Visagar Financial Services Ltd Directors Report

The Members,

Visagar Financial Services Limited Address: - 907-908, Dev Plaza, 9^th Floor, Opp. Andheri Fire Station, S. V. Road, Andheri (W), Mumbai - 400058

Your directors have the pleasure of presenting the 33rd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2026.

FINANCIAL SUMMARY/HIGHLIGHTS

The Companys performance during the year ended 31^st March, 2026, as compared to the previous financial year, is summarized below:

(Rs. in Lakhs)

	For The Year Ended
Particulars	31-MAR-2026	31-MAR-2025
Revenue from Operations	993.28	12,956.73
Other Income	-	-
Total Income	993.28	12,956.73
Total Expenses	1,029.32	12,972.91
Profit / (Loss) Before Exceptional Items and Tax	(36.04)	(16.18)
Exceptional Items	-	-
Profit / (Loss) Before Tax	(36.04)	(16.18)
Current Tax	-	-
Deferred Tax	0.10	0.12
Total Tax	0.10	0.12
Profit / (Loss) After Tax	(35.94)	(16.07)
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income / (Loss)	(35.94)	(16.07)
Paid-up Share Capital	5,839.16	5,839.16

OPERATING & FINANCING PERFORMANCE

During the year under review, the Company generated revenue from operations of Rs. 993.28 Lakhs as compared to Rs. 12,956.73 Lakhs in the previous financial year. The Company incurred a loss after tax of Rs. 35.94 Lakhs during the year, as compared to a loss of Rs. 16.07 Lakhs in the previous financial year.

The significant decrease in revenue during the year has adversely impacted the financial performance of the Company. The Company is actively exploring and evaluating various alternative business opportunities and modes of revenue generation with a view to improving its operational performance, strengthening its financial position, and maximising long-term returns to its shareholders.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the operational activities of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of the report.

DIVIDEND

In view of the loss incurred by the Company during the Financial Year, the Board of Directors has considered it prudent not to recommend any dividend for the Financial Year under review.

TRANSFER TO RESERVE

The Company has not transferred any amount to reserves during the year under review.

CAPITAL STRUCTURE

The paid-up equity share capital as on March 31, 2026, was Rs. 5,839.16 Lakhs. During the year, there were no public issues, rights issues, bonus issues, preferential issues, or any other form of share issuance. Additionally, the Company did not issue shares with differential voting rights or sweat equity shares.

During the year, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity shares. As on March 31, 2026, none of the Directors of the Company holds instruments convertible into Equity Shares of the Company.

SUBSIDIARY / JOINT VENTURES / ASSOCIATES

The Company does not have any Subsidiaries, Joint Ventures, or Associate Companies.

ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the Companys website at vfsl.visagar.com.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors state that:

- in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; - the Directors 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 or loss of the Company for that period; - the Directors 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; - the Directors have prepared the Annual Accounts for the financial year ended March 31, 2026 on a going concern basis; - the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; - the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of the process for safeguarding the assets of the Company, review of operational efficiency and effectiveness of systems and processes, and assessing the internal control in all areas.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The composition of the Board and Key Managerial Personnel as on the date of this Report is as follows:

Key Managerial Personnel

(1) Tilokchand Kothari - Chairman & Executive Director (2) Sagar Kothari - Chief Executive Officer (3) Ankita Rai - Chief Financial Officer

(4) Palak Rajeshkumar Doshi - Company Secretary & Compliance Officer

Non-Executive, Independent Directors

(1) Mr. Kuldeep Kumar (2) Mrs. Madhubala Vaishnav (3) Mrs. Anju Pareek

Non- Executive, Non-Independent Director

(1) Mr. Vikasjeet Singh

During the financial year 2025-26, Mr. Pushpraj Kumar Gupta ceased to be the Company Secretary and Compliance Officer with effect from August 14, 2025. Ms. Palak Rajeshkumar Doshi was appointed as Company Secretary and Compliance Officer with effect from November 14, 2025. Mr. Vikasjeet Singh (DIN: 11228402) was appointed as an Additional Director (Non-Executive, Non-Independent) with effect from August 14, 2025 and was subsequently regularised as a Director by the Members at the 32nd Annual General Meeting held on September 30, 2025.

In accordance with the provisions of the Companies Act, 2013 and the Companys Articles of Association, Mr. Tilokchand Kothari, Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment.

The details relating to the above re-appointment form part of the Notice convening the ensuing Annual General Meeting

MEETINGS OF THE BOARD

The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. During the year, 07 (Seven) Board Meetings were held. The attendance of the Directors is set out below; further details of the Board Meetings form part of the Corporate Governance Report.

The composition of the Board and the attendance details of the Members are given below:

Name of the Directors	Category	No. of Meetings
		Held	Attended
Tilokchand Kothari	Chairman & Executive Director	07	07
Kuldeep Kumar	Independent Director	07	07
Madhubala Vaishnav	Independent Director	07	07
Anju Pareek	Independent Director	07	07
Vikasjeet Singh	Non-Executive - Non Independent Director	03	03

INDEPENDENT DIRECTORS MEETING

During the year under review, the Independent Directors met on February 12, 2026, inter alia, to discuss:

- Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

- Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

- Evaluation of the quality, content and timelines of the flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the Meeting.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. Bhatter & Associates, Chartered Accountants (Firm Registration No. 131411W), were the Statutory Auditors of the Company for the financial year 2025-26 and issued their report on the Audited Financial Statements for the year ended March 31, 2026. The Statutory Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer. Subsequent to the close of the financial year, M/s. Bhatter & Associates resigned as Statutory Auditors. Based on the recommendation of the Audit Committee, the Board appointed Ms. Riddhi Kishor Trivedi, Chartered Accountant (Membership No. 611547), to fill the casual vacancy in the office of Statutory Auditor, subject to approval of the Members under Section 139(8) of the Companies Act, 2013, to hold office until the conclusion of the 33rd Annual General Meeting. The Board has also recommended her appointment as Statutory Auditor for a term of five consecutive years from the conclusion of the 33rd Annual General Meeting until the conclusion of the 38th Annual General Meeting, subject to approval of the Members at the ensuing Annual General Meeting.

During the year under review, the Statutory Auditors have not reported any fraud under Section 143(12) of the Companies Act, 2013, which is required to be disclosed under Section 134(3)(ca) of the Act.

SECRETARIAL AUDIT

The Members at the 32nd Annual General Meeting held on September 30, 2025, approved the appointment of M/s. Kirti Sharma & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company for a term of five consecutive financial years from FY 2025-26 to FY 2029-30. M/s. Kirti Sharma & Associates have conducted the Secretarial Audit for the financial year ended March 31, 2026 pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Secretarial Audit Report for FY 2025-26 is annexed herewith and marked as Annexure - I to this Report.

COMMITTEES OF THE BOARD

The Company has constituted different Committees under the Board that are mandated under the Companies Act, 2013.

(I) Mandatory Committees

(a) Audit Committee

The Audit Committee of the Board of Directors oversees the Financial Statements and Financial Reporting before submission to the Board.

The Audit Committee is responsible for the recommendation of the appointment, remuneration, performance and oversight of the Internal and Statutory Auditors. It reviews the Reports of the Internal Auditors and Statutory Auditors. The Senior Management Personnel are invited to the meetings of the Audit Committee, along with the Head of Internal Audit During the year under review, the Audit Committee met 4 (Four) times to deliberate on the various matters. The Meetings were held May 29, 2025, August 14, 2025, November 14, 2025, and February 12, 2026.

The composition of the Committee and the attendance details of the Members are given below:

Name of the Directors	Category	No. of Meetings
		Held	Attended
Madhubala Vaishnav	Non-Executive & Independent Director, Chairperson	4	4
Kuldeep Kumar	Non-Executive & Independent Director	4	4
Anju Pareek	Non-Executive & Independent Director	4	4

(b) Nomination and Remuneration Committee

Your Company has reconstituted the Nomination and Remuneration Committee of the Company pursuant to the provisions of Section 178 of the Companies Act, 2013. The functions of this Committee include identification of persons who are qualified to become Directors and who may be appointed as Senior Management, formulation of criteria for determining qualifications, positive attributes, independence, recommendations of their appointments to the Board, evaluation of every Directors performance, formulation of Remuneration Policy to include recommendation of remuneration for Directors, Key Managerial Personnel and Senior Management.

At present, there are 3 (Three) Members of the Nomination and Remuneration Committee, of whom three Directors are Non-Executive Directors and Independent Directors.

During the year under review, the Nomination and Remuneration Committee met 2 (Two) times to deliberate on various matters. The Meetings were held on August 14, 2025 and February 12, 2026.

The composition of the Committee and the attendance details of the Members are given below:

Name of the Directors	Category	No. of Meetings
		Held	Attended
Anju Pareek	Non-Executive & Independent Director	2	2
Madhubala Vaishnav	Chairperson Non-Executive & Independent Director	2	2
Kuldeep Kumar	Non-Executive & Independent Director	2	2

Remuneration Policy, Details of Remuneration and Other Terms of Appointment of Directors.

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for Selection and Appointment of Directors, Senior Management and their remuneration. This Policy inter-alia includes:

(i) Criteria of Selection of Non-Executive Directors

- Non-Executive Directors will be selected on the basis of Identification of Industry / subject leaders with strong experience. The advisory area and therefore the role may be defined for each independent director;

- The Nomination and Remuneration Committee shall ensure that the Candidate identified for Appointment as a Director is not disqualified for Appointment under Section 164 of the Companies Act, 2013.

- In case of Appointment of Independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to the independent nature of the Directors vis-a–vis the Company so as to enable the Board to discharge its function and duties effectively.

(ii) Remuneration

The Independent Directors shall be entitled to receive remuneration by way of sitting fees for each meeting of the Board or Committee of the Board attended by them, or such sum as may be approved by the Board of Directors within the overall limits prescribed under the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(c) In addition, Independent Directors shall be entitled to receive reimbursement of expenses for participation in the Board/Committee Meetings.

(d) Stakeholders Relationship and Grievance Committee

Your Company has reconstituted the Stakeholders Relationship and Grievance Committee pursuant to Section 178 of the Companies Act, 2013. The Committee comprises three Non-Executive Independent Directors and met once during FY 2025-26 on February 12, 2026.

During the year under review, the Stakeholders Relationship and Grievance Committee met once to take note of matters relating to Share Transfer / Transmission / Demat of Shares / SubDivision as intimated by the Registrar and Share Transfer Agent of the Company.

The composition of the Share Transfer and Stakeholders Relationship Committee is given below:

Name of the Directors	Category	No. of Meetings
		Held	Attended
Anju Pareek	Non-Executive & Independent Director Chairperson	1	1
Madhubala Vaishnav	Non-Executive & Independent Director	1	1
Kuldeep Kumar	Non-Executive & Independent Director	1	1

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

A Vigil (Whistle Blower) mechanism provides a formal mechanism to the Employees and Directors to report to the Management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or Policy. The mechanism provides for adequate safeguards against victimization of Employees and Directors to avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee in exceptional cases. Pursuant to the requirements of the Act, the Company has established a vigil mechanism for its Directors and Employees under the supervision of the Audit Committee. A Whistle Blower Policy setting out the vigil mechanism is already in place in your Company.

RISK MANAGEMENT POLICY

The Management has put in place an adequate and effective system for the purposes of risk management. In the opinion of the Board, there are no elements of risk which may threaten the existence of the Company.

The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A

detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance, the Directors individually, including the Chairman of the Board, as well as the evaluation of the Committees of the Board. The performance evaluation of the Independent Directors was also carried out by the entire Board.

The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction with the evaluation process.

ORDERS PASSED BY THE REGULATORS

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companys operations in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN

The Company is committed to maintaining a productive environment for all its employees at various levels in the organisation, free of sexual harassment and discrimination on the basis of gender.

The Company has framed a policy on Prevention of Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act").

The Company is not required to constitute an Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2025-26, the number of complaints of sexual harassment received was Nil, the number of complaints disposed of was Nil and the number of complaints pending for more than ninety days was Nil. The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, to the extent applicable.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The particulars of Conservation of Energy and Technology Absorption as required under Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company.

FOREIGN EXCHANGE EARNINGS OUT-GO

During the period under review, there were no Foreign Exchange Earnings or outflows.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The disclosures with respect to the remuneration of Directors and Employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, along with the statement containing particulars of employees as required under Section 197 read with Rule 5(2) and (3) of the said Rules, are annexed herewith and marked as Annexure - II and form part of this Report.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All related party transactions are entered on arms length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014.

However, the details of the transactions with the Related Party are provided in the Companys financial statements in accordance with the Accounting Standards.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES AND SECURITIES PROVIDED

The particulars of loans, guarantees and investments covered under Section 186 of the Companies Act, 2013, as applicable, are disclosed in the audited financial statements and notes forming part of this Annual Report. The Company had financial loan assets and investments outstanding as at March 31, 2026.

DEPOSITS

The Company has not accepted any deposit within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review and there were no deposits which were not in compliance with the requirements of Chapter V of the Act.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016.

ONE-TIME SETTLEMENT AND VALUATION

During the year under review, there was no instance of one-time settlement with any Bank or Financial Institution and accordingly, disclosure relating to the difference between the amount of valuation at the time of one-time settlement and the valuation done while taking loan is not applicable.

DEPOSITORY SYSTEM

As the Members are aware, your Companys shares are tradable compulsorily in Electronic Form and the Company has established connectivity with both the Depositories in the country, i.e., NSDL and CDSL. In view of the various advantages offered by the Depository System, Members are requested to avail of the facility of dematerialization of the Companys shares on either of the aforesaid Depositories.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct, which is applicable to the Members of the Board and Senior Management Personnel in the course of the Companys business operations. The Certificate confirming compliance with the Code of Conduct for the financial year ended March 31, 2026 forms part of this Annual Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulating trading in Securities by the Directors and Designated Employees of the Company. The Board is responsible for the implementation of the Code.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and the Management Discussion and Analysis Report form part of this Annual Report and are attached as Annexure - III and Annexure - IV, respectively.

CORPORATE SOCIAL RESPONSIBILITY

As per Section 135 of the Companies Act, 2013, the provisions for Corporate Social Responsibility are not applicable to the Company.

CHIEF EXECUTIVE OFFICER (CEO) / CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

As required under Regulation 17(8) read with Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the CEO/CFO certification has been submitted to the Board and a copy thereof is annexed herewith and marked as Annexure – V.

ACKNOWLEDGEMENT

Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review.

Directors take on record their deep sense of appreciation to the contributions made by the employees through their hard work, dedication, competence, support and co-operation towards the progress of our Company.

	By Order of the Board of Directors
Registered Office:
907/908, Dev Plaza, 9th Floor, Opp.	For Visagar Financial Services Limited
Andheri Fire Station, S.V. Road,
Andheri (West),
Mumbai 400058	SD/-
	Tilokchand Kothari
Place: Mumbai	Chairman & Director
Date: 08/09/2026	DIN: 00413627