Vasa Retail and Overseas Ltd Directors Report

1. FINANCIAL HIGHLIGHTS:

BOARDS REPORT

(Amount in Lakhs)

Particulars	Year ended 31st March, 2026	Year ended 31st March, 2025
Revenue from operations	-	-
Other Income	-	-
Total Income	-	-
Less: (i) Employee Benefits Expenses	1.80	1.80
(ii) Depreciation / Amortization	-	-
(iii) all other expenses	6.87	8.10
Total Expenses	8.67	9.90
Profit / (Loss) before tax	(8.67)	(9.90)
Less: Tax-Provision-Current Tax	-	-
Deferred tax liabilities/ (Assets)	-	-
Profit / (Loss) after tax	(8.67)	(9.90)

*IND-AS APLICABILITY:

The Company is listed on the SME Platform of the National Stock Exchange of India Limited and is therefore covered under the exemption from mandatory adoption of Indian Accounting Standards (Ind AS), in accordance with the applicable provisions of the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, the Company has prepared its financial statements in accordance with the applicable Accounting Standards prescribed under the Companies Act, 2013.

2. PERFORMANCE OF THE COMPANY / STATE OF AFFAIRS:

During the year under review, the Company did not generate any revenue from operations or other income. The Company incurred total expenses of 8.67 Lakhs during the financial year ended 31st March, 2026, as against 9.90 Lakhs during the previous financial year. Consequently, the Company incurred a net loss of 8.67 Lakhs for the financial year under review as compared to a net loss of 9.90 Lakhs in the previous financial year.

The Board continues to review the operations and financial position of the Company and is taking such steps as are considered appropriate for improvement in the Companys financial position and business operations.

3. DIVIDEND:

In view of the losses incurred by the Company during the financial year under review, the Board of Directors has not recommended any dividend for the financial year ended 31st March, 2026.

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

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

5. LISTING INFORMATION:

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

6. SHARE CAPITAL OF THE COMPANY:

There has been no change in the authorized share capital of the Company during the financial year and the Authorized Share Capital of the Company as on 31st March, 2026 is Rs. 7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 Equity shares of the face value of Rs.10/- (Rupee Ten) each.

The Issued, Subscribed and paid-up Equity Share Capital of your Company as on 31st March, 2026 is Rs.5,99,25,500/- (Rupees Five Crore Ninety-Nine Lakhs Twenty-Five Thousand Five Hundred only) divided into 59,92,550 Equity shares of the face value of Rs.10/- (Rupees Ten) each.

7. PUBLIC DEPOSITS:

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

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

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

9. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY:

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

10. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

The Board wishes to inform its members that between the end of the Financial Year 2025-2026 and the date of this report there has been no material changes and commitments affecting the financial position of your company.

11. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act, 2013 (the Act) read with Companies (Management and Administration) Rules, 2014 and Articles of Association of the Company, Mrs. Kajal Hardik Vasa, Whole-time Director of the Company, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers herself for re-appointment.

12. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

13. INDEPENDENT DIRECTORS MEETING:

The Independent Directors met on 6th September, 2025 and reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity, and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform the duties.

14. ANNUAL PERFORMANCE EVALUATION:

Pursuant to the applicable provisions of the Companies Act, 2013, the Board of Directors has carried out an annual evaluation of the performance of the Board as a whole, its Committees and individual Directors.

The evaluation was carried out based on various criteria, including participation and contribution, attendance, understanding of the Companys business and affairs, effectiveness of Board processes, quality of deliberations, strategic guidance and oversight, and compliance with applicable laws and regulations.

The Independent Directors, at their separate meeting held during the year, evaluated the performance of the Non-Independent Directors and the Board as a whole and also reviewed the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

The Board has considered the outcome of the evaluation and is satisfied with the performance of the Board, its Committees and individual Directors.

15. NOMINATION AND REMUNERATION POLICY:

The Company has in place a Nomination and Remuneration Policy formulated by the Nomination and Remuneration Committee and approved by the Board of Directors in accordance with the applicable provisions of the Companies Act, 2013.

The Policy provides the framework for determining the qualifications, positive attributes and independence of Directors and for matters relating to appointment, remuneration and evaluation of Directors, Key Managerial Personnel and other senior management personnel, as applicable.

The Policy is reviewed periodically by the Nomination and Remuneration Committee and the Board to ensure that it remains aligned with the applicable statutory requirements and the Companys objectives.

The Nomination and Remuneration Policy is available on the Companys website at www.vasagroup.in .

16. DIRECTORS RESPONSIBILITY STATEMENT:

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

a. in the preparation of the annual accounts for the year ended 31st March, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b. the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the Company for that period;
c. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis; e. the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and f. the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as required under Section 92(3) of the Companies Act, 2013 is available on the website of the Company at www.vasagroup.in .

18. MEETINGS OF THE BOARD OF DIRECTORS:

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

Attendance by Director:

Name of Directors	Designation	No. of Meetings Held	No. of Meetings Attended	% of Attendance
Hardik Bhupendra Vasa	Chairman & Managing Director	05	05	100%
Kajal Hardik Vasa	Whole-Time Director	05	05	100%
Vikas Rajkumar Goyal	Independent Director	05	02	40%
Mahiesh Sankalchand Jaain	Independent Director	05	05	100%

During the year under review, the Board met 05 (Five) times on various dates 29th May, 2025, 06th September, 2025, 14th November, 2025, 16th February, 2026 and 26th March, 2026.

The Company is a Small and Medium Enterprise Company as at Financial Year end date 31st March, 2026.

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19. COMMITTEES OF THE BOARD OF DIRECTORS:

There are three Committees of the Board as on the closure of financial year, as follows:

A. Nomination and Remuneration Committee;
B. Audit Committee;
C. Vigil Mechanism for Directors and Employees;

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

During the Financial year 2025-26, 02 (Two) meeting of Nomination Remuneration Committee were held.

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

*Change in designation from member to chairman w.e.f. 6th September, 2025. **Change in designation from chairman to member w.e.f. 6th September, 2025.

During the Financial year 2025-26, 04 (Four) Meeting of Audit Committee were held.

18. STATUTORY AUDITORS:

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

19. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s.

Shvilal Maurya & Co., Company Secretaries, Mumbai was appointed to undertake Secretarial Audit of the Company for the Financial Year 2025-26. The Secretarial Audit Report for the Financial Year under review is appended to this report as Annexure - I.

20. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS:

The Statutory Auditors have raised certain qualifications, reservations or remarks in their respective audit report for the financial year ended on 31st March, 2026. The specific notes forming part of the accounts referred to in the Auditors Report are self-explanatory, however, for certain qualifications and remarks of the auditors, the board has given adequate explanations which is mentioned below:

SR. NO. QUALIFIED OPINION	MANAGEMENTS REPLY ON AUDITORS QUALIFIED OPINION
1. We draw attention to Note 35 of the Statement, regarding the expiry of license agreement between Oxford Limited ("Oxford") and the Company ("Vasa") during the year due to permanent discontinuance of business operations and activities by Oxford due to Covid-19 impact. Due to expiry of the agreement and as a contractual obligation, company has to either return the goods to Oxford or dispose the stock as the contractual terms. Since the company has not performed any of the disposal activity, we are unable to comment on the recovery and realisability of the reported stock.	The Management has taken note of the observation of the Statutory Auditors regarding the stock pertaining to Oxford Limited following expiry of the licence agreement. The Management is evaluating the available options in accordance with the contractual terms, including return/disposal of the stock, and shall take appropriate accounting treatment based on the outcome of such assessment.
2. Pending impairment review by the Company of all the assets and liabilities as at March 31, 2026, no provision in the books of account has been made by the Company. In the absence of assessment of impairment by the Company & pending confirmation, we are unable to comment on the recoverable/payable amount with regards to said terms and consequential impact, if any, on the Statement.	The Management has initiated a comprehensive review of the relevant balances and is in the process of obtaining necessary confirmations and supporting information. Based on the outcome of the review, appropriate accounting adjustments, wherever required, will be made in accordance with the applicable accounting standards.

 

3. The Company continues to incur losses and its current liabilities exceed current assets, its manufacturing operations have temporarily suspended and there is considerable decline in the level of operations. Further, the Company has defaulted in repayment of its borrowings and payment of statutory dues during the financial year 2025-26 and the lenders have turned the account as Non-performing Assets ("NPA"). 3.

The Company continues to incur losses and its current liabilities exceed current assets, its manufacturing operations have temporarily suspended and there is considerable decline in the level of operations. Further, the Company has defaulted in repayment of its borrowings and payment of statutory dues during the financial year 2025-26 and the lenders have turned the account as Non-performing Assets ("NPA").

The Management has taken note of the observations of the Statutory Auditors regarding the Companys financial position, defaults in repayment of borrowings and statutory dues and the resulting material uncertainty relating to going concern. The Management is evaluating various measures for improving the Companys financial position, including cost rationalisation, settlement/restructuring of outstanding obligations and identification of viable business opportunities, as considered appropriate. The Company is taking necessary steps in this regard.

Also, the Secretarial Auditors have also raised certain queries and pointed out some non-. compliances on the part of the company in their Secretarial Audit Report (Form MR-3) for the financial year 2025-26 which is mentioned below:

SR. NO. QUALIFIED OPINION	MANAGEMENTS REPLY ON AUDITORS QUALIFIED OPINION
1. As per the Section 203(1) Companies Act, 2013, the Company has not appointed full time Company secretary.	The Management has taken note of the observation regarding non-appointment of a whole-time Company Secretary. The Company is actively taking steps to identify and appoint a suitable candidate in accordance with the applicable provisions of Section 203 of the Companies Act, 2013 and the rules made thereunder.
2. The company has defaulted in repayment of its borrowings and payment of statutory dues during the financial year under review.	The Management has taken note of the observations; the Companys financial position, defaults in repayment of borrowings and statutory dues and the resulting material uncertainty relating to going concern. The Management is evaluating various measures for improving the Companys financial position, including cost rationalisation, settlement/restructuring of outstanding obligations and identification of viable business opportunities, as considered appropriate. The Company is taking necessary steps in this regard.

21. INTERNAL AUDITOR:

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

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

22. MAINTENANCE OF COST RECORDS:

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

23. INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has established internal financial controls with reference to financial statements commensurate with the nature and size of its operations. The Company continues to strengthen the documentation and implementation of its internal financial controls. The observations made by the Statutory Auditors in their report regarding certain deficiencies in internal financial controls have been noted by the Management and appropriate corrective measures are being undertaken.

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SECTION 188(1) OF THE COMPANIES ACT, 2013:

During the year under review, the Company has not entered into any contracts or arrangements with related parties falling within the purview of Section 188(1) of the Companies Act, 2013, except as disclosed in the financial statements, wherever applicable. Accordingly, the requirement of disclosure in Form AOC-2 is not applicable.

25. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

The disclosures relating to remuneration of Directors, Key Managerial Personnel and employees as required under Section 197(12) of the Companies Act, 2013 read with the applicable provisions of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure-II forming part of this Report. The Company has made the disclosures applicable to it based on the remuneration paid during the financial year under review.

26. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

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

27. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Conservation of Energy and Technology Absorption

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

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

Foreign Exchange Earning and Outgo:

Foreign Exchange Earnings: Rs. Nil Foreign Exchange Outgo: Rs. Nil

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

During the year under review, the Company has not granted any loans, provided any guarantee or security, or made any investments falling within the purview of Section 186 of the Companies Act, 2013.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

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

30. RISK MANAGEMENT POLICY:

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

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

32. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

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

33. REPORTING OF FRAUDS:

During the financial year under review, there were no instances of fraud reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013, other than those which are reportable to the Central Government, requiring disclosure in this Report.

34. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

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

35. DISCLOSURE UNDER SECRETARIAL STANDARDS:

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

36. REPORT ON CORPORATE GOVERNANCE:

Since the Companys securities are listed on the SME Platform of NSE, the provisions of Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to corporate governance are not applicable to the Company, subject to the applicability thresholds prescribed under Regulation 15(2). Accordingly, a separate Corporate Governance Report is not applicable to the Company.

37. MATERNITY BENEFIT AFFIRMATIONS:

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the year under review.

38. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case of sexual harassment reported during the year under review.

Our Company has always believed in providing a safe and harassment free workplace for every individual working in the Company premises. Company always endeavors to create and provide an environment that is free from any discrimination and harassment. The Company is not required to constitute the Internal complaint Committee as it has below the mandatory requirements.

The policy on prevention of sexual harassment at workplace aims at prevention of harassment of employees [whether permanent, temporary, ad-hoc, consultants, interns or contract workers irrespective of gender] and lays down the guidelines for identification, reporting and prevention of undesired behaviors.

a. number of complaints pending as on April 01, 2025 - NIL
b. number of complaints filed during the FY 2025-26 - NIL
c. number of complaints disposed of during the FY 2025-26 - NIL
d. number of complaints pending as on March 31, 2026 - NIL
e. number of cases pending for more than ninety days - NIL

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During the year ended March 31, 2026, there will nil complaints recorded pertaining to sexual harassment.

Female	1
Male	2
Transgender	0
Total Number of employees as on the closure of financial year	3

39. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

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

40. ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation for the dedication, hard work and commitment of the employees of the Company.

The Board also expresses its gratitude to the shareholders, bankers, financial institutions, government authorities, regulatory authorities and other stakeholders for their continued support and cooperation.

The Directors look forward to their continued support and cooperation in the future.

For VASA Retail and Overseas Limited

Place: Mumbai

Date: September 04, 2026

SD/- Hardik Bhupendra Vasa

Chairman & Managing Director

DIN: 03600510