Notice for the Annual General Meeting to be held on 17th September 2026 is attached.

V.B. Desai Financial Services Limited Category I Merchant Banker - SEBI Registration No. INM 000002731 Date: August 24, 2026 The Manager, Dept. of Corporate Services BSE Limited P.J. Tower, Dalal Street, Fort, Mumbai – 400 001 Dear Sir, Sub: Submission of Notice for convening the 40th Annual General Meeting of the Company. This is to inform you that 40th Annual General Meeting of the Company is scheduled to be held on Thursday, September 17, 2026 at 11:30 am through Video Conferencing (VC)/Other Audio Visual Means (OAVM). The Notice calling the AGM is attached herewith. The Notice and Annual Report are available on the Company's website, at www.vbdesai.com under subheading of shareholder information. Kindly take the same on your record. Thanking you, Yours faithfully, For V.B. DESAl FINANCIAL SERVICES LIMITED Kamlesh M Gagavani Company Secretary Encl: as above ------------------------------------------------------------------------------------------------------------------------------------------------------------- Registered Office : Cama Building, 1st Floor, 24/26 Dalai Street, Fort, Mumbai 400 001 CIN: L74120MH1985PLC037218; Tel.:+91-22-40770777; Web: www.vbdesai.com E-mail: info@vbdesai.com V. B. Desai Financial Services Limited NOTICE NOTICE IS HEREBY GIVEN THAT the Fortieth Annual General Meeting of the Members of V. B Desai Financial Services Limited will be held on Thursday, the 17th September, 2026 at 11.30 a.m. to transact the following business. ORDINARY BUSINESS 1. To receive and adopt the Profit and Loss Account for the year ended on 31st March, 2026 and the Balance Sheet as on that date and the reports of Auditors and Directors thereof. 2. To appoint a Director in place of Mr. Manoj T. Shroff (DIN 00330560), who retires by rotation at this Annual General Meeting and being eligible has offered himself for re-appointment. SPECIAL BUSINESS: 3. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Special Resolution: “RESOLVED THAT in accordance with the provisions of Sections 196, 197, 198 and 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 17 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof, for the time being in force), and relevant provisions of the Articles of Association of the Company, as amended from time to time, and based on the recommendation of the Nomination and Remuneration Committee and Board of Directors of the Company, approval of the Members of the Company be and is hereby accorded the non-independent Director Mr. Hemendra Jitendra Shroff (DIN: 00286509) retiring by rotation at this Annual General Meeting, for appointment as the Executive Director cum Chief Financial Officer of the Company (whose directorship is liable to retirement by rotation) for the period of (5) five years from August 17, 2026 to August 16, 2031 and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, on the terms and conditions including remuneration as set out in the statement annexed to the Notice convening this Annual General Meeting, with liberty to the Board of Directors to alter and vary the terms and conditions of the said re- appointment and / or remuneration as it may deem fit and as may be acceptable to Mr. Hemendra Jitendra Shroff and the Company, subject to the same not exceeding the limits specified under the Companies Act, 2013. RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during the currency of tenure of service of the Executive Director cum Chief Financial Officer, the payment of remuneration shall be governed by the limits prescribed under Section 197 of the Companies Act 2013 read with Part II of Schedule V to the Act as specifically approved by the Members of the Company. RESOLVED FURTHER THAT the Board of Directors / Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, deeds and things and execute all such documents, instruments, and writings as may be required to give effect to the aforesaid resolution. 4. To appoint Mr. Suraj R. Vishwakarma as Non-executive Independent Director To consider, and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 and other applicable provisions of the Companies Act, 2013 read with Schedule IV to the Companies Act, 2013 and the Companies Annual Report 2025-26 3 w w w . v b d e s a i . c o m V. B. Desai Financial Services Limited (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re- enactment thereof for the time being in force) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Suraj Ravishchandra Vishwakarma (DIN 07661216), a non-executive Independent Director of the Company, who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, and who has submitted a declaration that he meets the criteria for independence as provided in Section 149(6) of the Companies Act, 2013, be and is hereby appointed as an Independent Director of the Company whose term shall not be subject to retirement by rotation, to hold office for 5 (Five) consecutive years for a term up to the conclusion of Annual General Meeting of the Company in the calendar year 2031.” RESOLVED FURTHER THAT the Board of Directors / Key Managerial Personnel of the Company be and are hereby severally authorised to do all such acts, deeds and things and execute all such documents, instruments, and writings as may be required to give effect to the aforesaid resolution. 5. To consider and if thought fit, to pass with or without modification(s), the following resolutions as Special Resolutions: “RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions, if any, of the Companies Act, 2013 read with applicable Rules under Companies (Meetings of Board and its Powers) Rules, 2014 and in terms of applicable provisions of SEBI Listing Regulations, omnibus consent of the Board of Directors of the Company be and is hereby accorded for entering into the following proposed Related Party Transactions with effect from1st April 2026 to 31st March 2027 and also from the Annual General Meeting of the financial year 2025-26 and up to the Annual General Meeting for the financial year 2026-27, for a period not exceeding fifteen months between the two Annual General Meetings, in terms of Securities and Exchange Board of India Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/0155 dated November 11, 2024, up to the maximum amounts in the ordinary course of business on arm’s length basis up to the amounts as appended in table below: S. Name of Relationship defined Maximum value of Transaction per annum No. Related Party under Section of the Companies Act, 2013 1 Aarayaa Advisory Services Section 2 (76) (iv) Professional fees for rendering services not to exceed Private Limited Rupees Three crore. 2 Desai Investments Private Section 2 (76) (iv) Inter corporate loan and Investments and in equity Limited shares not to exceed Rupees Two crore. 3 VBD Capital Advisors Section 2 (76) (iv) Professional fees for rendering services not to exceed Private Limited Twenty Five lakhs. RESOLVED FURTHER THAT the Audit Committee and/or Board of Directors of the Company be and are hereby authorised to do all acts and take all such steps as may be necessary, proper, or ex [Showing first 8,000 characters — download PDF for full document]