V B Desai Financial Services Ltd

Overview

• Total income for year: Rs 393.58 lakh; PAT: Rs 86.90 lakh.
• Earnings per share: Rs 1.92; no dividend recommended.
• Revenue from operations: Rs 283.83 lakh; other income: Rs 109.75 lakh.
• YoY: revenue up 18.27%; PAT up 55.68%.

Business & segment

• Single segment: Merchant Banking and related services; no change in nature.
• Revenue mix comprises advisory, valuation, ESOP and due diligence services.
• No subsidiaries or joint ventures reported.

Margins & profitability

• Operating margin 41.15%; net margin 30.62%.
• Return on equity 6.96%; improved profitability year-on-year.

Liquidity & cash flow

• Net cash from operations: Rs 26.03 lakh.
• Cash and cash equivalents at year-end: Rs 71.64 lakh.
• Working capital: Rs 222.30 lakh; current ratio: 8.37x.

Capital structure

• Equity share capital: Rs 453.81 lakh; total equity: Rs 1,291.57 lakh.
• Reserves: Rs 837.76 lakh; no debt outstanding; no deposits.

Related party transactions

• RPTs require shareholders’ approval; omnibus board approval obtained.
• Aarayaa Advisory Services: max Rs 3.00 crore per annum.
• Desai Investments Private Limited: max Rs 2.00 crore per annum.
• VBD Capital Advisors Private Limited: max Rs 0.25 crore per annum.
• RPTs are in ordinary course and arm’s length; related parties abstain from voting.

Governance & board changes

• Hemendra J. Shroff appointed Executive Director cum CFO for 5 years from 17 Aug 2026.
• Suraj Ravishchandra Vishwakarma appointed Independent Director for 5 years to 2031.
• Nilesh R. Doshi served as Independent Chairman until 29 Jul 2026; Sagar Yadav chairs from 17 Aug 2026.

Auditors & compliance

• Statutory auditor: M/s N.S. Shetty & Co.; Secretarial auditor: Amosh Archapelli & Associates.
• No material qualifications in auditors’ report; secretarial audit observes compliance.

Outlook & risk

• Outlook: Positive sector environment; focus on merchant banking and advisory services.
• Risks: Regulatory changes; currency and market conditions; manage counterparty risk.

AGM Details

• AGM date/time and mode: Sept 17, 2026 at 11:30 AM via VC/OAVM.
• Record/book closure: Sept 11–16, 2026.

Ordinary Business

• Adopt P&L and Balance Sheet for year ended March 31, 2026.
• Re-appoint Manoj T. Shroff by rotation.

Special – ED/CFO appointment

• Appoint Hemendra J. Shroff as Executive Director cum CFO for five years (Aug 17, 2026–Aug 16, 2031).

Special – Independent Director

• Appoint Suraj Ravishchandra Vishwakarma as Independent Director for five years.

Special – Related Party Transactions

• Approval of related party transactions with three entities; window up to fifteen months.

Remuneration – ED/CFO

• Remuneration: Rs 40,000/month; five-year term; PF, gratuity, leave encashment.

RPT Details

• Aarayaa Advisory Services: professional fees up to Rs 3 crore.
• Desai Investments Private Limited: inter-corporate loan/investments up to Rs 2 crore.
• VBD Capital Advisors Private Limited: professional fees up to Rs 25 lakh.

AGM book closure & e-voting

• Book closure for equity shares from 11-09-2026 to 16-09-2026 for the AGM.
• Remote e-voting from 14 Sep 2026, 9:00 to 16 Sep 2026, 17:00 IST; cut-off 10 Sep 2026.
• Record date not applicable for the AGM.

New appointments

• Appointment: Suraj Ravishchandra Vishwakarma appointed as Non-Executive Independent Director.
• Date of appointment: August 17, 2026.
• Profile: B.Com, LLM, Cyber Law PGD; 10+ years in cyber, criminal, civil law.
• Not related to directors/promoter group; not debarred; no listed directorships.
• Appointment: Hemendra Jitendra Shroff appointed as Non-Independent Executive Director cum CFO.
• Date: August 17, 2026.
• Profile: 27+ years in investment banking.
• Related to promoter group: Jitendra R. Shroff, Pradip R. Shroff, Manoj T. Shroff.
• Not debarred; NIL directorships in listed companies.

Committee reconstitution

• Audit Committee re-constituted; Suraj Vishwakarma added as Independent member.
• Nomination and Remuneration Committee: Vishwakarma as Chairman; Kapadia as member.
• Risk Management Committee: Vishwakarma added as Non-Executive Independent member.

Demise of CFO (KMP)

• Shashank Shripad Vijayakar, Chief Financial Officer, designated as Key Managerial Person.
• Category: Key Managerial Personnel (KMP).
• Date of demise: August 09, 2026.
• Impact: cessation of KMP status due to demise.
• Interim arrangements not disclosed.

Financial results & audit

• Board approved unaudited standalone results for quarter ended 30 Jun 2026; auditor gave unmodified opinion.
• Regulation 33(3)(d) SEBI LODR compliance noted in the release.
• Limited Review Report states Mar 31, 2026 figures are balancing figures.
• Unaudited results pertain to standalone financials.

Director resignation

• Mr. Nilesh Ramanlal Doshi resigned as Independent Director and Chairman.
• Reason: health problems; resignation effective 29 July 2026.
• Board accepted the resignation; annexures filed as per listing regulations.

Board meeting details

• Board meeting held on 29 July 2026; 11:45 am to 12:30 pm.

Meeting Details

• Date: July 29, 2026; time and venue not disclosed.

Key Agenda Items

• Approve unaudited financial results for quarter ended June 30, 2026.
• Any other matter with permission of Chair and majority of directors present.

Other Notes

• Notice of board meeting issued July 17, 2026.

Dematerialisation processing and listing status

• Dematerialisation requests processed and confirmed to depositories; listed securities aligned with existing issues.
• Physical certificates were mutilated and cancelled after verification; depository name substituted as registered owner in records within timelines.

Trading Window Closure

• Trading window closed from 01 July 2026 to 48 hours after unaudited June quarter results.
• Board meeting date to consider the results will be intimated separately.

Board outcome

• 📍 Board approved audited standalone financial results for quarter and year ended 31 March 2026.
• 📍 Auditors issued an unmodified opinion on the audited standalone financial results.
• 🗓️ Board meeting was held on 25 May 2026, from 11:30 am to 12:15 noon.

Reporting

• 📊 Results relate to standalone financial statements for the quarter and financial year ended 31 March 2026.