VSD Confin Ltd Directors Report

Dear Members,

We are pleased to present the report on our business and operations for the year ended 31st March, 2026.

1. Results of our Operations:

The Companys financial performance for the year ended 31st March, 2026 is summarized below;

(Rs. in Lakhs)

Particulars	FY 2025-2026	FY 2024-2025
Revenue from Operations	-	-
Other Income	0.05	0.01
Total Income	0.05	0.01
Total Expenses	20.43	21.64
Profit Before Tax & Extraordinary Items	(20.38)	(21.63)
Exceptional Items	(22.06)	-
Tax Expense
-Current Tax	-	-
-Deferred Tax Liability/(Assets)	(2.46)	(5.48)
Net Profit for the Year	(39.98)	(16.15)

a. Review of operations and affairs of the Company:

The company is mainly engaged in the real estate business. There has been no change in the business of the Company during the financial year ended 31st March 2026. Your company reported a loss of Rs. 39.98 Lakhs compared to a loss of Rs. 16.15 Lakhs in the previous year.

b. Change in Nature of Business:

During the year under review, there has been no change in the nature of the business of the Company.

c. Dividend:

In view of the Companys current financial performance and with a focus on conserving long-term resources, the Board of Directors have decided not to recommend any dividend for FY26. Consequently, no amount has been transferred to the general reserves.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations" or "SEBI LODR Regulations"), the Company has adopted a Dividend Distribution Policy. This policy is available on the Companys website at: www.vsdconfin.in

d. Transfer to Reserves:

The Company has not proposed to transfer any amount to any reserve.

e. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The provisions of Section 125(2) of the Companies Act, 2013 is not applicable to the Company.

f. Details relating to deposits, covered under Chapter V of the Companies Act, 2013:

Sl. No.	Particulars	Details
1	Accepted during the year	NIL
2	Remained Outstanding or unpaid or unclaimed as at the end of the year	NIL
3	Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved:
A	at the beginning of the year	No
B	maximum during the year	NA
C	at the end of the year	NIL

g. Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013:

The Company has not accepted any deposits during the year under review and thus the question of complying with the provisions of the Chapter V of the Companies Act, 2013 does not arise.

h. Particulars of loans, guarantees or investments:

During the year under review, the Company has not granted any loan or provided any security. The details of Investments made by the Company are provided in Note No. 4, 9 of the Financial Statement.

i. Particulars of contracts or arrangements made with related parties:

The Company had not entered into any Contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013, during the financial year under review, except to the extent of remuneration to the Key Managerial Personnel. The Policy on Related Party Transaction is available on our website www.vsdconfin.in.

j. Material changes & commitments affecting financial position of the Company, occurring between the end of financial year and the Boards Report date:

There are no material changes or commitments likely to affect the financial position of the Company which in the opinion of your Board has an impact on the functioning and working of the Company. The operations of the Company have effectively been managed and the Management reviews the performance from time to time in order to monitor the business activities of the Company.

k. Variation in Market Capitalization:

It is herewith stated that the suspension in trading of equity shares of the Company at BSE Limited was revoked w.e.f. March 13, 2023 and further there has been no trading in the script of the company from the date of revocation till the date of this report. Thus, the market capitalization and its variation cannot be determined.

l. Managements Discussion and Analysis:

Managements Discussion and Analysis Report for the year under review, as stipulated under Schedule V (B) of Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is appended as Annexure I to this report.

m. Directors Responsibility Statement:

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

i. in the preparation of the annual accounts, the applicable Indian Accounting Standards have been followed and there are no material departures;

ii. 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 profit and loss of the Company for that period;

iii. the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 (erstwhile Companies Act, 1956) for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. the directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. 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.

n. Recommendations of the Audit Committee:

During the year under review, all the recommendations made by the Audit Committee were accepted by the Board.

2. Human Resource Management:

To ensure good human resources management at VSD Confin Limited, we focus on all aspects of the employee life cycle. This provides a holistic experience for the employee as well. During their tenure at the Company, employees are motivated through various skill-development, engagement and volunteering programs. All the while, we create effective dialogues through our communication channels to ensure that the feedback reaches the relevant teams, including the leadership.

a. Particulars of employees:

The table containing the details of remuneration of Directors and Employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure II to this report.

There are no employees who were in receipt of remuneration in excess of the ceiling prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Further as on 31st March, 2026 the Company had 1 employee and the Disclosure with respect to details of the Top 10 employees as on 31st March, 2026 in pursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as mentioned below:

Particulars
Name of the Employee	Ms. Priyanka Gangwar
Age	41 years
Designation	Company Secretary cum Compliance Officer
Nature of Employment	Permanent
Salary drawn p.m. as on 31.03.2026	Rs. 18,000/-
Qualification	CS
Experience in years	16 years
Date of Joining	01-11-2013
Particulars of Previous Employment	Gemini Continental

The Company currently has not provided any Employee Stock Option Scheme/Employee Stock Purchase Scheme to its employees.

b. Key Managerial Personnel:

i. Managing Director or Chief Executive Officer or Manager and in their absence, a Whole-Time Director:

- Mr. Ashutosh Sharma (DIN: 08198684) - Managing Director

- Mr. Santosh Kumar Gupta (DIN: 00710533) - Executive Director

- Mr. Naresh Kumar Rastogi (DIN: 00710087) - Executive Director cum Chief Financial Officer

ii. Company Secretary cum Compliance Officer:

- Ms. Priyanka Gangwar

iii. Chief Financial Officer:

- Mr. Naresh Kumar Rastogi

3. Corporate Governance:

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At VSD Confin Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as prevalent globally.

Your Company has complied with the corporate governance requirements as specified in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The report on Corporate Governance for the financial year ended 31st March, 2026 forms part of this Annual Report and is annexed to this Report as Annexure III.

a. Compliance Department:

Ms. Priyanka Gangwar is the Company Secretary cum Compliance Officer of the Company. The compliance department of the company is responsible for independently ensuring that the operating and business units comply with regulatory and internal guidelines. New instructions/guidelines issued by the regulatory authorities were disseminated across the company to ensure that the business and business units operate within the boundaries set by the regulators and that compliance risks are suitably monitored and mitigated in course of their activities & processes.

b. Information on the Board of Directors of the Company:

The composition of the Board is in compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149 of the Companies Act, 2013. In the opinion of the Board, all the Directors possess the requisite qualifications, experience, and expertise and hold high standards of integrity.

c. Board Diversity:

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us, retain our competitive advantage. The Board has adopted the Board Diversity Policy which sets out the approach to diversity of the Board of Directors. The Board Diversity Policy is available on our website www.vsdconfin.in.

d. Details with regard to meeting of Board of Directors and attendance during the year of the Company:

(i) Composition of the Board of Directors as on the date of this Report is mentioned below;

Name of the Director	Designation	Category
Mr. Ashutosh Sharma	Managing Director	Executive Director
Mr. Naresh Kumar Rastogi	Chief Financial Officer	Executive Director
Mr. Santosh Kumar Gupta	Director	Executive Director
Mr. Sandeep Srivastava	Director	Non-Executive Non-Independent Director
Mr. Anshuman Garg	Director	Non-Executive Independent Director
Ms. Neetu Pal	Director	Non-Executive Independent Director

(ii) Meeting of Board of Directors and Attendance During the Year:

During the FY 2025-2026, 7 (Seven) meetings of the Board of Directors of the Company were held i.e. on 30th May, 2025, 14th August, 2025, 05th September, 2025, 30th September, 2025, 14th November, 2025, 13th February 2026 & 27th March, 2026. The gap between two meetings did not exceed 120 days. The attendance of the members at the Board of Directors meetings was as follows:

Name of Director	Attendance Particulars		No. of Director-ships in other Public Company *	No. of Chairmanship/ Membership of Board Committees in other Companies#
	Board Meeting	Last AGM		Chairman	Member
Mr. Ashutosh Sharma	7	YES	-	-	-
Mr. Naresh Kumar Rastogi	7	YES	-	-	-
Mr. Santosh Kumar Gupta	7	YES	-	-	-
Mr. Sandeep Srivastava	7	YES	-	-	-
Mr. Anshuman Garg	7	YES	-	-	-
Ms. Neetu Pal	7	YES	-	-	-

*The Directorships held by the Directors as mentioned above do not include Alternate Directorships and Directorships held in Foreign Companies, and Companies registered under Section 25 of the Companies Act, 1956 or Section 8 of the Companies Act, 2013.

#In accordance with Regulation 26 (1) (b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 Membership/Chairmanship of only the Audit Committees and Stakeholders Relationship Committee in all Public Limited Companies has only been considered.

e. Policy on Directors Appointment and Remuneration:

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2026, the Board consist of 6 Members, 3 of whom are Executive Directors, 1 is Non-Executive Director and 2 are Independent Directors. The Board periodically evaluates the need for change in its composition and size.

The Policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board, is available on our website http://www.vsdconfin.in. We affirm that the Remuneration paid to the directors is as per the terms laid out in the said policy.

f. Declaration by Independent Directors:

The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013, from the Independent Director(s) that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In the opinion of Board of Directors of the Company, Independent Directors of your Company holds highest standards of integrity and are highly qualified, recognized and respected individually in their respective fields. The composition of Independent Directors is the optimum mix of expertise (including financial expertise), leadership and professionalism.

g. Training of Independent Directors:

Every new Independent Director at the time of appointment is issued a detailed Appointment Letter incorporating the Role, Duties and Responsibilities, Remuneration and Performance evaluation process, Code of Conduct and obligations on disclosures.

Further every new Independent Director is provided with copy of latest Annual Report, the Code of Conduct, the Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders ("Code of Insider Trading") and the Code of Practices & Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Code for Fair Practice), Tentative Schedule of upcoming Board and Committee meetings.

The Company through its Executive Directors / Key Managerial Personnel conduct programs /presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company.

Thus, such programs / presentations provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Companys strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The Policy on the Familiarization Programme for Independent Directors is available on our website www.vsdconfin.in

h. Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year:

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.

i. Boards Committees:

Currently, the Board has three Committees: the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee. All Committees are appropriately constituted.

The details of the composition of the Committees as on the date of this Report is mentioned below:

Name of the Committee	Name of the Company Member	Position in the Committee
Audit Committee	Mr. Anshuman Garg	Chairman
	Mr. Sandeep Srivastava	Member
	Mrs. Neetu Pal	Member
Nomination and Remuneration Committee	Mr. Anshuman Garg	Chairman
	Mr. Sandeep Srivastava	Member
	Mrs. Neetu Pal	Member
Stakeholders Relationship Committee	Mr. Anshuman Garg	Chairman
	Mr. Sandeep Srivastava	Member
	Mrs. Neetu Pal	Member

a) MEETING OF AUDIT COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review, The Audit Committee Meetings was held 4 times in the year viz., on 30th May 2025, 14th August, 2025, 14th November, 2025 and 13th February, 2026 and the attendance of the members at the Audit Committee meetings was as follows:

Name of the Director	Attendance Particular
	Meeting Held during their tenure	Meeting Attended during their tenure
Mr. Anshuman Garg	4	4
Mr. Sandeep Srivastava	4	4
Mrs. Neetu Pal	4	4

b) MEETINGS OF NOMINATION AND REMUNERATION COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review, the Nomination and Remuneration Committee Meetings was held once in the year, on 14th November, 2025 and the attendance of the members at the Nomination and Remuneration Committee meeting was as follows:

Name of the Director	Attendance Particulars
	Meeting Held during their tenure	Meeting Attended during their tenure
Mr. Anshuman Garg	1	1
Mr. Sandeep Srivastava	1	1
Mrs. Neetu Pal	1	1

c) MEETING OF STAKEHOLDER RELATIONSHIP COMMITTEE AND ATTENDANCE DURING THE YEAR:

During the financial year under review, Stakeholder Relationship Committee Meetings was held one time in the year viz., 14th November 2025 and the attendance of the members at the Stakeholder Relationship Committee meeting was as follows:

Name of the Director	Attendance Particulars
	Meeting Held during their tenure	Meeting Attended during their tenure
Mr. Anshuman Garg	1	1
Mr. Sandeep Srivastava	1	1
Mrs. Neetu Pal	1	1

j. Board Evaluation:

The Board of Directors has carried out an Annual Evaluation of its "own performance", "Board committees" and "Individual Directors" pursuant to the section 134(3) of the Companies Act, 2013.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of Independent Directors, performance of non-Independent Directors, performance of the Board as a whole was evaluated and the same was discussed in the Board meeting that followed the meeting of the Independent Directors at which the report as submitted by the Independent Directors was taken on record and discussed.

k. Listing:

l. The equity shares of VSD Confin Limited (Scrip Code: 531696) are listed on BSE Limited and are admitted for trading under ISIN INE489F01016. The Company has complied with the applicable requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as applicable to the Company, and has paid the applicable listing fees to BSE Limited for the financial years 2025-2026 and 2026-2027, as required under the applicable provisions and terms governing the listing of the Companys securities.

m. CEO / CFO CERTIFICATION

The CEO/CFO have certified to the Board of Directors in respect of review of the financial statement and cash flow statement for the year in terms of the requirement of SEBI (LODR) Regulation 2015 with the Stock Exchange.

n. DEPOSITORY

The Equity shares of the Company is trading permitted only in dematerialized form, the Company has made the requisite arrangement with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enable investors to hold shares in dematerialized form. The annual custodial fees for the year 2025-26 and 2026-27 have been paid to those Depositories.

n. Insider Trading:

In compliance with the SEBI (Prohibition of Insider Trading) Regulations, 2015, your Company has constituted a comprehensive Code titled as "Code of Conduct for Internal Procedures and to Regulate, Monitor and Report Trading by Insiders" which lays down guidelines and advises the Directors and Employees of the Company on procedures to be followed and disclosures to be made while dealing insecurities of the Company. The said policy is available on our website www.vsdconfin.in

4. Auditors and Audit Report

a. Statutory Auditor:

At the 40th Annual General Meeting held on 30th September, 2023, M/s. Bakliwal & Co, Chartered Accountants (Firm Registration No. 130381W), were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 40th Annual General Meeting till the conclusion of the 45th Annual General Meeting of the Company to be held in the year 2028.

The Auditors Report for the financial year ended March 31, 2026, forms part of this Annual Report. The Statutory Audit Report on both the Standalone and Consolidated Financial Statements does not contain any qualifications, reservations, or adverse remarks.

b. Secretarial Auditors:

In accordance with Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Secretarial Audit for FY 26 was conducted by Ms. Payal Bafna, Practicing Company Secretaries (Membership No. ACS: 36114, COP: 25291), Proprietor of, M/s. P B & Associates, Practicing Company Secretaries.

The Secretarial Audit Report, prepared in accordance with the provisions of Section 204 of the Companies Act, 2013 is annexed to this Report as Annexure-IV.

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their Report.

c. Cost Auditors:

Pursuant to Rule 3 of Companies (Cost Records and Audit) Rules, 2014 read with Companies (Cost Records and Audit) Amendment rules, 2014, Cost Audit is not applicable to your Company.

d. Internal Auditors:

The Board of Directors had appointed as the Internal Auditor of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2025-2026.

The Company has in place an Internal Financial Control System that is commensurate with the size, scale, and complexity of its operations. The system is adequate and effective in ensuring that the Companys assets are safeguarded and protected against loss, and that all transactions are properly authorised, recorded, and reported.

M/s. ANDROS & CO., Chartered Accountants have been appointed as the Internal Auditors of the Company. As part of their engagement, they review the processes followed across various departments, assess the adequacy and effectiveness of internal systems,

e. Comments of the Board on the qualification/reservation/adverse remarks/disclosure made:

i. by the Statutory Auditors in the Audit Report:

The Statutory Auditors Report does not contain any qualification, reservation or adverse remarks.

ii. by the Secretarial Auditors in the Secretarial Audit Report:

The Secretarial Audit Report does not contain any qualification, reservation or adverse remarks.

f. Reporting of Fraud by Auditors:

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013, and the Rules framed thereunder, either to the Company or to the Central Government.

g. Internal Financial Control:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

h. Risk Management:

The Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Companys competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business segments. The Company has identified various risks and also has mitigation plans for each risk identified. The Risk Management Policy of the Company can be viewed on our website: https://vsdconfin.in/policies/.

5. Subsidiaries, Associates and Joint Ventures:

The Company neither has any Subsidiary/Associate Company nor does it have Joint Venture with any entity.

6. Corporate Social Responsibility:

As per the provision of Section 135 of the Companies Act, 2013, all Companies having a net worth of Rs. 500 crore or more, or a turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during the immediately preceding financial year are required to constitute a CSR committee and since our Company does not meet the criteria as mentioned above, the Company has not constituted any Corporate Social Responsibility Committee; and has not developed and implemented any Corporate Social Responsibility initiatives and the provisions of Section 135 of the Companies Act, 2013 is not applicable to the Company.

a. Particulars on conservation of energy, research and development, technology absorption and foreign exchange earnings and outgo:

i. Energy Conservation:

a	The steps taken or impact on conservation of energy	Conservation of energy continues to receive increased emphasis and steps are being taken to reduce the consumption of energy at all levels. The Company has taken steps to conserve energy in its office use, consequent to which energy consumption had been minimized. No additional Proposals/ Investments were made to conserve energy. Since the Company has not carried on industrial activities, disclosure regarding impact of measures on cost of production of goods, total energy consumption, etc, is not applicable.
b	The steps taken by the Company for utilizing alternate sources of energy
c	The capital investment on energy conservation equipments

ii. Technology Absorption:

a	The efforts made towards technology absorption	Not Applicable
b	The benefits derived like product improvement, cost reduction, product development or import substitution
c	In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
	(a) The details of technology imported	NIL
	(b) The year of import
	(c) Whether the technology been fully absorbed
	(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof
d	The expenditure incurred on Research and Development.	The Company has not conducted any research and development activity during the year under review.

iii. Foreign Exchange Earnings and Outgo:

Particulars	2026	2025
Earnings	-	-
Expenditure	-	-

7. Others:

a. Extract of Annual Return:

The Annual Return as required under Section 92 of the Companies Act, 2013 has been published in the website of the Company which can be accessed through the following link https://vsdconfin.in/investor-relation/annual-return/

b. 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 year under review, there was no instance of one-time settlement with any Bank or Financial Institution.

c. Details of Application made or any Proceeding Pending under the Insolvency and Bankrupt Code, 2016 (31 Of 2016) during the year along with their status as at the end of the Financial Year:

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

d. Material changes from the date of closure of the financial year in the nature of Business and their effect on the financial position of the company:

There have been no material changes or commitments affecting the financial position of the Company between the close of the financial year ended March 31, 2026, and the date of this Report that would have a bearing on the Companys operations.

e. Disclosure of Certain types of Agreements binding the Listed Entity:

Information required to be disclosed under clause 5A of Paragraph A of Part A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: The Company has not entered into any agreements which could impact the management or control of the listed entity or impose any restriction or create any liability upon the listed entity.

f. Management Discussion and Analysis Report:

In compliance with Regulation 34 and Schedule V of the SEBI Listing Regulations, the Management Discussion and Analysis is presented as a separate section and constitutes an integral part of this Report.

g. Disclosure On Confirmation with Secretarial Standards:

The Directors confirm that the Company has duly complied with the mandatory Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2), as issued by the Institute of Company Secretaries of India (ICSI), in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

h. Issue of Equity Share Capital:

During the financial year under review the Company has not made any further issue of shares and the share capital remains same as at the end of previous year.

i. Corporate Governance Report and Compliance Certificate:

In accordance with Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Corporate Governance Report is provided with this Annual Report.

Additionally, a certificate from Ms Payal Bafna, Practicing Company Secretaries and Proprietor of M/s. P B & Associates, affirming compliance with the conditions of Corporate Governance as prescribed under the Listing Regulations, is annexed to this Report as Annexure-6.

j. Particulars Of Loans, Guarantees or Investments:

The details of loans, guarantees, and investments made by the Company, as required under Section 186 of the Companies Act, 2013, are provided in the notes to the Financial Statements forming part of this Annual Report.

k. Particulars Of Contracts or Arrangements with Related Parties:

All contracts, arrangements, and transactions entered into by the Company with Related Parties during the year were in the ordinary course of business and conducted on an arms length basis. Related Party Transactions with the Companys subsidiaries, joint ventures, and associate companies were reviewed and approved by the Audit Committee as required from time to time.

Details of Related Party Transactions undertaken during the year are provided in the Notes to the Financial Statements forming part of this Annual Report.

Further, during the year under review, no contracts or arrangements were entered into with related parties falling within the scope of Section 188(1) of the Companies Act, 2013. Accordingly, the requirement to Report such transactions in Form AOC-2 does not arise.

l. Other Disclosures:

Your directors state that no disclosure or reporting is required in respect to the following items as there were no transactions on these items during the year under review:

i. Issue of equity shares with differential rights as to dividend, voting, or otherwise.

ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

iii. Issue of Bonus Shares.

iv. Issued any securities that are convertible into equity shares at a future date and nor any such shares are outstanding previously.

v. Shares having voting rights not exercised directly by the employees and for the purchase of which or subscription to which loan was given by the Company.

vi. Redemption of Preference Shares and/or Debentures.

vii. Buyback of any of its securities.

viii. As at the end of the previous financial year, none of the Directors of the Company held instruments convertible into equity shares of the Company.

ix. As at March 31, 2026, 7,020,800 equity shares (40.00% of the total paid-up equity share capital) were held in dematerialized form through NSDL and CDSL, while 10,529,900 equity shares (60.00%) remained in physical form.

x. The Company does not have any unclaimed dividend amounts required to be transferred to the Investor Education and Protection Fund (IEPF) during the year.

xi. Employee relations remained cordial throughout the year across all levels of the organisation. The Board places on record its sincere appreciation for the hard work, dedication, and commitment demonstrated by all employees. As on March 31, 2026, the Company had an employee strength of 1. The Company has duly complied with the provisions of the Maternity Benefit Act, 1961.

xii. of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013. All Directors have made the necessary disclosures as required under the applicable provisions of the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A Certificate of Non-Disqualification of Directors, as mandated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been obtained from M/s. P B & Associates, Practicing Company Secretaries. Copy of the certificate is enclosed.

8. Cautionary Statement:

Shareholders and Readers are cautioned that in the case of data and information external to the Company, no representation is made on its accuracy or comprehensiveness though the same are based on sources believed to be reliable. Utmost care has been taken to ensure that the opinions expressed by the management herein contain its perceptions on the material impacts on the Companys operations, but it is not exhaustive as they contain forward-looking statements which are extremely dynamic and increasingly fraught with risk and uncertainties. Actual results, performances, achievements or sequence of events may be materially different from the views expressed herein.

9. Acknowledgement:

Your Directors wish to place on record their appreciation for the contribution made by the employees at all levels but for whose hard work, and support, your Companys achievements would not have been possible. Your directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

BY ORDER OF THE BOARD OF DIRECTORS

FOR VSD CONFIN LIMITED

Sd/-

ASHUTOSH SHARMA

(DIN: 08198684)

MANAGING DIRECTOR

Sd/-

SANTOSH KUMAR GUPTA

(DIN: 00710533)

EXECUTIVE DIRECTOR

Date: 30.05.2026

Place: Lucknow