Your directors present herewith their 32nd Annual Report of your Company together with the Audited Financial Statements for the Financial Year ('FY') ended March 31, 2024

FINANCIAL SUMMARY AND HIGHLIGHTS

The financial performance of the Company for the Year ended 31st March, 2024 is summarized as below: -

'. In Lakhs

OPERATIONS REVIEW

During the year, under review, the revenue from operations amounted to '.26637.28 Lakhs (as against the previous year figure of '.14038.87 Lakhs. The Company was able to generate Net Profit After Tax amounted to '.631.53 Lakhs as against the previous year figure of '.249.75 lakhs.

SHARE CAPITAL:

The Company has neither issued shares with differential rights as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to the employees or Directors of the Company, under any Scheme. No disclosure is required under Section 67(3)(c) of Companies Act, 2013 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said Section are not applicable.

TRANSFER TO RESERVE:

The Company does not propose to transfer any amount to reserves of the Company. However, during the year net profit of '. 631.53 Lakhs was carried forward to retained earnings and not transferred to free reserves under the head reserves and surplus

DIVIDEND

During the Year under review, the turnover and profitability of the Company has grown sufficiently, However, your directors, in order to conserve the resources and recognizing the need for conserving cash to augment its working capital to continue the growth momentum, it would be prudent to plough back the profits for the year for the operations and do not recommend any dividend for the year 2023-24 under review

DETAILS OF DIRECTORS / KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED:

Retirement by Rotation:

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Sangeeta Jain (DIN: 00125273) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Your directors recommend her re-appointment for approval of the members and the brief details as required under regulation 36(3) of SEBI Listing obligations and Disclosure requirement, Regulations 2015, read with secretarial standard, is provided as Annexure to the notice of the Annual general meeting

Appointment:

During the financial year under review, following directors were appointed by the board as an additional director in the board meeting held on 13/02/2024 with immediate effect:

Cessation:

During the year under review, following directors have resigned;

During F Y 2023-24 there is sad dismiss of One of Director Shri Ajitkumar Jain (DIN: 00114766), Director of the Company on 15th October 2023.

Key Managerial Personnel ('KMP')

In terms of the provisions of Section 2(51) and Section 203 of the Act, the following are the KMP of the Company:

• Mr. Manojkumar Jain, Managing Director (MD)

• Mrs. Sangeeta Jain, Whole Time Director (WTD)

• Mr. Hemal Patel, Company Secretary (CS)

• Mr. Amit Mandaia Chief Financial Officer (CFO)€

The Company has compiled with the requirements of having Key Managerial Personnel as per provisions of Section 203 of the Companies Act, 2013.

DETAILS OF HOLDING /SUBSIDARY COMPANIES:

The Company don't have any Holding/ Subsidiary/ Joint Ventures/ Associate Companies at the beginning of the year, during the year or at the end of the year and hence there is no requirement of giving the statement containing the salient feature of the financial statement of the Company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures.

DEPOSIT:

The Company has not invited/ accepted any deposit within the meaning of Chapter V other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status or which may have impact on the Company's operation in future.

INTERNAL FINANCIAL CONTROLS:

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

Particulars of Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 for the financial year ended 31st March 2024 are given in Annexure - III attached hereto and forming part of this report.

PERSONNEL:

There was no employee drawing remuneration requiring disclosure under Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS AND THEIR REPORTS:

(A) STATUTORY AUDITORS:

The auditors M/s. S N SHAH & Associates., Chartered Accountants offers themselves for reappointment at the ensuing annual general meeting. The company has received a letter from the auditors stating that their appointment if made will be within the limits of Section 139, 141 of the Companies Act, 2013 and the rules made there under. The Directors recommend for their reappointment.

Further, the report of the Statutory Auditors along with notes to Schedules is a part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

The notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The report does not contain any qualification, reservation or adverse remark.

(B) SECRETARIAL AUDITORS:

The Board of Directors of the Company has, in compliance with the provisions of Section 204(1) of the Companies Act, 2013 and rules made in this behalf, appointed M/s K Jatin & Co, Company Secretaries to carry out Secretarial Audit of the Company for the Financial Year 2023-24. The Report of the Secretarial Auditor is annexed to this Report as "Annexure- V" which is self-explanatory and gives complete information.

There is no qualification or remark in secretarial auditor's report.

(C) INTERNAL AUDITORS:

The Board of Directors has appointed M/s. SNDK & Associates LLP, Chartered Accountants, as Internal Auditors of the Company to carry out Internal Audit of the Company for the Financial Year 2023-24. The Audit Committee of the Board of Directors in consultation with the Internal Auditors, formulate the scope, functioning periodicity and methodology for conducting the Internal Audit.

(D) COST RECORDS AND COST AUDITORS:

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to prepare, maintain as well as have the audit of its cost records conducted by a Cost Accountant and accordingly it has made and maintained such cost accounts and records. The Board on the recommendation of the Audit Committee has appointed Anuj Aggarwal & Co, Cost Accountants, Ahmedabad having Firm Registration No.102409M/s. A.G. Tulsian & Co. Cost Accountants (Firm Registration No. 100629) as the Cost Auditors of the Company for FY 2023-24 under Section 148 and all other applicable provisions of the Act.

(E) EVENT OCCURED AFTER BALANCE SHEET DATE BEFORE APPROVAL OF ACCOUNTS:

Our Company has made a Right issue of 80 Lakhs Equity shares of '.10 each @ rate of '.35 each ('.10/- Nominal Value and '.25 Premium per Shares) on 22.05.2024 amounting to total of '.28 Crores to Existing shareholder. Details of Right issue is available at the company website: www.vmsil.in link https://www.vmsil.in/right-issue.html.

Auditor of Company also mention the same in their Auditor's Report as per Ind As-24.

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

There was no employee drawing remuneration requiring disclosure under section 197(12) and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Required details are annexed to this Report as "Annexure IV"

LISTING OF SHARES:

The Equity Shares of the Company are listed on the Bombay Stock Exchange with security ID/symbol of VMS.

The Company confirms that the Annual Listing Fees of Bombay Stock Exchange is paid for the year 2023-24.

DIRECTORS RESPONSIBITLY STATEMENT:

As required under the provisions of Section 134 of the Companies Act, 2013, to the best of their knowledge and belief the Board of Directors hereby submit that:

(a) In the preparation of the annual accounts for the year ended 2023-24, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(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 2023-24 and of the profits 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 the 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 as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

CORPORATE GOVERNANCE:

The Secretarial and Legal functions of the Company ensure maintenance of good governance within the organisation. They assist the business in functioning smoothly by being compliant at all times and providing strategic business partnership in the areas including legislative expertise, corporate restructuring, regulatory changes and governance.

We adhere to the principal of Corporate Governance mandated by the Securities and Exchange Board of India (SEBI) and have implemented all the prescribed stipulations. As required by LODR Regulations, 2015, a detailed report on Corporate Governance forms part of this Report as Annexure- VI. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached.

MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the financial year under review as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as "Annexure-II ".

COMPLIANCE WITH THE SECRETARIAL STANDARD:

The Company has complied with all the provisions of Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered during the year 2023-24 under report were on an arm's length basis and in the ordinary course of business. There were no materially significant Related Party Transactions made by the Company during the year which may have potential conflict with the interest of the Company hence, there is no information to be provided as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

The details of the Related Party Transactions are provided in the notes to the accounts i.e., other Notes (b). Members are requested to refer the same. AOC-2 Annexure-I

PARTICULARS OF LOANS / GUARANTEES / INVESTMENT:

The Particulars of investment and loans, made under Section 186 of the Companies Act, 2013 are furnished in the Notes No. 3, 4 & 10 to the Financial Statements for the year ended 31st March 2024.

The Company has not provided any guarantee or security to companies, firms, limited liability partnerships or other parties.

RISK MANAGEMENT POLICY

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. It is dealt with in greater details in the management discussion and analysis section. During the year, there were no elements of risk, which in the opinion of the Board may threaten the existence of the company.

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Mr. Bakul Mehta, Mr. Pranav Parikh and Mr. Murari Agarwal, are the Independent Directors of the Company. 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 Act and regulation 16(1) (b) of the Listing Regulations and are independent from the management. The Independent Director of the Company holds office for the term of five years. In terms of the provision of Companies Act, 2013 the independent Directors are not liable to retire by rotation.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of Finance and taxation, technology, digitalisation, human resources, strategy, auditing, tax corporate governance, etc. and that they hold highest standards of integrity.

Brief resumes of the above Directors, nature of his expertise in specific functional areas and names of the Public Limited Companies in which they hold Directorships and Memberships / Chairmanships of Committees of the Board and their shareholding in the Company, as stipulated under LODR, 2015 of the Listing Agreement are given in the Report on Corporate Governance forming part of the Annual Report.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:

The Company has received the disclosure in Form DIR - 8 from its Directors being appointed or re-appointed and has noted that none of the Directors are disqualified under Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment and Qualification of Directors) Rules, 2014.

ANNUAL RETURN

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 (1) of Companies (Management and Administration) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2024 is available at Company's Website: www.vmsil.in.

NUMBER OF BOARD MEETINGS:

The calendar of meetings to be held in a year is decided in advance by the Board and circulated to the Directors. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Companies Act, 2013

Twelve (12) Meetings of the Board were held during the financial year 2023-24 on following dates:

Mr. Murari Agarwal appointed on Board on 13.02.2024 and Hitesh Loonia Resign from Company on 13.02.2024 CORPORATE SOCIAL RESPONSIBILITY:

The Provision of Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company. REPORTING OF FRAUD:

During the year under review, there was no instance of any fraud which has been reported by any Auditor to the Audit Committee or the Board.

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

The Company has zero tolerance towards sexual harassment at the workplace and has 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. The Company has in place a robust policy on prevention of sexual harassment at workplace. The policy aims at prevention of harassment of employees as well as contractors and lays down the guidelines for identification, reporting and prevention of sexual harassment.

During the Financial Year 2023-24, the Company has not received any complaint of sexual harassment.

ANNUAL PERFORMANCE EVALUATION:

The Board has carried out the annual evaluation of its own performance and that of its committees and individual Directors for the year pursuant to the provisions of the Act and the corporate governance requirements prescribed under the Listing Regulations.

The performance of the Board and individual Directors was evaluated by the Board after seeking inputs from all the Directors. The criteria for performance evaluation of the Board was based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as Board composition and structure, effectiveness of Board processes, contribution in the long term strategic planning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee Members. The criteria for performance evaluation of the Committees was based on the Guidance Note issued by SEBI on Board Evaluation which included aspects such as structure and composition of committees, effectiveness of committee meetings, etc.

CREDIT RATINGS

Company has obtained the credit rating from CARE are as follow

VIGIL MECHANISM:

Pursuant to Section 177(9) of the Companies Act, 2013, the company has adopted Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the company are free to report violations of any laws, rules, regulations and concerns about unethical conduct to the Audit Committee under this policy. The policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination with any person for a genuinely raised concern.

POLICIES:

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Board of Directors of the Company has framed the following policies:

1. Materiality of Information Policy

2. Policy for Preservation of Documents

3. Code for Fair Disclosure of UPSI

4. Person Authorized for determining the materiality of any event or transaction or information

5. Whistle Blower Policy

6. Nomination & Remuneration Policy

7. Code of Conduct

8. Code of Practices and Procedures for Fair Disclosures of Unpublished Price Sensitive Information (UPSI)

9. Policy for Determination of Legitimate purpose for Disclosures of Unpublished Price Sensitive Information (UPSI)

All the above policies have been displayed on the website of the www.vmsil.in.

TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid in last Eight years so the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to the provision of Section 125 (e) of the Companies Act, 2013 as there is no amount unclaimed for a period of 7 years from the date it became due for repayment.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFTER BALANCE SHEET DATE:

Our Company has made a Right issue of 80 Lakhs Equity shares of '.10 each @ rate of '.35 each ('.10/- Nominal Value and '.25 Premium per Shares) on 22.05.2024 amounting to total of '.28 Crores to Existing shareholder. Details of Right issue is available at the company website: www.vmsil.in link https://www.vmsil.in/rieht-issue.html.

CHANGE IN NATURE OF BUSINESS:

During the year under review, there is no change in the nature of Company's Business.

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

During the year under review, there were no applications made or proceedings pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT & VALUATION WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from the Banks or Financial Institutions. APPRECIATION:

Your directors would like to express their sincere appreciation for the co-operation and assistance received from the Banker, Regulatory Bodies and other Business associates who have extended their valuable sustained support and encouragement during the year under review.

Your directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executive officers and staff at all levels of the Company. We look forward for the continued support of all stakeholders in the future and we are very thankful for the confidence shown in the Company.

On behalf of the Board of Directors of VMS Industries Limited

Manojkumar Jain Sangeeta Jain

Date: 13th August, 2024 Managing Director Whole Time Director

Place: Ahmedabad (DIN: 02190018) (DIN: 00125273)