Please find attached Annual Report 2025-26 together with Notice of AGM

CIN: L51909WB1982PLC035222 P-27, Princep Street, 3rd Floor, Kolkata – 700 072 Tel: +91 33 2234 9915, 2234 6937 Email: vbindustries1@gmail.com; URL: www.vbindustriesltd.in September 1, 2026 The Deputy Manager Dept. of Corporate Services BSE Limited P. J. Towers, Dalal Street, Fort Mumbai – 400 001 Ref: Scrip Code – 539123 Sub: Notice of Annual General Meeting (AGM) and Annual Report for FY 2025-26 Respected Sir or Madam, Pursuant to Regulation 30 and 34 read with Para A of Part A of Schedule III to the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015, please find enclosed herewith the Annual Report 2025-26 together with Notice of 39th Annual General Meeting (“AGM”) of the Company scheduled to be held on Monday, September 28, 2026 at 12.30 PM IST through Video Conferencing (“VC”)/Other Audio Visual Means (“OAVM”) in accordance with the applicable provisions of the Companies Act, 2013 (“Act, 2013”) and Ministry of Corporate Affairs (MCA) & SEBI General Circulars. The Annual Report for the Financial Year 2025-26 along with the Notice of the AGM is also made available on the Company website, viz. https://www.vbindustriesltd.com/ Thanking You, Yours Faithfully, For V. B. INDUSTRIES LIMITED DHRUVA NARAYAN JHA DIN: 01286654 MANAGING DIRECTOR Enclosed: As stated above V B Industries Limited Annual Report 2019-2020 V B Industries Limited Annual Report 2025-26 Corporate Identification No.: L51909WB1982PLC035222 BOARD OF DIRECTORS Dhruva Narayan Jha Chairman & Managing Director 39th Anand Bagaria Independent Director Anupam Shrivastava Independent Director Sunita Rani Parida Independent Director Annual Report KEY MANAGERIAL PERSONNEL Kanchan Jhawar Company Secretary 2025 - 26 Jagdish Prasad Purohit Chief Financial Officer AUDITORS M/s. Rajesh Kumar Gokul Chandra & Associates Contents Chartered Accountants 38/48. Adya Nath Saha Road  AGM Notice 3 Room No. 10, 2nd Floor, Kolkata – 700 048  Directors' Report 16  Management Discussion & Analysis 27 BANKERS  Secretarial Audit Report (MR-3) 32 Kotak Mahindra Bank Bank of Baroda  Form AOC-2 35  Extract of Annual Return (MGT-9) 36 REGISTERD OFFICE  Disclosure as required under Section 40 197(12) P-27, Princep Street, 3rd Floor Kolkata – 700 072  Corporate Governance Report 41  Certificate of Non-Disqualification of 61 Directors REGISTRAR & SHARE TRANSFER AGENT  Auditors’ Certificate on Corporate 63 Purva Sharegistry (India) Pvt. Ltd. Governance No. 9, Shiv Shakti Ind. Estate Gr. Floor, J. R. Boricha Marg  Independent Auditors' Report 65 Lower Parel, Mumbai-400 011  Balance Sheet 75  Statement of Profit & Loss 76 ANNUAL GENERAL MEETING  Cash Flow Statement 77 Date September 28, 2026  Notes on Financial Statements 80 Time 12.30 PM Deemed Venue Regd. Office of the Company AGM will be held through Video Conferencing (VC) / Other Audio Visual Means (OAVM) V B Industries Limited Annual Report 2025-26 Notice Notice is hereby given that the 39th Annual General Meeting of the members of V B INDUSTRIES LIMITED will be held on Monday, 28th September 2026 at 12.30 P.M. through Video Conferencing (VC) / Other Audio Visual Means (OAVM) without the physical presence of the Members at a common venue, in compliance with Ministry of Corporate Affairs General Circular No.09/2024 dated September 19, 2024 and SEBI Circular No. SEBI/HO/CFD/CFD-PoD-/P/CIR/2024/133, dated October 3, 2024, to transact the following businesses as: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026 along with the Reports of the Board of Directors and the Auditors thereon. 2. To appoint Directors in place of Mr. Dhruva Narayan Jha (DIN: 01286654), who retires by rotation, being eligible, offers himself for re-appointment Explanation: Based on the terms of appointment, office of Executive Directors and the Non-Executive & Non- Independent chairman are subject to retirement by rotation. Mr. Dhruva Narayan Jha, who was appointed on January 17, 2025, whose office is liable to retire at the ensuing AGM, being eligible, seeks re-appointment. Based on performance evaluation and the recommendation of the Nomination and Remuneration Committee, the Board recommends his re-appointment. Therefore, members are requested to consider and if thought fit, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Dhruva Narayan Jha (DIN: 01286654), who retires by rotation, be and is hereby re-appointed as a Director liable to retire by rotation.” SPECIAL BUSINESS: 3. Increase in Authorized Share Capital of the Company and consequential amendment in Memorandum of Association of the Company and to alter Capital Clause of Memorandum of Association To consider and if thought fit to pass with or without modifications the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Section 61 and other applicable provisions, if any, of the Companies Act, 2013 (including any amendment thereto or re-enactment thereof) and the Rules framed thereunder, consent of the members of the Company be and is hereby accorded for increase in the Authorized Share Capital of the Company from existing Rs. 14,00,00,000 (Rupees Fourteen Crore) divided into 1,40,00,000 (One Crore Forty Lakh) Equity Shares of Rs. 10/- each to Rs. 45,00,00,000 (Rupees Forty-Five Crore) divided into 4,50,00,000 (Four Crore Fifty Lakh) Equity Shares of Rs. 10/- each ranking pari-passu in all respect with the existing Equity Shares of the Company as per the Memorandum and Articles of Association of the Company. “RESOLVED FURTHER THAT pursuant to Section 13 and all other applicable provisions, if any, of the Companies Act, 2013, consent of the members of the Company be and is hereby accorded, for alteration of Clause V of the Memorandum of Association of the Company by substituting in its place the following: - V. The Authorized Capital of the Company is Rs. 45,00,00,000/- (Rs. Forty-Five Crore) divided into 4,50,00,000 Equity shares of Rs. 10/- each with power to increase and reduce the Capital, to divide the share in the Capital for the time being into several classes and respectively such as preferential, Warrants or Special rights thereto attach privileges and conditions as may be determined by or in accordance with the regulations of the companies Act, 2013 and to vary, modify or abrogate such rights, privileges or conditions in such manner as may for the time being be provided by the regulations of the company and consolidate or sub-divide the shares and issue shares of higher denomination.” “RESOLVED FURTHER THAT approval of the Members of the Company be and is hereby accorded to the Board of Directors of the Company to do all such acts, deeds, matters and things and to take all such steps as may be required in this connection including seeking all necessary approvals to give effect to this Resolution and to settle any questions, difficulties or doubts that may arise in this regard.” Note: The Company’s Statutory Auditor, M/s. Rajesh Kumar Gokul Chandra & Associates, Chartered Accountants, Kolkata (FRN No. 323891E), now known as SGAJ & & Associates, was appointed as Statutory Auditor’s for a period of five V B Industries Limited Annual Report 2025-26 consecutive years at the 36th AGM of the Company held on 21st July 2023 on remuneration to be determined by the Board of Directors. Pursuant to the amendments made to Section 139 of the Companies Act, 2013 by the Companies (Amendment) Act, 2017, which came into effect from 7th May 2018, the requirement of seeking ratification of the Members for the appointment of the Statutory Auditor has been withdrawn from the Statute. In view of the above, ratification of the Members for continuance of their appointment at this AGM is not being sought. The Statutory [Showing first 8,000 characters — download PDF for full document]