To,
The Members
VASA DENTICITY LIMITED
("The Company")
KHASRA NO. 714, VILLAGE P.O.
CHATTARPUR, SOUTH DELHI,
NEW DELHI-110074
Your directors have pleasure in presenting the Ninth (09th) Annual Report of VASA DENTICITY LIMITED together with the Audited Financial Statements for the financial year ended 31st March 2025, and the Report of the
Auditors thereon.
The report highlights the financial performance of the Company, key developments during the year under
review, major business operations, changes in the Board or Key Managerial Personnel, statutory compliances, and the way forward.
A summary of the Companys financial performance, business highlights, statutory disclosures, and corporate
governance practices are covered in the ensuing sections of this Report.
1.FINANCIAL SUMMARY OR HIGHLIGHTS/ STATE OF COMPANYS AFFAIRS:
| FINANCIAL RESULTS | (Figure in Lacs) | |
| Particulars | Financial Year ended 31 st March, 2025 | Financial Year ended 31 st March, 2024 |
| Revenue from Operations | 24,915.29 | 17,188.31 |
| Other Income | 193.55 | 143.17 |
| Profit before Depreciation, Finance Cost and tax expenses | 2,500.48 | 2,048.19 |
| Less: Depreciation/ Amortization impairment expenses | 170.54 | 100.18 |
| Profit before Tax Expense and Exceptional Items and Finance Cost | 2,329.94 | 1,948.01 |
| Less: Finance Cost | 0.05 | 7.29 |
| Profit before Tax Expense and Exceptional Items | 2,329.89 | 1,940.72 |
| Add/ (Less): Exceptional Items | - | - |
| Profit before Tax Expense | 2,329.89 | 1,940.72 |
| Less Tax Expenses (Current & Deferred) | 620.97 | 432.93 |
| Less MAT Credit | - | - |
| Net Tax Expenses | 620.97 | 432.93 |
| Profit after tax for the year | 1,708.92 | 1,507.79 |
| Balance of Reserves & Surplus for earlier years | 5,233.05 | 298.52 |
| Surplus carried forward to Balance Sheet | 1,708.92 | 1,507.79 |
| CONSOLIDATED FINANCIAL RESULTS | (AMOUNT IN LACS) | |
| Particulars | Financial Year ended 31st March, 2025 | Financial Year ended 31st March, 2024 |
| RevenuefromOperations | 2,4936.57 | 17,188.31 |
| OtherIncome | 193.55 | 143.20 |
| Profitbefo re Dexre ciation, Finance Cost and tax expenses | 2485.84 | 2048.29 |
| Less:Depreciation/Amortization impairment expenses | 172.86 | 100.42 |
| ProfitbefoaeTaxExpense and Exceptional Items and Finance Cost | 2312.98 | 1947.87 |
| Less:FinanceCost | 0.92 | 7.29 |
| ProfitbeforeTaxExpense and Exceptional Items | 2312.06 | 1940.58 |
| Add/ (Less): Exceptional Items | - | - |
| Profit before Tax Expense | 2312.06 | 1940.58 |
| Less Tax Expenses(Current&Deferred) | 622.25 | 433.00 |
| Less MAT Credit | - | - |
| Net Tax Expenses | 622.25 | 433.00 |
| ProfitTftertaxfortheyear beforeMinoritylnteresT | 1689.81 | 1507.58 |
| MinorityInterest | (6.95) | - |
| Profit after minority interest | 1696.76 | 1507.58 |
| Less: Dividend paid on Equity Shares | - | - |
| Less: Dividend Distribution Tax | - | - |
2.KEY FINANCIAL RATIOS
| 1 Current Assets | 7.71 Times | |
| Current Liabilities | ||
| 2 Total Debt | NA | |
| Shareholder\u2019s Equity | ||
| 3 Earnings available for debt service (Profit before tax + Interest + Depreciation + Amortization) | NA | |
| Debt Service (Interest Principal Repayments) | ||
| 4 Net Profits after taxes | 13% | |
| Average Shareholder\u2019s Equity | ||
| 5 Net Credit Sales | 18.25 Times | |
| Trade Receivable Outstanding | ||
| 6 Trade Payables Turnover Ratio | Net Credit Purchase | 17.88 Times |
| Trade Payable Outstanding | ||
| 7 Net capital turnover ratio | Net Sales | 2.28 Times |
| Average Working Capital | ||
| 8 Naterofitnatio | Net Profit | 7% |
| Net Sales | ||
| 9 Returnon capital employed | Earnings before interest and taxes | 18% |
| (ROCE) | Capital Employed |
3.STATEOFTHE COMPANY AFFAIRS, IF ANY.
The financial year under review has been marked by commendable financial discipline and operational resilience. TheCompany reportedarobust netprofit ofINR l,7hb.9P lakhs onastandalone OTsis.while the conaoli daiedn ef erofit stood at INR 1,696.76 lakhs, underscoring consistent performance across the Company
and its subsidiaries.
Thiu eustPipePpcofitanilityioaSRStamenRborbeCompn nysst raaeeid focus, prudent cost management, and
unwavering commitment to excellence. Despite the complexities of the current business environment, the Company has successfully leveraged its core competencies and market opportunities to deliver value to its shareholders.
Listed on the SME 3jN2NCjisJjnj0 TStional Stock Exchange (NSE), thHSSHJjnjfiflllEmains steadfast in
adhering to regulatory compliances and proactively embracing best corporate governance practices to foster transparency, accountability,and stakeholder trust.
Lookisgafiaad^he^hrdiaoptimisticabouttheConnpanysfutureprospectsfednomainscomnnittedtodriving
sustainablegrowth while enhancing shareholder wealth through innovationandoperational excellence.
4. RESERVE ANDSURPLUS
As of Plarca31t 2025, the Companys reserves and surplus stood at INR 10,351.73 lakhs. This comprises the Security PromiumAccount balance of INR 7,043.12 lakhs, which includes additions during the year neOof IPO and share issue expenses. The ESOP Reserve remained at INR 42.33 lakho.rofleoting the allocaliot towards emplooee stack opeiooa. ThTttatement of Profit and Loss account showed a cumulative balance of INR 3,266.28 lakhs, incorporating the opening balance and the profit earned duringtfeyear. The robust rooerves underscore the Companys strong financial position and prudent managem6oSof equity and earnings.
| Particulars | Amount (in INR) |
| Balance at the Beginning of the year | 52,33,04,475 |
| Addition during the year | 34,39,45,584 |
| IPOexpn nse/shane issue ex pense | (72,02,952) |
| ESOPresarve | 42,33,268 |
| Profit During the year | 17,08,92,126 |
| Balance at the end of the year | 1,03,51,72,501 |
The Indian dental care industry has been witnessing consistent growth, fuelled by increasing awareness of oral health, a rising middle-class population, and expanding access to dental care services in both urban and semi-urban areas. Advances in dental technologies, growing cosmetic dentistry trends, and improved insurance coverage are further driving demand for modern dental equipment and high-quality consumables. The sector is also benefiting from the growing presence of private dental chains and clinics, as well as a sharp rise in dental tourismduetocost-effective treatment options in India.
The dentalequipmentandsupplies market in India is becoming increasingly competitive, with dental practitioners seeking efficient, reliable, and innovative products to improve patient outcomes and clinic efficiency. In response to this demand, the industry is shifting towards the adoption of digital dentistry, minimally invasive instruments, and premium-quality disposable products, ensuring hygiene and compliance with global standards.
In alignment with this evolving landscape, the Company is actively engaged in supplying a wide range of dental products, instruments, equipment, and consumables to dental clinics, hospitals, and practitioners across India. With a focus on operational excellence, product quality, and customer satisfaction, the Company continues to expand itsreachandstrengthenitspositioninthedental suppliesmarket.
The main object of the Company is to carry on the business of manufacturing, importing, exporting, distributing, and dealing in all kinds of medical and surgical products, with a particular specialization in dental instruments, equipment, and consumables. These include items such as dental syringes, surgical gloves, sterilization kits, diagnostic tools, suction devices, and other essential clinical supplies used in day-to-day dental practice. Through a strong distribution network, commitmentto innovation, and adherence to regulatory compliance, the Company aims to support the dental fraternity by delivering high-quality, cost-effective, and reliable solutions that meet the evolving needs of modern dentistry.
FUTURE OUTLOOK:
Vasa Denticity Limited remains firmly focused on its vision of becoming a leading and trusted name in the dental products and solutions industry. The Company continues to pursue sustainable growth through a combination of digitalinnovation, market expansion, operational excellence, and customer-centric strategies.
1. StrengtheningMarketPresence:
The dental healthcare industry is evolving rapidly with growing awareness, increasing professionalization, and higherdemand foradvanced dental products. The Company plans to enhance its penetration in both urban and underserved markets by optimizing its supply chain, expanding its distribution capabilities, and undertaking focused marketing campaigns. New geographies are being evaluated for expansion, which will enable the Company to widen its reach and serve a larger customer base.
2. ExpandingandDiversifyingProductPortfolio:
Vasa Denticity intends to introduce a broader range of dental consumables, instruments, and equipment to address the dynamic needs of dental practitioners. The focus will be on offering reliable, high-quality, and affordable products, including technologically advanced solutions that support modern dental practices. The Companyisalsoexploringstrategiccollaborations and product tie-ups to further enrich its product offerings.
3. Enhancing Technology and Digital Capabilities:
The Companys online platform will continue to be a key driver of growth. To stay ahead in the digital commerce space, the Company is investing in platform upgrades, automation, and personalized customer engagement
tools. These advancements will enable a more intuitive, responsive, and seamless user experience, driving customer satisfaction and retention.
4. Engaging and EmpoweringtheDentalCommunity:
Vasa Denticity is committed to supporting the professional growth of dental practitioners. The Company aims to launch and expand educational initiatives, including webinars, workshops, and product demonstrations, in collaboration with industry experts. These programs are designed to build awareness, improve product knowledge,and foster a strong and informed dental community.
5. OperationalEfficiencyand Supply Chain Optimization:
To meet growing demand and ensure timely delivery, the Company is enhancing its supply chain infrastructure through betterinventorymanagement,warehousing solutions,and logisticscoordination.Theseimprovements are expected to reduce operational costs, shorten delivery cycles, and improve overall efficiency.
6. Organizational Development and Talent Building:
As thebusi ness grows, the Company is placing significant emphasis on attracting and developing skilled talent
across all levels. Structured training, leadership development programs, and a performance-driven culture will form the foundation for building a future-ready workforce.
7. Focus on Sustainability and Long-Term Value Creation:
Vasa Denticity is gradually integrating sustainability into its core operations by optimizing packaging
materials, promoting digital documentation, and ensuring ethical and responsible sourcing. The Company is also committed to maintaining high standards of governance and transparency as it continues on its growth trajectory. With a strong digital backbone, expanding product range, customer-centric approach, and a commitmentto operationalandprofessional excellence, VasaDenticity Limited is well-positioned tocapitalize
on emerging opportunities and deliver consistent value to its stakeholdersinthe yearsahead.
6. DIVIUEND:
The Board or Direotors, after acomprehessiveevaluation of all relevant factors, including thelong-term interests of the Company, its financial performance, future growth requirements, and in alignment with the Companys Dividend Policy, has deemed it prudent not to recommend anydividend for the finangicl year endaB March 3B, 0025. This decision reflects the Boards commitment to conceding internal resources to
support strategic initiatives and future expansion.
Further, during the year under review, the Company did not have any funds lying unpaid or unclaimed for a period of seven (7) years. Accordingly, there were no amounts required to be transferred to the Investor EduasOionand u sotection Fsnd(IE u F)intermsof Section 124(5) oftheCompaciea Act, 2013.
In linewirhtho^ovteionsofthe Investor Education and Protection Fund Autlparid/(Accounting, Audiy,Transfer and Refund) Amendment Rules, 2017, the Company was not required to filoaa a forms with the l°iniatry of CorporhteAgaiisduriognfepear, gsnosucF hronsfer or related activity aroee.
7. COUPANYS PERgORMAiCh ( Figuresare on Standalone basis )
The financial year ended March 31, 2025, witnessed a strong operational and financial performance by the
Company. The total revenue from operations amounted to Rs. 24,915.29 lakhs, registering
notable increase over the previous years revenue of Rs.17,188.31 lakhs. This growth was primarily driven by
a steady rise in
vmom ueiiuuiy lim meu o/
demand across key product categories, deeper market penetration, and strengthened distribution capabilities.
The Profit After Tax (PAT) attributable to shareholders for FY 2024-25 stood at Rs. 1,708.92 lakhs, as compared to Rs. 1,507.79 lakhs in FY 2023-24. The increase in net profit reflects improved operational efficiency, disciplined cost management, and strategic investments in technology and infrastructure.
Despite incremental investments made during the year in expanding the workforce, upgrading systems, and enhancing customer engagement platforms, the Company has been able to maintain a strong profitability position. The overall financial results underscore the Companys commitment to delivering sustainable growth andlong-termvaluetoitsstakeholders.
8. CHANGEINTHE NAME OF THE COMPANY:
TherewasnochangeinthenameoftheCompanyduringtheperiodunderreview.
9. MATERIALCHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the financial year 2024-25, there are following material changes which affect the financial position of thecompany:
A. PREFERENTIAL ISSUE OF EQUITY SHARES AND WARRANTS
The Company undertook a preferential issue of equity shares and warrants, which has had a significant impact on its financial position, capital structure, and shareholding pattern. Pursuant to the Board Resolution passed on October 3, 2024, and the Special Resolution passed by the shareholders on October 28, 2024, the Company issued 6,05,538 equity shares at an issue price of Rs. 578 per share, along with 8,65,052 warrants at the same price of Rs. 578 per warrant, each of which was convertible into one equity share. As of the date of this report, all the warrants have been fully converted into equity shares, thereby increasing the paid-up share capital of the Company.
This preferential issue and subsequent conversion of warrants have resulted in a substantial increase in the Companys equity base, providing it with additional capital that will be used to enhance its working capital position, fund business expansion, and support other corporate purposes. The capital raised has alsoimproved the Companys financial liquidity, enabling it to better position itself for future growth and operational requirements.
However, the issuance of additional shares and the conversion of warrants have led to a dilution of the promoters shareholding. While the dilution is a natural outcome of raising capital through equity issuance, the Company remains committed to its long-term growth strategy and to generating sustainable value for its shareholders. The Company views this capital infusion as a strategic move to fund its growth initiatives and improve its market position, while ensuring a strong financial foundation for the future.
B. FORMATIONOF SMILEWORKS PRIVATE LIMITED - SUBSIDIARY IN INDIA
During the financial year 2024-25, the Company established a new subsidiary, Smileworks Private Limited, which was incorporated on October 29, 2024. The subsidiary was set up to support the Companys longterm growth strategy by diversifying its business and expanding into new markets. The paid-up share capital of Smileworks Private Limited is Rs. 3,01,00,000, and the Company holds a 60% stake in this newly formed subsidiary.
This strategic move allows the Company to tap into new business opportunities in the relevant sector, enhance its market presence, and increase its operational efficiencies. The formation of Smileworks Private Limited will
not only contribute positively to the Companys consolidated financial position but will also provide significant growth potential in the near and long term. The Company intends to leverage the capabilities and resources of this subsidiary to complement and expand its existing operations, with a focus on improving market share, profitability, and business sustainability.
C. FORMATION OF FOREIGN SUBSIDIARY IN THE UNITED KINGDOM (UK)
Subsequent to the closure of the financial year, on May 21, 2025, the Company formed a foreign subsidiary named Dentalkart Distribution UK Limited in the United Kingdom. The subsidiary is headquartered in England and Wales, with its registered office located at 120 Honeysuckle Avenue, Cheltenham, GL53 0AT. The Company holds a 51% stake in Dentalkart Distribution UK Limited, which allows it to exercise significant control over the subsidiarys operations in the UK and Europe.
The establishment of Dentalkart Distribution UK Limited aligns with the Companys strategic goal to expand its international footprint and strengthen its position in the European markets. The subsidiary will primarily focus on distributing the Companys dental products and services across the UK and neighboring regions. With this move, the Company aims to increase its market reach, enhance product distribution, and tap into newbusinessopportunitiesinthedentalsectorinternationally.
D. STRATEGIC ACQUISITION OF IDS DENMED PRIVATE LIMITED
Subsequent to the closure of the financial year, the Board of Directors, in their meeting held on August 01, 2025,approved the acquisition of a51% stake in IDS Denmed Pvt. Ltd., oneof Indias largest and most respected traditional dental distribution companies. This strategic acquisition is in line with the Companys long-term objective of expanding its footprint in the dental products sector and creating an integrated platform that bridges both online andofflinedistribution channels for dental professionalsacrossIndia.
Details of the Transaction:
?€? The Company has successfully acquired 19.92% of the total equity stake in IDS Denmed Pvt. Ltd. through cashconsideration, which has been approved by the Board.
?€? Additionally, the Company intends to acquire 31.08% of the total equity stake via a share swap arrangement, where new shares will be issued to the existing shareholders of IDS Denmed Pvt. Ltd. In compliance with regulatoryrequirements,this issuanceofnew shares requires shareholderapproval.
In accordance with this, an Extraordinary General Meeting (EGM) has been scheduled for 25th August 2025, where shareholders will be invited to approve the acquisition and related resolutions. Detailed information on the transaction, including the resolutions to be voted upon, will be circulated to shareholders ahead of the meeting.
Once fully approved, this acquisition will combine the technological strengths and e-commerce leadership of Dentalkart with the established offline distribution network and customer relationships of IDS Denmed, creating a robust and integrated ecosystem in the Indian dental industry. By merging these strengths, the Company aims to deliver comprehensive, end-to-end solutions to dental professionals, enhancing both product accessibility and customer experience across the nation.
FutureOutlook:
The Directors firmly believe that this acquisition will significantly strengthen the Companys market position and broaden its reach in the dental products industry. By leveraging the synergies between the digital capabilities of Dentalkart and the extensive offline network of IDS Denmed, the Company is well-positioned to further enhance its competitive edge and expand its offerings to dental professionals across India.
The Directors are confident that this acquisition will unlock new growth opportunities and create long-term value
for the Companys shareholders.
Note: Apart from the above, there have been no material changes or commitments affecting the financial position of the Company during the year under review or post the closure of the financial year. The financial statements have been prepared in accordance with the existing conditions, and no events have occurred after the balancesheet datethatwould have a material impact on the Companys financial position.
10. DETAILSOFREVISION OF FINANCIAL STATEMENT OR THE REPORT
During the period under review, the Company has not undertaken any revision of its financial statements or reports for any of the three preceding financial years. This includes both voluntary revisions and any amendments mandated by a judicial authority or regulatory body. The Company confirms that no revision was made to its previously filed financial statements either voluntarily or pursuant to any order passed by a judicial or regulatory authority.
This ensures that the financial position and performance disclosed in the previous years reports remain accurate and consistent, and no significant changes or restatements have been made post the approval of the respective annualfinancialstatements.
11. CHANGE IN THE NATURE OF THE BUSINESS, IF 1 ANY :
During the period under review, there has been no change in the nature of the Companys business. The Company continues to operate in the trading of dental products, primarily focused on the distribution of high-quality dental care products to dental professionals, clinics, and institutions.
The Companys offerings include a wide range of dental consumables, equipment, instruments, and accessories,
ensuring that dental professionals have access to the latest and most reliable solutions in the dental care industry.
No changes have occurred in the core operations of the Company, and it remains committed to its focus on the denthl nroduct trading sector, tnsuring cpntinued service excellence and market growth.
12. REGISTRAR ANDTRANSFER AGENT
M/s Mass Services Limited has been appointed as the Registrar and Share Transfer Agent (RTA) of your Company. They are responsible for handling all matters related to share transfers, dematerialization of shares, and other relsted services.
Members are reqsested to direct all correspondeece pertoiningtolihn transfer or dematerialination ofshares, aowell as any other share-related queries, to the following address:
M/s Mess Services Umited
a nd Flooh, T-34, Block T,
Okhla Industrial Estate, Phase II,
Road, Pocket W,OkhlaPhaseII,
New; Delhi - 110020
NOTE :
The company has initiated thi e process of appointing KFin Technologies Limited as its new Registrar and Tran sfer Agent(RTA).Theappointmentiscurrently in progress and will bedulynotified upon completion.
13. LISTINGOFSHARES
The Equity Shares of your Company are listed on the NSE EMERGE Platform (SME segment of the National Stock Exchange of India Limited). The Companys shares were listed on June 02nd 2023 and are currently being traded under the symbol "DENTALKART".
The listing on the NSE SME Platform has provided the Company access to a wider capital market and enhanced visibility among investors. The Company is following all applicable listing regulations and continues to adhere to the standards and requirements laid down by the NSE and SEBI.
The listing details are as follows:
?€? Stock Exchange: NSE EMERGE (SME Platform)
?€? Trading Symbol: DENTALKART
?€? ISIN: INE0N5801013
The Company confirms that the annual listing fees for the financial year 2025-2026 have been duly paid to the
stock exchange within the prescribed timelines.
14. DISCLOSURES RELATING TO SCHEDULE V PART F OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
Pursuant to Schedule V Part F of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the detailsin respect oftheshareslyinginthesuspense accounttillMarch 31, 2025 isasunder:
| Description | Total |
| Aggregate Number of Shareholders and the outstanding shares in the initiationof suspenseaccountinthebeginningofthefinancialyear | Nil |
| Number of shareholders who approached the Company for transfer of Shares from suspenseaccountduringthe year 2024-25 | NA |
| Number of shareholders to whom shares were transferred from suspense account duringtheyear2024-25 | NA |
| Aggregate number of Shareholders and the outstanding shares in the Suspense Accountlyingas on March 31, 2025 | Nil |
| That the voting rights on these shall remain frozen till the rightful owner of such shares claims the shares | NA |
15. REPORT ON CORPORATE GOVERNANCE
In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the provisions of Corporate Governance is not mandatory for companies listed on the SME Platformof stockexchanges.
Your Company is listed on the NSE EMERGE Platform (SME segment of the National Stock Exchange of India Limited) and hence, the provisions relating to the submission of a report on Corporate Governance under Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of theSEBI(LODR) Regulations,2015arenotapplicable to the Company.
However, the Board of Directors of your Company is committed to following the principles of good corporate governance and maintaining the highest standards of transparency, integrity, and accountability in the functioning of the Company. Even though the formal Corporate Governance Report is not mandatory, the Company has voluntarily adopted several governance practices.
16. REPORT ON MANAGEMENT DISCUSSION AND ANALYSIS (MD&A)
Pursuant to Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report forms part of this Annual Report and provides an overview of the industry structure, developments, opportunities, threats, performance, outlook, risks, and internalcontrols of the Company.
Thesaidreportis annexed herewith and forms an integral part of the Boards Report. AnnexureI:ManagementDiscussion and Analysis Report
17. CODEOFCONDUCT
As per Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has laid down Code of Conduct for all Directors and Senior Management of the Company and the same has been posted on the website of the Company. Annual Compliance Report for the year ended March 31, 2025, has been received from all the Directors and Senior Management Personnel of the Company regarding compliance of all the provisions of Code of Conduct. Additionally, Company has also adopted code of conductforIndependent
Directors of the Company in accordance with the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Declaration regarding compliance with the code of conduct of board and senior management is annexed herewith Annexure-II-CodeofConduct
18. MD/CFO CERTIFICATE PURSUANT TO THE PROVISIONS OF REGULATION 17(8) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2015 I Nil
Pursuant to the provisions of Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Certificate jointly issued by the Managing Director and the Chief Financial Officer of the Company for the financial year ended 31st March 2025, confirming the correctness of financial statements and the adequacyofinternal controls, has been obtained.
Thesaid certificateformspartofthisAnnualReportand is annexed herewithas:
Annexure III - MD/CFO Certificate
19. EMPLOYEESTOCK OPTION PLAN
The Company has established an Employee Stock Option Scheme titled "Vasa ESOS 2023" with effect from September20, 2023, to attract, retain, and incentivize eligible employees by providing them an opportunity to participate in the growth of the Company.
Theschemewasapprovedby:
?€? TheNomination and Remuneration Committee (NRC) held in its meeting on August 23, 2023.
?€? The Board of Directors in its meeting held on the same date, i.e., August 23, 2023, based on the NRCs recommendation.
?€? The Shareholders of the Company by way of Special Resolution at the Annual General Meeting held on September 20,2023.
The total pool size under the Vasa ESOS 2023 Scheme is fixed at 2% of the total existing share capital of the Company as on the date of approval, amounting to 3,20,324 equity shares.
The scheme is administered and implemented by the Nomination and Remuneration Committee in accordance with the applicable provisions of the Companies Act, 2013, and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
Pursuant to the approval of the Vasa ESOS 2023 Scheme, the Company has initiated the grant of stock options in multiple tranches to eligible employees, in recognition of their contribution and to foster long-term value creationthrough equity participation.
Under the first tranche of the Scheme, the Company granted a total of 39,215 employee stock options to eligible employees. Each option confers the right to subscribe to one equity share of the Company at a fixed exercise price of ?10 per share, being the face value of the equity shares. The grant under Tranche 1 was approved by the Nomination and Remuneration Committee through circular resolution dated January 24, 2024. These options were granted in accordance with the vesting schedule, exercise period, and other terms and conditions prescribed in the Vasa ESOS 2023 Scheme. This tranche marked the initial rollout of the Scheme,enablingkey employees to participate in the Companys growth journey.
Under the second tranche, the Company granted 1,21,441 employee stock options to a broader set of eligible employees. The options entitle the holders to subscribe to equity shares of the Company at an exercise price equivalent to the book value per equity share as on March 31, 2025. The grant under Tranche 2 was approved by the Nomination and Remuneration Committee at its duly convened meeting held on May 16, 2025, and the same was taken note of by the Board of Directors at its duly convened meeting held on the same date. This tranche was strategically designed to align employee incentives with the Companys long-term financial performanceandshareholdervaluecreation.
Both tranches have been granted in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and are being administered by the Nomination and Remuneration Committee, which oversees the implementation and governance of the Scheme.
20. CREDITRATINGS
During the financial year, CRISIL Ratings Limited has reaffirmed the Companys credit rating as under: Long-TermBankFacilities(Rs.15 crore)-CRISILBBB/Stable
The rating reflects the Companys established operational track record in oral care contract manufacturing, long-standing association with reputed clients, and experienced promoters. CRISIL has noted stable performance in FY24, supported by improvement in scale and sustained operating margins. The financial risk profileis adequate, with a conservative capital structure and efficient working capital management.
However, the rating is constrained by the modest scale of operations, high client concentration risk, and exposure to volatility in raw material prices. The outlook remains Stable, indicating CRISILs expectation that the Companywillmaintain its credit profile over the medium term.
21. CHANGEINMEMORANDUMANDARTICLE OF ASSOCIATION
During thefinancialyearunderreview,theCompany undertook amendments to its constitutional documents?€” namely the Memorandum of Association and the Articles of Association?€”to support its capital structuring decisions and ensure alignment with evolving regulatory and strategic requirements.
In view of the issuance of convertible warrants and equity shares during the year, the Company increased
its authorized share capital from Rs. 16,50,10,000 (Rupees Sixteen Crore Fifty Lakh Ten Thousand only) to Rs. 20,00,00,000 (Rupees Twenty Crore only). As a result of this increase, Clause 5 of the Memorandum of Association was altered to reflect the revised capital structure. The amended clause now reads as under:
" The Authorized Share Capital of the Company is Rs. 20,00,00,000 (Rupees Twenty Crore only) divided into
1.99.99.000 (One Crore Ninety-Nine Lakh Ninety-Nine Thousand) equity shares of Rs. 10/- (Rupees Ten only) each and1,000 (OneThousand) preference shares of Rs. 10/- (Rupees Ten only) each."
Additionally, with a view to facilitating future capital raising through permissible modes and to ensure statutory flexibility in issuing securities, the Company inserted a new Clause 8 in its Articles of Association. This newly inserted clause enables the Board of Directors to undertake further issuances of securities, including by way of preferential allotment or private placement, in accordance with applicable legal and regulatory frameworks. Theinsertedclausereadsasfollows:
" Notwithstanding anything contained, further issue of securities may be made in any manner whatsoever as the Board may determine, including by way of preferential offer or private placement, subject to and in accordance with the provisions of the Companies Act, 2013, the rules made thereunder, and the pricing methodology as prescribed for listed entities under the regulations issued by the Securities and Exchange Board of India (SEBI) fromtimeto time."
Both the alteration to Clause 5 of the Memorandum of Association and the insertion of Clause 8 into the Articles of Association were duly considered and approved by the shareholders of the Company through a specialresolutionpassedattheExtra-OrdinaryGeneral MeetingheldonOctober 28, 2024.
These amendments are in line with the Companys long-term strategic objectives and provide the necessary statutory and operational flexibility to manage capital structure efficiently, in compliance with applicable provisions of the Companies Act, 2013 and SEBI regulations.
22. REGISTERED OFFICEOF THECOMPANY
During the year under review, there was no change in the location of the registered office of the Company. It continues to be situated at Khasra No. 714, P.O. Village Chattarpur, South Delhi, New Delhi - 110074,India.
23. CHANGESIN SHARECAPITAL:
In its pursuit of growth and strategic alignment, the Company has taken significant steps to strengthen its capital baseduringthe financial year 2024-25.
Recognizing the need to create sufficient headroom for future capital infusion, the Company enhanced its authorized share capital from Rs. 16,50,10,000 to Rs. 20,00,00,000. The revised capital structure now comprises
1.99.99.000 equity shares and 1,000 preference shares of Rs. 10 each. This change, aimed at facilitating the issuance of equity shares and convertible warrants, was duly approved by the Board of Directors on October 3, 2024, and received shareholders consent at the Extra-Ordinary General Meeting held on October 28, 2024. Following this, the Company secured in-principal approval from the stock exchange on January 28,2025, and the tradingapprovalfortheequityshares allotted was granted on February 10,2025.
Pursuant to these developments, the Company successfully allotted equity shares during the financial year, resulting in an increase in paid-up share capital from Rs. 16,01,62,080 (comprising 1,60,16,208 equity shares of Rs. 10 each) to Rs.16,62,17,460 (comprising 1,66,21,746 fully paid-up equity shares of Rs. 10 each).
Subsequently post closure of the financial year: -
Further,, pursuant to the Board Meeting held on August 01, 2025, the Company approved the acquisition of IDS Denmed. As part of the consideration for this acquisition, the Company will issue 12,34,185 equity shares to the existing shareholders of IDS Denmed through a share swap arrangement as discussed under Point 9(D). This issuance is subject to approval by the shareholders in the Extraordinary General Meeting (EGM) scheduled for August 25, 2025, as well as necessary regulatory approvals under applicable SEBI
| regulations. | |
| Authorized Share Capital:- | |
| Particulars | Authorized Share Capital |
| As of 31 st March 2024 | Rs. 16,50,10,000 |
| Add: | Rs. 3,49,90,000 |
| Revised Authorized Capital as of 31 st March 2025 | Rs. 20,00,00,000 |
| Paid Up Share Capital: - | |
| Particulars | Paid up Share Capital |
| As of 31 st March 2024, | Rs. 16,01,62,080 |
| Equity issue | Rs. 60,55,380 |
| Revised paid up Capital as of | Rs. 16,62,17,460 |
| 31st March 2025 | |
Apart from this, there was no further alteration in the capital structure. The Company did not issue any equity shares via rights issue, bonus issue, qualified institutional placement, or private placement (other than the above). Additionally, no equity shares with differential voting rights, sweat equity shares, debentures, nonconvertible instruments, or employee stock options/schemes were issued during the financial year.
As on March 31, 2025, the capital structure reflects a stronger and well-aligned foundation, positioning the Company to confidently pursue its strategic goals and long-term value creation.
24. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on March 31, 2025, the Board of Directors of the Company comprised a balanced mix of executive and nonexecutive directors, including independent directors, with diverse expertise and experience across industries. The composition of the Board is as follows:
| DIN/PAN | NAME OF THE DIRECTOR/KMP | DESIGNATION | DATE OF APPOINTEMNT |
| 07487686 | Dr. Vikas Agarwal | Chairman & Managing Director | 29-08-2016 |
| 07484533 | Mr. Sandeep Aggarwal | Whole-time Director | 29-08-2016 |
| 10056201 | Mrs. Akanksha Aggarwal | Non-Executive Director | 01-03-2023 |
| 08734797 | Mr. Ravi Jagetiya | Non-Executive Independent Director | 17-03-2023 |
| 10053612 | Mr. Varun Chugh | Non-Executive Independent Director | 17-03-2023 |
| 05216282 | Mr. Parmeshwar Ravi | Non-Executive Independent Director | 11-03-2024 |
| 10799309 | Dr. Rohan Kaushikbhai Bhatt | Additional Non-Executive Director | 14-11-2024 |
| ADCPA6483A | Mr. Gaurav Agarwal | Chief Financial Officer | 03-10-2024 |
| CGTPN2449D | Ms. Nidhi | Company Secretary & Compliance Officer | 14-02-2025 |
The Board continues to function in a transparent, responsible, and effective manner in alignment with the
Companys governance framework and statutory obligations.
After the closure of the financial year 2024-25, Mr. Akhilesh Attray (Membership No. ACS 70791) resigned from the position of Company Secretary and Compliance Officer, which was effective from January 07,
2025. The Board places on record its appreciation for his valuable contributions during his tenure.
Thereafter, the Board, at its meeting held on February 14, 2025, approved the appointment of Ms. Nidhi (Membership No. ACS 74591) as the Company Secretary and Compliance Officer with effect from the same
date.
CHANGE INDIRECTORS/KEY MANAGERIAL PERSONNEL TILL THE DATE OF THIS REPORT:
The details about the changes in Directors or Key Managerial Personnel by way of Appointment, change in designation, Resignation, Death, Dis-quaiification, variation made or withdrawn etc. are as follows:
| Name | Designation | Nature of change | With effect from |
| 1 Dr. Vikas Agarwal | Chairman & Managing Director Additional fNon- | Re-appointment | September 30, 2024 |
| 2 Dr. Rohan iRhikAtaiBhatt | Exicutivn) Director | Appointment | November 14, 2024 |
25. WOMEN DIRECTOR:
In accordance with the provisions of Section 149(1) of the Companies Act, 2013, read with Rule 3 of the Companies (Appointment and QnalificaPionsDf Directors) Rules,R014, inclEdingany statutofy modification(s)
or re-enactment(s) thereof for the time being in force, and other applicable
provisions, if any, the Company has tomplied with tha requirementotaRpointingat least
one-woman cdir
In line with this statutory requirement, Dr. Akanksha Aggarwal (DIN: 10056201) was appointed as a Non- EDenutioeWomay minartoron tUmUnard ofthe Company with effect from March 01,2023. Her appointment reflects the Companys commitment to promoting gender diversity and balanced representation attteBmurd level.
26. RETIRING BY ROTATION:
Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, all Rirectors, axcept Independegt Directors, are liable to retire by rotatioo. (Emu-third of such Directors, wAr hart beaR iungeat in offine siucuDKuiriast upanintment,shall tetire at eaat Annunl GtnKrol Meet iRf. u nO.it eligible, may offer themselves for re-appointment.
Accordingly, Dr. Akanksha Aggarwal (DIN: 10056201), Non-Executive Director of the Company, being the
Oirectonotgest in office among those liable to retire by rotation, is due to retire at fhetu suinRftnntalGnn eral Meeting. Being eligible, she has offered herself for re-appointment.
| 3 Mr. Sandeep Aggarwalt | CFO | Resignation | October 03, 2024 |
| 4 Mr. Gaurav Agarwal | CFO | Appointment | October 03, 2024 |
| 5 Mr. Akhilesh Attray | Company Secreta ry & Compliance Officer | Resignation | January 7,2025 |
| 6 Ms. Nidhi | Company Secretary & Compliance Officer | Appointment | February 14,2025 |
Her re-appointment, if approved by the members, shall not be deemed to constitute a break in his office as the Non- Executive Director of the Company.
27. INDEPENDENT DIRECTORS DECLARATION:
The Company has three Independent Directors on its Board, in compliance with the provisions of the Companies Act, 2013 and applicable rules and regulations. The details of the Independent Directors are as follows:
Mr. Ravi Jagetiya (DIN: 08734797)
Mr. Ravi Parmeshwar (DIN: 05216282)
Mr. Varun Chugh (DIN: 10053612)
Pursuant to the provisions of Section 149(8) of the Companies Act, 2013 read with Schedule IV of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has devised a formal framework for performance evaluation of the Board, its Committees, and individual Directors, including Independent Directors.
In accordance with this framework, performance evaluations from all the Independent Directors were duly received on 15th May, 2025. The evaluation was carried out through a structured questionnaire which covered various aspects such as:
?€? Participation in Board and Committee meetings;
?€? Understanding of the Companys business and regulatory environment;
?€? Contribution to strategic decision-making;
?€? Safeguarding the interest of stakeholders;
?€? Upholding high standards of integrity and governance;
?€? Active engagement in the functioning and effectiveness of the Board.
The Independent Directors have also submitted a declaration confirming that they meet the criteria of independence as specified under Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.
No separate meeting of the Independent Directors was held during the financial year 2024-25. However, since the Company is listed on the SME platform, it is exempt from certain corporate governance provisions in accordance with Regulation 15(2) of the SEBI (LODR) Regulations, 2015, which include the requirement of holding a separate meeting of Independent Directors.
Despite the exemption, the Board of Directors remains committed to sound governance practices. The feedback received from the Independent Directors during the evaluation process has been duly considered to enhance the effectiveness of the Board and its committees.
The Board is of the view that the Independent Directors have performed their roles with diligence and provided valuable guidance and independent judgment in the interest of the Company and its stakeholders.
28.INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT
DIRECTOR
Pursuantto the provisions of Section 134(3) of the Companies Act, 2013, read with Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Board of Directors is required to state its opinion on the integrity, expertise, and experience (including proficiency) of the Independent Directors of the Company.
As theCompany is a listed entity, the provisions of Section 149(4) of the Companies Act, 2013, relating to the
appointment of Independent Directors are applicable. In compliance with these provisions, the Board has carried out a comprehensive evaluation of the integrity, expertise, and experience of all Independent Directors.
The Board confirms that each of the Independent Directors possesses the necessary qualifications, skills, and exiaeriecchrequiredfortlaei r role. Their professional background, in-depth knowledge, and expertise in diversnsectotafurther contribute to the strategic and operational objectives of the Company. Furthermore, the Independent Directors have demonstrated the requisite proficiency as cur thneriteri a laidoutunderthe SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and have actively contributed to the governanceframework of the Company.
The Board is of the opinion that the Independent Directors meet the independence criteria under Section 149(6) ofshe Compaaieshct,2013,dhddapa the nssessary compalenceto discharpe theirdutieteffectively and
independently.
29. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
The Board of Directors of the Company has conducted Six (06) meetings during the financial year under review.
The maximum interval between any two meetings was well within the maximum permissible period of one hundred and twenty days.
The followings Meetings of Board ofDirectors took place during the Financial Yearunder review:
| Total Number of directors associated as on the date of meeting | Attendance | |||
| S.No | Date ofMeeting | No. of directors Attended | % of attendance | |
| 1. | 16.05.2024 | 6 | 6 | |
| 2. | 26.07.2024 | 6 | 6 | |
| 3. | 22.08.2024 | 6 | 4 | 66.67 |
| 4. | 03.10.2024 | 6 | 4 | 66.67 |
| 5. | 14.11.2024 | 7 | 4 | 57.14 |
| 6. | 14.02.2025 | 7 | 7 | |
Attendance ofdirectors in board meetings:
| Name of the Director | No. of Meetings held | No. of Meetings attended H |
| Dr.VikasAgarwal | 6 | 6 |
| Mr.SandeepAggarwal | 6 | 6 |
| Dr. Akanksha Agga rwal | 6 | 4 |
VASA Denticity Limited 79
| Mr. Ravi Jagetiya | 6 | 5 |
| Mr. Parmeshwar Ravi | 6 | 5 |
| Mr. Varun Chugh | 6 | 4 |
| Dr. Rohan Khaushikbhai Bhatt | 2 | 1 |
30. MEETINGS OF THE SHAREHOLDERS
During the period under review, Following General Meetings of the shareholder of the Company held:
| Attendance | |||
| Type of Meeting | Date of Meeting | Total no. of shareholder | No. of shareholders attended |
| AnnualGeneralMeeting | 30.09.2024 | 2551 | 25 |
| Extra General Meeting | 28.10.2024 | 2600 | 16 |
31. COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE
In accordance with the provisions of Section 177 of the Companies Act, 2013 and the applicable rules made thereunder, the Board of Directors of the Company has constituted an Audit Committee. The Committee is entrusted withthe responsibility of overseeingtheCompanys financial reporting process, disclosure of financial information, internal controls, risk management, and audit functions.
Composition of the Committee:
| Name of the Committee Member | Designation in Committee | Designationin Company |
| Mr. Varun Chugh | Chairperson & Member | Non-Executive IndependentDirector |
| Mr. Ravi Jagetiya | Member | Non-Executive IndependentDirector |
| Dr.VikasAggarwal | Member | Chairman & Managing Director |
Annual Report 2024-25
Meetings:
The following Meetings of the Audit Committee took place during the Financial Year under review:
| Date of the Meeting | No. of Members entitled to attend | No. of Members attended | |
| 16.05.2024 | 3 | 3 | |
| 26.07.2024 | 3 | 3 | |
| 22.08.2024 | 3 | 2 | |
| 14.11.2024 | 3 | 3 | |
| 14.02.2024 | 3 | 3 | |
| Attendance of Members in the Audit Committee meeting: | |||
| Attendance | |||
| Name of the Director | No. of Meetings held | No. of meetings Attended | % of attendance |
| Mr. Varun Chugh | 5 | 4 | 80 |
| Mr. Ravi Jagetiya | 5 | 5 | 100 |
| Dr. Vikas Agarwal | 5 | 5 | 100 |
NOMINATION & REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178(1) of the Companies Act, 2013 and the applicable rules fram thereunder, the Company has duly constituted a Nomination and Remuneration Committee to oversee matte relating to the appointment, performance evaluation, and remuneration of Directors and senior manageme personnel.
Composition of the Committee:
| Name of the Committee Member | Designation in Committee | Designation in Company |
| Mr. Ravi Jagetiya | Chairperson & Member | Non-Executive Independent Director |
| Mr. Varun Chugh | Member | Non-Executive Independent Director |
| Ms. Akanksha Aggarwal | Member | Non-Executive Director |
Meetings:
The following Meetings of the Nomination & Remuneration Committee took place during the Financial Ye
| under review: | ||
| Date of the Meeting | No. of Members entitled to attend | No. of Members attended |
| 16.05.2024 | 3 | 2 |
| 14.02.2025 | 3 | 3 |
Attendance of Members at the Nomination & Remuneration Committee meeting:
| Attendence | |||
| Name of the Director | No. of Meetings held | No. of meetings Attended | % of attendance |
| Mr. Ravi Jagetiya | 2 | 2 | 1\u2014 1 O O |
| Mr. Varun Chugh | 2 | 2 | o o |
| Mrs. Akanksha | 2 | 1 | 50 |
| Agga rwal | |||
The Committee has discharged its responsibilities relating to the formulation of criteria for appointment, evaluation of performance of Directors, and recommendation of remuneration policies for the Directors and Key Managerial Personnel.
STAKEHOLDER RELATIONSHIP COMMITTEE:
In accordance with Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance requirements under Regulation 20 pertaining to the constitution of a Stakeholders Relationship Committee are not mandatorily applicable to companies listed on the SME Platform.
However, as a measure of good governance and proactive investor service, the Company has voluntarily constituted a Stakeholders Relationship Committee to oversee matters relating to shareholders and investors interests.
Composition of the Committee:
| Name of the Committee Members | Designation in Committee | Designation in Company |
| Mr. Varun Chugh | Chairperson & Member | Non-Executive Independent Director |
| Dr. Vikas Agarwal | Member | Managing Director |
| Mr. Sandeep Aggarwal | Member | Whole-Time Director |
Meetings:
As the Company is not mandatorily required to hold separate meetings of the Stakeholders Relationship Committee under SEBI LODR Regulations, no standalone meeting of the Committee was held during the year under review. However, important matters concerning stakeholder relations and investor grievances were duly considered and addressed in the meetings of the Board of Directors.
As on March 31, 2025, there were no pending investor complaints, and all queries received from shareholders during the year were resolved in a timely and satisfactory manner.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE & (CSR) POLICY:
In accordance with the provisions of Section 135 of the Companies Act, 2013, and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted a Corporate Social Responsibility (CSR) Committee to oversee and implement its CSR initiatives in a structured and effective manner.
CSR Committee:
The CSR Committee is responsible for formulating and recommending the CSR Policy to the Board, identifying
and approving CSR projects in line with the policy, monitoring the implementation of CSR activities, and ensuring compliance with statutory obligations.
Composition of the CSR Committee:
| S.No. | Name of the Committee Member | Designation in Committee | Designation in Company |
| 1 | Dr. Vikas Agarwal | Chairperson & Member | Chairman & Managing Director |
| 2 | Mr. Sandeep Aggarwal | Member | Whole Time Director |
| 3 | Mr. Ravi Kant Jagetiya | Member | Non-Executive Independent Director |
CSR Policy:
The Company has adopted a well-defined CSR Policy that outlines its vision, guiding principles, focus areas, and the mechanism for implementation and monitoring of CSR programs. The Policy is designed to serve the larger goal of contributing towards the development of society.
The CSR Policy of the Company is available on its website at . A brief outline of the CSR Policy and the initiatives undertaken during the financial year 2024-25 is provided in Annexure to this Report, as per the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.
ANNEXURE-IV: RETURN ON CSR
FUND AND INVESTMENT COMMITTEE:
Post closure of the financial year, in view of the Companys evolving operational requirements and in order to facilitate a more efficient and responsive decision-making process, the Board of Directors, at its first meeting of the financial year 2025-26 held on 16th May, 2025, approved the constitution of a Fund and Investment Committee.
The primary objective of constituting this Committee is to streamline and expedite decision-making related to the Companys funding, investment, and borrowing activities, particularly those associated with meeting working capital and other financing needs. The Committee has been empowered to act on matters that would otherwise require full Board approval, thereby ensuring timely execution of financial strategies without the necessity of convening a Board meeting for each such transaction.
Composition of the Committee:
| Name of the Member | Designation in Committee | Designation in Company |
| Dr. Vikas Agarwal | Chairperson & Member | Chairman & Managing Director |
| Mr. Sandeep Aggarwal | Member | Whole-Time Director |
| Mrs. Akanksha Aggarwal | Member | Non-Executive Director |
The Committee shall function within the scope of authority delegated by the Board and shall operate in accordance with the applicable provisions of the Companies Act, 2013, and internal governance policies of the Company.
32. COMPANYS POLICY ON DIRECTORS, KMPS & OTHER EMPLOYEES APPOINTMENT & REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE, ETC.:
In accordance with the provisions of Section 178(1) of the Companies Act, 2013, the constitution of a Nomination and Remuneration Committee is applicable to the Company. Accordingly, the Company has duly constituted the Committee and has formulated a Nomination and Remuneration Policy in line with the provisions of Section 178(3) of the Act.
The Policy lays down the framework for appointment and removal of Directors, Key Managerial Personnel, and Senior Management, as well as the criteria for determining qualifications, positive attributes, and independence of Directors. It also outlines the guiding principles for evaluating their performance and determining their remuneration, ensuring that it is fair, transparent, and aligned with the objectives and long-term interests of the Company.
33. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Board of Directors of the Company confirms that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) The directors had 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 profit and loss of the Company for that period;
(c) The directors had 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 had prepared the annual accounts on a going concern basis;
(e) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
34. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The term "Internal Financial Controls" refers to the policies and procedures adopted by the Company to ensure the orderly and efficient conduct of its business, including adherence to its internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.
The Company has established and maintained adequate internal financial controls with reference to the financial statements, commensurate with the size and nature of its operations. During the year under review, the effectiveness of such controls was evaluated and tested. Based on the internal assessments and independent audit reviews, no reportable material weaknesses in the design or operation of internal financial controls were observed.
The Board is of the opinion that the Company has sound internal financial controls in place, which are operating effectively and are adequate for ensuring the integrity of its financial reporting and compliance with
35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION 12 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
During the financial year under review, the Statutory Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees under sub-section (12) of Section 143 of the Companies Act, 2013, except for those which are required to be reported to the Central Government in the prescribed manner as per the Companies (Audit and Auditors) Rules, 2014. The Board of Directors hereby confirms that it has not received any such report from the Statutory Auditors and there have been no material instances of fraud noticed or reported during the year that require disclosure in this Report.
36. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:
As on March 31, 2025, the Company has two subsidiaries, namely Waldent Innovations Private Limited and Smileworks Private Limited.
(a) Waldent Innovations Private Limited (Wholly Owned Subsidiary).
Waldent Innovations Private Limited, originally incorporated on August 24, 2017, became a wholly owned subsidiary of Vasa Denticity Limited effective August 23, 2023, pursuant to the acquisition of 100% of its equity share capital by the Company.
The company is engaged in the business of manufacturing, processing, exporting, importing, distributing, and trading a wide range of surgical instruments, diagnostic equipment, and medical devices. Its product portfolio includes medical furniture, syringes, needles, urobags, poly masks, oxygen tents, catheters, cannulas, suction devices, infusion and dialysis sets, gloves, stethoscopes, sphygmomanometers, microscopes, otoscopes, and various other disposable and non-disposable surgical and medical products. Waldent also deals in medical kits and containers, thereby catering to the broader healthcare segment with high-quality, affordable, and accessible solutions.
(b) Smileworks Private Limited (60% stake)
Smileworks Private Limited was incorporated on October 29, 2024, as a subsidiary of Vasa Denticity Limited, which has held 60% of its equity share capital since incorporation, thereby retaining controlling interest from the outset.
Smileworks Private Limited is engaged in the comprehensive business of manufacturing, producing, refining, processing, exporting, importing, distributing, trading, merchandising, and dealing in a wide array of dental products. The companys operations encompass the sale, purchase, repacking, wholesaling, retailing, and stocking of artificial dentures, including full and partial acrylic dentures, acrylic and metallic fixed bridges, removable cast partial dentures, metallic and acrylic crowns, ceramic dental prostheses, implant-based dental prostheses, injection-moulded dentures, and readymade teeth. Additionally, Smileworks deals in all varieties of dental raw materials.
Beyond prosthetics, Smileworks also undertakes the business of manufacturing and supplying surgical instruments, medical furniture, diagnostic and medical equipment, and various medical kits, thereby catering to both dental and general healthcare needs.
(a) Dentalkart Distribution UK Limited
On May 21,2025, the Company formed a foreign subsidiary named Dentalkart Distribution UK Limited in the United Kingdom. The subsidiary is headquartered in England and Wales, with its registered office located at 120 Honeysuckle Avenue, Cheltenham, GL53 0AT. The Company holds a 51% stake in Dentalkart Distribution UK Limited, which allows it to exercise significant control over the subsidiarys operations in the UK and Europe.
The establishment of Dentalkart Distribution UK Limited aligns with the Companys strategic goal to expand its international footprint and strengthen its position in the European markets. The subsidiary will primarily focus on distributing the Companys dental products and services across the UK and neighboring regions. With this move, the Company aims to increase its market reach, enhance product distribution, and tap into new business opportunities in the dental sector internationally.
(b) IDS Denmed Pvt. Ltd
On August 01, 2025, the Board of Directors approved the acquisition of a 51% stake in IDS Denmed Pvt. Ltd., which will become a subsidiary of the Company, subject to shareholder and regulatory approvals. The acquisition includes:
?€? 19.92% stake acquired through cash consideration.
?€? 31.08% stake to be acquired via a share swap arrangement, pending shareholder approval.
This strategic move combines Dentalkarts digital capabilities with IDS Denmeds established offline distribution network, providing a comprehensive solution for dental professionals across India.
An Extraordinary General Meeting (EGM) is scheduled for August 25, 2025, to seek shareholder approval for the acquisition and related resolutions.
In accordance with the provisions of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiaries in Form AOC-1 is attached to this Report as Annexure V.
The financial statements of the subsidiary companies and related detailed information are available for inspection by the members at the registered office of the Company and can also be provided upon request in accordance with the applicable laws.
37. DEPOSITS:
Pursuant to the provisions of Sections 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, the Company is permitted to accept deposits from its members, directors and their relatives, and from the public (in case of eligible companies), subject to compliance with the conditions prescribed under the said Act and Rules.
However, during the year under review, the Company has not accepted any deposits from the public, its members, directors, or their relatives, or any other person, as defined under the Companies Act, 2013. Further, no amounts were outstanding as deposits either at the beginning or at the end of the financial year. Accordingly, the Company has complied with the applicable provisions relating to the acceptance of deposits under the Companies Act, 2013.
| S.No. Particular(s) | Amount |
| 1. Deposit Accepted during year | Nil |
| 2. Deposit remained unpaid or unclaimed at the end of year | Nil |
| 3. Amount of default in repayment of deposit or payment of interest thereon beginning of year | Nil |
| 4. Maximum amount of default in repayment of deposits or payment of interest thereon during year | Nil |
| 5. Amount of default in repayment of deposits or payment of interest thereon end of year | Nil |
| 6. Number of cases of default in repayment of deposits or payment of interest thereon beginning of year | Nil |
| 7. Maximum number of cases of default in repayment of deposits or payment of interest thereon during year | Nil |
| 8. Number of cases of default in repayment of deposits or payment of interest thereon end of year | Nil |
| 9. Details of deposits which are not in compliance with requirement of Chapter V of Act | Nil |
38. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENT U/S 186 OF THE ACT
Pursuant to the provisions of Section 186 of the Companies Act, 2013, read with the Companies (Meetings of Board and their Powers) Rules, 2014, the Company is empowered to make investments and grant loans, subject to compliance with prescribed limits and approvals. The Company has duly complied with the said provisions during the financial year under review. The detailed particulars of such transactions are as under
(A) Investments:
During the year under review, the Company made the following investments in accordance with Section 186(1) and other applicable provisions of the Companies Act, 2013:
1. Initial Investment in Subsidiary:
On October 29, 2024, the Company incorporated Smileworks Private Limited as its subsidiary by subscribing to
6000 equity shares which comprised 60% of the equity share capital at the time of incorporation. This investment was made with the objective of expanding the Companys operations in the dental and general healthcare product
segment.
Below is a summary table with relevant information regarding the incorporation and investment details.
2. Preferential Allotment by Subsidiary- Consideration Other Than Cash:
Further, during the financial year, Smileworks Private Limited issued and allotted 8,00,000 equity shares of Rs.
10 each to the Company on a preferential basis, for a total consideration of Rs. 80,00,000, This allotment was made as consideration other than cash. This allotment was made in compliance with applicable provisions of the
VASA Denticity Limited 87
Companies Act, 2013.
As a result of the above transactions, the aggregate investment made by the Company in Smileworks Private Limited as on March 31, 2025, stands at Rs. 1,80,60,000 comprising of 18,06,000 equity shares of Rs. 10 each/- (60% of total equity capital of the company) comprising 6000 equity shares as initial subscription), 10,00,000 equity shares due to conversion of loan into equity, and 8,00,000 equity shares allotted pursuant to preferential allotment.
(B) Loan:
During the financial year, the Company had granted a loan of Rs. 1,00,00,000 to its subsidiary, Smileworks Private Limited, in compliance with Section 186(2) of the Companies Act, 2013. The loan was extended for operational and business expansion purposes and was approved by the Board as required under Section 186(5). The transaction was recorded in the Companys Register of Loans in accordance with Section 189 of the Act.
Subsequently, the entire loan amount was converted into equity shares of the subsidiary, as detailed above, in compliance with Section 62(3) of the Act. Accordingly, there were no outstanding loan balances as on March 31, 2025.
(C) Subsequent to the closure of the financial year:
(a) On May 21, 2025, the Company formed a foreign subsidiary named Dentalkart Distribution UK Limited in the United Kingdom. The subsidiary is headquartered in England and Wales, with its registered office located at 120 Honeysuckle Avenue, Cheltenham, GL53 0AT. The Company holds a 51% stake in Dentalkart Distribution UK Limited, which allows it to exercise significant control over the subsidiarys operations in the UK and Europe.
The establishment of Dentalkart Distribution UK Limited aligns with the Companys strategic goal to expand its international footprint and strengthen its position in the European markets. The subsidiary will primarily focus on distributing the Companys dental products and services across the UK and neighboring regions. With this move, the Company aims to increase its market reach, enhance product distribution, and tap into new business opportunities in the dental sector internationally.
Below is a summary table with relevant information regarding the incorporation and investment details
| Particulars | Details |
| CIN | 16465504 |
| Name of the party | Dentalkart Distribution Uk Ltd |
| Nature of transaction | Investment |
| Rate of Interest in case of loan | NA |
| Brief of the transaction | The Company acquired a 51% stake in Dentalkart Distribution UK Limited, which allows it to exercise significant control over the subsidiary\u2019s operations in the UK and Europe |
| Amount | 510 GBP equivalent to Rs. 60,000 (Approx) |
| Date of passing Board resolution | March 24, 2025 |
| Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium breached | No |
| Whether the transaction falls under the purview of Section 186(3) (Special Resolution) | No |
| Whether the transaction falls under the purview of Section 186(3) (Special Resolution) | No |
| SRN of MGT-14 | AB6199146 |
(b) On August 01,2025, the Board of Directors approved the acquisition of a 51% stake in IDS Denmed Pvt. Ltd. As a result of this acquisition, IDS Denmed will become a subsidiary of the Company, subject to shareholder and regulatory approvals. The acquisition comprises:
?€? 19.92% stake acquired through cash consideration.
?€? 31.08% stake to be acquired via a share swap arrangement, pending shareholder approval.
This strategic acquisition combines Dentalkarts digital expertise with IDS Denmeds established offline distribution network, creating a comprehensive solution for dental professionals across India.
An Extraordinary General Meeting (EGM) is scheduled for August 25, 2025, to seek shareholder approval for the acquisition and related resolutions.
Below is a summary table with relevant information regarding the investment details
| Particulars | Details | |
| CIN | U33111DL2006PTC148336 | |
| Name of the party | IDS DENMED PRIVATE LIMITED | |
| Nature of transaction | Investment | |
| Rate of Interest in case of loan | NA | |
| Brief of the transaction | The Board of Directors approved the acquisition of a 51% stake in IDS Denmed Pvt. Ltd in which 19.92% stake acquired through cash consideration and 31.08% stake to be acquired via a share swap arrangement, pending shareholder approval | |
| Amount | Rs. 128,01,00,000 | |
| Date of passing Board resolution | August 01, 2025 | |
| Whether the threshold of 60% of paid-up share capital, free reserves and securities premium account or 100% of its free reserves and securities premium breached | No | |
| Whetherthetransaction falls u nderthe p urview o fS ection 186(3) (Special Resolution) | No | |
| Whetherthetransaction falls u nderthe p urview o fS ection 186(3) (Special Resolution) | No | |
| SRN of MGT-14 | AB5842674 | |
Apart from the transactions mentioned ^lbo\/?‚?e, theCompany has not maide any other investments, given any loans, or provided any guarantees: or securities falling wiOliii"i ^h^ ambi t Sectio n 186 oO tl"ie Compani <5:: A ct,
2013 during the financialyear ended March 31,2025.
39. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S SECTION 1 885 OF THE ACT
All related party transactions entered into by the Company during the financial yearwere in the ordinary course
of business and on arms; length basis, and in compliance with the provisions of Section 188 of the Companies Act, 2013 and the applicable Rules made thereunder.
In accordance w ith the requirements o f S ection 134(3)(h) o fthe C ompanies A ct, 2 013, read w ith R ule 8 (2) o f the Companies (Accounts) Rules, 2014, the Form AOC-2, containing the particulars of contracts or arrangements with related parties as required underSection 188(1), is annexed to this Report as Annexure-VI.
Further, disclosures as required under Accounting Standard (AS) 18 - Related Party Disclosures have been made in the Note 37(b) to the Financial Statements, forming part ofthisAnnual Report.
40. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND) OUTGO:
The management i s adopting all possible measuresto conserve energy and absorb l atest technology available as is required underthe provisions of Section 134(m) ofthe Companies Act, 2013.
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
Conservation of Energy:
| the steps taken orimpacton conservation of energy | NIL |
| the steps taken by the company for utilizingalternate sources ofenergy | NIL |
| the capital investment on energy conservation equipment | NIL |
| the efforts made towards technology absorption | NIL |
| the benefits derived like product improvement, cost reduction, product development or import substitution | NIL |
| in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) | |
| Details of technology imported, if any | NA |
| Year of Import | NA |
| Whether imported technology fully absorbed | NA |
| if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and | NA |
| the expenditure incurred on Research and Development | NA |
Foreign Exchange Earnings/ Outgo:
41. RISK MANAGEMENT POLICY:
The board of directors of the company has adopted a risk management policy pursuant to the applicable provisions of the companies act, 2013 and relevant guidelines. The policy provides a structured and disciplined approach to identifying, assessing, mitigating, and monitoring various risks related to the companys operations and strategic objectives. It enables proactive management of risks across key functional areas including financial, operational, regulatory, technological, and reputational risks.
The risk management framework is periodically reviewed by the board to ensure its effectiveness and alignment with the evolving business environment.
Further details on the companys risk management initiatives, key identified risks, and mitigation strategies have been provided in the Management Discussion and Analysis (MD&A) section, which forms an integral part of the annual report.
42. ESTABLISHMENT OF VIGIL MECHANISM
The Company has established a Vigil Mechanism in accordance with the provisions of Section 177(10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014. Additionally, the Company complies with the requirements of Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
| Earnings | NIL |
| Outgo | Rs. 34,69,12,000 |
This mechanism enables directors and employees of the Company to report their concerns in a secure and confidential manner. The Vigil Mechanism serves as a platform for stakeholders to bring to the attention of the management any genuine concerns or grievances relating to unethical practices or improper conduct without fear of retaliation or victimization.
The policy provides for adequate safeguards to protect whistle blowers from any form of harassment or adverse employment consequences. Further, as per the companys policy Protected Disclosures can be made to the Compliance Officer at or the Compliance Officer and Director at Khasra No. 714, Village P.O. Chaarpur, New Delhi- 110074. In exceptional circumstances, whistleblowers can contact the Whistle Officer for direct access to the Chairperson of the Audit Committee.
During the year under review:
The Vigil Mechanism remained fully operational and was actively monitored.
No individual was denied access to the Chairperson of the Audit Committee.
The Company did not receive any complaint under the mechanism for the financial year.
The Board affirms its commitment to uphold integrity, transparency, and ethical conduct across all levels of the organization. The Vigil Mechanism Policy is periodically reviewed to ensure its continued effectiveness and alignment with regulatory expectations and best practices in corporate governance.
43. EXTRACT OF ANNUAL RETURN:
MCA vide notification dated 05.03.2021 has substituted Rule 12 of The Companies (Management and Administration), Rules, 2014 as follows: - A copy of the annual return shall be filed with the Registrar with such fees as may be specified for this purpose, accordingly the requirement of MGT-9 has been dispensed with, however a copy of Annual Return in form MGT-7 is required to be placed over the website of the Company if any.
In compliance with the amended provisions and the requirements of Section 92(3) of the Companies Act, 2013, read with Regulation 46(2)(h) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company, being a listed entity, has maintained a functional website and placed the copy of the Annual Return (Form MGT-7).
Accordingly, stakeholders may access the Annual Return at the following web address:
44. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
Sexual harassment at the workplace constitutes a violation of the fundamental rights of a woman as guaranteed under the Constitution of India?€”namely, the right to equality under Articles 14 and 15, the right to life and to live with dignity under Article 21, and the right to practice any profession or to carry on any occupation, trade, or business under Article 19(1)(g), which includes the right to a safe and secure working environment.
In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, Vasa Denticity Limited has adopted a comprehensive policy on the prevention, prohibition, and redressal of sexual harassment at the workplace. The policy became effective from 22nd March 2023, and underscores the Companys commitment to ensuring a workplace that is free from all forms of harassment, discrimination, and intimidation.
The Company adopts a zero-tolerance policy towards sexual harassment and is committed to fostering a culture of equality, dignity, and respect. All complaints of sexual harassment are taken seriously, handled with the utmost confidentiality, and investigated in a prompt and impartial manner. Strict disciplinary action, including termination of employment, is taken against individuals found guilty of such misconduct. The Company also ensures that no employee is subjected to retaliation or victimization for raising a concern or participating in an
Internal Complaints Committee (ICC):
To ensure compliance with the Act and effective implementation of the policy, the Company has constituted an Internal Committee (IC), comprising the following members as on 31st March, 2025:
| S.No. Name of the Committee Members | Designation |
| 1 Dr. Shivali | Chairperson & Presiding Officer |
| 2 Dr. Shubham Sharma | Internal Member |
| 3 Mr. Saurabh Agarwal | Internal Member |
| 4 Ms. Garima Sabharwal | External Member |
The Committee is responsible for addressing complaints of sexual harassment and ensuring a safe, inclusive,
and supportive workplace environment for all employees.
Statutory Disclosures:
The details regarding sexual harassment complaints for the financial year 2024-25 are as follows:
| S.No. Particular | Status |
| 1 Number of Sexual Harassment Complaints received | 1 |
| 2 Number of Sexual Harassment Complaints dispose off | 1 |
| 3 Number of Sexual Harassment Complaint beyond 90 days. | Nil |
Your directors further state the following with respect to compliance under the Act:
?€? No other complaints were pending as of 31st March 2025.
?€? The Annual Report, as mandated under the Rules, was duly filed with the District Officer for the calendar year ended 31st December 2024, on 31st January 2025.
?€? No further action has been initiated either by the Company or by the District Officer in relation to sexual harassment matters.
Vasa Denticity Limited remains unwavering in its commitment to upholding the dignity, rights, and safety of all employees, and continues to ensure full compliance with applicable laws and best practices for a harassment- free workplace.
45. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:
There are no significant and material orders passed by the regulators/courts/tribunal which would impact the going concern status of the Company and its operations in the future.
46. PARTICULARS OF EMPLOYEES:
Section 197 of Companies Act, 2013 deals with the overall maximum managerial remuneration and managerial Remuneration in case of absence or inadequacy of profits. According to this section, the total managerial
remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed the prescribed limit.
The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - VII.
47. NUMBER OF EMPLOYEES AS ON THE CLOSURE OF FINANCIAL YEAR
As on March 31, 2025, the number of employees of the Company stood as 355, the category is mentioned below:
| Category | Number of Employees |
| Female | 88 |
| Male | 267 |
| Transgender | NIL |
| Total | 355 |
48. STATUTORY AUDITORS
M/s. KRA & Co., Chartered Accountants (Firm Registration No. 020266N), Peer Review Certificate No.: 015776 having their office at H-1/208, Garg Tower, Netaji Subhash Place, Pitampura, New Delhi - 110034, were appointed as the Statutory Auditors of the Company for a term of five consecutive financial years at the Seventh (07th ) Annual General Meeting of the Company for the Financial year 2022-23. Their tenure is scheduled to conclude at the close of the Twelfth (12th) Annual General Meeting for the Financial year 2027-28.
The remuneration, including out-of-pocket expenses, is determined by the Board of Directors of the Company from time to time. M/s. KRA & Co. have confirmed their eligibility and willingness to continue as Statutory Auditors of the Company and have provided a declaration that they satisfy the criteria prescribed under Section 141 of the Companies Act, 2013 and the rules made thereunder.
Pursuant to the notification of Section 40 of the Companies (Amendment) Act, 2017, which amended Section 139 of the Companies Act, 2013 and became effective from 7th May 2018, the requirement for annual ratification of auditors appointment by the shareholders has been dispensed with.
Accordingly, the Board of Directors recommends the continuation of M/s. KRA & Co., Chartered Accountants, (Firm Registration No. 020266N) as the Statutory Auditors of the Company to conduct the audit for the financial year 2024-2025.
49. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to annex with its Boards Report a Secretarial Audit Report issued by a Practising Company Secretary.
In compliance with the above requirements, the Board of Directors on the recommendation of Audit committee, at its first meeting of the financial year 2025-26 held on 16th May, 2025, appointed M/s. Naresh Verma & Associates having Peer Review Certificate Number: 3266/2023, Practising Company Secretaries, as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2024-2025
The Secretarial Audit Report for the financial year 2024-25, issued in Form MR-3, will form an integral part of this Annual Report and is annexed as Annexure VIII. The Report provides a detailed review of the Companys compliance with applicable laws, secretarial standards, listing regulations, and other regulatory frameworks.
The Board of Directors confirms that the Company has broadly complied with the applicable provisions of corporate laws during the year under review and continues to maintain robust systems to ensure ongoing statutory and regulatory compliance.
Further, the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024, were notified on 12th December 2024, introducing key changes to Regulation 24A of the SEBI (LODR) Regulations, 2015, mandating that all listed entities shall appoint a secretarial auditor for a continuous period of five years, starting from the financial year 2025-26.
However, in terms of Regulation 15(2) of the SEBI (LODR) Regulations, 2015, this requirement does not apply to companies listed on the SME Platform, and hence, the said five-year mandatory appointment is not applicable to the Company.
Despite this, the Company has voluntarily appointed M/s. Naresh Verma & Associates, Practising Company Secretaries (Peer Review Certificate Number: 3266/2023), for a period of five years, from the financial year 2025-26 to 2029-30. This appointment was approved by the Board of Directors in their meeting held on 14th August 2025 and will be approved at the ensuing Annual General Meeting (AGM).
50. INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and other applicable regulatory requirements, every listed company is required to appoint an internal auditor to conduct internal audit of its functions and activities.
In compliance with the said provisions, the Board of Directors, at its meeting of the financial year 2024-25 held on 14th November 2024, appointed M/s. BGMG & Associates, Chartered Accountants (Firm Registration No. 025265N), as the Internal Auditor of the Company for conducting the Internal Audit for the financial year 2024-2025.
M/s. BGMG & Associates are a reputed firm of Chartered Accountants, with extensive experience in auditing, internal control assessments, and risk management systems across varied industries. Their appointment underscores the Companys commitment to strengthening internal controls and ensuring sound governance practices.
The Internal Auditor reports directly to the Audit Committee and assists in evaluating the adequacy and effectiveness of the Companys internal control framework, operational efficiencies, and risk management processes. Periodic internal audit reports and observations are reviewed by the Audit Committee, and appropriate corrective actions are taken to address the identified areas of improvement.
The Board of Directors confirms that the internal audit function of the Company is operating independently and effectively, and provides valuable inputs in maintaining transparency, accountability, and compliance across all operational areas.
51.EXPLANATIO NORCOMMENTS BYTHEBOARDOFDIRECTORSONEVERYQUALIFICATIO N,RESERVATION ORADVERSEREMARKSOR DISCLAIMERMADE BY THE AUDITORINTHE AUDITREPORT:
By the Statutory Auditor:
The Statutory Auditor Report does not contain any adverse remark that require comments/representation from the board of directors.
By the Secretarial Auditor:
The Secretarial Auditor Report does not contain any adverse remark that require comments/representation from the board of direct cor;;.
By the Internal Auditor:
Summary of Internal Audit Observatio ns and Management Responses forthe Financial Yea r 2024-25 GST Comp Nances
E-way Bill Non-lssuance: E-way bills riot gensrated for some dispatches above thseshold.
Management Respo nse:ldeet ifiedcas es arethe ca ses weere the order gete cancelleda fter biliinu but hefore
(di^poaitch. Currently, Vinculum coresati^s E-invoice at the time of packing of materiaLWe ene exploring option where the E-way bill and E-invoice will be created at the time of dispatch and not at time of packing of material.
E-way BiU Generated tout: Not Booked: E-wen bills generated but not reEected in booEs/GeT e -l r
Management Reeponse:The iRentifibd urssu arewegre gounln were sent for CemoRdisptay putpoees onf
ynd not i ntnnded as a sale. As per GST provisi ons, suchnon -supply movements are permitted to be made on a dnlivery challan, and do not; Itoqrjir<^ reconmtiun irr stales registers car GSTR-C. However, due to operational oversight, E-Wau Bills were geneaated vuithout tagging the transactions clearly as demo-related. SOP issued to disTateh tens- for identifying trans ection and process bPem accordingly.
Mismatch in GST Returns and E-way Bills: Incorrect tax head used.
Managem ent Resp onse: Here is no shortfall/ default in paymentoftax. In i dentRied cases, IdRistic were put underthe head cottierchargeswh ile credtingthe waypill. Going further, the team is provided with SOPs to show logistic charges under specific head only.
RCM Non-gompliance:RCM not gaid on ap}licable transactions.
Management Response: The identified cases are i eteas ationaltranscations pro Messed through corforate cre dit cards wlfich [trot tracked lately con getting the monthly statement. VI/e are consolidating these transactions on a single card for immediate tracking and compliance.
s TC Reversal Not n oneTBooks sold at 0% GSTledto reversal requirement
Management Response: Ws f ave started a sectionof books and journals for dental stadentr where we are selling bocks at a nominal price. Since books are 0% rates in GST, this gederates a nominal reverse. of GST ieRut. Detailed working dor ITC reverse, under Rales 42 and 43 was prepared and shared. Based on the same, the applicable reversal was duly recounted for in the iooks during March 2025.
Ineligible ITC on Gifts: Claimed on Diwali gifts.
Management Response:Reversed in January 2025; to be updated in May return.
ManagementResponse: F&F process included in Employee Handbook; standalone policy to follow. Onboarding Document Gaps
Management Response: Reduced requirement to last 3 months salary slips/statements.
Frequent Recruitment Cancellations
Management Response: Largely due to internal redeployment or change in business priority; planning process being tightened.
Imports:
SEP Evaluation Not Done for Overseas Vendors
Management Response: All DTAA documents now received; going forward, compliance to be pre-verified. Inventory Management
Slow-Moving Inventory (>1 Year)
Management Response: Not significant; liquidation targets assigned to sales team.
Non-Moving Inventory (Rs. 25.31 Lakh)
Management Response: Provision of Rs. 4 Lakh created; discounted sales planned.
By the Cost Auditors:
Maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is not
applicable to the Company.
52. SECRETARIAL STANDARDS 1 AND 2
During the financial year under review, all meetings of the Board of Directors and the General Meetings of
the Company were duly convened, held, and conducted in accordance with the applicable provisions of the Companies Act, 2013 and in strict compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and the Secretarial Standard on General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government.
The Company has also adopted the revised Secretarial Standards (SS-1 and SS-2), which came into effect from 1st
April, 2024, and has ensured that all Board and General Meetings during the year were conducted in accordance with the amended provisions and best governance practices outlined therein.
The Board reiterates the Companys ongoing commitment to the highest standards of corporate governance, regulatory compliance, and ethical conduct in all aspects of its operations.
53. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR
During the year, there has been no case made or proceedings pending under the Insolvency and Bankruptcy Code, 2016. Hence, the said clause is NOT APPLICABLE to the company.
54. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.
During the Financial year under review, the company has not made any one-time Settlement with any party/ ies. Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions during the financial year under review.
55. AUDIT TRAIL IN THE ACCOUNTING SOFTWARE
The Ministry of Company Affairs (MCA) vide its notification dated March 24, 2021 and subsequent notification dated April 1, 2022, has made it mandatory for every company to fulfil the requirement of an audit trail feature in their accounting software from April 1st, 2023.
As per the above-mentioned notification, the company has fulfilled the requirement for an audit trail feature in its accounting software during the reporting period.
BRIEF ABOUT AUDIT TRAIL
Audit Trail (also called audit log) is a security-relevant chronological record, set of records, and/or destination and source of records that provide documentary evidence of the sequence of activities that have affected at any time a specific operation, procedure, event, or device. An audit trail can further be described as a step-bystep sequential record that provides evidence of documented history of a transaction by which the accounting, trade details, or other financial data can be traced to their source. Audit trails are used to verify and track many types of transactions, including accounting transactions and trades in brokerage accounts.
In accounting terms, it refers to documentation of detailed transactions supporting summary ledger entries. This documentation may be on paper or on electronic records.
56. DESIGNATED PERSON FOR REPORTING OF SIGNIFICANCE BENEFICIARY OWNER
Pursuant to the notification issued by the Ministry of Corporate Affairs dated October 27, 2023, introducing Sub-Rules (4) to (8) in Rule 9 of the Companies (Management and Administration) Second Amendment Rules, 2023, every company is required to designate a person responsible for furnishing information to the Registrar with respect to beneficial interest in shares under the provisions of Section 90 of the Companies Act, 2013 read with the Companies (Significant Beneficial Owners) Rules, 2018.
During the reporting period, the Company does not have any individual who holds beneficial interest, directly or indirectly, in such a manner so as to qualify as a Significant Beneficial Owner (SBO) under the aforesaid provisions. Accordingly, no SBO-related declarations, filings, or disclosures were required to be made by the Company during the financial year.
In compliance with Rule 9(4) of the amended Rules, the Company had initially designated Mr. Akhilesh, who was then serving as the Company Secretary & Compliance Officer of the company, as the responsible person for ensuring compliance with the SBO framework. Upon his resignation from the post of Company Secretary on January 7, 2025, the Board of Directors re-designated this responsibility to Ms. Nidhi Sharma, who assumed office as the Company Secretary with effect from February 14, 2025.
57. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Ministry of Corporate Affairs, vide Notification G.S.R. 357(E) dated May 30, 2025, introduced the Companies (Accounts) Second Amendment Rules, 2025, thereby amending the Companies (Accounts) Rules, 2014. These amendments, effective from July 14, 2025, mandate enhanced disclosures and compliance reporting with respect to the Maternity Benefit Act, 1961.
Accordingly, the Board of Directors of the Company confirms that:
The Company has duly complied with all the applicable provisions of the Maternity Benefit Act, 1961, including but not limited to, the grant of paid maternity leave, nursing breaks, protection against dismissal during maternity leave, and creche facilities (where applicable). The Company remains committed to maintaining a safe and inclusive workplace for women employees.
58. DISCLOSURE OF OUTSTANDING DUES TO MICRO AND SMALL ENTERPRISES (MSMEs)
In accordance with the provisions of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006, and the corresponding reporting obligations under the Companies Act, 2013, read with MCA Circular No. 01/2019 dated 21st January 2019, and the amendments reflected in Form MSME-1 and AOC-4 instructions, the Company has identified suppliers registered under the MSMED Act.
The following is the summary of disclosures pertaining to amounts due to Micro and Small Enterprises as on 31st March 2025:
| Particulars | Amount (INR) |
| Principal amount remaining unpaid to MSME suppliers beyond 45 days from | 1,98,045 |
| the date of acceptance | |
| Interest due thereon as per provisions of the MSMED Act | NIL |
| Interest actually paid under Section 16 of the MSMED Act | NIL |
| Amount of further interest remaining unpaid as on the end of the year | NIL |
59. STATUTORY DISCLOSURES
(a) None of the Directors of your Company suffers from the disqualification enshrined under the provisions of section 164, 165, 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.
(b) The Company has not defaulted in repayment of loans from banks and financial institutions.
60. GENERAL:
Your director states that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review:
There is no significant material orders passed by the regulators/courts which would impact the going- concerned status of the Company and its future operations.
The auditor has not reported any fraud under Section 143(12) of Companies Act, 2013 to the Audit Committee or the Board. There has been no application made or pending under the Insolvency and Bankruptcy Code, 2016 .During the period under review, no valuation was carried out as the Company has not entered any one-
61. ACKNOWLEDGEMENT
The Directors place on record their appreciation to the Companys Bankers, the Central and State Government Departments, their Local Authorities for their guidance and support. Your directors are also grateful to the Customers, Suppliers and business associates of the Company for their continued co-operation and support. Your Directors express their deep sense of appreciation for the total commitment, dedication and hard work put in by all the employees at all levels of the Company. Lastly, your directors are deeply grateful for the confidence and faith entrusted to them by the Members of the Company.
Your directors also acknowledge gratefully to the shareholders for their support and confidence reposed on
your company.
BY AND BEHALF OF BOARD OF DIRECTORS For VASA DENTICITY LIMITED
| Sd/- | Sd/- |
| VIKAS AGARWAL | SANDEEP AGGARWAL |
| MANAGING DIRECTOR | WHOLE-TIME DIRECTOR |
| DIN:07487686 | DIN:07484533 |
| Date: August 14th 2025 | |
| Place: New Delhi |
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