VSF Projects Ltd Directors Report

COMPANY PERFORMANCE:

During the Financial Year 2024-25, Company have been working on setting up of Multi Product Free Trade Warehousing Zone and did not to any other business activities and accordingly, Company has not generated any revenue during the year. However an interest of Rs. 48.22 Lakhs was generated on the deposits with banks as Compared to Rs. 25.56 Lakhs revenue generated in the previous year.

TRANSFER TO RESERVES:

Your Company did not transfer any amount to reserves.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR: There are no other subsidiaries, joint ventures or associate companies which have become or ceased during the year.

DIVIDEND:

In view of accumulated losses, your Directors do not recommend any dividend for the financial year 2024-25.

STATUTORY AUDITORS:

M/s NSVR and Associates LLP were appointed as Statutory Auditors of the Company for a period of 5 years, with effect from the conclusion of 31st AGM till the conclusion of 36th AGM. However post closure of Financial Year 2024-25, M/s NSVR and Associates LLP have tendered their Resignation with effect from 14th August, 2025 due to efforts & cost consideration they in a position to devote time to the affairs of the Company . Board of Directors subsequently appointed M/s. V D P & Co., Chartered Accountants, as Statutory Auditors of the Company to fill the casual vacancy and accordingly proposed appointment for a period of 5 Years from the Conclusion of 33rd Annual General Meeting of the Company till the Conclusion of 38th Annual General Meeting of the Company. Further V D P & Co., Chartered Accountants have confirmed their eligibility to continue as Statutory Auditors of the Company. The Independent Auditors report given by M/s. NSVR and Associates LLP, Chartered Accountants, Statutory Auditors of the Company on standalone Financial Statements of the Company does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS

During the year under review, there was no instance of fraud, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has received Secretarial Audit report from P S Rao & Associates, Practicing Company Secretaries. The Secretarial Audit Report is annexed herewith as “Annexure I” to this report.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors of the Company met 6 (Six times) during the Financial Year on the following dates.

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR:

During the FY 2024-25, the Board of Directors based on the recommendation of Nomination and Remuneration Committee in their meeting held on 14th February, 2025 has approved reappointment of Mr. Bobba Narayana Murthy as Managing Director, Sri. Bobba Lakshmi Narasimha Chowdary as whole time Director and CFO, Smt. Bobba Vijaya Lakhsmi as Whole time Director of the Company with effect from 14th February, 2025 for a period of 3 years and Sri Sudhakar Nagabhairava was appointed as Additional Director in the capacity of Independent Director of the Company. All the appointments of Mr. Bobba Narayana Murthy as Managing Director, Sri. Bobba Lakshmi Narasimha Chowdary as whole time Director and CFO, Smt. Bobba Vijaya Lakhsmi as Whole time Director of the Company and Sri Sudhakar Nagabhairava as Independent Director of the Company were approved by shareholders in the Extraordinary General Meeting of the Company held on 22nd March, 2025.

During the period under report, Mr. Soumith Kumar Sikenderpurkar has resigned from the office of Company Secretary and Compliance officer with effect from 18th April, 2024 and Ms. Nandigam Himabindu was appointed as Company Secretary and Compliance officer of the Company with effect from 18th April, 2024.

Further During the period under report, Rahul Patibandla and Reshma Kiranmayee have resigned from the office of Non-Executive Directors of the Company with effect from 12th November 2024.

Further During the period under report, Mr. Veera Brahma Rao Arekapudi has resigned from the office of whole time Director of the Company with effect from 24th December,2024

Except for the above mentioned, there were no other changes in the office of Directors and Key Managerial personnel during the Financial Year 2024-25.

Further post closure of the Financial year, Ms. Nandigam Himabindu has resigned as Company Secretary with effect from 31st May 2025 and Mr. P. Lenin Babu has been appointed as Company secretary and compliance officer of the Company with effect from 14th August, 2025.

Details of Committees of the Board, their composition and meetings details are provided in the Corporate Governance Report, which forms part of this report

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

Every Independent Director, at the first meeting of the Board in which he participates as a Director and thereafter at the first meeting of the Board in every financial year, gives a declaration that he meets the criteria of independence as provided under the Companies Act, 2013.

MEETING OF INDEPENDENT DIRECTOR:

During the year under review, the Independent Directors met on 14th February, 2025 inter alia, to discuss: Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole; Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

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

All the Independent Directors were present at the meeting.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS SECTION 186 OF COMPANIES ACT 2013:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

SHARE CAPITAL AND RIGHTS ISSUE:

The Board of Directors have filed the revised Draft Letter of Offer dated 30th January 2024 with BSE for obtaining the In Principle Approval and the exchange granted the same vide its letter bearing No. LOD/Rights/TT/FIP/88/2023-24 dated 16th April 2024.

Pursuant to the in principal approval, Board of Directors in their meeting held on 16th May, 2024 have approved the final terms of issue of Rights Shares and Letter of Offer dated 25th May, 2024 was issued to all the eligible shareholder for subscribing for Rights Issue.

The Rights Isse Committee of the Board of Directors at their meeting held on 25th June, 2024 approved the allotment of 98,65,121 Partly paid Rights Equity Shares, at an issue price of Rs. 50/- per Equity Share (including a premium of Rs. 40/- per Equity Share) of which Rs. 25/- per Equity Share was received on application (Rs. 5/- per share towards share capital and Rs.20/- as a premium per equity share), to the respective applicants on the basis of allotment as approved by BSE Limited. The BSE Limited.

Consequent to the aforesaid allotment of shares, the paid-up capital of the Company increased from 6,57,67,470 to 11,50,93,075.

At the meeting of the Board of Directors held on 14th August 2024, approval was accorded for making the first and final call on 98,65,121 partly paid-up equity shares, pursuant to which shareholders holding 88,09,653 shares remitted the balance monies payable under the call.

Further, at the meeting held on 12th November 2024, the Board resolved to provide a final opportunity to the shareholders who had failed to pay the balance call money. Accordingly, a Final Reminder-cum-Forfeiture Notice was issued, pursuant to which shareholders holding 9,64,424 shares paid the outstanding amounts. Consequent to the conversion of these shares into fully paid-up equity shares, the paid-up capital of the Company stood increased to 16,39,63,460.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the company occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them, a) that in the preparation of Annual Accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from; b) that 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) that 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) that the directors have prepared the annual accounts on a going concern basis. e) the Directors had laid down Internal Financial controls to be followed by the Company and that such internal financial Controls are adequate and were operating efficiently. f) 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.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors and Senior Management personnel and fix their remuneration. The Remuneration Policy is posted on the website of the Company at the link: www.vsfproject.com

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy framed to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company www.vsfproject.com.

DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY

The Company has risk management mechanism in place which mitigates the risk at appropriate situations and there are no elements of risk, which in the opinion of Board of Directors may threaten the existence of the Company.

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

During the year under review, the Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016.

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, the Company has not made any one-time settlement while taking any loans from the Banks or Financial Institutions.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES PURSUANT TO PROVISIONS OF SECTION 188(1) OF COMPANIES ACT, 2013

There were no contracts or arrangements with related parties as specified in Section 188 (1) of the Act during the Financial Year 2024-25

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 134(3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as “Annexure III” and forms part of this report.

MAINTENANCE OF COST RECORDS:

Company is not required to maintain cost records as specified by the Central Government under sub- section (1) of section 148 of the Companies Act, 2013.

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2025 is available on the Companys website and can be accessed at www.vsfproject.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as Annexure V to this report.

CORPORATE GOVERNANCE

Since the paid-up capital of the Company was less than Rs. 10 Crores and the net worth of the Company is less than Rs.25 Crores in the beginning of the Financial Year 2024-25 and during the year with the allotment of shares by Company on 25.06.2024, the Capital of the Company got increased to more than 10 Crores and accordingly, the Company has complied with the provisions of Corporate Governance Regulations with effect from 24.12.2024 and the disclosure on Corporate Governance is annexed as Annexure- VI

LISTING

Your Companys shares are presently listed on The BSE Limited, Mumbai and the listing fees for FY 2025-2026 is paid.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal control systems comprising of policies and procedures designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations, and that all assets and resources are acquired are used economically.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as “Annexure IV” to this report.

DETAILS ABOUT THE CORPORATE SOCIAL RESPONSIBILITY POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY

The Company does not meet the criteria as specified in Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

STATEMENT OF COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

Your Company has in place the Maternity Benefit Policy in place in compliance with the provisions of the Maternity Benefit Act, 1961, extending all statutory benefits to eligible women employees.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Complaint pending for more than 90 days: 0

INSIDER TRADING REGULATIONS

The Company has adopted an ‘Code of Conduct to Regulate, Monitor and Report Trading by Insiders (“the Code”) in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 (The PIT Regulations).

The Code is applicable to Promoters, Member of Promoters Group, all Directors and such Designated Employees who are expected to have access to unpublished price sensitive information relating to the Company. The Company Secretary is the Compliance Officer for monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.

The Company has also formulated ‘The Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) in compliance with the SEBI (PIT) Amendment Regulations, 2018. This Code is displayed on the Companys website viz. www.vsfproject.com

ACKNOWLEDGEMENTS