Your Directors have pleasure in presenting their Director Report together with the Audited Financial Statements of the Company for the year ended March 31, 2024.

1. Financial Results

The financial statements of the Company for the year ended 31st March, 2024 have been prepared in accordance with Ind AS and Schedule III to the Companies Act, 2013 (the "Act").

(Rs. in 000's)

During the year under review, the Company has achieved total revenue of Rs.740,893 as compared to Rs.641,679 in previous year. Further, the Company has achieved Net Pro t before Tax of Rs.49,566 for the year under review as compared to Rs.42,330 in previous year. The Company is actively pursuing to be fully operational and pursue activities in consonance with the objectives for which it is established and taking necessary steps to effectively implement the same. Your Directors constantly putting their efforts to improve revenue and profit of your Company.

3. Amount, if any, proposed to be transferred to Reserves

The Company does not propose to transfer any amount to the general reserve for the Financial Year ended 31st March, 2024.

4. Dividend

With a view to conserve the resources of the Company, the Board of Directors does not recommend any dividend for the year under review.

5. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The disclosures relating to conservation of energy and technology absorption are nil. There was no foreign exchange earnings and outgo for the year under review.

6. Director's Responsibility Statement

In terms of Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors hereby state that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed; ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of a airs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; iii) 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; iv) the directors have prepared the annual accounts on a going concern basis; v) the directors has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

No material changes and commitments affecting the Financial Position of the Company have occurred between the end of the Financial Year of the Company to which the Financial Statement relate and the date of this Report.

8. Particulars of Loans, guarantees or investments (Rupees wherever mentioned is in 000's)

During the year under review, the Company has not provided any loan or made investments as covered under Section 186 of the Companies Act, 2013.

9. Particulars of contracts or arrangements with related parties

The Company has a process in place of periodically reviewing and monitoring related party transactions. All the related party transactions were in the ordinary course of business and at arm's length. The omnibus approval of the Audit Committee is obtained before the commencement of the financial year for all the transactions for the year 2024-25 as required under the provisions of Section 177 of the Act.

There are no materially significant related party transactions that may have conflict with the interest of the Company. The particulars of transactions made with related parties at arm's length pursuant to Section 188 are furnished in Form AOC-2 is attached as "Annexure A" and forms a part to this Report. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. However, the other transaction made by the Company with related parties, disclosure of which is required under Accounting Standard 18, form the part of notes to the financial statement provided in this Annual Report.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at www.vistaramar.com

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available on https://www.vistaramar.com.

The Board con rms that all Independent Directors of the Company have given a declaration to the Board under Section 149 (7) of the Companies Act, 2013 and Rules made there under that they meet the criteria of independence as prescribed under Section 149 (6) of the said Act and rules made thereunder.

The Nomination and Remuneration Committee has formulated the criteria for determining quali cations, positive attributes and independence of Directors and recommends to the Board a Policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. The brief terms of the policy framed by the Nomination and Remuneration Committee, in pursuant to the provisions of Section 178(4) of the Companies Act, 2013 and rules made there under are as follow: (a) The Committee shall ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully; (b) The Committee shall also ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

(c) The Committee shall also ensure that the remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between xed and incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

The key objectives of the Committee are:

(a) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management. (b) To evaluate the performance of the Members of the Board and provide necessary report to the Board for further evaluation. (c) To recommend to the Board on remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

In compliance with the provisions of Section 134 (3)(n) of the Companies Act, 2013, the Board of Directors has formulated and adopted the Risk Management Policy. The Board of Directors has delegated the Authority to Audit Committee to monitor the Risk Management Policy including (a) overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, nancial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks. We a rm that, all risk managements are monitored and resolved as per the process laid out in the policy.

The Companyis not required to contribute towards CSR under Section 135 of the CompaniesAct, 2013 read with rules thereunder.

There is no change in the nature of the business of the Company during the Financial Year 2023-24.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and rules made there under and the Articles of Association of the Company, Mr. Ramkumar Babulal Panjari (DIN No. 00262001), Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks re-appointment. The Board recommends his reappointment.

The Present Directors and KMP of the Company as on 31st March, 2024 are as follow: (a) Mr. Rajeshkumar Babulal Panjari, Managing Director (DIN No. 00261895) (b) Mr. Ramkumar Babulal Panjari, Executive Director (DIN No. 00262001) (c) Mr. Ramesh Ishwarlal Upadhyay, Non Executive Director (DIN No. 07087829)

(d) Mrs. Varsha Manish Sanghai, Non Executive Independent Director (DIN No. 07445502) (e) Mr. Jaidip Dilipkumar Simaria, Non Executive Independent Director (DIN No. 02587800) (f) Mr. Ramkumar Babulal Panjari, CFO

(g) Mr. Surendra Jain, Company Secretary and Compliance Officer

There were no Companies which have become or ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the year.

However, the Company is a Subsidiary Company of M/s. RBP Holdings Private Limited during the year under Report.

Your Company has not accepted any deposits within the meaning of the provisions of Chapter V Acceptance of Deposits by Companies read with the Companies (Acceptance of Deposits) Rules, 2014.

No significant and material orders were passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

The Company has an internal control system, commensurate with the size, scale and complexity of its operations to ensure that all assets are safeguarded and protected against loss from the unauthorized use or disposition and those transactions are authorized, recorded and reported correctly.

The internal control is exercised through documented policies, guidelines and procedures. It is supplemented by an extensive program of internal audits. The audit observations and corrective action taken thereon are periodically reviewed by the audit committee to ensure effectiveness of the internal control system. The internal control is designed to ensure: that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

During the year under review, such controls were operating effectively and no reportable material weakness in the design or operations were observed.

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of Section 197 of the Companies Act, 2013, read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of ratio of remuneration of each Directors to the Median remuneration of the Employees of the Company for the Financial Year will be made available for inspection at its Registered O ce of the Company during the working hours for a period of twenty one days before the date of Annual General Meeting of the Company pursuant to Section 136 of the Companies Act, 2013 and Members, if any interested in obtaining the details thereof shall make specific request to the Company Secretary of the Company and Compliance Officer of the Company in this regard.

During the financial year 2023-2024, 8 (eight) Meetings of Board of Directors were held on 30th May, 2023, 03rd July, 2023, 10th August, 2023, 25th October, 2023, 24th November, 2023, 09th February, 2024, 22nd February, 2024 and 06th March, 2024. Details of attendance at the Board Meeting, Directorship in other companies and Membership in Committees thereof of each Director are as follows:

As on 31st March, 2024, the Board had 3 Committees: the Audit Committee, the Nomination & Remuneration Committee and the Stakeholders Relationship Committee. The detailed note on the composition of Committees is given below:

a) Audit Committee

The Board has well-quali ed Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls, etc.

The Audit Committee was constituted in terms of section 177 of the Companies Act 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015, as amended time to time beside other matter as may referred by board of directors. These inter alias, include the review of the company's financial reporting process and disclosure of financial information to ensure that the financial statement is correct, review of the quarterly and annual financial statement before submission to the Board for approval.

ii) Composition:

The Audit Committee comprises of the following Members:

The Audit Committee met 5 ( ve) times i.e. on 30th May, 2023, 10th August, 2023, 25th October, 2023, 24th November, 2023 & 9th February, 2024 . The attendances of the members at the meeting are as follows

The Company Secretary of the Company acts as Secretary of the Audit Committee.

During the year under Report, there are no instances where the Board had not accepted the recommendation of the Audit Committee.

The Company has duly constituted Nomination & Remuneration Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The terms of reference of the Nomination and Remuneration Committee inter alia, include the following:

Succession planning of the Board of Directors and Senior Management Employees;

Identifying and selection of candidates for appointment as Directors / Independent Directors based on certain laid down criteria;

Identifying potential individuals for appointment as Key Managerial Personnel and to other Senior Management positions;

Formulate and review from time to time the policy for selection and appointment of Directors, Key Managerial Personnel and senior management employees and their remuneration;

Review the performance of the Board of Directors and Senior Management Employees based on certain criteria as approved by the Board.

The Nomination & Remuneration Committee comprises of the following Members:

1. Mrs. Varsha Manish SanghaiChairman

2. Mr. Ramesh Ishwarlal UpadhyayMember

3. Mr. Jaidip SimariaMember

The Nomination & Remuneration Committee met 1 (one) times on 10th August, 2023. The attendances of the members at the meeting are as follows

The Company has duly constituted Stakeholders Relationship Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The terms of reference of the Stakeholders Relationship Committee inter alia, include the following:

Transfer/transmission of shares/debentures and such other securities as may be issued by the Company from time to time;

issue of duplicate share certificates for shares/debentures and other securities reported lost, defaced or destroyed, as per the laid down procedure;

issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates / certificates relating to other securities;

issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the Company, subject to such approvals as may be required;

to grant Employee Stock Options pursuant to approved Employees' Stock Option Scheme(s), if any, and to allot shares pursuant to options exercised;

to issue and allot debentures, bonds and other securities, subject to such approvals as may be required;

to approve and monitor dematerialization of shares / debentures / other securities and all matters incidental or related thereto;

to authorize the Company Secretary and Head Compliance / other Officers of the Share Department to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend / interest, change of address for correspondence etc. and to monitor action taken;

monitoring expeditious redressal of investors / stakeholders grievances; all other matters incidental or related to shares/ debenture ii. Composition:

The Stakeholders Relationship Committee comprises of the following Members:

The Stakeholders Relationship Committee met 4 (four) time on 30th May, 2023, 10th August, 2023, 25th October, 2023 and 09th February, 2024. The attendances of the members at the Meeting are as follows:

During the year under review, NIL Investor Complaints was received.

Independent Directors play an important role in their governance process of the Board. They bring to bear their expertise and experience on the deliberations of the Board. This enriches the decision making process at the Board with different point of view and experiences and prevents conflict of interest in the decision making process.

The appointment of Independent Director is carried out in a structured manner. The Nomination and Remuneration Committee identi es potential candidates based on certain laid down criteria and takes in to consideration the diversity of the Board. The Independent Directors have been appointed for a xed tenure of ve years from their respective dates of appointment.

None of the Independent Directors serves as "Independent Directors" in more than seven listed entities.

During the year under review, the Independent Directors met on 22nd March, 2024, inter alia, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as a Whole;

2. Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non- Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the independent Directors were present at the Meeting.

The paid up equity capital as at March 31, 2024 was Rs 3,20,00,000/-During the year under review the Company has not issued any shares with differential voting rights or dividends nor issued any sweat equity shares or employee stock options.

However, the Company in the Extra-ordinary General Meeting held on 19th March, 2024 had increased its Authorised Share Capital from Rs.3,50,00,000/- divided into 35,00,000 Equity Shares of Rs.10/- each to Rs.15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs.10/- each by creation of 1,15,00,000 Equity Shares of Rs.10/- each ranking pari passu in all respect with the existing Equity Shares of the Company.

The cash and cash equivalents as at March 31, 2024 was Rs.36,226. The Company continues to focus on judicious management of its working capital, receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

The Company is committed in cultivating a proactive safety culture. We have implemented work safety measures and standards to ensure healthy and safe working conditions for all the employees, visitors and customers. The Company has complied with all the applicable health, safety and environmental protection laws to the extent applicable.

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an Annual Evaluation of its own performance, performance of the Directors and the working of its Committees based on the evaluation criteria defined by Nomination and Remuneration Committee (NRC) for performance evaluation process of the Board,its Committees and Directors.

The Board's functioning was evaluated on various aspects, including inter-alia the Structure of the Board, Meetings of the Board, Functions of the Board, Degree of ful llment of key responsibilities, Establishment and delineation of responsibilities to various Committees, E ectiveness of Board Processes, information and functioning.

The Committees of the Board were assessed on the degree of ful llment of key responsibilities, adequacy of Committee composition and effectiveness of meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/Committee Meetings and guidance/support to the Management outside Board/Committee Meetings.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

32. Statutory Auditors and Auditors' Report

The Board of Directors in their Meeting held on 24th November, 2023 appointed M/s. S A R A & Associates, Chartered Accountant as Statutory Auditor of the Company for the F.Y. 2023-2024 to ll the casual vacancy caused due to resignation of M/s. S. P. Gupta & Associates, Chartered Accountants. The said appointment was con rmed by the Members of the Company vide their Ordinary Resolution dated 05th January, 2024 passed through Postal Ballot. The term of the appointment of Statutory Auditors expires at the conclusion of 40th Annual General Meeting.

Accordingly, in terms of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the present Statutory Auditors of the Company, M/s. S A R A & Associates would hold officeuntil the conclusion of the ensuing Annual General Meeting. They have expressed their willingness to be reappointed for this term.

M/s. S A R A & Associates has also submitted their confirmation to the effect that they continue to satisfy the criteria provided in Section 141 of the Companies Act, 2013 and that their appointment is within the limits prescribed under Section 141(3)(g) of the Act.

In terms of the provisions of Section 139 (2) (b)of the Companies Act, 2013, an Audit Firm can be appointed for two terms of ve consecutive years each. The Board of Directors may consider and recommend the re-appointment of M/s. S A R A & Associates as the Statutory Auditors of the Company, for approval of the Members, to hold officefor a period of ve consecutive years, from the conclusion of the ensuing 40th Annual General Meeting until the conclusion of 45th Annual General Meeting to be held in the calendar year 2029 and also shall recommend the remuneration of Messrs. S A R A & Associates for the financial year 2024-25.

Appropriate resolution seeking your approval to the re-appointment and remuneration of Messrs. S A R A & Associates will appear in the Notice convening the 40th AGM of your Company.

The Report of the Auditor of the Company and notes forming part of financial statements are self-explanatory and hence requires no explanation from the Board of Directors. The Auditors' Report does not contain any quali cation, reservation or adverse remark.

As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is part of the Annual Report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board has appointed Mrs. Isha Sumit Gupta, Proprietor of M/s. I S Gupta & Co., Company Secretary Firm to conduct Secretarial Audit of your Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended 31st March, 2024 in Form MR-3 is attached as "Annexure B" and form a part to this Report.

Maintenance of Cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.

M/s. KTM & Co., Chartered Accountants, Firm Registration No. 141449W have been appointed as Internal Auditors of the Company w.e.f. 01st September, 2023 to 31st March, 2024.

An audit plan is rolled out with approval of the Company's Audit Committee. The plan is aimed at evaluation of the e cacy and adequacy of internal control systems and compliance thereof, robustness of internal processes, policies and accounting procedures and compliance with laws and regulations. Based on the reports of internal audit, process owners undertake corrective action in their respective areas. Significant audit observations and corrective actions are periodically presented to the Audit Committee of the Board.

Pursuant to the Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, which is effective from 01st December, 2015, the Listed Companies having paid up Equity Share Capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the previous Financial Year is not required to comply with the norms of the Corporate Governance Report.

The paid-up equity capital of the Company does not exceeds Rs.10.00 Crores and Net worth does not exceeds Rs.25.00 Crores during the last 3 (three) previous financial years as shown below in the table:-

Hence, the provisions relating to Corporate Governance Report are not applicable to the Company.

Note As per Schedule V Part C [10(I)] of Listing Obligation and Disclosure Requirements, the Company does not require taking Certificate of ‘Non-Disquali cation of Director' from Practicing Company Secretary.

In term of the provisions of Regulation 34 (2)(e) of SEBI (LODR) Regulations, 2015, the Management's Discussion and Analysis Report is set out in this Annual Report.

Your Directors state that during the year under review, there were no cases led pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee and/ or Board of Directors under Section 143 (12) of the Companies Act, 2013 and rules framed thereunder, any instances of fraud committed against the Company by its o cer or employee, the details of which would need to be mentioned in the Board's Report.

The Company complies with all applicable Secretarial Standards.

The Company's Shares are listed on BSE Limited in July, 2014.

The Company paid of Annual Listing Fees for the financial year 2024-2025 to BSE where the Company's Shares are listed.

The Company will comply with the requirements of postal ballot as and when such matter arises requiring approval of the shareholders through Postal Ballot.

During the year, the Company had obtained the approval of its Members on 05th January, 2024 through Postal ballot under Section 110 of the Companies Act, 2013 read with Rule 20 and 22 of the Companies (Management and Administration) Rules, 2014 pertaining to appointment of M/s. S A R A & Associates, Chartered Accountants as Statutory Auditors of the Company for the F. Y. 2023-2024 to ll the casual vacancy caused by resignation of M/s. S. P. Gupta & Associates, Chartered Accountants.

The Results of Postal ballot was announced on 06th January, 2024.

The Members in the Extra-ordinary General Meeting held on 19th March, 2024 through Video Conferencing/ Other Audio Visual Means passed the following Resolution:

i) Ordinary Resolution: Increase in Authorised Share Capital from Rs.3,50,00,000/- divided into 35,00,000 Equity Shares of Rs.10/- each to Rs.15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs.10/- each by creation of 1,15,00,000 Equity Shares of Rs.10/- each ranking pari passu in all respect with the existing Equity Shares of the Company.

ii) Ordinary Resolution: Alteration of Capital Clause V of the Memorandum of Association of the Company

iii) Special Resolution: Alteration of Article 3 of the Articles of Association of the Company.

The result of remote e-voting and e-voting at EGM was declared on 20th March, 2024.

Your Company believes that its Members are among its most important stakeholders. Accordingly, your Company's operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

47. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

No application has been led for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016 and hence no disclosure or reporting is required.

No disclosure or reporting required since no loan is outstanding with any Bank or Financial Institution.

Your Director would like to express their sincere appreciation for the assistance and co-operation received from the Central and State Government Departments, customers, dealers, vendors, members, banks and other business partners during the year under review. Your Directors also wish to place on record their sincere appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.