 10/- each, through Tender Offer route
using the Stock Exchange Mechanism in terms of proviso to
clause (b) of sub section 2 of section 68 of the Companies Act,
2013 read with SEBI (Buy Back of Securities) Regulations,
2018 (‘buyback regulations') at a buy back price of
Rs. 380/- (Rupees Three Hundred Eighty only) per fully paid-
up Equity Share payable in cash for an amount not exceeding
? 1,25,40,00,000 (“One Hundred Twenty Five Crores and
Forty Lakhs Only), excluding Transaction Costs, representing
8.21% and 8.04% of the aggregate of the total paid-up equity
share capital and free reserves of the Company based on
latest audited standalone and consolidated basis, respectively
as on March 31^st, 2024. As the size of the Buyback was less
than 10% of the paid-up capital and free reserves of the
Company, members' approval was not required.

The buyback was offered to all eligible equity shareholders
of the Company on a proportionate basis as per applicable
regulations on record date i.e. 26^th August, 2024. The buyback
of equity shares through the Tender Offer route commenced
on 30^th August, 2024 and concluded on 5^th September, 2024.
The Promoter and members constituents of the Promoter
Group did not participate in the Buyback. Further, requisite
compliances under applicable regulations have been made in
respect of aforesaid buyback including for extinguishment of
said shares so bought back.

During the entire buyback, the Company had bought back
7,85,751 equity shares at a price of Rs. 380/- per equity
share which were extinguished on 18^th September 2024
in accordance with the buyback regulations. A total sum of
Rs. 29,85,85,380/- (Rupees Twenty Nine Crores Eighty
Five Lakhs Eighty Five Thousand Three Hundred Eighty
only) (excluding transaction costs) was utilised for the said
buyback. Post buyback the paid up share capital of the
Company comprised of 3,40,10,241 equity shares of Rs. 10/-
each amounting to Rs. 34,13,24,660 (including an amount of
Rs. 12,22,250/- received on 4,67,500 forfeited equity shares).
Further details in this regard may be accessed from the website
of the Company i.e. www.vlsfinance.com or Stock Exchanges'
website viz. www.bseindia.com or www.nseindia.com.

5. Directors/ Key Managerial Personnel (KMP)

During the year under review and till the date of this report,
following changes took place in the composition of the Board
of Directors/ Key Managerial Personnel of your Company:

> Shri M. P Mehrotra (DIN: 00016768) Executive Vice-Chairman
and Promoter of the Company left for his heavenly abode on
05/04/2024 and ceased to hold all positions in the Company
from the same date.

> Shri Shivesh Ram Mehrotra (DIN: 10259068)- Non-Executive,
Non-Independent Director resigned from the Board w.e.f.
15/08/2024.

The Board places on record its sincere appreciation for the
invaluable contribution made by Shri M. P. Mehrotra and
Shri Shivesh Ram Mehrotra during their tenure with the
Company.

Further, following changes in your Board took place in the
Financial year 2024-2025 which had been already reported
in the Boards' Report dated 28/05/2024 for the aforesaid
financial year :

The members, through Postal ballot concluded on May 9^th,
2024, approved the following:

> Appointment of Shri Najeeb Hamid Jung (DIN: 02941412)
aged about 73 years as Non-Executive, Independent Director
of the Company for first term of five (5) years commencing
from February 13, 2024 till February 12, 2029.

> Appointment of Shri Gaurav Goel (DIN: 00076111) aged
about 50 years as Non-Executive, Non-Independent Director
of the Company, liable to retire by rotation, effective February
13^th, 2024.

> Appointment of Shri Shivesh Ram Mehrotra (DIN: 10259068)
aged about 23 years as Non-Executive, Non-Independent
Director of the Company, liable to retire by rotation, effective
February 13^th, 2024.

> Appointment of Mrs. Neeraj Vinay Bansal (DIN: 10499620)
aged about 71 years as Non-Executive, Independent Director
of the Company for a term of five (5) years commencing from
March 29^th, 2024 till March 28^th, 2029.

> Appointment of Shri Keshav Tandan (DIN: 10450801) aged
about 44 years as Executive Director of the Company
for a period of 3 years and 6 months commencing from
March 29^th, 2024.

The opinion of the Board on expertise and other attributes
of all Directors including Independent Directors has been
charted in the Report on Corporate Governance enclosed as
Annexure-I to this report.

Directors retiring by rotation:

In accordance with the provisions of Article 89 of the
Articles of Association of the Company, Shri Gaurav Goel
(DIN:00076111) will be retiring by rotation at the ensuing
AGM of your Company and being eligible, has offered himself
for re-appointment. Concurring to the recommendation of the
Nomination and Remuneration Committee of the Company,
your directors recommend his re-appointment.

Key Managerial Personnel (KMP):

Pursuant to the provisions of sub-section (51) of Section 2 and
Section 203 of the Act read with the Rules framed thereunder,
the following persons were Key Managerial Personnel of the
Company as on March 31^st, 2025:

1. Shri S. K. Agarwal- Managing Director

2. Shri K. K. Soni- Director- Finance & Chief Financial
Officer

3. Shri Keshav Tandan- Executive Director

4. Shri H. Consul- Company Secretary

6. Independent Directors

The Independent Directors of your Company have complied
with the relevant provisions of the law relating to their

appointment and they continue to comply with the provisions
of the Companies Act, 2013 and the listing regulations.

In terms of the provisions of sub-section (6) of Section 149
of the Act and Regulation 16 of the Listing Regulations, the
Company has received declarations from all the Independent
Directors of the Company that they continue to meet with the
criteria of independence as provided in the Act and the Listing
Regulations. Further, all the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with
the Company, other than sitting fees, and reimbursement of
expenses, if any, incurred by them for the purpose of attending
meetings of the Company.

During the year ended 31/03/2025, 1 (one) meeting of
Independent Directors was held on 26/03/2025 as detailed
hereunder:

In the meeting of Independent Directors, held on 26/03/2025
pursuant to Schedule IV of the Act and the Listing Regulations,
the Independent Directors reviewed the performance of the
Chairman and Non-Independent Directors of the Company.
The Directors also discussed the quality, quantity and
timeliness of flow of information between the Company
management and the Board, which is necessary for the
Board to effectively and reasonably perform their duties. Their
conclusion on all the issues discussed was satisfactory.

7. Number of Board and Committee Meetings

Relevant details have been provided in the Report on
Corporate Governance enclosed as Annexure-I of this
Annual Report.

8. Corporate Governance and Compliance Certificate

We have reported in Annexure-I to this report, the extent of
compliance of Corporate Governance practices in accordance
with Regulation 34(3) of the SEBI (Listing Obligations &
Disclosure Requirements) Regulations, 2015.

The requisite certificate from A. Aggarwal and Associates-
Company Secretaries, through Shri Ashutosh Aggarwal,
Practicing Company Secretary (COP: 7467 and Peer Review
Certificate No. 1097 / 2021) confirming that as on 31/03/2025,
none of the Directors of the Company has been debarred or
disqualified from being appointed or continuing as Director of
Company by the SEBI / Ministry of Corporate Affairs or any
such statutory authority is appended at the end of aforesaid
report.

9. Directors’ Responsibility Statement

Pursuant to the provisions of Section 134(3) of the Companies
Act, 2013, the Directors hereby confirm:

1. that in the preparation of the annual accounts for the
financial year ended 31 ^st March, 2025, the applicable
accounting standards have been followed along with
proper explanations relating to material departures;

2. that 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 of the
Company for that period;

3. that they have taken proper and sufficient care for

the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

4. that they have prepared the Annual Accounts for the
financial year ended 31^st March, 2025 on a ‘going
concern' basis;

5. that they have laid down Internal Financial controls to
be followed by the Company and that such Internal
Financial Controls are adequate and effective; and

6. that the Directors have devised proper systems to
ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating
effectively.

10. Evaluation of Board/Committees/Individual Directors

The Board carried out the annual performance evaluation of
its own performance and its Committees in its meeting held
on 27/05/2025. The said exercise was led by the independent
directors who are also constituents of Nomination and
Remuneration Committee. The evaluation process focused
on different aspects of the Board and Committees functioning
such as composition of the Board and Committees, experience
and competence, performance of specific duties and
obligations, governance issues etc. The aim was to assess
the effectiveness of the Board's/Committees' processes, and
to identify any actions required to improve effectiveness. The
review thus focused on the following associated areas viz.
structure, leadership, strategy, risks, decision making and
development.

The evaluation process inter-alia comprised the following:

• Review of Board, Committees and management information
and other relevant documentation.

• Discussions with all directors on the Board, Committee
members focusing on aspects of the Board's and
Committees' composition; strategy, risk and controls;
decision-making, roles and performance of the Chairman,
independent directors, executive directors and other non¬
executive directors.

Given the experience and qualifications of the Board members,
it was not considered necessary to engage external persons
to facilitate the evaluation process.

As per the provisions of Section 178(2) of Companies
Act, 2013, the Board of Directors also carried out annual
evaluation of each Director's performance in its meeting
held on 27/05/2025 on the parameters including attendance,
contribution and independent judgment by individual
directors. Since all Directors have rich experience of the
corporate environment, they are accustomed to having their
performance regularly evaluated.

11. Proper systems to ensure that compliances were
adequate and effective

The professional conduct sets expectations that all
employees shall comply with all laws and regulations
governing Company's conduct. Information is reported
upwards internally within the organization to senior
management and if appropriate, also shared with the Board
of Directors and/or the external auditors. Information is
reported externally in public filings, if it meets the criteria for
requiring public disclosure.

12. Corporate Social Responsibility (CSR)

The Company is covered under the threshold prescribed
under the Act for CSR. During the year under review, the
Company had allocated total amount of Rs. 4,46,96,330/- for

year 2024-25 requiring transfer to Fund in terms of second
proviso to subsection 5 of Section 135 of the Companies Act,
2013.

The report of CSR Committee in terms of Section 135 of the
Companies Act, 2013 is enclosed as Annexure -II to this
report.

13. Annual Return Extract (MGT-9)

Pursuant to Section 92(3) read with Section 134(3)(a) of the
Companies Act, 2013, the Annual Return of the Company

as on March 31^st, 2024 is available on the website of the
Company at www.vlsfinance.com.

14. Policies

Your Company has formulated the following policies to
optimize its performance and functions.

A. Corporate Social Responsibility Policy

The CSR policy can be accessed at Company's website
viz. www.vlsfinance.com under the head ‘Investor

Relations'.

B. Related Party Transaction

The detailed policy may be accessed at www.vlsfinance.
com under the head ‘Investor Relations'.

The Board of Directors (the “Board”) of VLS Finance
Limited (the “Company”) has adopted this Policy. The said
Policy includes the materiality threshold and the manner
of dealing with Related Party Transactions (“Policy”) in
compliance with the requirements of Section 188 of the
Companies Act, 2013 and conforms to the requirements
of Regulation 23 of the Listing Regulations.

This Policy applies to transactions between the Company
and one or more of its Related Parties. It provides a
framework for governance and reporting of Related
Party Transactions including material transactions.

This Policy is intended to ensure due and timely
identification, approval, disclosure and reporting of
transactions between the Company and any of its
Related Parties in compliance with the applicable laws
and regulations as may be amended from time to time.

C. Board diversity

The detailed policy may be accessed at www.vlsfinance.
com under the head ‘Investor Relations'.

VLS Finance Limited recognises and embraces the
benefits of having a diverse Board and sees increasing
diversity at Board level as an essential element in
maintaining a competitive advantage. A truly diverse
Board will include and make good use of differences in the
skills, regional and industry knowledge and experience,
background, race, gender and other distinctions
between Directors. These differences will be considered
in determining the optimum composition of the Board
and when possible would be balanced appropriately.
All Board appointments shall be made on merit, in the
context of the skills, experience, independence and
knowledge which the Board as a whole requires to be
effective.

D. Risk Management

The detailed policy may be accessed at www.vlsfinance.
com under the head ‘Investor Relations'.

The Company has formed Risk Management Policy to
ensure appropriate risk management within its systems
and culture. The Company operates in a competitive
environment and is generally exposed to various risks
at different times such as technological risks, business
risks, operational risks, financial risks etc. The Board of
Directors and the Audit Committee of the Company shall
periodically review the Risk Management Policy of the
Company so that Management controls the risk through
properly defined network.

The Company has a system-based approach to business
risk management backed by strong internal control

systems. A strong independent Internal Audit Function at
the corporate level carries out risk focused audits across
all businesses, enabling identification of areas where
risk managements processes may need to be improved.
The Board reviews internal audit findings and provides
strategic guidance on internal controls, monitors the
internal control environment within the Company and
ensures that Internal Audit recommendations are
effectively implemented.

The combination of policies and procedures adequately
addresses the various risks associated with your
Company's businesses.

E. Anti-sexual harassment mechanism

The detailed mechanism may be accessed at www.
vlsfinance.com under the head ‘Investor Relations'.

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. All women employees
inter-alia permanent, contractual, temporary, trainees
are covered under this policy.

The Internal Complaints Committee is headed by the
Woman Director on the Board. There were no complaints
received from any employee or otherwise during the
year under review and no complaints were pending as
on 31/03/2025.

F. Nomination and Remuneration Policy

The detailed policy may be accessed at www.vlsfinance.
com under the head ‘Investor Relations'.

Pursuant to the provisions of Section 178(3) of the
Companies Act, 2013 and Regulation 19 of the Listing
Regulations, the Nomination and Remuneration
Committee (NRC) has formulated a policy relating to the
remuneration of the Directors, Key Managerial Personnel
(KMP), Senior Management and other employees
including their annual evaluation. While formulating this
policy, the NRC has considered the factors laid down
in Section 178(4) of the Companies Act, 2013 and the
Listing Regulations, as amended.

G. Vigil Mechanism /Whistle Blower

The Company is committed to adhering to the highest
standards of ethical, moral and legal conduct of business
operations. The Vigil (whistleblower) mechanism
provides a channel to the employees and directors to
report to the management concerns about unethical
behaviour, actual or suspected fraud or violation of the
code of conduct or policy. The mechanism provides
for adequate safeguards against victimization of
directors and employees who avail of the mechanism
and also provide for direct access to the Chairman of
the Audit Committee in exceptional cases. It is hereby
affirmed that no person was denied access to the Audit
Committee.

The detailed mechanism may be accessed at www.vlsfinance.

com under the head ‘Investor Relations'.

15. Contracts with Related Party

The disclosure in prescribed form AOC-2 is enclosed as

Annexure - III.

16. Auditors
Statutory Auditors

In terms of Section 139 read with Companies (Audit and
Auditors) Rules, 2014 M/s. Agiwal & Associates, Chartered
Accountants (FRN: 000181N) had been appointed as
Statutory Auditors for a period of 5 years i.e. from the
conclusion of 35th Annual General Meeting till the conclusion
of 40^th Annual General Meeting of the Company subject to
applicable regulations. The members in the 35^th AGM of the
Company had authorised the Board to fix the remuneration
of the Auditors. The Statutory Auditors have consented to
continue as Statutory Auditors and have given confirmation
that they are eligible to continue with their appointment and
have not been disqualified in any manner for continuing as
Statutory Auditors.

Cost Auditor

The provisions relating to cost records and audit are not
applicable to your Company.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Board of Directors
in their meeting held on 27/05/2025 had recommended the
appointment of M/s. A. Aggarwal and Associates (CoP No.
7467) as Secretarial Auditor of the Company for a term of five
years (01.04.2025 to 31.03.2030), subject to approval of the
members at the ensuing Annual General Meeting.

17. Statutory Auditors’ Report

The observations made by the Statutory Auditors, with
reference to notes on accounts for the year under report, have
been adequately dealt with in the relevant Notes forming part
of Financial Statements and need no further comments from
Directors. Further, the Auditors have not reported any fraud in
terms of Section 143(12) of the Companies Act, 2013 to the
Board for the year under review.

18. Secretarial Audit Report

The Secretarial Audit Report for the year 2024-25 submitted by
Secretarial Auditor in terms of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, is
enclosed as Annexure-IV. The said report does not contain
any adverse remarks or observation by the Secretarial
Auditor.

19. Statutory Information.

• The Company has paid the annual listing fees for the
year 2025-26 to BSE Limited and The National Stock
Exchange of India Limited and the custodian fees to
National Securities Depository Limited and Central
Securities Depository Limited.

• The Board in its meeting held on 25/10/2018 had
approved the proposal for voluntary delisting from the
Calcutta Stock Exchange Limited(CSE). When the
Company approached CSE, thereafter, to complete
formalities of delisting, it was learnt that CSE had
suspended the scrip of your Company alleging
nonpayment of listing fee for the year 2014-15 and other
non- compliances. Since the Company had paid the said
listing fee in time and also made other compliances the
same were promptly informed to CSE in response to

their communications. However, the Exchange had been
inordinately delaying the process and delisting approval
has not yet been granted. Regarding listing fee for the
year 2019-20 onwards, the stand taken by the Company
is that the same is not payable since the Company had
approached Exchange for delisting of scrip well in time
and cannot be made liable for payment of the fee when
the delay is on part of Exchange.

• The shares of the Company are presently listed at BSE
Limited, The National Stock Exchange of India Limited,
Mumbai and The Calcutta Stock Exchange Limited,
Kolkata (pending delisting).

• There had been no change in the nature of business
and name of Company during the year under review.
Further, no proceedings / application under Insolvency
and Bankruptcy Code, 2016 had been made/pending
against the Company.

• There was no one time settlement with Bank/ Financial
Institutions during the year under review. Further, no
event has taken place that give rise to reporting of
details w.r.t. 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
Institutions.

• During the year under review, the Company did not absorb
any new technology or carry out any R&D related activity
for this purpose except as mandated as member of Stock
Exchange. However, use of energy efficient devices,
wherever possible, in conducting business of Company is
part of its administration policies. The detailed disclosure
is enclosed as Annexure -V to this report.

• Your Company's principal business is acquisition
of securities; hence Section 186 of the Act is not
applicable.

• Your Company is in compliance with the applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India under Section 118(10) of
the Companies Act, 2013.

• Your Company has not issued equity shares with
differential voting rights, sweat equity or ESOP in terms
of Section 43 and Section 62 of the Companies Act,
2013, during the year under review.

• No revision of financial statements or the Board's Report
has been made in terms of Section 131 of the Companies
Act, 2013, during the year under review.

• Disclosure relating to the ratio of the remuneration of
each director to the median employee's remuneration in
terms of Section 197(12) of the Companies Act, 2013 is
enclosed as Annexure -VI to this report.

• During the year under review, Executive Vice-Chairman
(Till 05/04/2024), Managing Director and Director-
Finance & CFO of your company were not in receipt of
any remuneration or commission from any subsidiary
company in terms of Section 197(14) of the Companies
Act, 2013. The re-appointment of aforesaid personnel
for three years was made by passing Special Resolution
in previous years.

• There have been no significant and material orders
passed by regulatory authorities / court that would
impact on the going concern status of the Company and
its future operations. Further, there were no material
changes or commitments affecting the financial position

of the Company occurred between the year under review
and date of this report.

• In the annual financial statements for the year under
review, the disclosures of those items, where amount for
the year under review and corresponding previous year
was Nil, had been dispensed with, though required to be
disclosed under applicable regulations.

20. Fixed Deposits

The Company has not accepted any fixed deposit during the
year under review. The Company has no plans to accept any
deposits from the public in the current year.

21. Human Resources

Employee relations continued to be cordial during the year.
The number of employees stood at 35 (Thirty Five) at the
end of the year under review. The Directors place on record
their appreciation of the devoted service of the employees
at all levels. In terms of the provisions of Section 197 of the
Companies Act 2013 read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
there was no employee during the year drawing remuneration
more than the stipulated amount in the said rules. Your
Company has not approved any scheme relating to the
provision of money to be held in a trust for the benefit of the
employees in terms of Section 67(3)(b) of the Companies Act,
2013 during the year under review.

22. Green initiative in Corporate Governance

As a continuing endeavor towards the Go Green Initiative,
the Company has been sending documents like the notice
calling the general meeting, audited financial statements,
directors' report, auditors' report etc. in electronic form, to
the email addresses provided by the members directly or
made available to us by the depositories, besides regular
correspondence. The electronic mode is both economical
and speedier compared to physical documents. Members
who hold shares in physical form are, therefore, requested
to register their e-mail addresses and intimate any change
in e-mail id, with the Company or with the Registrar & Share
Transfer Agents, RCMC Share Registry Pvt. Limited In respect
of electronic holdings, members are requested to register their
e-mail addresses with the depository through their concerned
depository participants. You may kindly note that even after
registration of e-mail ID, you are entitled to be furnished, free
of cost, a printed copy of the annual report of the Company,
upon receipt of a requisition from you, at any time. In case you
desire to receive Company's communication and documents
in physical form, you are requested to intimate us through
email at hconsul@vlsfinance.com.

23. Subsidiary/Associate Companies

Statement pursuant to Section 129(3) of the Companies Act,
2013 in Form AOC-1 for the financial year ended 31/03/2025
in respect of the subsidiary / associate companies, is
enclosed with Annual Accounts of the Company. Please refer
to Note no. 52 of Notes forming part of consolidated financial
statement in the Annual Report for the year under review.

The consolidated financial results include the audited
financial results for the year ended on 31/03/2025 of the
subsidiaries VLS Securities Limited (100%), VLS Sunnivesh
Limited (formerly known as VLS Real Estate Limited) (100%)
and VLS Asset Management Limited (99.15%). The financial
results of VLS Capital Limited for the same period have
been consolidated under equity method of accounting as
an associate of VLS Securities Limited a subsidiary of the
Company, since it was not consolidated by said subsidiary
in view of exemption available under Section 129 read
with Rule 6 of the Companies (Accounts) Rules, 2014. The
financial results of Sunair Hotels Limited (‘Sunair') are not
included in these consolidated financial statements as it
does not fall under the definition of an associate as per Ind
AS-28 due to absence of significant influence on account of
ongoing disputes between the Company and Sunair, hence
excluded from consolidation of financial results of the year
under review.

24. Consolidated Financial Statements

In compliance of Section 129(3) of the Companies Act, 2013,
the consolidated financial statements in accordance with the
prescribed accounting standards are annexed to the audited
annual accounts for the year under review.

25. Transfer of Unclaimed Dividend and Unclaimed shares to
Investor Education and Protection Fund (IEPF)

The details relating to unclaimed dividend and unclaimed
shares forms part of the Corporate Governance Report.

26. Acknowledgements

The Directors thank the Company's business associates,
Bankers, the Securities & Exchange Board of India, Stock
Exchanges, employees, vendors, investors and academic
partners for their continuous support. The Directors also
thank the Government of India and Governments of various
states in India.

For and on behalf of the Board of Directors

Place: New Delhi Suresh Kumar Agarwal Kishan Kumar Soni

Date : 27/05/2025 Managing Director Director-Finance & CFO
DIN: 00106763 DIN: 00106037