VB Desai Financial Services Limited has submitted its quarterly compliance certificate to BSE Limited, fulfilling regulatory requirements under SEBI (Depositories and Participants) Regulations, 2018 for the quarter ended March 31, 2026.

Regulatory Compliance Submission

The company submitted the certificate on April 06, 2026, in compliance with Regulation 74(5) of SEBI (Depositories and Participants) Regulations, 2018. The submission was made to BSE Limited's Corporate Relation Department and signed by Company Secretary Kamlesh M Gagavani.

Certificate Details

The certificate was issued by Purva Sharegistry India Private Ltd., which serves as the company's Registrar and Transfer Agent. Purva Sharegistry holds SEBI registration number INR000001112 as Category 1 Registrars to IPO & Share Transfer Agents.

Compliance Confirmation

The certificate confirms several key compliance aspects for the quarter ended March 31, 2026:

• All securities received from depository participants for dematerialisation were confirmed to depositories
• Securities comprised in certificates have been listed on stock exchanges where earlier issued securities are listed
• Security certificates received for dematerialisation were confirmed or rejected within prescribed timelines
• Security certificates were mutilated and cancelled after due verification by depository participants
• Depositories' names were substituted in the register of members as registered owners

The certificate was signed by Ms. Deepali Gaonkar, Compliance Officer at Purva Sharegistry India Private Ltd., confirming adherence to all regulatory requirements during the specified quarter.

VB Desai Financial Services Limited has received an administrative warning letter from the Securities and Exchange Board of India (SEBI) regarding violations in its merchant banking activities. The company disclosed this development under Regulation 30 of the SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, on March 25, 2026.

SEBI Inspection Details

The administrative warning stems from a SEBI inspection of the company's books and records conducted from January 23, 2025 to January 24, 2025. The inspection covered the period from April 01, 2022 to November 30, 2024, examining the merchant banking activities of the Category I Merchant Banker registered under SEBI Registration No. INM 000002731.

Key Regulatory Violations

SEBI identified three major areas of non-compliance during its examination:

Failure to Update Key Managerial Personnel Changes

The company failed to intimate changes in Key Managerial Personnel (KMPs) to SEBI through the SI Portal in a timely manner. This violation pertains to Regulation 9A(1)(e) and (f) of SEBI (Merchant Bankers) Regulations 1992, and Regulation 13 read with Clause 3, 20 and 21 of Schedule III (Code of Conduct for Merchant Bankers).

Non-Maintenance of Structured Digital Database

The company failed to maintain a Structured Digital Database (SDD) during the period from April 01, 2022 to February 27, 2023, as prescribed under SEBI (Prohibition of Insider Trading) Regulations, 2015. This violation encompasses multiple regulations including Regulations 3(5) and 9A of PIT Regulations, 2015, and various clauses of the Merchant Bankers Regulations.

Inadequate Infrastructure and Arm's Length Relationship

SEBI found that the company lacked adequate infrastructure for carrying out its merchant banking activities and failed to maintain an arm's length relationship between its merchant banking activity and other activities. This violation covers Regulation 6(aa) and 9A(1)(e) of MB Regulations, along with relevant code of conduct clauses.

Company Response and Impact Assessment

Following the initial inspection findings forwarded on April 29, 2025, the company submitted its reply and comments on May 16, 2025, along with subsequent communications. However, SEBI's analysis of these responses led to the issuance of the administrative warning letter.

The company has stated in its disclosure that the administrative letter is self-explanatory and will have no impact on the financial, operational, or other activities of the company. SEBI has warned the company to improve its compliance standards to avoid recurrence of such instances, with potential action under the SEBI Act, 1992 if violations continue.

Regulatory Compliance Requirements

SEBI has advised the company to place the warning letter before its Board of Directors in the ensuing Board meeting. The warning serves as a formal notice for the company to enhance its regulatory compliance framework and ensure adherence to merchant banking regulations going forward.