Equity Analysis

To,

The Members of the Company,

Your Directors have pleasure in presenting the 39^thAnnual Report on the Business and Operations of your Company with Audited Accounts for the financial year ended on 31^st March 2024. The Financial Results of the Company are summarized below:

FINANCIAL RESULTS: ( In Lakhs)

FINANCIAL HIGHLIGHTS AND PERFORMANCE OF THE COMPANY

The company has registered total Standalone Revenue of 725.14 Lakhs in FY 23-24 increased in compared to 36.02 Lakhs in FY 22-23 due to sale of business and enrolment of students during the year under review. Profit before Tax stood at (84.05) lakhs in FY 23-24. Profit after Tax stood at 6,385.95/- Lakhs in FY 23-24, compared to 34.51 Lakhs in FY 22-23.

BUSINESS OVERVIEW:

The Company has established itself as an emerging player in the Education Services and Girls Hostel Segment. The Company provides services to Operational Education Projects at

(1) Pawan Baug, Malad (West), Mumbai, (Up to 31 December, 2023) (2) Goregaon East, Mumbai (Up to 31 December, 2023) (5) Witty Girls Hostel (From March -2024)

DIVIDEND

The directors do not recommend any dividend for the financial year under review.

DEPOSITS

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

CAPITAL STRUCTURE

There was no change in the Authorized and Paid-up Share Capital of the Company during the year.

The Authorized Share Capital of the Company is 2000 Lakh divided into 2,00,00,000 (Two Crore) Equity Shares of 10/- each.

The Paid-up & Subscribed Share Capital of the Company is 1760 Lakhs divided into 17,600,000 (One Crore Seventy-Six Lakhs) Equity Shares of 10/- each.

The Annual Return of the Company as on March 31, 2024, in form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 is available on Company's website at https://vjtf.com/investor-relations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report are enclosed as a part of this report.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Regulation 17 to 27 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance is included as a part of this Director Report as Annexure No. 3. Certificate from the Secretarial Auditors of the Company confirming the compliance with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

LISTING

The Company's shares are listed on BSE Limited. The Company has paid listing fees of 3,83,500/-for the Financial Year 2023-24 to BSE Limited.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. CHANGES IN DIRECTORS

There are following changes in Directorship of the Company in the financial year 2023-24.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have submitted the requisite declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with Regulation 16 and 25(8) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company's Code of Conduct.

They have further confirmed 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 and that they are independent of the management. In the opinion of the Board, all the independent directors have integrity, expertise and experience.

2. CHANGES IN KEY MANAGERIAL PERSONNEL

During the Year there were following changes in Key Managerial Personnel:

STRUCTURE OF DIRECTORS AND KEY MANAGERIAL PERSONNEL as on 31/03/2024

The disclosure in pursuance of Schedule V to the Companies Act, 2013 and SEBI Listing Regulation pertaining to the remuneration, incentives etc. to the Directors is given in the Corporate Governance Report.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of the Company have met eight times during the year on 14/04/2023, 30/05/2023, 14/08/2023, 19/08/2023, 25/08/2023, 05/09/2023, 20/11/2023 & 21/02/2024 in respect of which proper notices were given and proceedings were properly recorded, signed and maintained in the Minutes Book kept by the Company for the purpose. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013. The Attendance of Directors at Board Meeting in given in corporate governance report.

BOARD EVALUATION

Pursuant to the provisions of Section 134 of the Companies Act, 2013 and Regulation 19 of the SEBI Listing Regulations, the annual performance evaluation of the Board, Board level Committees and individual directors was conducted during the year, in order to ensure that the Board and Board level Committees are functioning effectively and demonstrating good governance.

In a separate meeting of Independent Directors, performance was evaluated on various parameters such as Board composition and structure, the effectiveness of board processes, effectiveness of flow of information, contributions from each director.

COMMITTEES OF THE BOARD

The Company has constituted a n Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee as per the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its Committees are provided under the corporate governance Report Section in this Annual Report. The composition of the Committees, as per the applicable provisions of the Act and Rules, are as follows:

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on Directors' Appointment and Remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Financial Controls includes policies and procedures adopted by the company for ensuring orderly and efficient conduct of its business, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.

The Company has in place a proper and adequate Internal Financial Control System with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed. As regards the qualified opinion of Auditors on Internal Financial Control, it is stated that the Company is taking constant steps to strengthen its process.

DISCLOSURE OF REMUNERATION OF EMPLOYEES COVERED UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:-

i. The percentage increase in Remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year:

ii. The percentage increase in the median Remuneration of employees in the financial year: Nil

iii. The number of Permanent Employees on rolls of the Company: 20 as on 31/03/2024.

iv. Variations in the Market Capitalization of the Company, Price Earnings Ratio as at the Closing Date of the Current Financial Year and Previous Financial Year:

v. Increase or Decrease in the Market Price of the Equity Shares of the Company in comparison to the last year:

The market price of the equity shares was 135.9 on 31^st March, 2024 in comparison to the market price of 65.94 as on 31^st March 2023.

vi. Percentage increase / decrease already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase / decrease in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase / decrease in the managerial remuneration:

The average annual increase for the employees' salaries of the company was around 7.00%. However, there was no change in the Managerial Remuneration.

vii. Comparison of each remuneration of the Key Managerial personnel:

viii. The key parameters for any variable component of remuneration availed by the directors:

There is no variable component of remuneration availed by the directors during the period under reviewed. Minimum remuneration paid as per Schedule V of the Companies Act, 2013.

ix. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that the remuneration is as per the remuneration policy of the Company. No employee of the company is falling under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DISCLOSURE REQUIREMENTS

As per SEBI (Listing Obligations a nd Disclosure Requirements) Regulations, 2 015, Corporate Governance Report along with Auditor's Certificate, CEO/CFO Certificate and Management Discussion and Analysis are attached herewith, which forms part of this report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Policy for determining material subsidiaries of the Company is available on the website of the Company

(URL:http://www.vjtf.com/investor-relations/policy-for-determining-material-subsidiaries)

Policy on dealing with related party transactions is available on the website of the Company (URL: http://www.vjtf.com/investor-relations/related-parties-transaction-policy).

The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI Listing Regulations for directors and employees to report concerns about unethical behavior. No person has been denied access to the Chairman of the audit committee. The said policy has been also put up on the website of the Company at the following link: (URL: http://www.vjtf.com/investor-relations/whistle-blower-policy).

The Company has adopted a Policy on Determination of ‘Materiality for Disclosures' as per Regulation 30 of SEBI (Listing Obligations a nd Disclosure Requirements) Regulations, 2 015 (URL: http://www.vjtf.com/investor-relations) a nd a ‘Policy for Preservation of Documents' a s per Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. (URL: http://www.vjtf.com/investor-relations).

SUBSIDIARY COMPANY

The Company has only two Subsidiary i.e. M/s. VJTF Buildcon Private Limited (CIN: U45400MH2009PTC197093) a nd M/s. Happymongo Learning Solutions Private Limited (CIN: U80902KA2020PTC141286). There has been no material change in the nature of the business of the subsidiary.

In compliance with Section 129 of the Companies Act, 2013, a statement containing requisite details including financial highlights of the operations of all subsidiaries is annexed to this report in Form AOC-1.

In accordance with Indian Accounting Standard (INDAS) - 110 Consolidated Financial Statements read with Indian Accounting Standard (IND-AS) - 28 Accounting for Investments in Associates, the audited Consolidated Financial Statements are provided in and forms part of this Annual Report as per (INDAS) format.

In accordance with the provisions of Section 136 of the Companies Act, 2013 and the amendments thereto, read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), the audited financial statements including the consolidated financial statements and related information of the Company and audited accounts of the subsidiary are available with the Company. These documents will also be available for inspection during business hours at the Registered Office of the Company.

PERFORMANCE AND FINANCIAL POSITION OF THE VJTF BUILDCON PRIVATE LIMITED (SUBSIDIARY COMPANY)

Statement Containing Salient Features of the Financial Statement of Subsidiary Company as per the Companies Act, 2013 for the year ended March 31, 2024: ( in Lacs)

PERFORMANCE AND FINANCIAL POSITION OF HAPPYMONGO LEARNING SOLUTIONS PRIVATE LIMITED (SUBSIDIARY COMPANY)

Statement Containing Salient Features of the Financial Statement of Subsidiary Company as per the Companies Act, 2013 for the year ended March 31, 2024: ( in Lacs)

CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Accounting Standard viz. Accounting Standard 21 & Indian Accounting Standards (IND-AS) issued by the Institute of Chartered Accountants of India and forms part of this Annual Report.

STATUTORY AUDITORS

M/s. Nimesh Mehta & Associates, Chartered Accountants (FRN: 117425W), have tendered their resignation as Statutory Auditors of the Company for the financial year 2022-2027, citing their intention to discontinue further services for the remaining term. Consequently, to fill the casual vacancy created by this resignation, the Board of Directors, at their meeting held on September 2, 2024, appointed M/s. Chhajed & Doshi, Chartered Accountants (FRN: 101794W) as Statutory Auditors of the Company, subject to approval by the members at the 39^th Annual General Meeting (AGM).

The Board recommends the appointment of M/s. Chhajed & Doshi, Chartered Accountants (FRN: 101794W) as the Statutory Auditors of the Company, for a term of five consecutive years, commencing from the conclusion of the 39^th AGM until the conclusion of the 44^th AGM, subject to approval of the shareholders in accordance with the provisions of the Companies Act, 2013 and other applicable laws.

AUDITOR'S REPORT

i) Statutory Auditors:

Statutory Auditors' Report is Self-Explanatory in itself.

ii) Secretarial Auditor:

According to the provision of section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Secretarial Auditor - Mr. Rajvirendra Singh Rajpurohit, Practicing Company Secretary is enclosed as a part of this report in Annexure 2. The qualification, reservation, adverse remarks or disclaimer made by the Secretarial Auditor in its report are self-explanatory. However, Management of the Company ensures to be more careful and dedicated in all of the compliances henceforth. iii) Internal Auditor:

M/s. Manish Chandak & Associates, Chartered Accountants, Mumbai performed the duties of Internal Auditors of the company for the Financial Year 2023-24 and their report is reviewed by Audit Committee from time to time.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every Company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act, shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, your Company is not required to constitute a Corporate Social Responsibility Committee.

VIGIL MECHANISM

The Company has adopted a “Whistle Blower” Policy a nd has established the necessary vigil mechanism for employees and directors to report concerns about unethical behavior as per the provisions regarding vigil mechanism as provided in Section 177(9) of the Companies Act, 2013 read with rules framed there under. The “Whistle Blower” Policy is available on the website of the Company on http://www.vjtf.com/investor-relations/whistle-blower-policy.

RISK MANAGEMENT POLICY

The company has been a ddressing various risks impacting the company, reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the Management Discussion and Analysis report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans, guarantees and investments as covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH THE RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure 1 to the Director's report.

HUMAN RESOURCE DEVELOPMENT

To ensure good human resources management, your company focuses on all aspects of the employee lifecycle. Over the years, we have strengthened interventions in nurturing our people and promoting a performance-based culture. Our interventions include trainings to enhance skills a nd upgrade knowledge. These interventions help us motivate our team and achieve organizational excellence. We provide leadership and managerial development trainings for improved performance of our team.

Besides, we have several curriculum-based learning programmes to impart functional and behavioral skills that help our people to consistently enhance efficiency. We promote employee friendly HR policies to help keep the workforce motivated and aligned with the Company's vision.

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 THIS REPORT

During the period under review, company has slump sale its education business to the other educational organization.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

During the period under review, there were no significant and material orders passed by the regulators or courts or tribunals which impact the going concern status of the Company and its operations in future.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings', respectively, have been duly followed by the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134 read with the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, your Director's furnish hereunder the additional information as required.

A. Conservation of Energy

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy have not been provided considering the nature of activities undertaken by the Company during the year under review.

B. Technology Absorption

During the year, the Company has not absorbed or imported any technology.

C. Foreign Exchange Earning and Outgo

There were no foreign Exchange earnings and outgoings during the year under review.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the year under review no complaints on sexual harassment was received.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 (‘the Act'), in relation to the Audited Financial Statements for the Financial Year 2023-24, your Directors confirm that:

a) The Financial Statements of the Company comprising of the Balance Sheet as at March 31, 2024 and the Statement of Profit & Loss for the year ended on that date, have been prepared on a going concern basis following applicable accounting standards and that no material departures have been made from the same;

b) Accounting policies selected were applied consistently, the judgments and estimates related to these financial statements have been made on a prudent and reasonable basis, so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024, and of the Profit & Loss of the Company for the year ended on that date;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, to safeguard the assets of the Company and to prevent and detect fraud and other irregularities;

d) Requisite internal financial controls to be followed by the Company were laid down and that such internal financial controls are adequate and operating effectively; and;

e) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

Your directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, vendors and members during the year under review.

Your directors also express their appreciation to all the faculty, lecturers and employees of VJTF Eduservices Family for their hard work, commitment, dedicated services and collective contribution.