Your directors are pleased to present the 38th Annual Report of the Company together with the Audited Annual Accounts for the year ended 31st March, 2025.
1. Financial Results
| Particulars | For the year ended 31st March, 2025 | For the year ended 31st March, 2024 |
| Total Income | 10,362.32 | 41,009.15 |
| Less: Total Expenditure | 4,259.08 | 2,304.14 |
| Less: Finance Cost | 16.71 | 20.56 |
| Gross Profit/(loss) | 6,086.53 | 38,684.45 |
| Less: Depreciation | 443.96 | 570.05 |
| Profit/ (loss) before tax | 5,642.57 | 38,114.40 |
| Less: Current Tax | (1,257.00) | (11,062.78) |
| Add: Deferred Tax | 147.19 | 4,970.37 |
| Net Profit/ (loss) after tax | 4,532.76 | 32,021.99 |
| Paid up Equity Share Capital (excluding calls in arrears) | 3,413.25 | 3,491.82 |
| Reserves excluding revaluation reserve | 1,90,562.49 | 1,97,411.05 |
| Earnings per share (Rs.) | 13.19 | 91.89 |
* (Figures have been regrouped / recast to conform to current years 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 Companys 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 Companys 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 Companys 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 Companys operations include changes in government regulations, tax regimes, economic developments within the country and abroad, and other related factors.
3. 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 Rs. 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 31st, 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. 26th August, 2024. The buyback of equity shares through the Tender Offer route commenced on 30th August, 2024 and concluded on 5th 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 18th 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 9th, 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 13th, 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 13th, 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 29th, 2024 till March 28th, 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 29th, 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 31st, 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:
| S. No. Name of the Director | Whether Chairman / Member | Whether attended meeting held on 26/03/2025 |
| 1 Shri Anoop Mishra | Chairman | Yes |
| 2 Shri D. K. Mehrotra | Member | Yes |
| 3 Shri Najeeb Hamid Jung | Member | No |
| 4 Shri Adesh Kumar Jain | Member | Yes |
| 5 Mrs. Neeraj Vinay Bansal | Member | Yes |
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 31st 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 Boards/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 Boards and Committees composition; strategy, risk and controls; decision-making, roles and performance of the Chairman, independent directors, executive directors and other nonexecutive 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 Directors 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 Companys 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 spending in the F. Y. 2024-2025. The utilization statement is appended below:
# approved as an Ongoing Project, no amount was disbursed during F.Y. 2024-25 and the entire amount allocated was deposited in VLS Finance Limited- Unspent Corporate Social Responsibility Account (‘UCSR account) in pursuance to Section 135(6) for the Companies Act, 2013 read with Rule 2(1)(i) the Companies (Corporate Social Responsibility Policy) Rules, 2014.
For the financial year 2024-25, from the entire corpus available for CSR initiative by the Company, Rs. 2,95,16,289/- had been spent in various projects (including Rs. 78,30,909/- transferred to CLEAN GANGA FUND) during the entire financial year and an amount of Rs. 1,51,80,041/- had been deposited in VLS Finance Limited- Unspent Corporate Social Responsibility Account in pursuance to Section 135(6) for the Companies Act, 2013 read with Rule 2(1)(i) the Companies (Corporate Social Responsibility Policy) Rules, 2014. No unspent amount has been left in the corpus for the financial 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 31st, 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 Companys 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 Companys 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 40th Annual General Meeting of the Company subject to applicable regulations. The members in the 35th 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 Companys 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 Boards 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 employees 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 Companys 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 Companys 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 | |
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