To,
The Members,
VJTF Eduservices Limited
Your Directors have pleasure in presenting the Forty-First (41st) Annual Report on the business and operations of the Company, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March , 2026.
To, The Members, VJTF Eduservices Limited
Your Directors have pleasure in presenting the Forty-First (41st) Annual Report on the business and operations of the Company, together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026.
(? in lakhs)
| Standalone | Consolidated | |||
| Particulars | FY 2025-26 | FY 2024-25 | FY 2025-26 | FY 2024-25 |
| Revenue from Operations | 295.03 | 1,427.98 | 300.09 | 1,696.21 |
| Other Income | 5.49 | 418.32 | 8.02 | 418.92 |
| Total Income | 300.53 | 1,846.30 | 308.11 | 2,115.13 |
| Total Expenses | 477.55 | 1,073.89 | 440.73 | 1,400.23 |
| of which: Finance Costs | 17.22 | 102.09 | 17.22 | 229.46 |
| of which: Depreciation, Amortisation and Impairment | 74.79 | 44.98 | 74.79 | 56.13 |
| of which: Net Loss on Fair Value Changes | 214.24 | - | (174.44) | - |
| Profit / (Loss) before share of profit / (loss) of equity accounted investees, exceptional items and tax | (177.02) | 772.41 | (132.62) | 714.90 |
| Share of profit / (loss) of equity accounted investees | - | - | (11.14) | (6.98) |
| Exceptional items | - | - | - | - |
| Profit / (Loss) before Tax | (177.02) | 772.41 | (143.76) | 707.92 |
| Tax expense: Current Tax | 3.50 | 100.00 | 11.71 | 146.42 |
| Tax expense: Deferred Tax | (43.56) | 36.22 | (56.05) | 55.66 |
| Tax expense: (Excess) / Short provision of earlier years | (54.48) | (31.37) | (90.96) | (28.36) |
| Profit / (Loss) from discontinued operations (net of tax) | - | - | - | - |
| Profit / (Loss) for the year | (82.49) | 667.56 | (8.46) | 534.20 |
| Other Comprehensive Income - items that will not be reclassified to profit or loss: |
Standalone: The total income of the Company for the financial year 2025-26 was 300.53 lakhs as against 1,846.30 lakhs for the financial year 2024-25, a decline of 83.72%. Revenue from operations stood at 295.03 lakhs as against 1,427.98 lakhs in the previous year. The decline is principally attributable to the net loss on fair value changes of 214.24 lakhs recognised during the year under review, as against a net gain on fair value changes in the previous year. The Company reported a Loss before Tax of 177.02 lakhs and a Loss after Tax of 82.49 lakhs for the financial year 2025-26, as against a Profit before Tax of 772.41 lakhs and a Profit after Tax of 667.56 lakhs for the financial year 2024-25.
Consolidated: The consolidated total income for the financial year 2025-26 was 308.11 lakhs as against 2,115.13 lakhs for the financial year 2024-25. After accounting for the share of loss of equity accounted investees of 11.14 lakhs, the consolidated Loss before Tax was 143.76 lakhs and the consolidated Loss after Tax was 8.46 lakhs (of which the loss attributable to the Owners of the Company was 22.20 lakhs and the profit attributable to Non-Controlling Interests was 13.74 lakhs), as against a consolidated Profit after Tax of 534.20 lakhs in the previous year. The consolidated Total Comprehensive Income for the year was 74.17 lakhs as against 633.16 lakhs in the previous year.
The Basic and Diluted Earnings per Share (face value ?10 each) for the financial year 2025-26 was (0.47) on a standalone basis and (0.13) on a consolidated basis, as against 3.79 and 3.04 respectively for the financial year 2024-25.
The Company holds Certificate of Registration No. 13.00998 dated 5th September, 1998 issued by the Reserve Bank of India (RBI) under Section 45-IA of the Reserve Bank of India Act, 1934 as a Non-Banking Financial Company not accepting public deposits (NBFC-ND) and, accordingly, income earned by way of interest and dividend is recognised and reported as Revenue from Operations. 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, Alternative Investment Funds and other permissible investment avenues, with a view to optimising returns while maintaining a balanced risk profile.
As stated in Note 47 to the Standalone Financial Statements, the Company had, in earlier years, submitted an application to the RBI for surrender of its Certificate of Registration and was awaiting a response from the RBI; no response having been received, the Company subsequently withdrew the said application. The Company intends to continue as an NBFC-ND, and as on the date of this Report the Certificate of Registration continues to be held by the Company and is not shown as cancelled in the records of the RBI. The Standalone and Consolidated Financial Statements have accordingly been prepared in the format prescribed in Division III of Schedule III to the Companies Act, 2013 (the Act) applicable to NBFCs.
Pursuant to Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, the Directors report that, following the divestment of the Companys school business and consequent upon the alteration of the Objects Clause of the Memorandum of Association approved by the Members by way of special resolution passed at the 40th Annual General Meeting held on 12th September, 2025, the Company is continuing to hold its Certificate of Registration as an NBFC. The regulatory framework applicable to the Company as an NBFC and the position with regard to the principal business criteria are set out in Section 23 of this Report. Save as aforesaid, there has been no change in the nature of the business of the Company during the year under review.
In view of the loss incurred during the year under review, your Directors do not recommend any dividend for the financial year ended 31st March, 2026. The requirement of formulating a Dividend Distribution Policy under Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) is not applicable to the Company.
In view of the loss incurred during the year, no amount has been transferred to the General Reserve, and no amount was required to be transferred to the Statutory Reserve Fund maintained under Section 45-IC of the Reserve Bank of India Act, 1934 for the financial year 2025-26. As reflected in Note 18 to the Standalone Financial Statements, an amount of 16.50 lakhs, being twenty per cent of the net loss for the year, has been transferred from the Statutory Reserve Fund to Retained Earnings, and the balance in the Statutory Reserve Fund as at 31st March, 2026 stood at 117.01 lakhs (133.51 lakhs as at 31st March, 2025). The position with regard to the Statutory Reserve Fund is further set out in Section 23.4 of this Report.
The Authorised Share Capital of the Company as at 31st March, 2026 was ?20,00,00,000 divided into 2,00,00,000 (Two Crore) Equity Shares of ?10 each, and the Issued, Subscribed and Paid-up Share Capital was ?17,60,00,000 divided into 1,76,00,000 (One Crore Seventy-Six Lakh) Equity Shares of ?10 each. There was no change in the Authorised or Paid-up Share Capital of the Company during the year under review.
During the year under review, the Company has not (a) issued equity shares with differential rights as to dividend, voting or otherwise (Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014); (b) issued sweat equity shares (Rule 8(13) of the said Rules); (c) issued any shares under an employee stock option scheme, and no such scheme is in force (Rule 12(9) of the said Rules and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021); or (d) bought back any of its securities or issued any bonus shares, debentures, warrants or convertible instruments. There are no outstanding Global Depository Receipts, American Depository Receipts, warrants or convertible instruments as at 31st March, 2026.
The Company is registered with the RBI as a non-deposit taking NBFC. During the year under review, the Company has neither accepted nor renewed any deposit within the meaning of Sections 73 to 76 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, or any public deposit within the meaning of the directions issued by the RBI, and no deposit was outstanding as at 31st March, 2026. Accordingly, the disclosures required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 are not applicable.
The unsecured loan of 257.00 lakhs availed during the year from Dr. Vinay Jain, Managing Director, does not constitute a deposit in terms of Rule 21(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the Director having furnished a declaration in writing to the effect that the amount has not been given out of funds acquired by him by borrowing or accepting loans or deposits from others.
As at 31st March, 2026, the Company has two subsidiary companies, namely (a) VJTF Buildcon Private Limited (CIN: U45400MH2009PTC197093), in which the Company holds 82.42% of the equity share capital, and (b) Happymongo Learning Solutions Private Limited (CIN: U80902KA2020PTC141286), in which the Company holds 51.10% of the equity share capital. There has been no material change in the nature of the business of the subsidiaries during the year under review. The Company does not have any joint venture.
Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the Directors report that no company has become or ceased to be a subsidiary, joint venture or associate company of the Company during the financial year 2025-26. VJTF Buildcon Private Limited, the material unlisted subsidiary of the Company, is a partner in Witty Laxmi Leela Home Creators LLP and LMJF Capital Advisors LLP. The interests of the Group in the said limited liability partnerships, which were presented as equity accounted investees of 742.34 lakhs as at 31st March, 2025, have been presented as investments in the Consolidated Financial Statements as at 31st March, 2026, and the Groups share of loss of 11.14 lakhs for the year in respect of the said investees has been recognised in the Consolidated Statement of Profit and Loss. The particulars of the said entities are set out in Part B of Form AOC-1 annexed to this Report as Annexure I.
Pursuant to Section 129(3) of the Act read with Rule 5 and Rule 8(1) of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1 is annexed to this Report as Annexure I. During the financial year 2025-26, VJTF Buildcon Private Limited recorded total income of ?5.06 lakhs and a Profit after Tax of ?71.71 lakhs (after a tax credit of ?40.77 lakhs), and Happymongo Learning Solutions Private Limited recorded no turnover and a Profit after Tax of ?2.94 lakhs. The contribution of the subsidiaries to the overall performance of the Company is reflected in the Consolidated Financial Statements.
In terms of Regulation 16(1)(c) of the SEBI Listing Regulations, VJTF Buildcon Private Limited, incorporated in Maharashtra, is a material unlisted subsidiary of the Company, its net worth having exceeded ten per cent of the consolidated net worth of the Company and its subsidiaries as at the end of the immediately preceding financial year. The Company has complied with Regulation 24 of the SEBI Listing Regulations in relation to the said subsidiary. Mr. Vishal Punjabi, Independent Director of the Company, is a director on the Board of the said subsidiary; upon completion of his term on the Board of the Company on 29th September, 2026, the Company shall ensure that at least one Independent Director of the Company continues to be a director on the Board of the said subsidiary, as required by Regulation 24(1). The Secretarial Audit Report of the said material unlisted subsidiary for the financial year 2025-26, issued under Regulation 24A of the SEBI Listing Regulations, is annexed to this Report as Annexure IV. Happymongo Learning Solutions Private Limited is not a material subsidiary. The Policy for determining Material Subsidiaries is available at https://www.vjft.com/investor-relations/policy-for-determining-material-subsidiaries
The Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 have been prepared in accordance with Indian Accounting Standard (Ind AS) 110 - Consolidated Financial Statements and Ind AS 28 - Investments in Associates and Joint Ventures, notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, in the Division III format of Schedule III to the Act applicable to NBFCs, and form part of this Annual Report.
In accordance with the fourth proviso to Section 136(1) of the Act and Regulation 46(2)(s) of the SEBI Listing Regulations, the audited Standalone and Consolidated Financial Statements of the Company and the separate audited financial statements of each of its subsidiaries have been placed on the website of the Company at https://www.vjft.com and are available for inspection by any Member at the Registered Office of the Company during business hours on any working day. Any Member desirous of obtaining a copy of the audited financial statements of a subsidiary may write to the Company Secretary at vjftho@vjft.com.
Pursuant to Section 134(3)(l) of the Act, the Directors report that no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which the financial statements relate and the date of this Report. The following events, which do not affect the financial position of the Company, occurred or are scheduled to occur after the close of the financial year:
(a) Mr. Vishal Punjabi (DIN: 07417917), Non-Executive Independent Director, will complete his second term of five consecutive years on 29th September, 2026 and shall cease to hold office as a Director of the Company with effect from the close of business on that date. The composition of the Board will continue to satisfy Regulation 17(1) of the SEBI Listing Regulations and Section 149(4) of the Act, and the requisite intimation shall be made to BSE Limited under Regulation 30 of the SEBI Listing Regulations. The Board places on record its appreciation of the valuable services rendered by Mr. Vishal Punjabi during his tenure.
(b) R S Rajpurohit & Co., Practising Company Secretaries, tendered their resignation as the Secretarial Auditors of the Company with effect from 14th August, 2026, and the Board, on the recommendation of the Audit Committee, appointed M/s. JK & Associates, Company Secretaries, to fill the resulting casual vacancy, as set out in Section 22.3 of this Report.
(c) BSE Limited sought a clarification from the Company on 7th July, 2026, to which the Company responded on 22nd July, 2026.
Pursuant to Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, the Directors report that no significant and material orders were passed by the regulators or courts or tribunals during the year under review which would impact the going concern status of the Company and its operations in future.
| Sr. No. Name | DIN / Membership No. | Designation |
| 1 Dr. Vinay Jain | 00235276 | Managing Director (Promoter) |
| 2 Dr. Raina Vinay Jain | 01142103 | Whole-time Director (Promoter) |
| 3 Mr. Pankaj Shrinivas Aboti | 08206077 | Non-Executive Independent Director |
| 4 Mr. Keshav Gangadhar Kshirsagar | 10309345 | Non-Executive Independent Director |
| 5 Mr. Vishal Punjabi | 07417917 | Non-Executive Independent Director |
| 6 Mr. Sourabh Jain | 08881097 | Non-Executive Independent Director |
| 7 Mr. Nandu Namdev Gite | Not applicable | Chief Financial Officer |
| 8 CS Divya | A40584 | Company Secretary and Compliance Officer |
Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, the Directors report that no Director or Key Managerial Personnel was appointed or ceased to hold office during the financial year 2025-26. The completion of the term of Mr. Vishal Punjabi after the close of the financial year is reported in Section 9 of this Report.
In accordance with Section 152(6) of the Act and the Articles of Association of the Company, Dr. Raina Vinay Jain (DIN: 01142103), Whole-time Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. The Board recommends her re-appointment. The particulars required under Regulation 36(3) of the SEBI Listing Regulations and
In terms of Section 203 of the Act, Dr. Vinay Jain, Managing Director, Dr. Raina Vinay Jain, Whole-time Director, Mr. Nandu Namdev Gite, Chief Financial Officer, and CS Divya, Company Secretary, are the Key Managerial Personnel of the Company. There was no change in the Key Managerial Personnel during the year under review.
All the Independent Directors have submitted declarations under Section 149(7) of the Act and Regulation 25(8) of the SEBI Listing Regulations confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations, that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Conduct of the Company, and 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 with an objective independent judgment and without any external influence. The Board has taken the said declarations on record after undertaking due assessment of their veracity, and is of the opinion that the Independent Directors fulfil the conditions specified in the Act and the SEBI Listing Regulations, are independent of the management, and possess integrity, expertise and experience.
As regards registration in the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs under Section 150(1) of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, the Board has noted the observation of the Secretarial Auditor that the certificates of registration in respect of One Independent Directors were not available with the Company. The explanation of the Board is set out in Section 22.3 of this Report.
None of the Non-Executive Directors of the Company has attained the age of seventy-five years, and accordingly Regulation 17(1A) of the SEBI Listing Regulations is not attracted. None of the Directors of the Company is disqualified under Section 164(2) of the Act, and a certificate to that effect from a Practising Company Secretary under Regulation 34(3) read with Para C(10)(i) of Schedule V to the SEBI Listing Regulations forms part of the Report on Corporate Governance (Annexure VI).
The details of the familiarisation programme imparted to the Independent Directors are available on the website of the Company at https://www.vjft.com/investor-relations
The Board of Directors met four times during the financial year 2025-26, on 30th May, 2025, 14th August, 2025, 14th November, 2025 and 14th February, 2026. The intervening gap between any two consecutive meetings did not exceed one hundred and twenty days, as prescribed under Section 173(1) of the Act and Regulation 17(2) of the SEBI Listing Regulations. The attendance of the Directors at the said meetings is given below:
| Sr. No. Name of Director | Category | Meetings held during tenure | Meetings attended |
| 1 Dr. Vinay Jain | Managing Director | 4 | 4 |
| 2 Dr. Raina Vinay Jain | Whole-time Director | 4 | 4 |
| 3 Mr. Pankaj Shrinivas Aboti | Independent Director | 4 | 4 |
| 4 Mr. Keshav Gangadhar Kshirsagar | Independent Director | 4 | 4 |
| 5 Mr. Vishal Punjabi | Independent Director | 4 | 4 |
| 6 Mr. Sourabh Jain | Independent Director | 4 | 4 |
A separate meeting of the Independent Directors was held in terms of Schedule IV to the Act and Regulation 25(3) of the SEBI Listing Regulations.
The Board has constituted an Audit Committee, a Nomination and Remuneration Committee and a Stakeholders Relationship Committee in accordance with the Act and the SEBI Listing Regulations. The composition of the said Committees as at 31st March, 2026 is given below, and the details of their terms of reference, meetings and attendance are provided in the Report on Corporate Governance.
| Committee | Composition as at 31st March, 2026 |
| Audit Committee | Mr. Pankaj Shrinivas Aboti (Chairperson), Mr. Keshav Gangadhar Kshirsagar and Dr. Vinay Jain |
| Nomination and Remuneration Committee | Mr. Pankaj Shrinivas Aboti (Chairperson), Mr. Keshav Gangadhar Kshirsagar and Mr. Vishal Punjabi |
| Stakeholders Relationship Committee | Mr. Keshav Gangadhar Kshirsagar (Chairperson), Mr. Pankaj Shrinivas Aboti and Dr. Raina Vinay Jain |
Upon completion of the term of Mr. Vishal Punjabi on 29th September, 2026, the Nomination and Remuneration Committee shall be reconstituted so as to comprise at least three Non-Executive Directors, of whom not less than two-thirds are Independent Directors, as required by Regulation 19(1) of the SEBI Listing Regulations and Section 178(1) of the Act. The constitution of a Risk Management Committee under Regulation 21 of the SEBI Listing Regulations and of a Corporate Social Responsibility Committee under Section 135 of the Act is not applicable to the Company.
Pursuant to Section 134(3)(p) of the Act read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and Regulations 17(10) and 19(4) of the SEBI Listing Regulations, the Board carried out an annual evaluation of its own performance, the performance of its Committees and of the individual Directors, on the basis of the criteria formulated by the Nomination and Remuneration Committee, including Board composition and structure, effectiveness of Board processes, flow of information, and the contribution of each Director. The performance of the Independent Directors was evaluated by the entire Board, excluding the Director being evaluated. At their separate meeting, the Independent Directors reviewed the performance of the Non-Independent Directors, the Board as a whole and the Chairperson of the Company, and assessed the quality, quantity and timeliness of the flow of information between the management and the Board.
In terms of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the SEBI Listing Regulations, the Nomination and Remuneration Committee has formulated, and the Board has approved, a Policy relating to the appointment and remuneration of Directors, Key Managerial Personnel and other employees, which lays down the criteria for determining qualifications, positive attributes and independence of a Director. The salient features of the Policy are that the remuneration of Directors, Key Managerial Personnel and other employees shall be reasonable and sufficient to attract, retain and motivate persons of the quality required; that the relationship of remuneration to performance shall be clear and meet appropriate performance benchmarks; and that remuneration shall reflect a balance between fixed and incentive pay appropriate to the working of the Company and its goals. There has been no change in the Policy during the year under review.
During the year under review, all the recommendations made by the Audit Committee were accepted by the Board of Directors. Accordingly, no disclosure is required under Section 177(8) of the Act.
The Company has established a vigil mechanism and adopted a Whistle Blower Policy in terms of Section 177(9) and (10) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, for Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Code of Conduct. The mechanism provides adequate safeguards against victimisation and direct access to the Chairperson of the Audit Committee in appropriate cases. No person has been denied access to the Chairperson of the Audit Committee. The Policy is available at https://www.vjft.com/investor-relations/whistle-blower-policy .
Pursuant to Section 134(3)(n) of the Act, the Directors state that the Company has a framework for the identification, assessment and mitigation of risks, including risks which in the opinion of the Board may threaten the existence of the Company. The Audit Committee exercises oversight in the areas of financial risks and controls, and major risks identified are addressed through mitigating actions on a continuing basis. The requirement of constituting a Risk Management Committee under Regulation 21 of the SEBI Listing Regulations is not applicable to the Company. Further details are provided in the Management Discussion and Analysis Report.
Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Directors report that the Company has in place internal financial controls with reference to financial statements, comprising policies and procedures for ensuring the orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Statutory Auditors have, in their report under Section 143(3)(i) of the Act, expressed an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls with reference to the financial statements. Having regard to the observations of the Secretarial Auditor on compliance systems, the Board has directed that the compliance monitoring framework of the Company be strengthened, as set out in Section 22.3 of this Report.
The Company is an NBFC registered with the RBI. The particulars of loans given, investments made and guarantees given or securities provided, together with the purpose for which the loans, guarantees or securities are proposed to be utilised by the recipients, as required under Section 186(4) of the Act, are set out in Note 4 (Loans) and Note 5 (Investments) to the Standalone Financial Statements. As at 31st March, 2026, loans outstanding aggregated ?3,063.15 lakhs and investments aggregated ?2,489.98 lakhs. The exemptions available under Section 186(11) of the Act have been availed of to the extent applicable.
All contracts, arrangements and transactions entered into by the Company with related parties during the financial year 2025-26 were in the ordinary course of business and on an arms length basis, and were placed before and approved by the Audit Committee in terms of Section 177 of the Act and Regulation 23(2) of the SEBI Listing Regulations. The particulars of the material contracts, arrangements and transactions with related parties referred to in Section 188(1) of the Act, in Form AOC-2 prescribed under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are annexed to this Report as Annexure II.
The following transactions exceeded the materiality threshold under Regulation 23(1) of the SEBI Listing Regulations, namely ten per cent of the annual consolidated turnover of the Company as per its last audited financial statements: (a) deposit against building given to Witty Infratech Private Limited of ?2,840.00 lakhs and received back of ?3,965.28 lakhs; and (b) unsecured loan of ?257.00 lakhs availed from Dr. Vinay Jain, Managing Director. The approval of the Members to the said transactions under Regulation 23(4) of the SEBI Listing Regulations was accorded at the 40th Annual General Meeting held on 12th September, 2025. The approval of the Members is being sought at the ensuing Annual General Meeting for the related party transactions proposed to be entered into by the Company and its unlisted subsidiary, VJTF Buildcon Private Limited, during the financial year 2026-27, the particulars of which are set out in the Explanatory Statement annexed to the Notice convening the Meeting. The Policy on Materiality of and Dealing with Related Party Transactions is available at https://www.vjft.com/investor-relations/related-parties-transaction-policy .
Disclosure under Para A(2A) of Schedule V to the SEBI Listing Regulations - transactions with persons belonging to the promoter / promoter group holding ten per cent or more of the equity shares of the Company:
(? in lakhs)
| Name of the related party | Shareholding as at 31st March, 2026 | Nature of transaction | Amount for FY 2025-26 | Balance as at 31st March, 2026 |
| Dr. Vinay Jain | 75,49,769 equity shares (42.90%) | Managerial remuneration | 10.50 | 0.50 (payable) |
| Unsecured loan received | 257.00 | 257.00 (payable) | ||
| Dr. Raina Vinay Jain | 54,27,051 equity shares (30.84%) | Managerial remuneration | 10.50 | 0.50 (payable) |
M/s. R A N K & Associates, Chartered Accountants (Firm Registration No. 105589W), were appointed by the Members at the 40th Annual General Meeting held on 12th September, 2025 as the Statutory Auditors of the Company, in the casual vacancy caused by the resignation of the previous Statutory Auditors, to hold office until the conclusion of the 41st Annual General Meeting. On the recommendation of the Audit Committee, the Board has recommended their appointment as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 41st Annual General Meeting until the conclusion of the 46th Annual General Meeting, for the audit of the financial statements for the financial years 2026-27 to 2030-31, subject to the approval of the Members at the ensuing Annual General Meeting, in accordance with Sections 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules, 2014. The Statutory Auditors have furnished their consent and a certificate confirming their eligibility under Section 141 of the Act.
The Statutory Auditors Report on the Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026 forms part of this Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer. The Statutory Auditors have drawn attention to two matters by way of Emphasis of Matter, and have stated that their opinion is not modified in respect of those matters. Further, in the Annexure to the Independent Auditors Report on the Standalone Financial Statements furnished under the Companies (Auditors Report) Order, 2020 (CARO 2020), the Statutory Auditors have stated that they are unable to comment on certain matters under clause 3(iii) of the said Order. Pursuant to Section 134(3)(f)(i) of the Act, the said matters and the explanations and comments of the Board thereon are set out below:
| Sr. No. Emphasis of Matter / Observation in the Statutory Auditors Report | Explanation and Comments of the Board |
| 1 Emphasis of Matter - Note 47 to the Standalone Financial Statements: The Company is registered with the RBI as a Non-Deposit taking NBFC. The Company had submitted an application in earlier years to the RBI for surrender of its NBFC-ND registration and was awaiting a response from the RBI; no update having been received, the Company subsequently withdrew the said application. The Company has prepared the financial statements under Division III of Schedule III to the Act, as applicable to NBFCs, and the figures of previous periods have been regrouped and reclassified accordingly. | The matter is self-explanatory. The Company intends to continue as an NBFC-ND, and its Certificate of Registration continues to be held by the Company and is not shown as cancelled in the records of the RBI as on the date of this Report. The position is set out in Sections 3 and 23 of this Report and against Observation 1 of the Secretarial Audit Report in Section 22.3. |
| 2 Emphasis of Matter - Compliance with RBI directions: The Statutory Auditors have drawn attention to the fact that the Company has not complied with certain directions, circulars and regulatory requirements issued by the RBI that were applicable to the Company. As represented by the Management, the Company is in the process of taking appropriate corrective measures to address and regularise such instances of non-compliance. | The Board has taken note of the observation. The Company is undertaking a comprehensive review of the applicable RBI directions, circulars and regulatory requirements and is taking corrective measures to regularise the instances of non-compliance. The Company is also strengthening its internal compliance and monitoring mechanisms to ensure adherence to the applicable RBI requirements on an ongoing basis. The specific actions are set out against Observations 1 and 5 of the Secretarial Audit Report in Section 22.3 and in Section 23 of this Report. |
| 3 CARO 2020 - clauses 3(iii)(c), (d) and (f): In respect of the loans granted by the Company, the schedule of repayment of principal and payment of interest has not been stipulated; the Statutory Auditors are therefore unable to comment on whether the repayments or receipts of principal and interest are regular and whether any amount is overdue for more than ninety days. The loans are repayable on demand, and the aggregate amount of such loans granted to related parties is Nil. | The loans granted by the Company are inter-corporate deposits repayable on demand, and interest thereon has been recognised and received in accordance with the terms agreed with the borrowers. The Board has directed that the terms of all loans, including the tenure, the schedule of repayment of principal and the periodicity of payment of interest, be documented in writing, and that the ageing and recovery status of all loans be reviewed by the Audit Committee every quarter. |
Pursuant to Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A(1A) of the SEBI Listing Regulations, the Members, at the 40th Annual General Meeting held on 12th September, 2025, approved the appointment of CS Rajvirendra Singh Rajpurohit, Proprietor, R S Rajpurohit & Co., Practising Company Secretaries (FCS No. 11346, C.P. No. 15891, Peer Review Certificate No. S2016MH364200), as the Secretarial Auditor of the Company for a term of five consecutive financial years from 2025-26 to 2029-30. The Secretarial Audit Report in Form MR-3 for the financial year ended 31st March, 2026, issued by R S Rajpurohit & Co., is annexed to this Report as Annexure III.
Resignation of the Secretarial Auditors and filling of the casual vacancy: R S Rajpurohit & Co., Practising Company Secretaries, vide their letter dated 14th August, 2026, tendered their resignation from the office of Secretarial Auditors of the Company with effect from 14th August, 2026, and the resignation, together with the reasons therefor, was disclosed to BSE Limited in terms of Regulation 30 read with Part A of Schedule III to the SEBI Listing Regulations. In terms of Regulation 24A of the SEBI Listing Regulations, the Board of Directors, on the recommendation of the Audit Committee, at its meeting held on 14th August, 2026, appointed M/s. JK & Associates, Company Secretaries in Practice (Firm Unique Identification No. 12019HR1977400; Peer Review Certificate No. 2659/2022), as the Secretarial Auditors of the Company to fill the casual vacancy with effect from 14th August, 2026, to hold office until the conclusion of the ensuing Annual General Meeting. The Board has further recommended the appointment of M/s. JK & Associates as the Secretarial Auditors of the Company for a term of five consecutive financial years, from the financial year 2026-27 to the financial year 2030-31, subject to the approval of the Members at the ensuing Annual General Meeting. M/s. JK & Associates have furnished their consent and eligibility certificate in terms of Regulation 24A of the SEBI Listing Regulations.
The Secretarial Audit Report contains seven qualifications, reservations and observations. Pursuant to Section 134(3)(f)(ii) of the Act, the explanations and comments of the Board on each of them are furnished below:
| Sr. No. Qualification / Reservation / Observation of the Secretarial Auditor | Explanation and Comments of the Board |
| 1 Status of the Company as a registered NBFC. The Company holds a Certificate of Registration under Section 45-IA of the RBI Act, 1934 as a non-deposit taking NBFC. The Statutory Auditors have drawn attention to Note 47 to the Standalone Financial Statements, which states that the Company had in earlier years applied to the RBI for surrender of its registration and subsequently withdrew the application; however, no copy of the said application or its withdrawal, and no decision or correspondence evidencing either the surrender of the Certificate or the regularisation of the Companys status with the RBI, was placed before the Secretarial Auditor. As at 31st March, 2026, financial assets constituted 47.30% of total assets (72.90% as at 31st March, 2025), owing to the recognition of Investment Property of \u20b95,184.61 lakhs, and the Company does not appear to satisfy the asset limb of the principal business criteria. The Secretarial Auditor has suggested that the Board take an early and recorded decision either to regularise the position with the RBI or to apply for surrender of the Certificate. | The Board has noted the observation. As stated in Note 47 to the Standalone Financial Statements, the application made in earlier years for surrender of the Certificate of Registration was withdrawn by the Company, and the Company intends to continue as an NBFC-ND. The Certificate of Registration continues to be held by the Company and is not shown as cancelled in the records of the RBI as on the date of this Report. The reduction in the proportion of financial assets arose from the recognition of Investment Property of \u20b95,184.61 lakhs during the year. The Board has decided to continue the registration of the Company as an NBFC and has initiated a review of the composition of the Companys assets and income with a view to realigning the same so as to satisfy the principal business criteria prescribed by the RBI, and of its future business model in the light of the altered Objects Clause. The requisite intimations and submissions will be made to the RBI, and progress will be reported to the Board at each meeting. |
| 2 Registration of Independent Directors in the data bank. In respect of two of the four Independent Directors, the certificate of registration in the data bank maintained by the Indian Institute of Corporate Affairs was not available with the Company and the declaration under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014 was not taken on record by the Board; the Secretarial Auditor was therefore unable to verify whether their registration subsists and whether they have passed, or are exempt from, the online proficiency self-assessment test. | The Company has taken up the matter with the Independent Directors concerned. Their certificates of registration issued by the Indian Institute of Corporate Affairs and the declarations under Rule 6(3) of the said Rules are being obtained and will be placed before the Board and taken on record. The Company has also put in place a system for annual verification of the registration and renewal status of every Independent Director on the portal of the Indian Institute of Corporate Affairs, at the time the declarations under Section 149(7) of the Act are received. |
| 3 Structured Digital Database under the SEBI (Prohibition of Insider Trading) Regulations, 2015. Although the requisite software was procured and installed, no entries were made in the Structured Digital Database during the year under review, notwithstanding that unpublished price sensitive information relating to the quarterly financial results was shared with the Statutory Auditors, Internal Auditor, Registrar and Share Transfer Agent and other intermediaries, contrary to Regulations 3(5) and 3(6). | The Board acknowledges the lapse. The Compliance Officer has been directed to commence recording of entries in the Structured Digital Database forthwith, with time-stamping and audit trails, and to reconstruct the entries for the financial year 2025-26 from contemporaneous records with an appropriate explanatory note. Compliance with Regulations 3(5) and 3(6) of the said Regulations will be reviewed by the Audit Committee every quarter. |
| 4 Website of the Company under Regulation 46. The website was not kept updated, in as much as (a) it continues to name the previous Statutory Auditors; (b) the Notice of the Annual General Meeting held on 12th September, 2025 was not uploaded; (c) the shareholding pattern and quarterly Corporate Governance Reports are provided only as hyperlinks to the website of BSE Limited; (d) the hyperlink for the Statement of Investor Grievances misdirects; (e) no schedule of analyst or institutional investor meets or presentations has been disseminated; and (f) the website continues to describe the divested school operations and carries a copyright notice of 2020. | The Company is revamping its website. The particulars of the Statutory Auditors, the Notices of General Meetings, the shareholding patterns, the quarterly Corporate Governance Reports, the Statement of Investor Grievances and the description of the Companys business are being updated and hosted on the Companys own website, the defective hyperlinks are being rectified, and the requisite disclosure regarding analyst or institutional investor meets will be made. A process has been put in place to ensure that every change is updated within time frame, as required by Regulation 46(3) of the SEBI Listing Regulations. |
| 5 Compliances under the Reserve Bank of India Act, 1934 and the Directions issued thereunder. The following were called for but not produced: (a) the periodical returns filed with the RBI, including Return DNBS-10, and the acknowledgements thereof; (b) the Statutory Auditors certificate required under the applicable RBI Directions and its submission to the RBI; (c) the Board-approved policies required under the applicable RBI Directions, including the Fair Practices Code, the KYC and Anti-Money Laundering Policy, the Information Technology framework and the Grievance Redressal Mechanism; (d) evidence of membership of all Credit Information Companies and of registration with the Central KYC Records Registry and the Financial Intelligence Unit - India; and (e) the display of the particulars of the Reserve Bank - Integrated Ombudsman Scheme, 2021. | The Board has directed a comprehensive review of the Companys compliance with the RBI Act, 1934 and the Directions issued thereunder, including the Master Directions issued by the RBI on 28th November, 2025. The periodical returns and acknowledgements, the Statutory Auditors certificate and the evidence of membership and registrations are being compiled and will be placed before the Board. Any return, certificate, policy, membership or registration found to be pending will be filed, adopted or obtained forthwith, with appropriate explanation to the RBI wherever required, and the particulars of the Integrated Ombudsman Scheme will be displayed at the registered office and on the website. Progress will be reported to the Board at each meeting until the process is completed. |
| 6 Delay in publication of financial results under Regulation 47. The financial results for the quarters ended 30th June, 2025, 30th September, 2025 and 31st December, 2025, approved on 14th August, 2025, 14th November, 2025 and 14th February, 2026, were published in the newspapers on 19th August, 2025, 19th November, 2025 and 17th February, 2026 respectively, beyond the period of forty-eight hours prescribed by Regulation 47(3). The results were submitted to BSE Limited within the period prescribed by Regulation 33(3). | The Board regrets the delay, which was occasioned by administrative reasons. A publication protocol has been put in place with the Companys advertising agency to ensure publication within forty-eight hours of the conclusion of the Board Meeting. |
The Secretarial Auditor has further reported that, having regard to Observations 1, 3, 5 and 6, the systems and processes of the Company for monitoring and ensuring compliance with applicable laws require to be strengthened. The Board accepts this assessment and has directed the Company Secretary and Compliance Officer to implement a compliance calendar and monitoring tool covering the Act, the SEBI Listing Regulations, the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the RBI Act, 1934 and the Directions issued thereunder, and to place a quarterly compliance certificate, together with an action-taken report on the above observations, before the Audit Committee and the Board.
Pursuant to Regulation 24A(1) of the SEBI Listing Regulations, the Secretarial Audit Report of VJTF Buildcon Private Limited, the material unlisted subsidiary of the Company, for the financial year ended 31st March, 2026 is annexed to this Report as Annexure IV.
The Annual Secretarial Compliance Report for the financial year ended 31st March, 2026, under Regulation 24A(2) of the SEBI Listing Regulations, was submitted to BSE Limited on 30th May, 2026, within sixty days from the end of the financial year, and is available on the website of the Company.
M/s. Manish Chandak & Associates, Chartered Accountants, Mumbai, carried out the internal audit of the Company for the financial year 2025-26 in terms of Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, and their reports were reviewed by the Audit Committee from time to time. The Board of Directors, at its meeting held on Saturday, 30th May, 2026, has re-appointed them as the Internal Auditors of the Company for the financial year 2026-27.
Pursuant to Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014, the Directors report that the maintenance of cost records has not been specified by the Central Government under Section 148(1) of the Act in respect of the business activities carried on by the Company, and accordingly the requirement of maintenance of cost records and of cost audit is not applicable.
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee or the Board, under Section 143(12) of the Act, any instance of fraud committed against the Company by its officers or employees. Accordingly, there is nothing to report under Section 134(3)(ca) of the Act.
The Company holds Certificate of Registration No. 13.00998 dated 5th September, 1998 issued by the RBI under Section 45-IA of the Reserve Bank of India Act, 1934, as a Non-Banking Financial Company not accepting public deposits, and is classified in the Base Layer under the scale based regulatory framework. As stated in Note 47 to the Standalone Financial Statements, the Company had, in earlier years, submitted an application to the RBI for surrender of the said Certificate of Registration and was awaiting a response from the RBI; no response having been received, the Company subsequently withdrew the said application. The Company intends to continue as an NBFC. The Certificate of Registration continues to be held by the Company and is not shown as cancelled in the records of the RBI as on the date of this Report. The RBI, on 28th November, 2025, issued consolidated Master Directions for NBFCs, including the Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025, which, inter alia, repealed the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. References in this Section to the applicable RBI Directions are to the Directions as in force from time to time during the year.
The Directors draw the attention of the Members to the fact that, as at 31st March, 2026, the financial assets of the Company aggregated ?5,601.38 lakhs against total assets of ?11,841.51 lakhs, being 47.30% of total assets, as against 72.90% as at 31st March, 2025, the reduction being attributable to the recognition of Investment Property of ?5,184.61 lakhs during the year. The principal business criteria prescribed by the RBI require financial assets to constitute more than fifty per cent of total assets and income from financial assets to constitute more than fifty per cent of gross income. Income from financial assets, comprising interest and dividend income of 295.03 lakhs, constituted 98.17% of the gross income of 300.53 lakhs for the year, and the income limb of the said criteria continues to be satisfied. The Board is seized of the matter and the action being taken is set out against Observation 1 in Section 22.3 of this Report.
The Board-approved policies and codes required under the applicable RBI Directions, including the Fair Practices Code, the Know Your Customer and Anti-Money Laundering Policy, the Interest Rate Policy, the Information Technology framework and the Grievance Redressal Mechanism, are being reviewed and, to the extent not already adopted, will be placed before the Board for adoption, as stated against Observation 5 in Section 22.3 of this Report. The particulars of the Reserve Bank - Integrated Ombudsman Scheme, 2021 will be displayed at the registered office and on the website of the Company.
Section 45-IC of the RBI Act, 1934 requires every NBFC to create a reserve fund and transfer thereto not less than twenty per cent of its net profit every year, as disclosed in the Statement of Profit and Loss, before any dividend is declared, and provides that no appropriation of any sum from the reserve fund shall be made except for the purpose specified by the RBI and that every such appropriation shall be reported to the RBI within twenty-one days. The Company having incurred a net loss of 82.49 lakhs during the financial year 2025-26, no amount was required to be transferred to the Statutory Reserve Fund for the year. As reflected in Note 18 to the Standalone Financial Statements, an amount of 16.50 lakhs, being twenty per cent of the net loss for the year, has been transferred from the Statutory Reserve Fund to Retained Earnings during the year, and the balance in the Statutory Reserve Fund as at 31st March, 2026 stood at 117.01 lakhs (133.51 lakhs as at 31st March, 2025). The Board has directed that the said transfer be reviewed in the light of the requirements of Section 45-IC(2) and (3) of the RBI Act, 1934, and that the requisite reporting to, or approval of, the RBI be sought wherever required.
The owned funds of the Company as at 31st March, 2026, comprising the paid-up equity share capital of 1,760.00 lakhs and other equity of 6,783.28 lakhs, aggregated 8,543.28 lakhs, and the Net Owned Fund of the Company, computed in the manner laid down in Section 45-IA of the RBI Act, 1934 and the applicable RBI Directions, is in excess of the minimum Net Owned Fund prescribed for the Company, including under the applicable glide path. The total outside liabilities of the Company as at 31st March, 2026 aggregated 3,298.23 lakhs against owned funds of 8,543.28 lakhs, resulting in a leverage ratio of 0.39 times, which is well within the ceiling of seven times prescribed for an NBFC in the Base Layer.
The Company has followed the norms relating to income recognition, asset classification and provisioning prescribed by the RBI for an NBFC in the Base Layer, read with the impairment requirements of Ind AS 109 - Financial Instruments, and has recognised the higher of the provisions so computed, as disclosed in the Notes to the Standalone Financial Statements. As disclosed in Note 28 to the Standalone Financial Statements, the Capital to Risk-weighted Assets Ratio of the Company as at 31st March, 2026 was 81.22% (Tier I: 81.09%; Tier II: 0.13%), as against 72.45% as at 31st March, 2025, which is well in excess of the minimum prescribed by the RBI.
During the year under review, there was no change in the management or control of the Company, and no acquisition or transfer of shares or change in shareholding requiring the prior written approval of the RBI. There was no change in the registered office of the Company requiring intimation to the RBI.
The periodical returns required to be filed with the RBI, the certificate of the Statutory Auditors required under the applicable RBI Directions, and the evidence of the Companys membership of Credit Information Companies under Section 2A of the Credit Information Companies (Regulation) Act, 2005 and of its registration with the Central KYC Records Registry and the Financial Intelligence Unit - India are being compiled and will be placed before the Board, as stated against Observation 5 in Section 22.3 of this Report.
Having regard to its classification in the Base Layer, its asset size and its status as a non-deposit taking NBFC, the following requirements are not applicable to the Company for the year under review: (a) the governance requirements prescribed for NBFCs in the Middle Layer and above, including the constitution of a Risk Management Committee under the RBI Directions and the appointment of a Chief Compliance Officer; (b) Risk Based Internal Audit; (c) the appointment of an Internal Ombudsman; (d) the RBI Guidelines for Appointment of Statutory Central Auditors / Statutory Auditors dated 27th April, 2021, which apply to NBFCs having an asset size of ?1,000 crore and above; and (e) the requirements applicable to deposit-taking NBFCs.
No fraud was detected in, or reported by, the Company to the RBI during the year under review. The disclosures required to be made in the notes to the financial statements of an NBFC under the applicable RBI Directions have been made by way of an Annexure to the Standalone Financial Statements, as stated in Note 33 thereto, to the extent applicable.
Pursuant to Sections 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended 31st March, 2026 in Form MGT-7 is available on the website of the Company at https://www.vjft.com/investor-relations .
The Company does not meet any of the criteria specified in Section 135(1) of the Act and, accordingly, the provisions relating to Corporate Social Responsibility are not applicable to the Company for the financial year 2025-26.
Pursuant to Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the Directors state that, having regard to the nature of the Companys business, which does not involve any manufacturing activity, the particulars relating to conservation of energy and technology absorption are not applicable. The Company had no foreign exchange earnings or outgo during the year under review.
(i) Ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2025-26, and the percentage increase / (decrease) in the remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year:
(? in lakhs)
| Name | Designation | Remuneration FY 2025-26 | Remuneration FY 2024-25 | % increase / (decrease) | Ratio to median remuneration of employees |
| Dr. Vinay Jain | Managing Director | 10.50 | 60.00 | (82.50)% | 2.61:1 |
| Dr. Raina Vinay Jain | Whole-time Director | 10.50 | 60.00 | (82.50)% | 2.61:1 |
| Mr. Pankaj Shrinivas Aboti | Independent Director | Nil | Nil | Not applicable | Not applicable |
| Mr. Keshav Gangadhar Kshirsagar | Independent Director | Nil | Nil | Not applicable | Not applicable |
| Mr. Vishal Punjabi | Independent Director | Nil | Nil | Not applicable | Not applicable |
| Mr. Sourabh Jain | Independent Director | Nil | Nil | Not applicable | Not applicable |
| Mr. Nandu Namdev Gite | Chief Financial Officer | - | - | 8.00% | Not applicable |
| CS Divya | Company Secretary and Compliance Officer | - | - | Nil | Not applicable |
Notes: (a) The remuneration of the Managing Director and the Whole-time Director is as disclosed in Note 32 to the Standalone Financial Statements. (b) No sitting fees or commission were paid to the Independent Directors during the year. (c) The employee benefits expense of the Company for the financial year 2025-26 aggregated ?88.13 lakhs, comprising salaries and wages of ?84.40 lakhs and gratuity of ?3.73 lakhs (Note 25 to the Standalone Financial Statements). The median remuneration of the employees of the Company for the financial year 2025-26 was ?4.02 lakhs.
(ii) Percentage increase in the median remuneration of employees in the financial year: Not comparable, the employee base of the Company having changed consequent upon the divestment of the school business.
(iii) Number of permanent employees on the rolls of the Company as at 31st March, 2026: 21.
(iv) Average percentile increase in the salaries of employees other than the managerial personnel in the last financial year, its comparison with the percentile increase in the managerial remuneration, and justification thereof: There was no increase in the salaries of employees other than the managerial personnel, whereas the managerial remuneration of the Managing Director and the Whole-time Director decreased by 82.50%, in view of the inadequacy of profits during the year. There were no exceptional circumstances for any increase in managerial remuneration.
(v) Key parameters for any variable component of remuneration availed by the Directors: No variable component of remuneration was availed by the Directors during the year. The remuneration of the Managing Director and the Whole-time Director is within the limits prescribed under Section 197 read with Schedule V to the Act, as confirmed by the Statutory Auditors in their report under Section 197(16) of the Act.
(vi) Affirmation: It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the Company.
During the year under review, no employee of the Company was in receipt of remuneration of ?1.02 crore or more per annum if employed throughout the financial year, or ?8.50 lakhs or more per month if employed for part of the financial year, and no employee was in receipt of remuneration in excess of that drawn by the Managing Director or the Whole-time Director while holding, by himself or along with his spouse and dependent children, not less than two per cent of the equity shares of the Company. In terms of the first proviso to Section 136(1) of the Act, the statement containing the names of the top ten employees in terms of remuneration drawn is available for inspection by the Members, and any Member interested in obtaining a copy may write to the Company Secretary.
Pursuant to Rule 8(5)(xiv) of the Companies (Accounts) Rules, 2014, the gender-wise composition of the employees of the Company as at 31st March, 2026 is as follows:
| Category | Number of employees |
| Male | 10 |
| Female | 11 |
| Transgender | Nil |
| Total | 21 |
The Company has zero tolerance towards sexual harassment at the workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the said Act. Pursuant to Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025, the details for the financial year 2025-26 are as follows:
Pursuant to Rule 8(5)(xiii) of the Companies (Accounts) Rules, 2014, the Directors state that the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including those relating to maternity leave, medical bonus and nursing breaks.
The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) read with Part B of Schedule V to the SEBI Listing Regulations, is annexed to this Report as Annexure V.
The Company is committed to maintaining the highest standards of corporate governance and adheres to the requirements set out in Regulations 17 to 27 of the SEBI Listing Regulations. The Report on Corporate Governance, as stipulated under Regulation 34(3) read with Para C of Schedule V to the SEBI Listing Regulations, is annexed to this Report as Annexure VI, together with the Declaration by the Managing Director on compliance with the Code of Conduct, the Managing Director and Chief Financial Officer Certification under Regulation 17(8), the Certificate of Non-Disqualification of Directors, and the Certificate from the Practising Company Secretary regarding compliance with the conditions of corporate governance.
The equity shares of the Company are listed on BSE Limited (Scrip Code: 509026). The Company has paid the annual listing fees of ?3,83,500 for the financial year 2025-26 to BSE Limited.
The Directors state that the Company has devised proper systems to ensure compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India, namely SS-1 on Meetings of the Board of Directors and SS-2 on General Meetings, and that such systems are adequate and operating effectively.
(a) Insolvency and Bankruptcy Code, 2016: Pursuant to Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, no application has been made by or against the Company, and no proceeding is pending, under the Insolvency and Bankruptcy Code, 2016 during the year under review or as at the date of this Report.
(b) One-time settlement: Pursuant to Rule 8(5)(xii) of the said Rules, the Company has not entered into any one-time settlement with any bank or financial institution, and accordingly the disclosure of any difference in valuation is not applicable.
(c) Revision of financial statements or Boards Report: There was no revision of the financial statements or of the Boards Report of the Company in respect of any of the three preceding financial years, under Section 131 of the Act or otherwise.
(d) Investor Education and Protection Fund: The Company has not declared any dividend in any of the preceding seven financial years. Accordingly, there is no unpaid or unclaimed dividend required to be transferred to the Investor Education and Protection Fund under Section 125 of the Act, and no shares are liable to be transferred to the said Fund under Section 124(6) of the Act.
(e) Green initiative: In terms of Sections 101 and 136 of the Act, Regulation 36 of the SEBI Listing Regulations and the circulars issued by the Ministry of Corporate Affairs and SEBI, the Notice of the Annual General Meeting and the Annual Report for the financial year 2025-26 are being sent by electronic mode to the Members whose e-mail addresses are registered with the Company, the Registrar and Share Transfer Agent or the Depository Participants. Members who have not registered their e-mail addresses are requested to do so with their Depository Participants (for shares held in dematerialised form) or with the Registrar and Share Transfer Agent (for shares held in physical form).
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and there are no material departures from the same;
(b) 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 as at 31st March, 2026 and of the loss of the Company for the year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively, subject to the strengthening measures stated in Section 22.3 of this Report.
Your Directors wish to place on record their appreciation for the assistance and co-operation received from the Reserve Bank of India, the Securities and Exchange Board of India, BSE Limited, the Ministry of Corporate Affairs, other Government and regulatory authorities, banks, financial institutions, vendors and business associates, and the Members of the Company. Your Directors also place on record their appreciation of the commitment and dedicated services rendered by the employees of the Company.
For and on behalf of the Board of Directors
VJTF Eduservices Limited
Dr. Vinay Jain - Managing Director - DIN: 00235276
Dr. Raina Vinay Jain - Whole-time Director - DIN: 01142103
Place: Mumbai Date: 5th September, 2026
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