Vibrant Global Capital Ltd Directors Report

TO THE MEMBERS,

The Directors of the Company are pleased to present the 31^st Annual Report on the business and operations of your Company, together with the Audited standalone and consolidated financial statements for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS

Our Companys financial performance for the year under review is summarized below:

Particulars	Consolidated (INR in Lakhs)	Standalone (INR in Lakhs)
	2025-26	2024-25	2025-26	2024-25
Total Income	18,631.15	28,242.83	3,234.49	2,165.10
Less: Total Expenditure	16,723.32	28,021.58	983.91	1,026.80
Profit/ (Loss) before Tax (PBT)	1,907.83	221.26	2,250.59	1,138.30
Less: Current Tax	105.72	806.89	105.50	806.64
Less: Deferred Tax	143.35	(538.64)	243.33	(454.72)
Profit/ (Loss) After Tax (PAT)	1,748.18	(46.99)	1,991.18	786.38
Paid-up Equity Share Capital	2,290.74	2,290.74	2,290.74	2,290.74
Other Equity	14,402.11	12,779.74	13,687.50	11,844.76
Earnings Per Share (in INR)	7.73	(0.16)	8.69	3.45

The financial statements have been prepared in accordance with Ind AS in terms of the provisions of Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time.

STATE OF COMPANYS AFFAIRS

Your company is a NBFC which has been in existence for almost 3 decades. Your Company is registered with the RBI as a NBFC without accepting public deposits under section 45 IA of the RBI Act, 1934. There has been no change in the business of the Company during the financial year ended March 31, 2026.

REVIEW OF OPERATIONS Consolidated Income and Profit After Tax:

The consolidated total income stood at INR 18,631.15 Lakhs during current fiscal year as compared to INR 28,242.83 Lakhs during previous FY 2024-25. The Company recorded Profit (after tax) of INR 1,748.18 Lakhs during current fiscal as compared to Loss (after Tax) of INR 46.99 Lakhs during previous FY 2024-25.

Standalone Income and Profit After Tax:

The standalone total income during current fiscal year is INR 3,234.49 Lakhs, as compared to INR 2,165.10 Lakhs during FY 2024-25. The Company recorded Profit (after Tax) of INR 1,991.18 Lakhs during current fiscal year as compared to Profit (after Tax) of INR 786.38 Lakhs during FY 2024-25. The improvement in the Companys financial performance was primarily attributable to the gains realized on the sale of certain investments during the year, along with the overall performance of the Companys investment portfolio.

DIVIDEND

Your Board of Directors do not declare Dividend for FY 2025-26.

INTERIM DIVIDEND

The Board of Directors declared an Interim Dividend of INR 0.65 per equity share (6.5% of the face value of INR 10 each) during FY 2025-26. The said Interim Dividend was paid to the eligible shareholders within the statutory timelines prescribed under the Companies Act, 2013.

UNPAID DIVIDEND

The Company has declared Interim Dividend during the year under review and there are few instances of unclaimed/unpaid dividend, however, no amount is due to transfer to Investor Education and Protection Fund (IEPF) on 31^st March 2026.

Detailed disclosure relating to unpaid/unclaimed dividend is provided in the Corporate Governance Report which forms a part of the Annual Report.

TRANSFER TO RESERVES

INR 398.24 Lakhs were transferred to the Statutory Reserves, as required under Section 45-IC of the Reserve Bank of India Act, 1934 during FY 2025-26.

SUBSIDIARIES AND ASSOCIATE COMPANIES

As on March 31, 2026, your Company had 2 wholly-owned subsidiaries.

1. Vibrant Global Salt Private Limited.

2. Vibrant Global Trading Private Limited.

FINANCIAL PERFORMANCE OF THE SUBSIDIARIES

Vibrant Global Trading Private Limited

Total income for the FY 2025-26 was INR 2,107.32 Lakhs as compared to INR 12,256.61 Lakhs during previous financial year. The Company recorded loss (after tax) of INR 193.98 Lakhs during current fiscal year as compared to Loss (after tax) of INR 462.07 Lakhs during previous financial year

Vibrant Global Salt Private Limited

Total income for the FY 2025-26 was INR 13,515.68 Lakhs as compared to INR 13,959.43 Lakhs during previous financial year. The Company recorded loss (after Tax) of INR 62.68 Lakhs during FY 2025-26 as compared to Loss (after Tax) of INR 378.13 Lakhs during previous financial year.

In accordance with Section 129(3) of the Companies Act, 2013 and as stipulated under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consolidated financial statements of the Companies and its Subsidiaries are prepared, which forms part of the Annual Report. Further, a statement containing the salient features of the financial statement of our Subsidiaries, prescribed format of AOC-1 is appended as Annexure 1 to the Board Report.

The Statement also provides details of performance, financial positions of each of Subsidiaries. These documents will also be available for inspection during business hours at our Registered Office of the Company.

SHARE CAPITAL

The outstanding, issued, subscribed and paid-up capital of the Company was INR 2,290.74 Lakhs as on March 31, 2026. The Authorised Share Capital of the Company was INR 2,725 Lakhs as on March 31, 2026.

DEPOSITS

The Company being non-Deposit accepting NBFC registered with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934, has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 2 of the Boards Report.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

RISK MANAGEMENT

The Board of Directors is responsible for monitoring and reviewing the Companys risk management plan and ensuring its effectiveness. The Company has in place a comprehensive Risk Management framework to identify, assess, monitor and mitigate the various risk elements that may affect its business and operations, including credit, market, liquidity, operational and regulatory risks. During FY 2025-26, marked by sustained FII selling pressure, elevated market volatility, and currency-related concerns, the Companys risk management practices included a strategic reallocation of a significant portion of its portfolio to safer asset classes and the use of hedging instruments to protect shareholder value during periods of heightened uncertainty.

On a periodic basis, all necessary steps towards mitigation of the identified risks are taken by the Management, and all such risks are managed through continuous review of business and market parameters. The Board of Directors is regularly updated on the risks and concerns facing the Company and provides oversight and guidance on the risk management approach adopted by the Management.

Discussion on risks and concerns is covered separately under the Management Discussion and Analysis Report, which forms an integral part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Internal Financial Control systems of the Company are adequate with reference to the Financial Statements, size and operations of the Company. The Internal Auditor of the Company observes the effective functioning of internal financial controls, and the scope and functions of the Internal Auditor are defined and reviewed by the Audit Committee.

During the year under review, the Internal Financial Controls were tested and no reportable material weakness in the design or operation was observed. The Audit Committee reviews the internal audit reports received from the Internal Auditor and institutionalises new procedures, wherever required, to further strengthen the control environment of the Company.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 mandated the formulation of certain policies.

All these policies are available on the website of the Company (www.vibrantglobalgroup.com).

Name of the Policy

• Prohibition of Insider Trading Policy

• Code of Conduct

• Vigil Mechanism Policy

• Archival Policy for Retention of Documents

• Policy for determination of Materiality of Event or Information

• Policy for Evaluation of Performance of the Board of Directors

• Nomination & Remuneration Policy

• Prevention of Sexual Harassment at workplace policy

• Corporate Social Responsibility (CSR) Policy

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place an appropriate policy which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any, received regarding sexual harassment of women. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy. We further state that during the financial year under review, there were no complaints received/cases filed / cases pending under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retirement by Rotation:

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Vaibhav Vinod Garg (DIN: 02643884) retires by rotation at the ensuing Annual General Meeting (AGM) and being eligible offers himself for reappointment. The Board recommends his reappointment by the members at the ensuing AGM.

Appointment & Resignation:

During the year under review, there was no change in the composition of the Board of Directors.

Subsequent to the year under review, Ms. Khushboo Pasari ceased to be a Non-executive Independent Director of the Company with effect from 10th August, 2026, on completion of her second consecutive term of office. The Board places on record its sincere appreciation for the services rendered by Ms. Khushboo Pasari during her tenure as an Independent Director of the Company.

Subsequent to the year under review, Mrs. Chhaya Ambrish Kapadia (DIN: 11874616) was appointed as an Additional Non-Executive Independent Director of the Company with effect from 10th August, 2026, whose appointment is proposed to be regularized at the ensuing 31^st Annual General Meeting (AGM), subject to the approval of the Members.

Profile of the Director Seeking Appointment / Reappointment

As required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, particulars of the Directors seeking appointment/ reappointment at the ensuing 31^st AGM is annexed to the notice convening 31^st AGM.

Familiarization Program for Independent Directors:

With the commencement of SEBI (LODR) Regulation, 2015, the listed entity is required to conduct the program for new joining director of the Company to get him/her familiarization with the Company.

Declaration by Independent Directors

The Company has obtained declarations from Independent Directors stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Sections 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the following are the Key Managerial Personnel:

1. Mr. Vinod Garg, Chairman and Managing Director

2. Mr. Vaibhav Garg, Whole Time Director & Chief Financial Officer

3. Mr. Jalpesh Darji, Company Secretary & Compliance Officer

Appointment/ Resignation of Key Managerial Personnel:

There was no appointment/ resignation of Key Managerial Personnel during the year under review.

REMUNERATION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR FROM THE COMPANY AND ITS SUBSIDARIES

During the Financial Year 2025-26, Mr. Vinod Garg, Chairman & Managing Director and Mr. Vaibhav Garg, Whole Time Director & Chief Financial Officer did not draw any remuneration from the Company and its Subsidiaries.

There is no commission drawn by Managing Director/ Whole-Time Director from the Company and its subsidiaries and hence, no disclosure is required under Section 197(14) of the Act and rules made thereunder.

BOARD MEETINGS

During the year under review 4 (Four) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the meetings is within the period prescribed under the Companies Act, 2013.

A separate meeting of Independent Directors was held during the year under review.

BOARD EVALUATION

As per the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Board has carried out the annual evaluation of its own performance, and of each of the Directors individually, including the independent directors, as well as the working of its committees based on the criteria and framework adopted by the Board on recommendation of Nomination & Remuneration Committee Meeting.

OUTCOME OF THE EVALUATION

The Board of your Company was satisfied with the functioning of the Board and its committees. The committees are functioning well and besides their committees terms of reference, as mandated by law, important issues are brought up and discussed in the committee meetings. The Board was also satisfied with the contribution of directors, in their respective capacities, which reflects the overall engagement of the individual directors.

CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company carry out and reviews its CSR responsibility in accordance with its CSR Policy. Details pertaining to CSR is given in the Corporate Governance Report. The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this report as Annexure 3.

COMMITTEES OF THE BOARD

(as at 31^st March, 2026) Compositions of all Committees are as follows:

Audit Committee

Mr. Varun Vijaywargi, Chairman	Non-Executive Independent Director
Mrs. Khushboo Pasari, Member	Non-Executive Independent Director
Mr. Hitesh Gada, Member	Non-Executive Independent Director
Mr. Vinod Garg, Member	Executive Director

Nomination and Remuneration/ Compensation Committee ("NRC")

Mr. Varun Vijaywargi, Chairman	Non-Executive Independent Director
Mrs. Khushboo Pasari, Member	Non-Executive Independent Director
Mr. Hitesh Gada, Member	Non-Executive Independent Director
Mr. Vinod Garg, Member	Executive Director

Stakeholders Relation Committee

Mr. Varun Vijaywargi, Chairman	Non-Executive Independent Director
Mrs. Khushboo Pasari, Member	Non-Executive Independent Director
Mr. Vinod Garg, Member	Executive Director

Corporate Social Responsibility (CSR) Committee

Mr. Vinod Garg, Member	Executive Director
Mr. Vaibhav Garg, Member	Executive Director
Mr. Hitesh Gada, Member	Non-Executive Independent Director

CSR committee was formed on 26^th May, 2025.

REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration/ Compensation Committee framed a Nomination & Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The Nomination & Remuneration Policy is placed on the website of the Company.

VIGIL MECHANISM

The Board of Directors has formulated a Vigil Mechanism/Whistle Blower Policy which provides a robust framework for dealing with genuine concerns and grievances.

INSIDER TRADING CODE

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the PIT Regulations") and amendments thereto on prevention of Insider Trading, your Company has a comprehensive Code of Conduct for Regulating, monitoring and reporting of trading by Insiders along with policy on legitimate purpose. Your Company also has a Code of Practices and Procedures of fair disclosures of unpublished price sensitive information and these code(s) are in line with the PIT regulations.

RELATED PARTY TRANSACTIONS

All the contracts/ arrangements/ transactions that were entered into by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the provisions of the Act on materiality of related party transaction.

Details of Related Party Transactions are given in the note No. 31 and 31A to the Standalone Financial Statements. Also, Form AOC-2 on Related Party disclosures for the year under review, form part of this Annual Report as Annexure 4.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review forms part of this Annual Report.

CORPORATE GOVERNANCE

As required under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR, 2015), a Report on Corporate Governance along with a Certificate of Compliance from Practicing Company Secretary form part of this Report.

EXTRACT OF ANNUAL RETURN

In accordance with section 134 (3) (a) of the Companies Act, 2013, the Annual Return is available on website of the Company.

Web link of Annual Return: http://www.vibrantglobalgroup.com/

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

CONSERVATION OF ENERGY	Not Applicable
TECHNOLOGY ABSORPTION	Not Applicable
FOREIGN EXCHANGE EARNINGS AND OUTGO	NIL

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. P. Surbhi & Associates, Practicing Company Secretaries, Nagpur, Maharashtra, to undertake the Secretarial

Audit of the Company for the Financial Year 2025-26.

The Secretarial Audit Report given by M/s P. Surbhi & Associates, Nagpur for the year under review is annexed herewith as Annexure 5 is self-explanatory and do not call for any further comments. The Annual Secretarial Compliance Report for the financial year 2025-26 has also been submitted to the BSE.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s. Agrawal & Kedia, Chartered Accountants, Nagpur, Maharashtra (FRN: 100114W), were appointed as statutory auditors of the company for a consecutive second term of 5 years i.e. commencing from the conclusion of 27^th AGM till conclusion of 32^nd AGM.

M/s. Agrawal & Kedia, Chartered Accountants, have confirmed that:

• They satisfy criteria prescribed under Section 141 of the Companies Act, 2013;

• They hold a valid Peer review certificate issued by the Institute of Chartered Accountants of India.

Boards Comment on the Auditors Report

M/s. Agrawal & Kedia, Statutory Auditors have submitted Auditors Report with unmodified opinion and unmodified figures for the financial year ended March 31, 2026 in compliance of Reg. 33(1)(d) of SEBI (LoDR) Regulations, 2015.

The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

MATERIAL CHANGES / DEVELOPMENTS DURING THE YEAR

There are no material changes and development affecting the financial position of the Company which has occurred during the Financial Year ended on March 31, 2026, except as disclosed elsewhere in this Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes which have occurred subsequent to the close of the financial year and before the date of this report affecting financial, position of the Company in any substantial manner except following:

Your Company, pursuant to the approval of the Board of Directors at its meeting held on 2nd June, 2026, has acquired a 65% equity stake in The Private Reserrve Capital Pvt. Ltd. ("TPR"), by subscribing to 1,85,701 equity shares of face value of INR 10 each at an issue price of INR 323 each, for an aggregate consideration of INR 5,99,81,423 (Rupees Five crore ninety-nine lakh eighty-one thousand four hundred twenty-three only). TPR, incorporated on 28th April, 2026, is engaged in the business of Portfolio Management Services (PMS), Category III Alternative Investment Funds (AIFs), and wealth advisory, and has, consequent to this acquisition, become a subsidiary of your Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2025-26:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Option Scheme as referred to in this Report.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

4. No frauds against the Company reported by the Auditors for the period under report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, Directors of your Company state and confirm that:

1. In the preparation of the annual accounts for the financial year 2025-26, the applicable accounting standards have been followed and there are no material departures from the same;

2. 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 as at March 31, 2026 and of the profit and loss of the Company for year ended on that date;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis; and

5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENTS

The Board of Directors places on record its sincere appreciation for the continued trust, support, and co-operation extended by the Companys shareholders, bankers, independent directors, business associates, regulatory and statutory authorities, and other stakeholders during the year. The Directors also place on record their appreciation for the dedication, commitment, and contribution of all employees at every level, whose efforts have been instrumental in the Companys performance and in achieving its objectives during the year under review.