Directors Report of Srivasavi Adhesive Tapes Ltd.

Mar 31, 2025

Your directors have pleasure in submitting their 16^th Annual Report of the Company together
with the Audited Statements of Accounts for the year ended 31^st March, 2025.

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under:

Particulars	Standalone Financials
	2024-25	2023-24
Income from operations	9015.51	7,795.71
Other Income	153.40	34.18
Total Revenue	9,168.92	7,829.88
Total Expenses	8,244.96	7,124.01
Prior Period Adjustment	-	-
Profit before tax	923.96	705.87
Total Tax Expenses	243.82	191.22
Profit from Continuing Operations after Tax (PAT)	680.13	514.66

2. BUSINESS OPERATION:

During the year under review, the Company has earned a total revenue of Rs. 9,168.92
Lakhs for the year ended March 31, 2025 as against Rs. 7,829.88 Lakhs in the previous
financial year.

The Company has recorded a profit (PBT) of Rs. 923.96 Lakhs for the year ended March
31, 2025 as compared to Rs. 705.87 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 202 5 stood at Rs. 680.13
Lakhs as compared to Rs. 514.66 Lakhs in the previous financial year.

3. DIVIDEND

To conserve resources in consideration of future growth of the Company, your directors
does not recommend any Dividend for the year ended March 31, 202 5.

4. CHANGE IN THE NATURE OF BUSINESS. IF ANY:

There is no change in its nature of business of Company during the year under review.

5. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred its profits into Reserves & Surplus Account during the year
under review.

6. ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company
in form MGT - 7 has been uploaded on the website of Company and web link of the same
is https://vasavitapes.com/.

7. NUMBER OF BOARD MEETINGS/COMMITTEE/SHAREHOLDERS MEETINGS

CONDUCTED DURING THE YEAR:

I. BOARD MEETING:

During the year ended March 31, 2025, the Board met 5 times. The intervening gap between
the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act”).
The prescribed quorum was presented for all the Meetings and Directors of the Company
actively participated in the meetings and contributed valuable inputs on the matters
brought before the Board of Directors from time to time.

II. AUDIT COMMITTEE:

The audit committee of the Company is constituted under the provisions of Section 177 of
the Companies Act, 2013. Details of Audit Committee members as mentioned below:

Composition of the Committee:

1. Gopi D K, Non-Executive, Independent Director (Chairman);

2. Praiakta Sangoram, Non- Executive Independent Director (Member);

3. D N Anilkumara, Chairman & Managing Director (Member);

4. The Company Secretary of Company is Secretary of the Committee.

The quorum for Audit Committee meeting shall either be two members or one third of the
members of the Audit Committee, whichever is greater, with at least two Independent
Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company
to provide clarifications on matters relating to the audit.

During the Financial Year 2024-25, 3 Audit Committee meeting held by the members of
Committee.

III. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the
provisions of section 178 of the Companies Act, 2013. Details of Nomination and
Remuneration Committee Members as mentioned below:

Composition of the Committee:

1. Giriraj Bhutra, Non-Executive Independent Director (Chairman);

2. Gopi D K, Non-Executive Independent Director (Member);

3. Praiakta Sangoram, Non-Executive Independent Director (Member)

4. The Company Secretary of Company is Secretary of the Committee

During the Financial Year 2024-25, 1 (one) Nomination and Remuneration Committee meeting
held by the members of Committee.

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the
provisions of section 178 of the Companies Act, 2013. Details of Stakeholders Relationship
Committee as mentioned below:

Composition of the Committee:

1. Praiakta Sangoram, Non-Executive Independent Director (Chairman)

2. Gopi D K, Non-Executive Independent Director (Member)

3. Giriraj Bhutra, Non-Executive Director (Member)

4. The Company Secretary of Company is Secretary of the Committee

During the Financial Year 2024-25, 1 (one) Stakeholders and Relationship Committee meeting
held by the members of Committee.

V. SHAREHOLDER''S MEETING:

SR NO	General Meeting Date/ Postal Ballot	Business Transacted in the Meeting	Type of Meeting
1	August 22, 2024	1. ADOPTION OF ANNUAL ACCOUNTS 2. RE-APPOINTMENT OF ASHWINI D A (DIN: 02779449), THE RETIRING DIRECTOR. 3. APPROVAL OF CHARGES FOR SERVICE OF DOCUMENTS ON THE SHAREHOLDERS.	AGM

VI. INTERNAL COMPLAINT COMMITTEE:

The Company is committed to provide a safe and conducive work environment to its
employees, during the year under review.

Your directors further state that during the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

8. DECLARATION OF THE INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the
Company has received individual declarations from all the Independent Directors confirming
that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act,
2013.

The Independent Director have complied with the Code of Conduct for Independent Directors
prescribed in Schedule IV of the Act. In view of the available time limit, those Independent
Director who are required to undertake the online proficiency self-assessment test as
contemplated under Rule 6(4) of the Companies (Appointment and Qualification of Directors)
Rules, 2014, had committed to perform the test within time limit stipulated under the act. The
Company has received declarations from all Independent Directors of the Company confirming
that they continue to meet the criteria of Independence as prescribed under Section 149 of the
Companies Act 2013.

9. DETAILS OF SUBSIDIARY/IOINT VENTURE/HOLDING COMPANY:

The Company has No Subsidiary and, there is no any Joint Venture or Holding Company of our
Company.

10. SHARE CAPITAL:

During the year under review, the Company has neither issued any shares with differential
voting rights nor granted any Stock Option nor any Sweat Equity Shares.

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 202 5 was Rs 15,00,00,000/-
(Rupees Fifteen Crore) divided into 1,50,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 202 5 was Rs. 14,17,41,660/- (Rupees
Fourteen Crore Seventeen Lakhs Forty-One Thousand Six Hundred Sixty Only) divided into
1,41,74,166 Shares of Rs. 10/- each.

11. DIRECTORS''S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of
Directors of the company confirms that-

(i) In the preparation of the annual accounts for the year ended 31st March, 2025, the
Company has followed the applicable accounting standards and there are no material
departures from the same.

(ii) Accounting policies were adopted and applied consistently and made judgments and
estimates that are reasonable and prudent so as to give a true and fair view of the affairs
of the Company as at 31^st March, 2025 and of the Profit of the Company for year ended on
that date.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act of safeguarding the
assets of the Company and for preventing/ detecting fraud and irregularities have been
taken.

(iv) The Directors have prepared Annual Accounts on a "Going Concern” basis.

(v) They 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 had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

12. PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees, and
individual Directors. The entire Board carried out performance evaluation of each
Independent Director excluding the Independent Director being evaluated. The Nomination
Remuneration Committee also carried out evaluation of every director''s performance.

The evaluation was done after taking into consideration inputs received from the Directors,
setting out parameters of evaluation. Evaluation parameters of the Board and Committees
were mainly based on Disclosure of Information, Key functions of the Board and Committees,
Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual
Directors including the Chairman of the Board and Independent Directors were based on
Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and
Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non¬
Independent Directors, Chairman of the Board, and the Board as a whole.

13. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
exempted companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of
National stock exchange of India Limited i.e. NSE Emerge, the Company is exempted from
compliance with Corporate Governance requirements, and accordingly the reporting
requirements like Corporate Governance Report, Business Responsibility Report, etc. are not
applicable to the Company. However, the Company complies to the extent of applicable
sections of Companies Act, 2013 with regard to Corporate Governance.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished as Annexure
- I in the Annual Report and forms a part of the Annual Report.

15. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies
which are available on its website https://vasavitapes.com/

• Familiarization Programme of ID

• Nomination and Remuneration Policy

• Vigil Mechanism Whistler Blower Policy

• Code of Conduct for BoD and SMP

• Code of Practice and procedure for UPSI

• Criteria or Policy for making payments to NED

• Policy on Materiality of Related Party T ransactions

• Policy on Preservation and Archival of Documents

• Policy on prevention of Sexual Harassment at workplace POSH

• Policy on Determination of Materiality

• Terms conditions of Appointment of Independent Directors

• Prohibition of Insider T rading Policy

16. COMPANY''S POLICY RELATING TO APPOINTMENT. PAYMENT OF
REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES:

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the
recommendation of Nomination and Remuneration Committee has devised Nomination
and Remuneration Policy relating to appointment of Key Managerial Personnel and Directors,
Director''s qualifications, positive attributes, independence of Directors and their
remuneration and other related matters as provided under Section 178(3) of the
Companies Act, 2013.

17. STATEMENT PURSUANT TO SECTION 1971121 OF THE COMPANIES ACT. 2013 READ WITH
RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL
PERSONNEL! RULES. 2014:

Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure II which
forms part of this Report.

18. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADEUNDER SECTION
186 OFTHE COMPANIES ACT. 2013:

The details of loans, guarantees or investments covered under Section 186 of the
Companies Act, 2013 are given in the Note to the Financial Statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED
PARTIES UNDER SECTION 1 88 OF COMPANIES ACT. 201 3 :

All related party transactions that were entered during the financial year were on arm''s length
basis and were in the ordinary course of business. There are no significant related party
transactions made by the Company with Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential conflict with the interest of the Company
at large. AOC - 2 of the same is attached herewith as Annexure - III.

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company
Secretaries of India while organizing the Board and Annual General Meetings.

21. MATERIAL CHANGES AND COMMITMENT:

There was no material changes and commitments affecting the financial position of the Company
occurred during the year and between the end of the financial year to which these financial
statements relate and on the date of this report.

22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE, 2016 131 OF 2016) DURING THE YEAR
ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no any application filed or any proceeding pending under Insolvency and Bankruptcy
Code, 2016 (31 Of 2016) during the year under review. Hence the same is not applicable to
Company.

23. 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:

There was no any application filed or any proceeding pending under Insolvency and Bankruptcy
Code, 2016 (31 Of 2016) during the year under review. Hence the same is not applicable to
Company.

24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGEEARNINGS AND OUTGO:

(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. The
management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and
the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilizing alternate source of energy:

As the Company needs only minimum level of energy, it has not looked in to an alternative
source of energy.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The Company is not utilizing any alternate source of energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review, the Company has total income of Rs. 2.47 Crores and Nil
expenditure in the foreign currency.

25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK
MANAGEMENT POLICY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of risks followed by
coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of
unfortunate events or to maximize the realization of opportunities. The Company has laid down a
comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from
time to time. These procedures are reviewed to ensure that executive management controls risk
through means of a properly defined framework. The major risks have been identified by the
Company and its mitigation process/measures have been formulated in the areas such as business,
project execution, event, financial, human, environment, and statutory compliance.

26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THECOMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

CSR provides an opportunity to the Companies to effectively align its values and strategy for the
benefits of the society, by contributing to the social, economic and environmental development of
the society at large.

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 are applicable to the Company on the basis of latest Audited
financial Result as on 31^st March, 2025, Hence the Company is required to adopt the CSR Policy or
constitute CSR Committee in the financial year 2024-25.

Since the Board of Directors in their meeting held on July 27, 2024, has constituted the Corporate
Social Responsibility Committee of the Company as per the above provisions of the Companies Act,
2013. The composition of Committee is as follow:

Sr. No.	Name	Designation
1	Gopi D K	Chairman
2	D N Anilkumara	Member
3	Dasa Anilkumar Ashwini	Member

Further the Board of directors has also approved the CSR policy formulated in accordance with the
Act (as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the Investor section on the website of the Company at link
https://vasavitapes.com/.

Since the Provisions of Section 135 of Companies Act, 2013 was applicable on the basis of latest
Audited financial Result as on 31^st March, 2025, the Company will comply all the compliances and
spent the required amount in CSR activities from F.Y. 2024-25. Further the Annual Report on CSR

activities forming part of this Report is attached as Annexure - IV

27. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of
Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules
2014 as amended from time to time, during the year under review.

28. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1),intimation
under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the
Code of Conduct of the Company.

Details of all Promoters/Directors/KMP as on 31^st March, 2025 are as mentioned below:

Sr. No.	Name of Director/KMP	Designation	Promoter/ Independent /KMP/ Professional	Date of Appointment
1.	D N Anilkumara	Chairman and Managing Director	Promoter	September 29, 2022
2.	Ashwini D A	Executive Director and CFO	Promoter & KMP	March 19, 2010
3.	Prajakta Sangoram	Non- executive Director	Independent	September 29, 2022
4.	Gopi D K	Non- executive Director	Independent	September 29, 2022
5.	Giriraj Bhutra	Non- executive Director	Independent	September 29, 2022
6.	Mr. Rohit Kumar Joshi	Chief Executive Officer	KMP	April 26, 2023
7.	Mr. Nikhil Jain	CS & Compliance Officer	KMP	September 29, 2022

Further during the year under review, no changes regarding
appointment/reappointment/resignation were made in the Management of Company:

29. AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

M/s. Doshi Doshi & Co., Chartered Accountants (Firm Registration No. 153683W were appointed
as the statutory auditors of the Company at the 14^th Annual General Meeting of the Company for
a term of five consecutive years i.e. from F.Y. 2023- 24 to 2027-28, who shall hold office from the
conclusion of 14^th Annual General Meeting till the conclusion of the 19^th Annual General Meeting
to be held in the year 2028, in terms of provisions of section 139(8) of the Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the
financial year ended March 31, 2025, which forms part of this Report. Also, there is no
qualifications, reservations or adverse remarks made by the M/s. Doshi Doshi & Co, Statutory
Auditor of Company in their Audit Report for the year under review.

B. INTERNAL AUDITOR:

During the year under review, the Board of Directors of Company in their meeting held on May 23,
2024 has appointed M/s. C S M R & Associates, Chartered Accountants, (FRN - 010106SW) as
Internal Auditor of the Company for F.Y. 2024-25 to conduct the internal audit of the various areas
of operations and records of the Company.

C. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in their meeting held
on March 28, 2025, has appointed M/s. Nikunj Kanabar & Associates, Practicing Company
Secretary, as Secretarial Auditors of the Company for the year under review.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their
report.

The said Secretarial Audit report is annexed as Annexure V and forms part of this report.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the internal
financial controls across the organization. After considering the framework of existing
internal financial controls and compliance systems; work performed by the Statutory
Auditors and External Consultants; reviews performed by the Management and relevant
Board Committees including the Audit Committee, the Board is of the opinion that the
Company''s internal financial controls with reference to the financial statements were
adequate and effective during the financial year 2024-25.

31. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company''s business
and size and complexity of its operations are in place and have been operating satisfactorily.
Internal control systems comprising of policies and procedures are 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 economically, used efficiently and adequately protected.

32. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies
(Cost records and audit) Rules, 2014, the Company is not required toappoint a cost auditor
to audit the cost records of the Company.

33. EXPLANATION OF BOARD OF DIRECTORS ON AUDITORS REPORTS:

Auditors Report of Statutory Auditor and Secretarial Auditor:

There are no qualifications or reservation or adverse remarks made by both the Auditors in
their reports for the year under review.

Hence there is no Explanation required.

34. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors have not reported any instances of frauds
committed in the Company by its Officers or Employees under Section 143(12) of the
Companies Act, 2013.

35. GREEN INITIATIVES:

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, Notice of the AGM along with the Annual Report 2024-25 is being sent
through electronic mode to those Members whose email addresses are registered with the
Company/ Depositories. Members may note that the Notice and Annual Report 2024-25 will
also be available on the Company''s website www.vasavitapes.com

36. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where
Directors and employees can voice their genuine concerns or grievances about any unethical
or unacceptable business practice. A whistle-blowing mechanism not only helps the Company
in detection of fraud, but is also used as a corporate governance tool leading to prevention and
deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer
or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine
Whistle Blowers are accorded complete protection from any kind of unfair treatment or
victimization. The Whistle Blower Policy is disclosed on the website of the Company at
www.vasavitapes.com

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no
dividend declared and paid last year.

38. GENERAL:

Your directors state that no disclosure or reporting is required in respect of thefollowing items
as there were no transaction on these items during the year under review.

1. Details relating to Deposits covered under Chapter V of the Act.

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

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

4. No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Company''s operations in future.

5. There was no instance of non-exercising of voting rights in respect of shares purchased
directly by the employees under a scheme pursuant to section 67(3) of the Act read with
Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no
information has been furnished.

39. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation of the co-operation and
assistance received from Shareholders, Bankers, regulatory bodies and other business
constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers, and staff, resulting in successful
performance of the Company during the year. Your directors look forward to the continued
support of all stakeholders in the future.

For and on behalf of the Board of
Srivasavi Adhesive Tapes Limited

Sd/- Sd/-

D N Anilkumara Ashwini D A

Chairman and Managing Director Executive Director

DIN- 02779362 DIN - 02779449

Place: Bangalore
Date: July 28, 2025

---

Mar 31, 2024

Your directors have pleasure in submitting their 15th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2024.

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under:

(All amounts in Lakhs Rupee except otherwise stated)
Standalone Financials Particulars 2023-24 2022-23
Income from operations	7,733.43	5918.32
Other Income	34.18	53.61
Total Revenue ; / ''¦ /// /	7,767.61 \ '' ''''	5971.93
Total Expenses '' ;	7,061.74	5474.47
Prior Period Adjustment	—	—
Profit before tax	705.87	497.46
Total Tax Expenses	191.22	135.67
Profit from Continuing Operations after Tax (PAT)	514.66	361.76

:''::2. business operation:

During the year under review, the Company has earned a total revenue of Rs. 7,767.61 Lakhs for the year ended March 31, 2024 as against Rs. 5971.93 Lakhs in the previous financial year.

The Company has recorded a profit (PBT) of Rs. 705.87 Lakhs for the year ended March 31,2024 as compared to Rs. 497.46 Lakhs in the previous financial year.

The Profit/ (Loss) after Tax (PAT) for the year ended March 31, 2024 stood at Rs. 514.66 Lakhs as compared to Rs. 361.76 Lakhs in the previous financial year.

3. DIVIDEND

To conserve resources in consideration of future growth of the Company, your directors does not recommend any Dividend for the year ended March 31,2024.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in its nature of business of Company during the year under review.

5. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred its profits into Reserves & Surplus Account during the year under review.

6. ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company in form MGT - 7 has been uploaded on the website of Company and web link of the same is https://vasavitapes.com/

7. NUMBER OF BOARD MEETINGS/ COMMITTEE/SHAREHOLDERS MEETINGS CONDUCTED DURING THE YEAR:

I. BOARD MEETING:

During the year ended March 31, 2024, the Board met 7 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the "Act"). The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

II. AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013. Details of Audit Committee members as mentioned below:

Composition of the Committee:

1. Gopi D K, Non-Executive, Independent Director (Chairman);

2. Praiakta Sangoram, Non- Executive Independent Director (Member)

3. D N Anilkumara, Chairman & Managing Director (Member)

4. The Company Secretary of Company is Secretary of the Committee

The quorum for Audit Committee meeting shall either be two members or one third of the members of the Audit Committee, whichever is greater, with at least two Independent Directors.

The Chairman of the Committee must attend the Annual General Meetings of the Company to provide clarifications on matters relating to the audit.

During the Financial Year 2023-24, 6 Audit Committee meeting held by the members of Committee.

III. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013. Details of Nomination and , Remuneration Committee Members as mentioned below: ¦

Composition of the Committee:

1. Giriraj Bhutra, Non-Executive Independent Director (Chairman);

2. Gopi D K, Non-Executive Independent Director (Member);

3. Praiakta Sangoram, Non-Executive Independent Director (Member)

4. The Company Secretary of Company is Secretary of the Committee

During the Financial Year 2023-24, 1 (one) Nomination and Remuneration Committee meeting held by the members of Committee.

IV. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013. Details of Stakeholders Relationship Committee as mentioned below:

Composition of the Committee:

1. Praiakta Sangoram, Non-Executive Independent Director (Chairman)

2. Gopi D K, Non-Executive Independent Director (Member)

3. Giriraj Bhutra, Non-Executive Director (Member)

4. The Company Secretary of Company is Secretary of the Committee

During the Financial Year 2023-24,1 (one) Stakeholders and Relationship Committee meeting held by the members of Committee.

V. SHAREHOLDER''S MEETING:

General SR Meeting „ . „ Type off __ _ ^ ^ Business Transacted in the Meeting .; _ NO Date/Post 9 Meeting al Ballot
l	18th June, 2023	Appointment of M/s. Doshi Doshi & Co., Chartered Accountants, as Statutory Auditors to fill up the casual vacancy, caused due to resignation of M/s. C S M R & Associates, Chartered Accountants.	Postal Ballot
2	05th September, 2023	1. Adoption of Annual Accounts for financial year 2022-23 2. Re-appointment of Ashwini D A (Din: 02779449), the retiring director 3. Appointment of M/s Doshi Doshi & Co, Chartered Accountant, (FRN: 153683W) as statutory auditors of the company	AGM

VI. INTERNAL COMPLAINT COMMITTEE:

The Company is committed to provide a safe and conducive work environment to its employees, during the year under review. Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

8. DECLARATION OF THE INDEPENDENT DIRECTORS:

Pursuant to the provisions of sub-section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfil the criteria of Independence as specified in Section 149(6) of the Companies Act, 2013.

The Independent Director have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In view of the available time limit, those Independent Director who are required to undertake the online proficiency selfassessment test as Rules, 2014, had committed to perform the test within time limit stipulated under the act. The Company has received declarations from all Independent Directors of the Company confirming that they continue to meet the criteria of Independence as prescribed under Section 149 of the Companies Act 2013.

9. DETAILS OF SUBSIDIARY/JOINT VENTURE/HOLDING COMPANY:

The Company has No Subsidiary and, there is no any Joint Venture or Holding Company of our Company.

10. SHARE CAPITA^^§>W^

During the year under review, the Company has neither issued any shares with differential voting rights nor granted any Stock Option nor any Sweat Equity Shares.

AUTHORIZED SHARE CAPITAL

The Authorized Share Capital of the Company as on March 31, 2024 was Rs 15,00,00,000/-(Rupees Fifteen Crore) divided into 1,50,00,000 shares of Rs 10/- each.

ISSUED AND PAID-UP CAPITAL

The paid-up Equity Share Capital as on March 31, 2024 was Rs. 14,17,41,660/- (Rupees Fourteen Crore Seventeen Lakhs Forty-One Thousand Sixty Hundred Sixty Only) divided into 1,41,74,166 Shares of Rs. 10/- each.

11. DIRECTORS''S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors of the company confirms that-

(i) In the preparation of the annual accounts for the year ended 31st March, 2024, the Company has followed the applicable accounting standards and there are no material departures from the same.

(ii) Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company as at 31st March 2024 and of the Profit of the Company for year ended on that date.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act of safeguarding the assets of the Company and for preventing/ detecting fraud and irregularities have been taken.

(iv) The Directors have prepared Annual Accounts on a "Going Concern" basis.

(v) They 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees, and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director''s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of NonIndependent Directors, Chairman of the Board, and the Board as a whole.

. 13. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of National stock exchange of India Limited i.e. NSE Emerge, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company. However, the Company complies to the extent of applicable sections of Companies Act, 2013 with regard to Corporate Governance.

14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished as Annexure - I in the Annual Report and forms a part of the Annual Report.

15. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website https://vasavitapes.com/

• Familiarization Programme of ID

• Nomination and Remuneration Policy

• Vigil Mechanism Whistler Blower Policy

• Code of Conduct for BoD and SMP

• Code of Practice and procedure for UPSI

• Criteria or Policy for making payments to NED

• Policy on Materiality of Related Party Transactions

• Policy on Preservation and Archival of Documents

• Policy on prevention of Sexual Harassment at workplace POSH

• Policy on Determination of Materiality

• Terms conditions of Appointment of Independent Directors

• Prohibition of Insider Trading Policy

:16. COMPANY''S f POLICY RELATING TO APPOINTMENT, PAYMENT OF

:;: :; REMUNERATION to directors and discharge of their duties:

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the recommendation of Nomination and Remuneration Committee has devised Nomination and Remuneration Policy relating to appointment of Key Managerial Personnel and Directors, Director''s qualifications, positive attributes, independence of Directors and their remuneration and other related matters as provided under Section 178(3) of the Companies Act, 2013.

17. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure II which forms part of this Report.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES UNDER SECTION 188 OF COMPANIES ACT, 2013:

All related party transactions that were entered during the financial year were on arm''s length basis and were in the ordinary course of business. There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. AOC - 2 of the same is attached herewith as Annexure - III.

20. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India while organizing the Board and Annual General Meetings.

21. MATERIAL CHANGES AND COMMITMEIsj^^^^VV^^^^^^^^^^^^^

There was no material changes and commitments affecting the financial position of the Company occurred during the year and between the end of the financial year to which these financial statements relate and on the date of this report.

22. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE \ ^

>^HNSOLVEN^fiAND^BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR \c£alongwith THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR: f Vf

There was no any application filed or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not applicable to Company

y :^: 23. 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. V

There was no any application filed or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not applicable to Company.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

(A) CONSERVATION OF energy:

The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilising alternate source of energy:

As the Company needs only minimum level of energy, it has not looked in to an

alternative source of energy.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(b) technology absorption:

The Company is not utilizing any alternate source of energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review, the Company has total income of Rs. 2.28 Crores and Nil expenditure in the foreign currency.

25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK ''c

MANAGEMENTPOLICY OftHE COMPANY: vVyoVy"

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment, and statutory compliance.

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

CSR provides an opportunity to the Companies to effectively align its values and strategy for the benefits of the society, by contributing to the social, economic and environmental development of the society at large.

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are applicable to the Company on the basis latest Audited financial Result as on 31st March, 2024, Hence the Company is required to adopt the CSR Policy or constitute CSR Committee in the financial year 202425.

Since the Board of Directors in their meeting held on July 27, 2024, has constituted the Corporate Social Responsibility Committee of the Company as per the above provisions of the Companies Act, 2013. The composition of Committee is as follow:

No* Name Designation
1	Gopi D K	Chairman
2	D N Anilkumara	Member
3	Dasa Anilkumar Ashwini	Member

Further the Board of directors has also approved the CSR policy formulated in accordance with the Act (as amended from time to time), guides the Company to serve the society.

The CSR policy may be accessed under the Investor section on the website of the Company at link https://vasavitapes.com/

Since the Provisions of Section 135 of Companies Act, 2013 was applicable on the basis latest Audited financial Result as on 31st March, 2024, the Company will comply all the compliances and spent the required amount in CSR activities from F.Y. 2024-25. Further the Annual Report on CSR activities forming part of this Report is attached as Annexure -IV

^27. DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014 as amended from time to time, during the year under review.

28. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1), - -''-''. intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.

Details of all Promoters/Directors/KMP as on 31st March, 2024 are as mentioned below:

Promoter/ SR. Name of Independent Date of Designation No. Director/KMP /KMP/ Appointment Professional
1.	D N Anilkumara	Chairman and Managing Director	Promoter	September 29, 2022
2.	Ashwini D A	Executive Director and CFO	Promoter & KMP	March 19, 2010
3.	Prajakta Sangoram	Non-executive Director	Independent	September 29,2022
4.	Gopi D K	Non-executive Director	Independent	September 29,2022
5.	Giriraj Bhutra	Non-executive Director	Independent	September 29,2022
6.	Mr. Rohit Kumar Joshi	Chief Executive Officer	KMP	April 26, 2023
7.	Mr. Nikhil Jain	CS & Compliance Officer	KMP	September 29,2022

Further during the year under review, following changes regarding appointment/reappointment/resignation has been done in the Management of Company:

S. No.	Name of Director/KMP	Designation	Promoter/ Independent /kmp/ Professional	Date of Appointment/ Change in Designation/ Resignation	Date of Event
1.	Mrs. Rathnamma K N	Non-Executive Director	Professional	Resignation	April 24, 2023
2.	Mr. Rohit Kumar Joshi	Chief Executive Officer	KMP	Appointment	April 26, 2023

29. AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

M/s. Doshi Doshi & Co., Chartered Accountants (Firm Registration No. 153683W were appointed as the statutory auditors of the Company at the 14th Annual General Meeting of the Company for a term of five consecutive years i.e. from F.Y. 2023- 24 to 2027-28, who shall hold office from the conclusion of 14th Annual General Meeting till the conclusion of the 19th Annual General Meeting to be held in the year 2028, in terms of provisions of section 139(8) of the Act.

Further the Statutory Auditors have submitted their Report on the Financial Statements for the financial year ended March 31, 2024, which forms part of this Report. Also, there is no qualifications, reservations or adverse remarks made by the M/s. Doshi Doshi & Co, Statutory Auditor of Company in their Audit Report for the year under review.

B. INTERNAL AUDITOR:

During the year under review, the Board of Directors of Company in their meeting held on July 05, 2023 has appointed M/s. C S M R & Associates, Chartered Accountants, as Internal

Auditor of the Company for F.Y. 2023-24 to conduct the internal audit of the various areas of operations and records of the Company.

C. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in their meeting held on May 30, 2023, M/s. Dilip Swarnkar & Associates, Practicing Company Secretary, has appointed as Secretarial Auditors of the Company for the year under review.

There are no qualifications, reservations or adverse remarks made by Secretarial Auditors in their report.

The said Secretarial Audit report is annexed as Annexure V and forms part of this report.

30. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:¦

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Statutory Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2023-24.

''31. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are 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 economically, used efficiently and adequately protected.

32. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit the cost records of the Company.

33. EXPLANATION OF BOARD OF DIRECTOR''S ON AUDITOR''S REPORTS:

Auditors Report of Statutory Auditor and Secretarial Auditor:

There are no qualifications or reservation or adverse remarks made by both the Auditors in their reports for the year under review.

Hence there is no Explanation required.

34. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013.

35. GREEN INITIATIVES

In compliance with Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Notice of the AGM along with the Annual Report 2023-24 is being sent through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2023-24 will also be available on the Company''s website www.vasavitapes.com

36. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud, but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct excess to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The Whistle Blower Policy is disclosed on the website of the Company at www.vasavitapes.com

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

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

38. GENERAL:

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

1. Details relating to Deposits covered under Chapter V of the Act.

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

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

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

5. There was no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

39. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, and staff, resulting in successful performance of the Company during the year. Your directors look forward to the continued support of all stakeholders in the future.

---

Mar 31, 2023

The directors have pleasure in submitting their 14th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2023.

1. FINANCIAL PERFORMANCE:

The Financial performance of the Company during the year was as under:

(Rs. In Lakhs)
Particulars	Standalone Financials
	2022-23	2021-22
Income from operations	5918.32	6343.86
Other Income	53.61	31.20
Total revenue	5971.93	6375.06
Total Expenses	5474.47	5881.01
Prior Period Adjustment	-	-
Profit before tax	497.46	494.05
Total Tax Expenses	135.67	132.87
Profit from C ontinuing Op erati ons after Tax (PAT)	361.76	361.18

2. BUSINESS OPERATION:

During the year under the review, the Company has Decrease its turnover. Your directors are expecting robust growth in near future.

The Gross income from operations of your Company is Rs. 5,918.32 Lakhs as against Rs. 6,343.86 Lakhs in the previous year. The net profit/(loss) after tax for the year under review is Rs. 361.78 Lakhs as against profit of Rs. 361.18 Lakhs in the previous year.

3. DIVIDEND

The Board of Directors’ do not recommend any dividend for the year under review due to net loss of Company, however Directors ensure for better performance and good result in the near future of the Company.

4. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There is no change in its nature of business of Company during the year under review.

5. LISTING OF SHARES THROUGH IPO ON NATIONAL STOCK EXCHANGE OF INDIA I.E. NSE EMERGE LTD:

The Company has listed its equity shares on SME Platform of National Stock exchange of India Limited i.e NSE Emerge w.e.f. March 09, 2023.

6. AMOUNT TRANSFERRED TO RESERVES

The Company has not transferred its profits into Reserves & Surplus Account during the year under review.

7. ANNUAL RETURN:

As per Section 92(3) of Companies Act, 2013, the draft copy of Annual Return of company in form MGT - 7 has been uploaded on the website of Company and web link of the same is www.vasavitapes.com

8. NUMBER OF BOARD MEETINGS/ COMMITTEE/SHAREHOLDERSMEETINGS CONDUCTED DURING THE YEAR:

During the year ended March 31, 2023, the Board met 10 times. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 (the “Act”). Required quorum was present throughout each meeting as per the requirement of the said Act, the details of Board meetings are given below;

I. AUDIT COMMITTEE

The audit committee of the Company is constituted under the provisions of section 177 of the Companies Act, 2013. However, the Company has constituted Audit Committee on September 29, 2022 as details mentioned below:

Composition of the Committee:

1. Gopi D K, Non-Executive, Independent Director (Chairman);

2. Praiakta Sangoram, Non- Executive Independent Director (Member)

3. D N Anilkumara, Chairman & Managing Director (Member)

4. The Company Secretary of Company is Secretary of the Committee

During the Financial Year 2022-23, 2 Audit Committee meeting held by the members of Committee.

II. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of the Company is constituted under the

provisions of section 178 of the Companies Act, 2013. However, the Company has constituted Nomination and Remuneration Committee on September 29, 2022 as details mentioned below:

Composition of the Committee:

1. Giriraj Bhutra, Non-Executive Independent Director (Chairman);

2. Gopi D K, Non-Executive Independent Director (Member);

3. Praiakta Sangoram, Non-Executive Independent Director (Member)

4. The Company Secretary of Company is Secretary of the Committee

During the Financial Year 2022-23, 1 Nomination and Remuneration Committee meeting held by the members of Committee.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee of the Company is constituted under the provisions of section 178 of the Companies Act, 2013. However, the Company has constituted Stakeholders Relationship Committee on September 29, 2022 as details mentioned below:

Composition of the Committee:

1. Praiakta Sangoram, Non-Executive Independent Director (Chairman)

2. Gopi D K, Non-Executive Independent Director (Member)

3. Giriraj Bhutra, Non-Executive Director (Member)

4. The Company Secretary of Company is Secretary of the Committee

During the Financial Year 2022-23, 1 Stakeholders and Relationship Committee meeting held by the members of Committee.

IV. SHAREHOLDER’S MEETING:

SR NO	General Meeting Date	Business Transacted in the Meeting	Type of Meeting
1	12th September, 2022	Approval of Financials Statements and appointment of Statutory Auditor of the Company	AGM
2	08th August, 2022	Increase in Authorised Capital Alteration in Memorandum of Associations of Company	EGM
3	14th September, 2022	Bonus Issue Conversion of Private Limited into Public Limited Adoption of New Set of Articles of	EGM

		Association
_4	_29th September, 2022	1. Approval of Borrowing Powers to Board of Directors 2. Appointment of D N Anilkumara as Chairman and Managing Director 3. Approval of Remuneration and appointment Ashwini D A as Executive Director 4. Appointment of Prajakta Sangoram as Non-Executive Independent Director 5. Appointment of Gopi D K as NonExecutive Independent Director 6. Appointment of Giriraj Bhutra as NonExecutive Independent Director 7. Approval of Initial Public Offer (IPO)	EGM

V. INTERNAL COMPLAINT COMMITTEE:

The Company is committed to provide a safe and conducive work environment to its employees, during the year under review.

Your directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9. DECLARATION OF THE INDEPENDENT DIRECTORS:

All Independent Directors have also given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

10. DETAILS OF SUBSIDIARY/JOINT VENTURE/HOLDING COMPANY:

The Company has No Subsidiary and, there is no any Joint Venture or Holding Company of our Company.

11. CHANGES IN SHARE CAPITAL:

During the year under review, the authorized share capital from ?1,50,00,000 divided into 15,00,000 Equity Shares of ?10/- each to ^15,00,00,000 divided into 1,50,00,000 Equity Shares of ?10/- each vide Shareholders’ Resolution passed at the Extra Ordinary General Meeting held on August 08, 2022.

Further during the year under review, the Company has increased Paid-up Equity Share capital of Company as per details mentioned below:

Sr. No.	Date of Allotment	Nature of allotment	No. of Equity Shares allotted	Cumulative No. of Equity Shares
1	September 14, 2022	Bonus Issue	91,46,866	1,03,94,166

The Company has, during the year under review, neither issued any Equity shares with differential voting rights nor any shares (including sweat equity shares) to its employees under any scheme.

12. DIRECTORS’S RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board of Directors of the company confirms that-

(i) In the preparation of the annual accounts for the year ended 31st March, 2023, the Company has followed the applicable accounting standards and there are no material departures from the same.

(ii) Accounting policies were adopted and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company as at 31^st March 2023 and of the Profit of the Company for year ended on that date.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act of safeguarding the assets of the Company and for preventing/ detecting fraud and irregularities have been taken.

(iv) The Directors have prepared Annual Accounts on a “Going Concern” basis.

(v) They 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of the Board itself, its committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every director’s performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

14. CORPORATE GOVERNANCE:

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions.

Since the equity share capital of your Company is listed exclusively on the SME Platform of National stock exchange of India Limited i.e. NSE Emerge, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company. However, the Company is in compliance to the extent of applicable sections of Companies Act, 2013 with regard to Corporate Governance.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis report has been separately furnished as Annexure - I in the Annual Report and forms a part of the Annual Report.

16. POLICIES AND DISCLOSURE REQUIREMENTS:

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website www.vasavitapes.com

• Familiarization Programme of ID

• Nomination and Remuneration Policy

• Vigil Mechanism Whistler Blower Policy

• Code of Conduct for BoD and SMT

• Code of Practice and procedure for UPSI

• Criteria or Policy for making payments to NED

• Policy on Materiality of Related Party Transactions

• Policy on Preservation and Archival of Documents

• Policy on prevention of Sexual Harrasement at workplace POSH

• Policy on Determination of Matriality

• Terms conditions of Appointment of Independent Directors

• Prohibition of Insider Trading Policy

17. COMPANY’S POLICY RELATING TO APPOINTMENT, PAYMENT OF REMUNERATION TO DIRECTORS AND DISCHARGE OF THEIR DUTIES:

Pursuant to the provision of Section 178 of the Companies Act, 2013 and at the recommendation of Nomination and Remuneration Committee has devised Nomination and Remuneration Policy relating to appointment of Key Managerial Personnel and Directors, Director’s qualifications, positive attributes, independence of Directors and their remuneration and other related matters as provided under Section 178(3) of the Companies Act, 2013.

18. STATEMENT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014:

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in this Report as Annexure IV which forms part of this Report.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OFTHE COMPANIES ACT, 2013:

The details of loans, guarantees or investments covered under Section 186 of the Companies Act, 2013 are given in the Note to the Financial Statements.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All related party transactions that were entered during the financial year were on arm’s length basis and were in the ordinary course of business. There are no significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. AOC - 2 of the same is attached herewith as Annexure - III.

21. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India while organizing the Board and Annual General Meetings.

22. MATERIAL CHANGES AND COMMITMENT:

Following material changes and commitments affecting the financial position of the Company occurred during the year and between the end of the financial year to which these financial statements relate and on the date of this report.

1. The Company was converted from Private to public limited and the name was changed to “Srivasavi Adhesive Tapes Limited” vide Special Resolution passed by the Shareholders at the Extra Ordinary General Meeting held on September 14, 2022.

2. Further the Company has filed necessary documents to Stock Exchange i.e. National Stock Exchange of India Limited and got listed on NSE Emerge w.e.f. March 09, 2023.

23. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

There was no any application filed or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not applicable to Company.

24. 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.

There was no any application filed or any proceeding pending under Insolvency and Bankruptcy Code, 2016 (31 Of 2016) during the year under review. Hence the same is not applicable to Company.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:(A) CONSERVATION OF ENERGY:

The Company has been continuously making efforts to reduce energy consumption. The management is striving to achieve cost reduction by economical usage of energy.

(i) The steps taken or impact on conservation of energy:

The Company has been continuously making efforts to reduce energy consumption and the management is striving to achieve cost reduction by economical usage of energy.

(ii) The steps taken by the company for utilising alternate source of energy:

As the Company needs only minimum level of energy, it has not looked in to an alternative source of energy.

(iii) The capital investment on energy conservation equipment:

The Company has not made any capital investment as it is not required at this stage.

(B) TECHNOLOGY ABSORPTION:

The Company is not utilizing any alternate source of energy.

(C) FOREIGN EXCHANGE EARNINGS AND OUT GO:

During the period under review, the company 5820 Lakhs earn Income and outgo in the foreign exchange.

26. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximize the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

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

The provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company as on March 31, 2023. Hence, your Company is not required to adopt the CSR Policy or constitute CSR Committee during the year under review.

28. DEPOSITS:

The Company has not accepted/renewed any deposits during the year under review.

29. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL:

The Board is duly constituted according to the provisions of the Company Act.

The Directors on the Board have submitted notice of interest under Section 184(1),

intimation under Section 164(2) of the Companies Act, 2013 and declaration as to compliance with the Code of Conduct of the Company.

The present Directors of the Company are D N Anilkumara, Ashwini D A, Prajakta Sangoram, Gopi D K, Giriraj Bhutra.

Further during the year under review, following changes regarding appointment/reappointment has been done in Management of Company:

1. Resignation of Director (Due to Death) Nagaraj ashetty

2. Appointment of Rathnamma K N Executive Director,

3. Appointment of Praj akta Sangoram Non-Executive Independent Director,

4. Appointment of Prajakta Sangoram Non-Executive Independent Director,

5. Appointment of Gopi D K Non-Executive Independent Director,

6. Appointment of Giriraj Bhutra Non-Executive Independent Director,

7. Change in Designation as Managing Director D N Anilkumara

8. Change in Designation as Non- Executive Director Rathnamma K N

Details of all Directors/KMP which has been appointed/Change In Designation/ Resigned has been mentioned below:

S. No	Name of Director/KMP	Designation	Promoter/ Independent /KMP/ Professional	Date of Appointment/ Change in Designation/ Resignation	Date of Event
1.	D N Anilkumara	Managing Director	Promoter	Change in Designation	September 29, 2022
2.	Ashwini D A	Executive Director and CFO	Promoter	Appointment	March 19, 2010
3.	Nagarajashetty	Non Executive Director	Professional	Cessation (Due to Death)	May 25, 2022
4.	Rathnamma K N	Executive Director	Professional	Appointment	May 25, 2022
„ 5.	Rathnamma K N	Non Executive ’"Director	Professional	Change in Designation	September 29, 2022
6.	Praj akta Sangoram	Non executive Director	Independent	Appointment	September 29,2022

7.	Gopi D K	Non executive Director	Independent	Appointment	September 29,2022
8.	Giriraj Bhutra	Non executive Director	Independent	Appointment	September 29,2022

30. AUDITORS:

A. STATUTORY AUDITORS AND THEIR REPORT:

As per the provisions of Section 139 & 142 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company had appointed M/s. Doshi Doshi & Co., Chartered Accountants (Firm Registration No. 153683W) as the Statutory Auditor due to casual vacancy caused by the resignation of M/s C S M R & Associates, Chartered Accountants, (Firm Registration No. 010106S), for the current Financial Year 2022-23 w.e.f. 26^th April, 2023 to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2023.

Accordingly, as per recommendation of Audit Committee, the Board of Directors in their meeting held on 11^th August, 2023 has appointed M/s. Doshi Doshi & Co., Chartered Accountants (Firm Registration No. 153683W) as Statutory Auditor of Company for the period of 5 years i.e., from F.Y. 2023-24 to 2027-28 subject to approval of Shareholders in the Annual General Meeting of Company.

There is no qualifications, reservations or adverse remarks made by the M/s. Doshi Doshi & Co, Statutory Auditor of Company in their Audit Report for the year under review.

B. INTERNAL AUDITOR:

During the year under review, Mr. Venugopal had been appointment as Internal Auditor of the Company for F.Y. 2022-23.

C. SECRETARIAL AUDITOR AND THEIR REPORT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Dilip Swarnkar & Associates, Practicing Company Secretary, as Secretarial Auditors of the Company for the year under review. The Secretarial Audit is limited to the extent of applicability since Company has been listed on NSE SME platform w.e.f. 09^th March, 2023. The Secretarial Audit report received from the Secretarial Auditors is annexed to this report marked as Annexure II and forms part of this report.

31. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has laid down standards, processes and procedures for implementing the internal financial controls across the organization. After considering the framework of existing internal financial controls and compliance systems; work performed by the Statutory Auditors and External Consultants; reviews performed by the Management and relevant Board Committees including the Audit Committee, the Board is of the opinion that the Company’s internal financial controls with reference to the financial statements were adequate and effective during the financial year 2022-23.

32. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company’s business and size and complexity of its operations are in place and have been operating satisfactorily. Internal control systems comprising of policies and procedures are 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 economically, used efficiently and adequately protected.

33. COST AUDITOR:

As per provision of section 148(3) of Companies Act, 2013 and rule 6(2) of Companies (Cost records and audit) Rules, 2014, the Company is not required to appoint a cost auditor to audit the cost records of the Company.

34. EXPLANATION OF BOARD OF DIRECTOR’S ON AUDITOR’S REPORTS:A. Auditors Report

There are no qualifications or reservation or adverse remarks made by the Auditors in their report for the year under review.

Hence there is no Explanation required for the same.

35. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees under Section 143(12) of the Companies Act, 2013

36. GENERAL:

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

1. Details relating to Deposits covered under Chapter V of the Act.

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

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

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company’s operations in future.

5. There were no instance of non-exercising of voting rights in respect of shares purchased directly by the employees under a scheme pursuant to section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debenture) Rules, 2014 and hence no information has been furnished.

37. ACKNOWLEDGEMENTS:

Your directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers, and staff, resulting in successful performance of the Company during the year. Your directors look forward to the continued support of all stakeholders in the future.