Directors Report of VSF Projects Ltd.

Mar 31, 2024

Your Directors hereby present the Thirty Second Annual Report together with the Audited Accounts of the company for the financial year ended 31^st March, 2024.

Financial summary or Highlights/Performance of the Company:

The financial highlights for the current year in comparison to the previous year are as under:

Rs. In Lakhs

Particulars	2023-24	2022-23
Revenue from Operations	22	163.23
Other Income	3.56	0
Total Revenue	25.56	163.23
Profit before Finance Charges, Tax Expenses, Exceptional items and Depreciation	-9.11	12.56
Less : Depreciation	6.26	6.07
Profit before Finance Charges, Tax Expenses, Exceptional items	-15.37	6.50
Less : Finance Charges	0	0.09
Profit before Tax Expenses and Exceptional items	-15.37	6.41
Add : Exceptional Items	3550	-
Profit before Tax	3534.63	6.41
Provision for Tax	0.1	4.96
Profit after Tax	3534.52	1.44
Total Comprehensive Income	3534.52	1.44
Less: Transfer to Reserves
Balance
Balance of profit of earlier years	(1027.86)	(1029.30)
Less : Dividend Paid on Equity Shares	-	-
Dividend Distribution Tax	-	-
Balance Carried Forward	2506.66	(1027.86)

COMPANY PERFORMANCE:

During the Financial Year 2023-24, Company clocked revenue of Rs 22 Lakhs Compared to Rs. 163.23 Lakhs in the previous year.

TRANSFER TO RESERVES:

Your Company did not transfer any amount to reserves.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no other subsidiaries, joint ventures or associate companies which have become or ceased during the year.

DIVIDEND:

In view of accumulated losses, your Directors do not recommend any dividend for the financial year 2023-24.

STATUTORY AUDITORS:

M/s. NVSR & Associates, LLP Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 5 Years from the Conclusion of 31^st Annual General Meeting of the Company till the Conclusion of 36^th Annual General Meeting of the Company. Further NVSR & Associates, LLP Chartered Accountants have confirmed their eligibility to continue as Statutory Auditors of the Company for the FY 2024-25

The Independent Auditors report given by M/s. NVSR & Associates, LLP Chartered Accountants, Statutory Auditors of the Company on standalone Financial Statements of the Company does not contain any qualification, reservation or adverse remark.

REPORTING OF FRAUDS

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

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has received Secretarial Audit report from P S Rao & Associates, Practicing Company Secretaries.

The Secretarial Audit Report is annexed herewith as "Annexure I" to this report.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors of the Company met 5 (Five times) during the Financial Year on the following dates.

~26.04.2023 | 30.05.2023 | 14.08.2023 | 14.11.2023 | 25.01.2024

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

During the period under report, Shareholders of the Company have approved appointment of Mr. Veera Brahma Rao Arekapudi as Whole time Director of the Company though Postal Ballot on June 9, 2023

There were no changes in the office of Directors and Key Managerial personnel.

Further post closure of the Financial year, Mr. Soumith Kumar Sikenderpurkar Resigned as Company Secretary with effect from 18^th April, 2024 and Ms. Nandigam Himabindu has been appointed as Company secretary and compliance officer of the Company with effect from 18^th April, 2024 by way of passing Board resolution at their meeting held on 18^th April, 2024.

Further, Smt. Vijaya Lakshmi Bobba and Sri. Veera Brahma Rao Arekapudi, retires by rotation and being eligible, offers themselves for reappointment at the 32^nd Annual General Meeting (AGM) of the Company scheduled to be held on 30th September 2024.

Details of Committees of the Board, their composition and meetings details are provided in "Annexure-II" which forms part of this report

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

MEETING OF INDEPENDENT DIRECTOR:

During the year under review, the Independent Directors met on 25th January, 2024 inter alia, to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

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

• All the Independent Directors were present at the meeting.

FIXED DEPOSITS:

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

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

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

SHARE CAPITAL AND RIGHTS ISSUE:

The Board of Directors of company in its meeting held on 26th April, 2023 has approved to raise funds by way of rights issue for an amount of upto Rs. 49.5 crores. The Draft Letter of offer dated 04^th August, 2023 was filed with BSE for obtaining the ''In Principle Approval'' and the exchange granted the same vide letter bearing No. LOD/Rights/TT/FIP/827/2023-24 dated 3^rd November, 2023.

Subsequently, the Board of Directors owing to change in the objects of the issue filed the revised Draft Letter of Offer dated 30th January 2024 with BSE for obtaining the ''In Principle Approval'' and the exchange granted the same vide its letter bearing No. LOD/Rights/TT/FIP/88/2023-24 dated 16th April 2024.

Pursuant to Letter of Offer dated 25th May, 2024, the Board of Directors at their meeting held on 25th June, 2024 approved the allotment of 98,65,121 Partly paid Rights Equity Shares, at an issue price of Rs. 50/- per Equity Share (including a premium of Rs. 40/- per Equity Share) of which Rs. 25/- per Equity Share was received on application (Rs. 5/- per share towards share capital and Rs.20/- as a premium per equity share), to the respective applicants on the basis of allotment as approved by BSE Limited. The BSE Limited, Designated Stock Exchange has granted the Listing approval and trading approval for the same on 1st July, 2024 and 11th July, 2024 respectively.

Subsequently the board of directors in its meeting held on 14^th August, 2024 has approved for Making the first and final call of ^25/- (comprising ^5 towards face value and ^20.00 towards securities premium) per partly paid-up equity share ("the Call"), on 98,65,121 partly paid-up equity shares.

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

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

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

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

a) that in the preparation of Annual Accounts for the financial year ended 31st March, 2024, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

d) that the directors have prepared the annual accounts on a going concern basis.

e) the Directors had laid down Internal Financial controls to be followed by the Company and that such internal financial Controls are adequate and were operating efficiently.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

REMUNERATION POLICY:

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

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

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

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

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

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

There were no contracts or arrangements with related parties as specified in Section 188 (1) of the Act during the Financial Year 2023-24

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

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

MAINTENANCE OF COST RECORDS:

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

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2024 is available on the Company''s website and can be accessed at www.vsfproject.com

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

Since the paid-up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is less than Rs.25 Crores, the provisions of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company.

LISTING

Your Company''s shares are presently listed on The BSE Limited, Mumbai and the listing fees for FY 2024-2025 is paid.

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

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

are acquired are used economically.

PARTICULARS OF EMPLOYEES

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2023-24:

No. of complaints received	: 0
No. of complaints disposed off	: 0

INSIDER TRADING REGULATIONS

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

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

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

ACKNOWLEDGEMENTS

Your directors acknowledge the continued support from regulatory, government authorities, staff and all the stake holders for their support and cooperation.

BY THE ORDER OF THE BOARD FOR VSF PROJECTS LIMITED

SD/-

BOBBA NARAYANA MURTHY CHAIRMAN AND MANAGING DIRECTOR (DIN: 00073068)

Place: Hyderabad Date :14.08.2024

---

Mar 31, 2023

Your Directors hereby present the Thirty First Annual Report together with the Audited Accounts of the company for the financial year ended 31^st March, 2023.

Financial summary or Highlights/Performance of the Company:

The financial highlights for the current year in comparison to the previous year are as under:

Rs. In Lakhs

Particulars	2022-23	2021-22
Revenue from Operations	163.23	164.76
Other Income	0	0.077
Total Revenue	163.23	164.84
Profit before Finance Charges, Tax Expenses, Exceptional items and Depreciation	12.56	10.82
Less : Depreciation	6.07	11.66
Profit before Finance Charges, Tax Expenses, Exceptional items	6.49	(0.86)
Less : Finance Charges	0.09	0.15
Profit before Tax Expenses and Exceptional items	6.41	(1.01)
Add : Exceptional Items	-	-
Profit before Tax	6.41	(1.01)
Provision for Tax	4.97	7.04
Profit after Tax	1.44	(8.05)
Total Comprehensive Income	1.44	(8.05)
Less: Transfer to Reserves
Balance	(1029.30)	(1021.25)
Balance of profit of earlier years		-
Less : Dividend Paid on Equity Shares	-	-
Dividend Distribution Tax	-	-
Balance Carried Forward	(1027.86)	(1029.30)

COMPANY PERFORMANCE:

During the Financial Year 2022-23, Company could clock a revenue of revenue of Rs 163.23 Lakhs Compared to Rs. 164.76 Lakhs in the previous year.

TRANSFER TO RESERVES:

Your Company did not transfer any amount to reserves.

THE NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There are no other subsidiaries, joint ventures or associate companies which have become or ceased during the year.

DIVIDEND:

In view of accumulated losses, your Directors do not recommend any dividend for the financial year 2022-23.

STATUTORY AUDITORS:

The First term of appointment of the existing Auditors M/s. NVSR & Associates, LLP Chartered Accountants, Hyderabad, expire at the conclusion of the 31^st AGM. As per the provisions of Section 139 of the Companies Act, they are eligible to be re-appointed and have expressed their willingness to be appointed as the Statutory Auditors of the Company due to professional occupancies. Accordingly, Board of Directors of the Company propose their appointment for second term of 5 Years. Further the Notice convening the AGM contains a resolution for approval of members for reappointment of Statutory Auditors to hold office from the Conclusion of 31^st Annual General meeting till Conclusion of 36th Annual General Meeting. The Auditors'' Report for F.Y. 2022-23 does not contain any qualifications. The Auditors'' Report is enclosed with the Financial Statements in this Annual Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

The Independent Auditors report given by M/s. NVSR & Associates, LLP Chartered Accountants, Statutory Auditors of the Company on standalone Financial Statements of the Company does not contain any qualification, reservation or adverse remark.

AUDITORS REPORT

The auditors have given their report on the Annual Accounts of the Company and there was no qualification made by auditor.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has received Secretarial Audit report form P S Rao & Associates, Practicing Company Secretaries.

The Secretarial Audit Report is annexed herewith as "Annexure I" to this report.

MEETINGS OF BOARD OF DIRECTORS:

The Board of Directors of the Company met 8 (eight times) during the Financial Year on the following dates.

| 30.05.2022

| 12.08.2022

| 28.09.2022

| 10.10.2022

| 14.11.2022 | 22.12.2022

| 14.02.2023 | 21.02.2023 |

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

During the FY 2022-23, the Board of Directors based on the recommendation of Nomination and Remuneration Committee in their meeting held on 10th October, 2022 has approved reappointment of Mr. Bobba Narayana Murthy as Managing Director, Sri. Bobba Lakshmi Narasimha Chowdary as whole time Director and CFO, Smt. Bobba Vijaya Lakhsmi as Whole time Director of the Company with effect from 10th October, 2022 for a period of 3 years and the same was approved by shareholders in the 30^th Annual General Meeting of the Company 30^th September, 2023. Sri. Mahendra Kolla has resigned from the office of Company Secretary and Compliance officer with effect from 12^th April, 2022 and Sri. Soumith Kumar Sikenderpurkar was appointed as Company Secretary and Compliance officer of the Company with effect from 28^th September, 2022.

Further During the period under report, Board of Directors based on the recommendation of Nomination and Remuneration Committee in their meeting held on 22^nd December, 2022 have approved appointment of Sri. Veera Brahma Rao Arekapudi as whole time Director of the Company the same was approved by shareholders through postal ballot on June 9, 2023

As per the provisions of Companies Act, 2013, Sri. Bobba Lakshmi Narasimha Chowdary and Smt. Reshma Kiranmayee Pulapa, retires by rotation and being eligible, offers themselves for reappointment at the 31st Annual General Meeting (AGM) of the Company scheduled to be held on 30th September 2023

Except for the above, there were no changes in the office of Directors and Key Managerial personnel.

Details of Committees of the Board, their composition and meetings details are provided in Annexure-II which forms part of this report

DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

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

MEETING OF INDEPENDENT DIRECTOR:

During the year under review, the Independent Directors met on 14.02.2023 inter alia, to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole;

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-Executive Directors.

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

• All the Independent Directors were present at the meeting.

FIXED DEPOSITS:

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

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

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

MATERIAL CHANGES AND COMMITMENTS:

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

Further the Board of Directors have in principally decided to raise funds by way of rights issue in their Board Meeting held on 26^th April, 2023 and Rights issue Committee constituted by the Board of Directors for the purpose of overseeing the compliances and concerns relating to the proposed rights issue have in their meeting held on 4^th August, 2023 have approved the draft letter of offer. As on the date of the Board Report, Company has also made an application to BSE Limited for inprinciple approval for the proposed rights issue.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, your Directors confirm that to the best of their knowledge and belief and according to the information and explanation obtained by them,

a) that in the preparation of Annual Accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period:

c) that the directors have taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

d) That the directors have prepared the annual accounts on a going concern basis.

e) The Directors had laid down Internal Financial controls to be followed by the Company and that such internal financial Controls are adequate and were operating efficiently.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems w e r e adequate and operating effectively.

REMUNERATION POLICY:

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

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

RISK MANAGEMENT

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

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

There were no materially 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. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. All Related Party Transactions were placed before the Audit Committee and to the Board for their approval, whenever required.

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

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

MAINTENANCE OF COST RECORDS:

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

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 is available on the Company''s website and can be accessed at www.vsfprojects.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

Since the paid-up capital of the Company is less than Rs. 10 Crores and the net worth of the Company is less than Rs.25 Crores, the provisions of Regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

LISTING

Your Company''s shares are presently listed on The BSE Limited, Mumbai and the listing fees for FY 2023-2024 is paid.

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

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

PARTICULARS OF EMPLOYEES

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

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

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal ) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed off during the financial year 2022-23:

No. of complaints received	: 2
No. of complaints disposed off	: 2

INSIDER TRADING REGULATIONS

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

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

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

ACKNOWLEDGEMENTS

Your directors acknowledge the continued support from regulatory, government authorities, staff and all the stake holders for their support and cooperation.

BY THE ORDER OF THE BOARD For VSF Projects Limited

Sd/-

Bobba Narayana Murthy Chairman and Managing Director (DIN:00073068)

Place: Hyderabad Date :14.08.2023

---

Mar 31, 2014

Dear Members,

The Directors hereby present the TWENTY SECOND ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS: Rs. in lakhs

PARTICULARS 2013-14 2012-13

Gross Income 2229.70 1944.38

Total expenditure 2016.03 1779.85 Profit before Interest & Depreciation 213.57 190.98

Interest 54.56 39.90

Depreciation 29.90 26.45

Profit before Exceptional items 129.11 124.63

Less: Exceptional items 11.68 0

Profit before Tax 117.43 124.63

Current Tax 25.89 24.93

Deferred tax 1.12 15.50

Profit/(Loss) after tax 90.42 84.20

Balance carried forward from previous years 250.63 166.43

Balance carried forward to Balance sheet 341.06 250.63

OPERATIONS AND PERFORMANCE:

During the year under review, your company has seen a growth in revenue. The Company has generated income of Rs.2229.70 Lakhs during the current year as compared to Rs. 1944.38 Lakhs during the previous year an increase of 14.67 % and net profit stood at Rs. 90.42 Lakhs. There is a marginal improvement in the Net Profit during the period under review.

DIVIDEND:

In view of the inadequate profits, your Directors do not recommend any dividend for the financial year 2013- 14.

SUBSIDIARY COMPANY

In order to execute the proposed a 350 MW Super Critical Power Project, the company incorporated Wholly owned Subsidiary M/s VSF Energy Projects Private Limited on 07th March, 2011.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of Your Company with that of its Wholly owned Subsidiary M/s. VSF Energy Projects Private Limited is provided in the Annual Report. The annual accounts of the subsidiary and the related detailed information shall be made available to members seeking such information at any point of time. The annual accounts of the VSF Energy Projects Private Limited shall also be kept for inspection by any of the members at the administrative and registered office of the Company. Information pursuant to section 212 of the Companies Act, 1956, relating to subsidiary company, is annexed to this report.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

During the period under review, Mr J Srikanth Babu and Mr A Satya Prasad have resigned as Directors of the company due to their personal reasons.

In accordance with the Provisions of Section 152 of the Companies Act, 2013 Smt Vijaya Lakshmi, retire at the ensuing Annual General Meeting and being eligible, offered herself for re-appointment The Company had, pursuant to the provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges, appointed Sri Gen C R Sen Gupta as Independent Director in compliance with the requirements of the said clause.

As per the provisions of Section 149(4) which has come into force with effect from 1st April, 2014, every listed company is required to have at least one-third of the total number of Directors as Independent Directors. Further, Section 149(10) of the Act provides that an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation pursuant to Section 149(13) read with Section 152 of the Act.

The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement which would be effective from October 1, 2014 inter alia stipulates the conditions for the appointment of Independent Directors by a listed company.

The Nomination & Remuneration Committee has recommended the appointments of these Directors as Independent Directors to hold office for five consecutive years for a term with effect 31st December 2014 upto 30th December 2019.

The above Independent Director have given a declaration to the Board that he meets the criteria of independence as provided under Section 149 (6) of the Act. In the opinion of the Board, the above Independent Director fulfill the conditions specified in the Act and the Rules made there under for appointment as Independent Director and is independent of the management.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of the above Directors as Independent Directors is now being placed before the Members in General Meeting for their approval.

The terms and conditions of appointment of Independent Directors shall be open for inspection by the Members at the Registered Office of the Company on all working days except Saturdays, during business hours upto the date of the Meeting.

The Board commends the Ordinary Resolutions set out in Items Nos. 4 of the Notice for approval by the Members.

The above Independent Director is interested in this Resolutions with regard to his appointment.Other than the above Independent Director, no other Director, Key Managerial Personnel or their relatives are concerned or interested in the Resolutions mentioned in Items No.4 of the Notice.

AUDITORS:

M/s. Ramana Reddy & Associates, Chartered Accountants, Hyderabad, the Statutory Auditors of the Company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re-appointment, if made, will be within the limits laid down under Section 141 of the Companies Act, 2013.

The Board recommends their appointment as the Statutory Auditor of the Company for a period of 3 years that is from the conclusion of 22nd AGM to the conclusion of 25th AGM of the Company subject to approval of members at every AGM

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.5,00,000/- per month, if employed for the part of year or Rs.60,00,000/75,00,000/- per annum during the financial year 2013-14.

The Directors of your Company hereby report:

(i) That in the preparation of Annual Accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period:

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(iv) That the directors have prepared the annual accounts for the financial year ended 31st March 2014 on a going concern basis.

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor''s Certificate on its compliance.

LISTING:

Your Company''s shares are presently listed on The Bombay Stock Exchange Limited, Mumbai.

ACKNOWLEDGEMENTS:

Your directors acknowledge the continued support from its management and staff. Your Directors also wish to thank its customers, vendors, banks, service providers as well as regulatory and government authorities for their support and cooperation.

BY THE ORDER OF THE BOARD For VSF PROJECTS LIMITED

B N MURTHY B. VIJAYA LAKSHMI Managing Director Director (DIN: 00073068) (DIN: 01496696)

Place: Hyderabad Date: 03.12.2014

---

Mar 31, 2012

The Directors hereby present the TWENTIETH ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS:

The performance of the company for the financial year ended 31st March, 2012 is summarized below.

(Rupees In Lakhs)

PARTICULARS 2011-12 2010-11

Gross Income 1822.58 1735.42

Total expenditure 1686.22 1603.52

Profit before Interest & Depreciation 172.09 185.22

Interest 10.68 31.66

Depreciation 25.05 21.65

Profit before tax 136.36 131.89

Current Tax 27.28 24.45

Deferred tax 15.71 15.10

Profit/(Loss) after tax 93.36 92.33

Balance Carried forward from previous years 73.07 -19.26

Balance Carried forward to Balance Sheet 166.43 73.07

OPERATIONS AND PERFORMANCE:

During the year under review, your company has seen all round growth in revenues and profitability. The Company has generated income of Rs.

1822.58 Lakhs during the current year as compared to Rs. 1735.42 Lakhs during the previous year an increase of 5.02 % and net profit stood at Rs. 93.36 Lakhs as compared to Rs.92.33 Lakhs during the previous year an increase of 1.12 %. The company was able to achieve higher profits on account effective cost control and economies of scale.

DIVIDEND:

In view of the inadequate profits, your Directors do not recommend any dividend for the financial year 2011-12.

SUBSIDIARY COMPANY

In order to execute the proposed 350 MW Super Critical Tolling Power Project, which has been estimated total cost of Rs. 1934.32 Crores, the company incorporated Wholly owned Subsidiary

i.e. M/s VSF Energy Projects Private Limited on 07th March, 2011. The Company has taken approval of the members of the Company by passing special resolution through the Postal Ballot to hive off its Power Project situated at Ankulapatur Village, SPSR Nellore District to the subsidiary, along with all the approvals, clearances and licenses.

The Company has obtained the Environment Clearance from State Level Environment Impact Assessment Authority, Andhra Pradesh, Government of India (MOEF) and Consent For Establishment (CFE) from Andhra Pradesh Pollution Control Board (APPCB), Hyderabad.

The Company has invited bids for BOP and BTG packages from suppliers/ contractors.

Power Finance Corporation Limited has given in principle approval to provide the Financial Assistance of 30% of the total project cost i.e. Rs. 580.00 Crores. For the balance the Company is approaching various Banks/Financial Institutions.

Subsidiary company's accounts have been attached as consolidated with the accounts of holding company for the FY 2011-12.

Information pursuant to section 212 of the Companies Act, 1956, relating to subsidiary company, is annexed to this report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statement of your company with that of its wholly owned subsidiary VSF Energy Projects Private Limited is provided in the Annual Report. The annual accounts of the subsidiary and the related detailed information shall be made available to members seeking such information at any point of time. The annual accounts of the VSF Energy Projects Private Limited shall also be kept for inspection by any of the members at the administrative and registered office of the company.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

Sri. G.S. Ramachandra Rao and Sri. J. Srikanth Babu retire at the ensuing Annual General Meeting and being eligible, offers themselves for re- appointment.

AUDITORS:

M/s. Ramana Reddy & Associates (Formerly known as AM Reddy & Co.), Chartered Accountants, Hyderabad, the Statutory Auditors of the Company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re- appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956. The Board recommends their re- appointment for the FY 2012-13.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.

5,00,000/- per month, if employed for the part of year or Rs.60,00,000/- per annum during the financial year 2011-12.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) that in the preparation ofAnnual Accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period:

(iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(iv) that the directors have prepared the annual accounts for the financial year ended 31st March 2012 on a going concern basis.

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices Incon ferity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance.

LISTING:

Your Company's shares are presently listed on The Bombay Stock Exchange Limited, Mumbai.

ACKNOWLEDGEMENTS:

Your directors acknowledge the continued support

from its management and staff. Your Directors also wish to thank its customers, vendors, banks, service providers as well as regulatory and government authorities for their support and cooperation.

BY THE ORDER OF THE BOARD For VSF PROJECTS LIMITED

Sd/- Sd/- (B. VIJAYA LAKSHMI) (B.N. MURTHY) Director Managing Director

Place: Hyderabad

Date : 03-09-2012

---

Mar 31, 2011

Dear Members,

The Directors hereby present the NINETEENTH ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31ST March, 2011.

FINANCIAL HIGHLIGHTS:

The performance of the company for the financial year ended 31st March, 2011 is summarized below.

(Rupees In Lakhs)

PARTICULARS 2010-11 2009-10

Gross Income 1735.42 1121.33

Total expenditure 1603.52 1026.42

Profit before Interest & Depreciation 170.48 99.58

Interest 16.93 5.46

Depreciation 21.65 9.35

Profit before tax 131.89 80.08

Current Tax 24.45 11.51

Deferred tax 15.10 14.72

Profit/(Loss) after tax 92.33 53.84

Balance Carried forward from previous years -19.26 -73.11

Balance Carried forward to Balance Sheet 73.07 -19.26

OPERATIONS AND PERFORMANCE:

During the year under review, your company has seen all round growth in revenues and profitability. The Company has generated income of Rs.1735.42 Lakhs during the current year as compared to Rs.1121.33 Lakhs during the previous year an increase of 54.76% and net profit stood at Rs.92.33 as compared to Rs.53.84 Lakhs during the previous year an increase of 71.47%. The company was able to achieve higher profits on account effective cost control and economies of scale.

The shareholders of the Company have through postal ballot accorded approval to the Board of Directors for hiving of the proposed 350 MW Super Critical Thermal Power Project to its Wholly owned Subsidiary M/s VSF Energy Projects Private Limited as Slump Sale under section 293 (1) (a) of the Companies Act, 1956. The results of the postal ballot were announced on 08th June, 2011.

DIVIDEND:

In view of the inadequate profits, your Directors do not recommend any dividend for the financial year 2010-11.

Re Issue of Forfeited Shares :

During the year the Board of Directors of the Company at its meeting held on July 01, 2010, have reissued 5,15,400 equity at Rs. 12.50/- per share, to Non Promoters, which were earlier forfeited by the Board for nonpayment of call monies. The Company has applied for listing permission to BSE and is waiting for the approval of the same.

SUBSIDIARY COMPANY

In order to execute the proposed 350 MW Super Critical Thermal Power Project, the company incorporated Wholly owned Subsidiary M/s VSF Energy Projects Private Limited on 07th March, 2011.

Since the company was incorporated in the last month of the financial year, no accounts have been made for the said subsidiary for the FY 2010 -11, Statement u/s 212 of the companies Act, 1956.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of

Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

Smt. B. Vijaya Lakshmi and Sri C.R. Sen Gupta retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS:

M/s. Ramana Reddy & Associates (Formerly known as AM Reddy & Co.), Chartered Accountants, Hyderabad, the Statutory Auditors of the Company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re- appointment, if made, will be within the limits laid down under Section 224(1B) of the Companies Act, 1956. The Board recommends their re- appointment for the FY 2011-12.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.5,00,000/- per month, if employed for the part of year or Rs.60,00,000/- per annum during the financial year 2010-11.

DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors of your Company hereby report:

(i) That in the preparation of Annual Accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(i) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period:

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(iv) That the directors have prepared the annual accounts for the financial year ended 31st March 2011 on a going concern basis.

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditor's Certificate on its compliance.

LISTING:

Your Company's shares are presently listed on The Bombay Stock Exchange Limited, Mumbai.

ACKNOWLEDGEMENTS:

Your directors acknowledge the continued support from its management and staff. Your Directors also wish to thank its customers, vendors, banks, service providers as well as regulatory and government authorities for their support and cooperation.

BY THE ORDER OF THE BOARD For VSF PROJECTS LIMITED

Sd/- Sd/-

(B. VIJAYA LAKSHMI) (B.N. MURTHY) Director Managing Director

Place: Hyderabad Date : 25.08.2011

---

Mar 31, 2010

The Directors hereby present the EIGHTEENTH ANNUAL REPORT together with the Audited Accounts of the company for the financial year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS:

The performance of the company for the financial year ended 31st March, 2010 is summarized below.

(Rupees In Lakhs)

PARTICULARS 2009-10 2008-09

Gross Income 1121.33 954.46

Total expenditure 1026.42 881.62

Profit before Interests Depreciation 99.58 72.84

Interest 5.46 1.70

Depreciation 9.35 4.02

Profit before tax 80.08 67.12

Current Tax 11.51 6.34

Deferred tax 14.72 -15.78

Fringe Benefit tax 0.00 0.25

Profit/(Loss) after tax 53.84 76.30

Capital Reduction Adjustment 0.00 215.35 Balance Carried forward from previous years -73.11 -149.42 Balance Carried forward to

Balance Sheet -19.26 -73.11

PERFORMANCE:

During the year under review, your company has seen all round growth in revenues and profitability. The Company has generated income of Rs. 1121.33 Lakhs during the current year as compared to Rs. 954.46 Lakhs during the previous year and net profit stood at Rs. 53.84 Lakhs as compared to Rs. 76.30 Lakhs during the previous year. There is a margin dip in the net profit due to higher depreciation charges into Profit & Loss A/c.

FUTURE OUTLOOK:

In this year the company propose to venture into the solar and Thermal Power Plants. The company has started in ground level works bidding the projects. The company is hopeful to bagging contracts in the year 2010-2011.

DIVIDEND:

In view of the inadequate profits, your Directors do not recommend any dividend for the financial year 2009-10.

FIXED DEPOSITS:

The company has neither accepted nor renewed any deposits falling within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS:

Sri J. Srikanth Babu , and Sri A. Satya Prasad retire at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

AUDITORS:

M/s. Ramana Reddy & Associates (Formerly known as AM Reddy & Co.), Chartered Accountants, Hyderabad, the Statutory Auditors of the Company retire at the conclusion of ensuing Annual General Meeting & being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their re- appointment, if made, will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956. The Board recommends their re- appointment for the FY 2010 -11.

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.2,00,000/- per month, if employed for the part of year or Rs.24,00,000/- per annum during the financial year 2009-10.

DIRECTORSRESPONSIBILITY STATEMENT.

The Directors of your Company hereby report:

(i) That in the preparation of Annual

Accounts for the financial year ended 31 st March, 2010, the applicable accounting standards have been followed along with the proper explanation relating to material departures, if any, there from;

(ii) That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period:

(iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

(iv) That the directors have prepared the annual accounts for the financial year ended 31st March 2010 on a going concern basis.

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

The details regarding Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo as required by section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of the particulars in the report of the Board of Directors) Rules, 1988 are given as Annexure A and forms part of this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditors Certificate on its compliance.

LISTING.

Your Companys shares are presently listed on The Bombay Stock Exchange Limited, Mumbai.

ACKNOWLEDGEMENTS:

Your directors acknowledge the continued support from its management and staff. Your Directors also wish to thank its customers, vendors, banks, service providers as well as regulatory and government authorities for their support and cooperation.

BY THE ORDER OF THE BOARD For VSF PROJECTS LIMITED

Sd/- Sd/- (B.VIJAYALAKSHMI) (B.N.MURTHY)

Director Managing Director.

Place: Hyderabad Date: 04.09.2010

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Mar 31, 2009

The Directors have pleasure in presenting before you the 17th Annual Report of the company for the year ended 31st March, 2009.

1. FINANCIAL RESULTS

Rs. In Lakhs

Particulars 31.03.09 31.03.08

Gross Income 954.46 854.78

Total Expenditure before 881.62 773.43

Profit before Interests Depreciation 7284 81.35

Interest 1.70 0.62

Depreciation 4.02 4.02

Profit before tax 67.12 76.70

Current tax 6.34 0.00

Deferred tax -15.78 31.27

Fringe Benefit tax 0.25 0.12

Profit/(Loss) after tax 76.30 45.32

Capital Reduction Adjustment 215.35 0

Balance carried forward from previous years -149.42 410.09

Balance carried forward to Balance sheet -73.11 -364.77

OPERATIONS:

The overall implementation progress of all the road projects during the period under review was satisfactory. In this year the company has taken new work contracts from NCC Limited.

The company has given Farm lease to M/s CP Aquaculture India Pvt. Ltd., Chennai for the period of 5 years. The company appointed a legal advisor to argue the MPEDA Arbitration case.

DIVIDEND:

In view, of the accumulated losses, your Directors do not recommend any dividend for the financial year 2008-09.

DIRECTORS:

In accordance with the provisions of the Companies Act, 1956, Smt. B. Vijaya Lakshmi, retires by rotation and being eligible, offer herself for reappointment.

Further Shri J Srikanth Babu & Shri A Satya Prasad were appointed as Additional Directors w.e.f 15th November, 2008. Subsequently A Satya Prasad resigned form the Board w.e.f 28.03.2009 and again reappointed as Additional Director w.e.f 31st May, 2009.. As per the provisions of Section 260 of the Companies Act, 1956, they hold office of director upto the date of the ensuing Annual General Meeting. The Company has received notice proposing their caniature for the appointment as Directors of the Company, liable to retire by rotation. The relevant resolutions for appointing them as Director is included in the Notice of the AGM.

AUDITORS:

M/s A.M. Reddy & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment. They have furnished a certificate stating that their appointment, if made, will be within the limits laid down under Section 224(1 B) of the Companies Act, 1956.

The Board recommends their appointment as the Statutory Auditor of the Company for the FY 2009 -10

PUBLIC DEPOSITS:

The Company has neither accepted nor renewed any deposits failing within the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975 from the public during the financial year.

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed.

(i) That in the preparation of the accounts for the financial year 31st March, 2009, the applicable accounting standards have been followed along with proper expianation relating to material departures?

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit or Loss of the company for the year under review.

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) That the Di rectors have prepared the accounts for the financial year ended 31 st March, 2009 on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report, pursuant to Clause 49 of the Listing Agreement forms part of this Report and is annexed hereto.

CORPORATE GOVERNANCE:

The Company has implemented the procedures and adopted practices in conformity with the Code of Corporate Governance enunciated in Clause 49 of the Listing Agreement with the Stock Exchanges. A separate report on Corporate Governance is annexed herewith, as a part of the Annual Report along with the Auditors Certificate on its compliance.

LIFTING OF SUSPENSION IN BSE:

The Bombay Stock Exchange Limited, Mumbai has considered the application of the Company for lifting suspension in trading cf the shares of the Company and accordingly, the shares of the Company are tradable on the exchange w.e.f 2nd April, 2009.

RESTRUCTRING

The members of the Company may note that, Honble High Court of Andhra Pradesh, has approved the Scheme of Arrangement between the Company, the shareholders and its Unsecured Creditors vide its certified order copy dated 8th December, 2009.

The Highlights of the scheme are as follows:

a. Reducing the subscribed and paid up capital of the Company by 50 % from Rs.4,30,71,000/- (Rupees Four Crores Thirty Lakhs and Seventy One Thousand Only) consisting of 43,07,100 shares, to Rs. 2,15,35,500/- (Rupees Two Crores Fifteen Lakhs Thirty Five Thousand Five Hundred Only) divided into 43,07,100 equity shares of Rs.5/- each.

b. Thereafter 2 equity shares of Rs 5/- each shall be consolidated into 1 equity shares of Rs 10/-each. Accordingly the Paid up share capital of the Company shall be Rs.2,15,35,500/- (Rupees Two Crores Fifteen Lakhs Thirty Five Thousand Five Hundred Only) divided into 21,53,550/-equity shares of Rs.10/-each.

c. Rs. 2,15,35,500/- (Rupees Two Crores Fifteen Lakhs Thirty Five Thousand Five Hundred Only) representing the reduced paid up capital, shall be used to set off the accumulated losses.

d. Issue of 32,00,000 Equity shares of Rs.10/- each at a Premium of Rs. 2.50 I- per share by converting the unsecured loans.

e. Increase of authorized capital from Rs.5 crores to Rs. 6 Crores

PARTICULARS OF EMPLOYEES:

There are no employees whose particulars are required to be furnished under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, and as amended from time to time as remuneration of none of the employees is in excess of Rs.2,00,000/- per month, if employed for the part of year or Rs.24,00,000/- per annum during the financial year 2008-09.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo required to be disclosed U/ s 217 (1) (e) of the Companies Act, 1956 read with Companies (Disclosures of particulars in report of the Board of Directors) Rules, 1988 are provided in the Annexure forming part of this report.

COMPLIANCE CERTIFICATE:

A copy of Compliance Certificate pursuant to the provisions of Section 383A of the Companies Act, 1956, obtained from M/s P.A.P. Murthy & Associates, Company Secretaries, Hyderabad is attached to this Report.

ACKNOWLEDGEMENTS:

The Board of Directors place on record their appreciation for whole hearted and sincere support and co-operation extended to the company by different agencies in particular the Government of India, Government of Andhra Pradesh, Government of Karnataka, Andhra Pradesh Industrial Development Corporation Limited, The Marine Products Export Development Authority for their co-operation and continued support to the Company.

Your Directors also place on record their sincere appreciation to the contributions made by the employees of the Company at all levels through their hard work, dedication, solidarity and support.

For and on behalf of the Board

Sd/- Sd/- (B. VIJAYA LAKSHMI) (B.N. MURTHY) Director Managing Director.

Place: Hyderabad Date: 09.12.2009