Vasa Retail and Overseas Ltd

To

Your Directors presents the 7^th Annual Report of the Company together with the Audited Financial Statements for the year ended on 31^st March, 2024.

1. FINANCIAL HIGHLIGHTS:

The Company has not adopted the Indian Accounting Standard ('Ind AS'), as the company is listed on SME exchange. These financial Statements have been prepared in accordance with the recognition and measurement principles stated therein and as prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued there under and the other accounting principles generally accepted in India.

2. PERFORMANCE OF THE COMPANY:

During the year under review, the Company has not earned any income for this financial year. After providing for Finance cost, Depreciation & Amortization expenses and Taxes and other expenses, the Net loss of the Company stood at Rs.24.78/- Lakhs as compared to Net loss of Rs.1,253.45/- Lakhs in the previous financial year.

3. DIVIDEND:

In order to conserve the funds for working capital requirement and expansion of business, your directors do not recommend for declaration of any dividend for the financial year ended as on 31st March, 2024.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section 125 of the Companies Act, 2013 which needs to be transferred.

5. LISTING INFORMATION:

6. SHARE CAPITAL OF THE COMPANY:

There has been no change in the authorized share capital of the Company during the financial year and the authorized share capital of the Company as on 31^st March, 2023 is Rs. 7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 Equity shares of the face value of Rs.10/- (Rupee Ten) each.

The Issued, Subscribed and paid-up Equity Share Capital of your Company as on 31^st March, 2024 is Rs.5,99,25,500/- (Rupees Five Crore Ninety-Nine Lakhs Twenty-Five Thousand Five Hundred only) divided into 59,92,550 Equity shares of the face value of Rs.10/- (Rupee Ten) each.

7. PUBLIC 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.

8. HOLDING, SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any Holding, Subsidiary, Associates Company or any Joint Ventures during the financial year under review.

9. CHANGE IN THE NATURE OF BUSINESS OF THECOMPANY:

There was no change in the nature of business activities of the Company during the Financial Year under review.

10. INTERNAL FINANCIAL CONTROL:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

11. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE

FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The Board wishes to inform its members that between the end of the Financial Year 2023-2024 and the date of this report their has been no material changes and commitments affecting the financial position of your company.

12. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 (the ‘Act') read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Kajal H. Vasa, Whole-time Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment and the Nomination and Remuneration Committee and Board recommends for their re-appointment at the ensuing Annual General Meeting.

13. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013.

The Board relies on their declaration of independence.

14. INDEPENDENT DIRECTORS' MEETING:

The Independent Directors met on 10^th November, 2023 and reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them and as required under Section 134(3)(c) of the Companies Act, 2013 state that:

a. in the preparation of the annual accounts for the year ended 31^st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; b. 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 loss of the Company for that period; c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the directors have prepared the annual accounts on a going concern basis; e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company will be placed on the website of the company pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules 2014, the web link of the same is at www.vasagroup.in

17. MEETINGS OF THE BOARD OF DIRECTORS:

The Board meets at regular intervals to discuss and decide on Company's business policy and strategy apart from other business of the Board. The notice of Board meeting is given well in advance to all the Directors of the Company. The gap between two board meetings did not exceeded one hundred and twenty days. The board meetings were held on the following dates as mentioned below:

During the year under review, the Board met 06 (Six) times on various dates 29^th May, 2023, 10^th August, 2023, 05^th September, 2023, 10^th November, 2023, 13^th February, 2023, 30^th March 2024.

18. COMMITTEES OF THE BOARD OF DIRECTORS:

There are three Committees of the Board as on the closure of financial year, as follows: A. Nomination and Remuneration Committee;

B. Audit Committee;

C. Vigil Mechanism for Directors and Employees;

During the Financial year 2023-24, 02 (Two) meeting of Nomination Remuneration Committee were held.

During the Financial year 2023-24, 04 (Four) Meeting of Audit Committee were held.

19. STATUTORY AUDITORS:

M/s. Amit Ray & Co., Chartered Accountants (Firm Registration Number: 000483C) were appointed as a Statutory Auditor of the Company at the Annual General Meeting of the Company held on 29^th September, 2023 for a period of 5 years and the said firm will hold the office until the conclusion of 11^th Annual General Meeting. However, after the amendment in Section 139 of the Act, effective 28th September, 2018, ratification by shareholders every year for the appointment of the Statutory Auditors is no longer required.

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR

The Statutory Auditors have raised certain qualifications, reservations or remarks in their respective audit report for the financial year ended on 31^st March, 2024. The specific notes forming part of the accounts referred to in the Auditor's Report are self-explanatory, however, for certain qualifications and remarks of the auditors, the board has given adequate explanations which is mentioned below:

Also, the Secretarial Auditors have also raised certain queries and pointed out some non-compliances on the part of the company in their Secretarial Audit Report (Form MR-3) for the financial year 2023-24 which is mentioned below:

With regards to filing of E-Form DIR 12 it was due to some technical issue in MCA website, Board was not able to file the form within the stipulated time.

21. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Shivlal Maurya & Co., Company Secretaries, Mumbai was appointed to undertake Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year under review is appended to this report as Annexure – I.

22. INTERNAL AUDITOR:

Pursuant to provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, on recommendation of Audit Committee, M/s. A. D. Sheth & Associates, Chartered Accountants, were appointed as Internal Auditors of the Company. The Internal Auditors submit their Reports on periodical basis to the Audit Committee.

Based on the internal audit report, the management undertakes corrective action in respective areas and thereby strengthens the controls.

23. MAINTENANCE OF COST RECORDS:

Pursuant to the rules made by the Central Government and as per section 148 (1) of the Companies Act, 2013 maintenance of cost records is not applicable to the company.

24. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically used efficiently and adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the standard in Internal Financial Control.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the financial year were in ordinary course of the business and on arm's length basis. No Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party

Transactions as required under Section 134(3) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The details of the related party transactions as per Accounting Standard - 18 are set out in Notes to accounts to the Financial Statements forming part of this report.

26. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY

In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement of disclosure is appended to this report as Annexure – II.

27. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Management Discussion and Analysis Report as required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations) is disclosed separately in the current Annual Report

Annexure – III.

28. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

Information in terms of requirements of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to conservation of energy are not given as the same is not applicable to the Company. However, the Company always takes necessary measures to conserve the energy whenever possible.

The information related to Technology absorption, adaptation and innovation is not applicable to the Company.

(a) Expenditure in Foreign Exchange:

(b) Earnings in Foreign Exchange:

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION

The Company has not given any guarantee / Security during the year under review.

The details of loans given and investments made by the Company during the year under report are given in the Notes to the financial statements and are in compliance with the provisions of the Companies Act, 2013.

30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

The Directors report that during the year under review, no significant and material order has been passed by any regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

Company has voluntary filed a compounding Application before the Regional Director (RD), Ministry of Corporate affairs, Mumbai for the purpose of compounding of offence for delay in convening the Annual General Meeting for the financial year ended 31^st March, 2022 and RD has passed the order on 14^th June, 2023 and imposed a penalty on the Company Rs.1,00,000/- and the Directors for the violation of the provision of the Companies Act, 2013. The said penalty has been paid by the directors as well as Company.

31. RISK MANAGEMENT POLICY:

The Company has devised, adopted and implemented a mechanism for risk assessment and management. It provides for identification of possible risks attached with the business of the Company, assessment of the same at regular intervals and taking appropriate measurement and controls to manage the risk. The key categories of risk are Credit Risk, Liquidity Risk, Exchange rate Risk, Interest rate Risk and such other risk that may potentially affect the working of the Company. The risk management is undertaken by the Board of Directors.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle Blower Policy is disclosed on the website of the Company.

33. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON

As the Company is not having Net Worth of Rupees Five Hundred Crores or more, or Turnover of Rupees One Thousand Crores or more or a Net Profit of Rupees Five Crores or more during any Financial Year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

34. REPORTING OF FRAUDS:

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

35. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER

During the year under the review, there were no applications made or proceedings pending in the name of the company under the insolvency and bankruptcy code, 2016.

36. DISCLOSURE UNDER SECRETARIAL STANDARDS:

The Company has made adequate Compliances with regards to the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government under Section 118 (10) of the Companies Act, 2013.

37. REPORT ON CORPORATE GOVERNANCE:

Since the Company's securities are listed on SME Emerge Platform of National Stock Exchange of India Limited, As per the provisions of Regulation 15(2) of the Listing Regulations, the provisions related to Corporate Governance as specified in Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and Clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V shall not apply to a listed entity having paid up Share Capital not exceeding Rupees Ten Crores and Net worth not exceeding Rupees Twenty Five Crores, as on the last day of the previous financial year. Hence, corporate governance does not form part of this Boards' Report.

38. INFORMATION UNDER THE SEXUAL HARRASSMENT OF WOMEN AT

The Company has zero tolerance for sexual harassment at workplace and 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 the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case of sexual harassment reported during the year under review.

39. INTERNAL COMMITTEE:

The Company has in place Internal Committee and Policy as required under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All the employees are covered under the policy. No complaint has been received by the Company under this Policy during the financial year 2023-24.

40. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME

During the year under the review, no loans taken from banks and financial institutions.

41. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees at all levels and their significant contribution to your Company's growth. Your Company is grateful to the Distributors, Dealers, and Customers for their support and encouragement. Your Directors thank the Banks, Financial Institutions, Government Departments and Shareholders and look forward to having the same support in all our future endeavours.