We are pleased to present the report on our business and operations for the year ended 31^st March, 2024.

1. Results of our Operations:

The Company's financial performance for the year ended 31^st March, 2024 is summarized below;

a. Review of operations and affairs of the Company:

During the year under review, the Company has incurred a Net Loss of Rs. 11.67 Lakhs as compared to Net Loss
of Rs. 3.94 Lakhs in the previous year. Your Directors are continuously looking for avenues for future growth of
the Company.

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:

Your Directors do not recommend any dividend for the financial year under review.

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:

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 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 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 not been any 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. Management's Discussion and Analysis:

Management's 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. Director's 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 31^st March, 2024 the Company had 1 employee and the Disclosure with respect to details of the
Top 10 employees as on 31^st March, 2024 in pursuance to Rule 5(2) & Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 are as mentioned below:

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 31^st March, 2024 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 following changes took place in the Composition of Board of Directors of the Company till the date of this
report; ¹

ii. The Board of Directors at their meeting held on 13^th August, 2024 approved the following:

> Re-appointment of Mr. Naresh Rastogi (DIN: 00710087) as the Executive Director cum Chief
Financial Officer (CFO) of the Company.

> Appointment of Ms. Neetu Pal (DIN: 10680727) as the Additional cum Independent Director
of the Company who shall hold the office till the conclusion of ensuing Annual General
Meeting of the Company and proposed to be Designated as Women Non-Executive
Independent Director, subject to the approval of the Shareholders of the Company.

> Resignation of Ms. Asheema Shukla (DIN: 06791567) as the Independent Director of the
Company.

iii. In compliance with the Companies Act, 2013 the following directors are proposed to be appointed as
Director/Independent Directors/Executive Director of the Company for the approval of the
Shareholders of the Company;

> Re-appointment of Mr. Santosh Kumar Gupta (DIN: 007105337) who retires by rotation, has
offered himself for re-appointment;

> Re-appointment of Mr. Naresh Kumar Rastogi (DIN: 00710087) as the Executive Director cum
Chief Financial Officer of the Company for a period of 5 years (i.e., from 1^st October, 2024 to
30^th September, 2029);

> Appointment of Ms. Neetu Pal (DIN: 10680727) as the Independent Director of the Company
for a period of 5 years (i.e., from 13^th August, 2024 to 12^th August, 2029);

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;

1. Appointed w.e.f. 13^th August, 2024

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

During the FY 2023-2024, 7 (Seven) meetings of the Board of Directors of the Company were held i.e.
on 30^th May, 2023, 14^th August, 2023, 01^st September, 2023, 30^th September, 2023, 11^th November,

2023, 14^th February 2024 & 29^th March, 2024. The gap between two meetings did not exceed 120 days.
The attendance of the members at the Board of Directors meetings was as follows:

1. Resigned w.e.f., 13^th August, 2024 & 2. Appointed w.e.f. 13^th August, 2024.

*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/Chairpersonship 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 31^st
March, 2024, the Board consist of 6 Members, 3 of whom are Executive Directors, 1 of whom is Non Executive
and the 2 others are Independent Directors. The Board periodically evaluates the need for change in its
composition and size.

The Policy of the Company on Director’s 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 Company's 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. Board's Committees:

Currently, the Board has three Committees: the Audit Committee, the Nomination and Remuneration Committee,
and the Stakeholder's 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:

Note: 1. Appointed w.e.f. 13^th August, 2024

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 30^th May 2023, 14^th August, 2023, 11^th November, 2023 and 14^th February, 2024 and the
attendance of the members at the Audit Committee meetings was as follows:

1. Resigned w.e.f. 13th August, 2024 2. Appointed w.e.f. 13^th August, 2024

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 twice in the year, on 14^th August, 2023 and on 11^th November 2023 and the attendance of the
members at the Nomination and Remuneration Committee meeting was as follows:

1. Resigned w.e.f. 13th August, 2024 2. Appointed w.e.f. 13^th August, 2024

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

During the financial year under review, Stakeholder Relationship Committee Meetings was held 2
times in the year viz., 14^th August, 2023 and on 11^th November 2023 and the attendance of the
members at the Stakeholder Relationship Committee meeting was as follows:

1. Resigned w.e.f. 13th August, 2024 2. Appointed w.e.f. 13^th August, 2024

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:

The equity shares of VSD Confin Ltd. (Scrip Code: 531696) are listed at BSE (INE489F01016). Your Company has
paid the Listing Fees to the BSE Limited for the FY 2023-2024 & 2024-2025 in terms of Uniform Listing
Agreement entered with the said Stock Exchange.

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:

a. Statutory Auditor:

At the 40^th Annual General Meeting held on 30^th 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 40^th Annual General Meeting till the conclusion of the 45^th Annual General Meeting of the
Company to be held in the year 2028.

b. Secretarial Auditors:

M/s. P B & Associates, Practising Company Secretary (Membership No.:36114, COP:25291) are the Secretarial
Auditors of the Company.

The Secretarial Audit Report for the FY 2023-2024 is appended as Annexure IV to this 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 M/s. ANDROS & CO., Chartered Accountants as the Internal Auditor of
the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 for the Financial Year 2023¬
2024.

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

i. by the Statutory Auditors in the Audit Report:

The Statutory Auditor's 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:

No Fraud has been reported by the Auditors of the Company under Section 143(12) of the Companies Act, 2013.

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 Company's policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of
reliable financial 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 Company's 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. ⁴

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:

ii. Technology Absorption:

iii. Foreign Exchange Earnings and Outgo:

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/

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. Significant and Material Orders:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going
concern status and Company's operations in future.

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. Secretarial Standards:

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries
of India.

g. 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.

h. 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.

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 Company's 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 Company’s 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/- Sd/-

ASHUTOSH SHARMA SANTOSH KUMAR GUPTA

Date: 04.09.2024 (DIN: 08198684) (DIN: 00710533)

Place: Lucknow MANAGING DIRECTOR DIRECTOR

1

At the Annual General Meeting held on 30^th September, 2023, the Shareholders approved the following:

> Re-appointment Mr. Sandeep Srivastava (DIN: 01848386) who retired by rotation at the
Annual General Meeting of the Company.

> Re-appointment Mr. Ashutosh Sharma (DIN: 08198684) as Managing Director of the
Company.

> Re-appointment Mr. Santosh Kumar Gupta (DIN: 00710533) as Executive Director of the
Company.

2

Insider Trading:

3

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 guide lines and advises the Directors and Employees of the Company on

4

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