Directors Report of Vasa Retail and Overseas Ltd.

Mar 31, 2024

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:

(Amount in Lakhs)

Particulars	Year ended	Year ended
	31st March, 2024	31st March, 2023
Revenue from operations	-	-
Other Income	-	-
Total Income	-	-
Less: (i) Financial expenses	-	-
(ii) Depreciation / Amortization	-	-
(iii) all other expenses	24.78	1,253.21
Profit / (Loss) before tax	(24.78)	(1,253.21)
Less: Tax-Provision
-Current Tax	-	-
-Deferred tax liabilities/ (Assets)	-	0.24
Profit / (Loss) after tax	(24.78)	(1,253.45)

*IND-AS APLICABILITY:

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:

The Company Shares are listed as follows: Name of Stock Exchanges	Stock Code/Symbol
National Stock Exchange of India Limited (NSE) "Exchange Plaza", Bandra-Kurla Complex, Bandra (East), Mumbai - 400051.	VASA

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:

Attendance by Director:

Name of Directors	Designation	No. of Meetings
		Held	Attended
Hardik Bhupendra Vasa	Chairman & Managing Director	06	06
Kajal Hardik Vasa	Whole-Time Director	06	06
Vikas Rajkumar Goyal	Independent Director	06	06
Mahiesh Sankalchand Jaain	Independent Director	06	06

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;

Nomination and RemWuneration Committee
Name	Designation in Company	Designation in committee
Mahiesh Sankalchand Jaain	Non -Executive Director and Independent Director	Independent Director & Chairman
Hardik Bhupendra Vasa	Managing Director	Member
Vikas Rajkumar Goyal	Non-Executive Director and Independent Director.	Member

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

Audit Committee
Name	Designation in Company	Designation in committee
Mahiesh Sankalchand Jaain	Non -Executive Director and Independent Director	Independent Director & Chairman
Hardik Bhupedra Vasa	Managing Director	Member
Vikas Rajkumar Goyal	Non-Executive Director and Independent Director.	Member

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 28 th 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
ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

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:

SR.NO.	QUALIFIED OPINION	MANAGEMENT''S REPLY ON AUDITORS QUALIFIED OPINION
1.	We draw attention to Note 35 of the Statement, regarding the expiry of license agreement between Oxford Limited ("Oxford") and the Company ("Vasa") during the year due to permanent discontinuance of business operations and activities by Oxford due to Covid-19 impact. Due to expiry of the agreement, all the remaining stock of licensed products has to be disposed of the by Company.	Yes, due to COVID - 19 impact, Oxford Limited has permanently discontinued the Business operation and activities, which result in expiry of license agreement between the Company and Oxford. During the current year company will disposed of the remaining stock of license products.
2.	Pending impairment review by the Company of all the assets and liabilities as at March 31, 2024, no provision in the books of account has been made by the Company. In the absence of assessment of impairment	During the current financial year, the assessment of impairment shall be carried out by the Company.

	by the Company & pending confirmation, we are unable to comment on the recoverable/payable amount with regards to said terms and consequential impact, if any, on the Statement.
3.	The Company has defaulted in	After Covid- 19, business of the
	repayment of its borrowings and	Company has been affected due to
	payment of statutory dues during the	that there was a delay in
	financial year 2023-24 and the lenders	repayments, however directors
	have turned the account as Non-	are in process to streamline the
	performing Assets ("NPA").	things as early as possible.

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:

SR. NO.	QUALIFIED OPINION	MANAGEMENT''S REPLY ON AUDITORS QUALIFIED OPINION
1.	As per the qualification remark of statutory auditor, the company has defaulted in repayment of its borrowings and payment of statutory dues during the financial year under review.	After Covid- 19, business of the Company has been affected badly due to that there has been a delay in repayments, however directors are in process to streamline the things as early as possible.

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
STATEMENTS:

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
REFERRED IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

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
MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

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
AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy and 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.

Foreign Exchange Earning and Outgo:

(a) Expenditure in Foreign Exchange:

(Rupees Lakhs)

Particulars	Year ended 31st March, 2024	Year ended 31st March, 2023
imports of goods (CIF Value)	-	-
Foreign Travelling Expenses	-	-

(b) Earnings in Foreign Exchange:

(Rupees Lakhs)

Particulars	Year ended	31st	Year ended 31st
	March, 2024		March, 2023
From export of goods (FOB Value)	-		-

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION
186 OF THE COMPANIES ACT, 2013:

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
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING
CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE:

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
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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
INSOLVENCY AND BANKRUPTCY CODE, 2016:

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
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

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
SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS:

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.

For VASA Retail and Overseas Limited

Place: Mumbai SD/-

Date: September 06, 2024 Hardik Bhupendra Vasa

Chairman & Managing Director
DIN: 03600510