REPORT TO THE SHAREHOLDERS

To,

The Members,

The Resolution Professional (RP) presents to the Members the 35^th Annual Report of the Company together with the Audited Standalone Financial Statements and the Auditor's Report for the Financial Year ended 31^st March, 2023, which includes the Report to the Shareholders.

INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP)

The National Company Law Tribunal ("NCLT"), Chandigarh Bench, vide order dated 02.02.2022 ("Insolvency Commencement Order") has initiated corporate insolvency resolution process ("CIRP") based on a petition filed by the Bank of India under Section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr. Darshan Singh Anand, IP Registration No. IBBI/ IPA-002/IP-N00326/2017-18/10931 was appointed as Interim Resolution Professional ("IRP") to manage the affairs of the Company in accordance with the provisions of the Code.

At the Second meeting of the committee of creditors held on 17^th March 2022, Mr. Darshan Singh Anand had been continued as Resolution Professional (RP/ Resolution Professional) for the Company. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors were suspended and the same were to be exercised by RP.

The Company had received 5 Resolution Plans which were put to vote before the Committee of Creditors ("CoC"). The Committee of Creditors ( CoC ) has approved the resolution plan submitted by M/s Arcbolt Space and Foods Private Limited, with a requisite majority of the voting share as per the Insolvency and Bankruptcy Code , 2016 (IBC) in the 11^th Meeting of the Committee of Creditors (COC) held on Thursday 25^th August 2022. The application for approval of the Resolution Plan by NCLT under Section 30(6) of the Insolvency and Bankruptcy Code, 2016 was filed on 31.10.2022.

The Resolution Professional (RP) has filed an application with Hon'ble NCLT, Chandigarh Bench for approval of the Resolution Plan of M/s Arcbolt Space and Foods Private Limited, approved by the Committee of Creditors in their 11^th CoC Meeting. Hon'ble NCLT in its hearing held on 01.05.2024 has reserved the order.

Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional.

(a) the management of the affairs of the company shall vest in the Resolution Professional.

(b) the powers of the Board of Directors of the company shall stand suspended and be exercised by the Resolution Professional.

(c) the officers and managers of the company shall report to the Resolution Professional andprovide access to such documents and records of the company as may be required by the Resolution Professional.

(d) the financial institutions maintaining accounts of the company shall act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional.

Approval of the Financial Statements 2022-2023 and the Report to the Shareholders

As the powers of the Board of Directors have been suspended, the financial statements have not been approved by the Board of Directors. However, the same has been approved and signed by RP, Signed by Statutory Auditor & signed by the Company Secretary according to the Companies Act, 2013. The position of CFO had become vacant pursuant to the resignation of the former on March 31, 2021.

The RP, in view of having entrusted with the management of the affairs of the Company, is submitting this Report in compliance with the provisions of the Companies Act, 2013, the rules framed thereunder ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("Listing Regulations"). This Report was discussed in a meeting held with the key management persons and thereafter approved by the IRP.

1. FINANCIAL HIGHLIGHTS

In compliance with the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (Listing Regulations), the Company has prepared its standalone financial statements as per Indian Generally Accepted Accounting Principles (IGAAP) for the F.Y. 2022-2023. The standalone financial performance of the Company for the year ended March 31, 2023, is summarized below:

Standalone Financial Highlights (IGAAP)

(Amount in Lakhs)

2. STATE OF COMPANY AFFAIRS

The highlights of affairs of the Company are as follows:-

• Revenue from operations decreased from Rs. 2,309.97 Lakhs to Rs. 24.97 Lakhs.

• Profit before Tax decreased from a Loss of Rs. (18,904.00) Lakhs to a Loss of Rs.(3,592.00) Lakhs.

• Net Loss decreased from a Loss of Rs. (16,317.35) Lakhs to a net Loss of Rs. (3,242.93) Lakhs.

3. RESERVES AND SURPLUS

Due to losses and the ongoing CIR process, the company has not proposed to carry any amount in reserve.

4. DIVIDEND

During the year under review, no dividend on the equity shares of the Company has been recommended. Your Company is under Corporate Insolvency Resolution Process (CIRP) and incurring losses, the Board of Directors (suspended during CIRP) does not recommend any dividend for the year 2022-2023.

5. SHARE CAPITAL

During the year under report, there was no change in the Company's Authorized, issued, subscribed and paid-up equity share capital as on March 31, 2023.

The Paid-up Share Capital of the Company as on 31^st March, 2023 was Rs. 20,44,39,600 divided into 20,44,39,600 Equity Shares of Rs.1 each.

During the year under report, your Company has not issued any shares under any employee stock option schemes, sweat equity shares or any equity shares with differential rights, as to dividend, voting or otherwise. Further, the Company has not bought back its own securities, during the year under report.

6. REVISION OF FINANCIAL STATEMENTS:

None of the Financial Statements of the Company, pertaining to previous financial years were revised during the financial year under review.

7. BOARD MEETINGS

The Corporate Insolvency Resolution Process (CIRP) of the Company has been in effect from 02.02.2022, as per the Orders passed by Hon'ble National Company Law Tribunal, Chandigarh Bench. The powers of the Board of Directors have been suspended during the CIRP period.

Pursuant to Regulation 15(2A) read with Regulation 17 of LODR Regulation, the Company is exempt from the provisions of Regulation 17 and 23, from holding requisite number of meetings in a year and composition of the Board of Directors, continuation of directorship of a non executive director who has attained the age of seventy five years unless a special resolution is passed to that effect, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee.

Further, Section 17 of IBC, 2016 provides that, the powers of the board of directors of the Company shall stand suspended and be vested in and exercised by the RP. However, while the powers of the board of directors stand suspended, the directors are accountable for the actions done during their tenure. Also, as the directors continue to hold their respective positions/ designations in the Company, they are required to extend all assistance and cooperation to the RP, as required for managing the affairs of the Company including holding necessary meetings, filing DIR-3 KYC Form, and other compliance.

Further, as per Regulation 15(2A) of the SEBI (LODR) Regulations, 2015 the provisions specified in Regulations 17and 23 of the Listing Regulations shall not be applicable during the Corporate Insolvency Resolution Process ("CIRP") of the Company and the roles and responsibilities of the Board of Directors and the Committees, specified in the respective regulations of the Listing Regulations, shall be fulfilled by the RP.

The Board of Directors are required to hold at least four meetings every year to review and discuss the performance of the Company, its future plans, strategies and other pertinent issues relating to the Company. The members of the Board of Directors have not filed their DIR-3 KYC Form, resulting in deactivation of their Director Identification Number ("DIN"), resulting in their disqualification since 01.10.2023. Further, an application under Section 19(2) of IBC, 2016 is under adjudication before Hon'ble NCLT for seeking necessary cooperation from the Directors (exmanagement) including submission of material documents and records for smooth functioning of the process. But, due to delay in the compliances for previous years owing to non-cooperation by the management the subsequent compliances have also gotten delayed.

Here it is also important to highlight that, there are no business operations in the Company, resulting in no revenue generation and lack of funds. However, all possible efforts are being made with the assistance of the members of CoC and persisting non-cooperation by the directors, to hold the meetings of the Board of Directors as required under LODR Regulations.

During the year under review, due to the ongoing CIRP, the meetings of the Directors were chaired by the Resolution Professional. Even though, the RP is exempted from holding minimum number of the meetings as per Regulation 15(2A), the RP has been thriving hard to make necessary compliances as required under LODR Regulations due to non-availability of complete records.

Accordingly, the meeting of the Board of Directors Chaired by the RP(the Board of Directors stand suspended during CIRP while duties and accountability of the Directors still persists), for Submission of Unaudited Standalone Financial Results for the Second Quarter(Q-2) and six months ended 30^th September, 2021was held on 20.05.2022.

And the meeting of the Board of Directors Chaired by the RP(the Board of Directors stand suspended during CIRP while duties and accountability of the Directors still persists), for Submission of Unaudited Standalone Financial Results for the Third Quarter(Q-3) and nine months ended on 31^st December, 2021was held on 11.06.2022.

And the meeting of the Board of Directors Chaired by the RP(the Board of Directors stand suspended during CIRP while duties and accountability of the Directors still persists), for Submission of Audited Standalone Financial Results for the Fourth Quarter (Q-4) and year to date ended 31^st March, 2022 was held on 30.10.2022.

Due to persisting non-cooperation by the ex-management and resulting delay in holding meetings for the previous years have caused delay in holding meetings for the present year as well. However, the RP has been thriving hard to make necessary compliances as required under LODR Regulations.

i. COMMITTEES OF BOARD AND NUMBER OF BOARD COMMITTEES

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and remuneration committee.

3. Stakeholders Relationship Committee

4. Risk Management Committee

5. Corporate Social Responsibility ('CSR') Committee

Pursuant to Regulation 15(2B) read with Regulation 17 of LODR Regulation, the Company is exempt from the provisions of Regulation 18, 19, 20, and 21 relating to formation of various Committees including Audit Committee, Nomination and Remuneration committee, and other committee meetings are not applicable to the Company during the CIRP. The Company has an Audit Committee and the composition and terms of reference of Audit Committee are in compliance with the provisions of Section 177 of the Companies Act, 2013, Listing Regulations and other applicable laws.

Further, Section 17 of IBC, 2016 provides that, the powers of the board of directors of the Company shall stand suspended and be vested in and exercised by the RP. However, while the powers of the board of directors stand suspended, the directors are accountable for the actions done during their tenure. Also, as the directors continue to hold their respective positions/ designations in the Company, they are required to extend all assistance and cooperation to the RP, as required for managing the affairs of the Company including holding necessary meetings, filing DIR-3 KYC Form, and other compliance.

Further, as per Regulation 15(2B) of the SEBI (LODR) Regulations, 2015 the provisions specified in Regulations 18, 19, 20, and 21 of the Listing Regulations shall not be applicable during the Corporate Insolvency Resolution Process ("CIRP") of the Company and the roles and responsibilities of the Board of Directors and the Committees, specified in the respective regulations of the Listing Regulations, shall be fulfilled by the RP.

Meetings of the Audit Committee are called in compliance with the provisions of applicable laws governing the Company, where matters are discussed and the recommendations of the members of the Audit Committee are taken note of by the Directors and the RP for the purpose of managing the operations of the Company as a going concern, ensuring company remains in compliance and for good corporate governance, subject to the provisions of the Code.

According to Regulation 18(2) the audit committee shall meet at least four times in a year and not more than one hundred and twenty days shall elapse between two meetings. Further, the Company is required to declare the Financial Results, Quarterly, Half Yearly and Yearly. Accordingly, the financial results were reviewed by the Audit Committee and declared by the Board of Directors of the Company in compliance with LODR Regulation and Companies Act, 2013.

The RP chaired the Audit Committee Meeting for Submission of Unaudited Standalone Financial Results for the Second Quarter(Q-2) and six months ended 30^th September, 2021 which was held on 20.05.2022.

The RP chaired the Audit Committee Meeting for Submission of Unaudited Standalone Financial Results for the Third Quarter(Q-3) and nine months ended on 31^st December, 2021which was held on 11.06.2022.

The RP chaired the Audit Committee Meeting for Submission of Audited Standalone Financial Results for the Fourth Quarter (Q-4) and year to date ended 31^st March, 2022 which was held on 30.10.2022.

Due to persisting non-cooperation by the ex-management and resulting delay in holding meetings for the previous years have caused delay in holding meetings for the present year as well. However, the RP has been thriving hard to make necessary compliances as required under LODR Regulations.

Further, no Nomination and Remuneration Committee Meeting, Stakeholders Relationship Committee Meeting, Risk Management Committee Meeting and Corporate Social Responsibility Committee Meeting could be held during the reporting period 01.04.2022-31.03.2023.

9. DISCLOSURE ON AUDIT COMMITTEE

Vikas WSP Limited has a qualified and independent Audit Committee. The Company complies with the provisions related to Audit Committee and SEBI (LODR) Regulations, 2015 and Section 177 of the Companies Act, 2013. During the year under review, there was a change in the composition of the Audit Committee.

The composition of the Audit Committee as on March 31, 2023 is as under:

All Members of the Committee are financially literate. For more details thereof kindly refer to the section Committees of the Board - Audit Committee', in the Corporate Governance Report.

The Committee has adequate powers to play an effective role as required under the provisions of the Act and Listing Regulations. During the year under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

10. STAKEHOLDERS RELATIONSHIP COMMITTEE & NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Section 178 of the Companies Act, 2013, the Nomination and Remuneration Committee and Stakeholder's Relationship Committee constituted by the Board of Directors to deal with the matters as specified in the reference given to the respective committees.

The details of roles, powers and meetings of the Committees held during the financial year under review along with the attendance of members thereof and status of grievances received from various stakeholders during the financial year are furnished in the Corporate Governance Report Section of Board's Report.

11. RISK MANAGEMENT

Risk management is embedded in Vikas WSP Limited's operating framework. The Company believes that managing risks goes hand-in-hand with maximizing returns. To this effect, there is a robust process in place to identify key risks across the Group and prioritize relevant action plans to mitigate these risks.The risk Management framework is reviewed periodically by the Board and the Audit & Risk Management Committee, which includes discussing the management submissions on risks, prioritizing key risks and approving action plans to mitigate such risks.

The Company has a duly approved Risk Management Policy. The objective of this policy is to have a well-defined approach to risk. The Policy lays broad guidelines for the appropriate authority so as to be able to do timely identification, assessment and prioritization of risks affecting the Company in the short and foreseeable future. The Policy suggests framing an appropriate response action for the key risk identified, so as to make sure that risks are adequately compensated or mitigated.

The Internal Audit function is responsible to assist the Audit & Risk Management Committee on an independent basis with full status of the risk assessments and management.

Operationally, the risk is being managed at the top level by Management Boards and at the operating level of the Executive Committee of circles in India.

Detailed discussion on Risk Management forms part of Management Discussion & Analysis under the section 'Risks and Concerns', which forms part of this Annual Report. At present, in the opinion of the Board of Directors, there are no risks which may threaten the existence of the Company.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company did not make any provision for CSR in the Reported financial year 2022-2023 due to financial losses.

During the current year, The Company has no liability towards the Corporate Social responsibility expenditure. The Company has a CSR policy attached in Annexure-I

13. DISCLOSURE OF COMMISSION PAID TO MANAGE OR WHOLE-TIME DIRECTORS

There is no commission paid or payable by your company to the Managing Director or the whole time director.

14. DIRECTORS& KEY MANAGERIAL PERSONNEL

The directors and KMP of the company as on March 31, 2022, are as under:

15. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no significant events, changes occurred between the end of the financial year and till the date of this report which would materially affect the financial position of the Company except initiation of Corporate Insolvency Resolution Process (CIRP) w.e.f. 2^nd February 2022 which has been described in detail hereinabove.

16. BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

As the Company under CIRP from 02.02.2022, the powers of the Board of Directors remained suspended. The affairs of the Company were being conducted by RP.

17. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company confirming that they meet the criteria of independence, as prescribed under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the "Listing Regulations"). The Independent Directors have also confirmed that they have complied with the Company's code of conduct.

The Board of Directors of the Company consists of three independent Directors namely

(i) Mr. Anandilal

(ii) Mr. Vishanudutt

(iii) Mr. Suman Devi

The above three Directors of the Company gave statement pursuant to section 149 of the Companies Act, 2013 at the Board Meeting held on May 20, 2022 for the year 20222023. The same was considered and approved by the Board. The Statements is annexed as Annexure-II to this report.

18. SEPARATE MEETING OF INDEPENDENT DIRECTOR

The Company has no any held a separate meeting of Independent Director. The Company admits in NCLT as on 02.02.2022. Consequently, after 02.02.2022 no Independent director meeting happened.

19. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company strives to maintain an appropriate combination of executive, non-executive and independent Directors subject to Minimum of 3 and a Maximum of 12 Directors including at least one Women Director in compliance with the legal requirements.

The Nomination and Remuneration Committee of the Company leads the process for Board Appointment in accordance with the requirements of the Companies Act, 2013, SEBI (Listing Regulations and Disclosure Requirements) Regulations, 2015 and other applicable regulations or policy guidelines.

During the previous year under review the Company has adopted the Nomination and Remuneration Policy for Directors, KMPs and Other Employees. The policy is available on the website of the Company i.e.www. vikaswspltd.in. The Nomination and Remuneration policy of the Company is attached in Annexure III to this Report.

20. EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92 and Section 134(3) (a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the extracts of Annual Return for the financial year 2022-2023 of the Company in Form MGT-9 is annexed herewith as Annexure-IV to this report. An extract of the annual return of the Company has been placed on the website of the Company and can be accessed at https:// vikaswspltd.in/wp-content/uploads/2024/08/MGT-9- 2022-2023.pdf under the investor information section.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section forming part of this Annual Report as Annexure-V.

22. CORPORATE GOVERNANCE

Corporate Governance is the application of best Management Practices, Compliance of Laws in true letter and spirit and adherence to ethical standards for effective management and distribution of wealth and discharge of social responsibility for sustainable development of all stakeholders i.e. shareholders, management, employees, customers, vendors, regulators and the community at large. Your company places prime importance on reliable financial information, integrity, transparency, empowerment and compliance with the law, in letter and spirit.

The regulators have also emphasized on the requirement of good corporate governance practices in corporate management.

Compliance of Corporate Governance provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the year 2022-2023 has been provided in the Corporate Governance Report.

A Certificate from M/s Seema Sharma & Associates, Practicing Company Secretary of the Company, confirming compliance of Corporate Governance, as stipulated under the Para E of Schedule V of the Listing Regulations, is annexed as Annexure-VI to this report.

Certificate of the CEO/CFO/RESOLUTION PROFESSIONAL CERTIFICATION, inter-alia, confirming the correctness of the financial statements, compliance with the Company's Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit Committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report and is annexed as Annexure-VII to this report.

The Company has not The Chief Financial Officer (CFO) & Chief Executive Officer (CEO) therefore the certificate in terms of the Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) issued by Darshan Singh Anand, Resolution Professional (Reg. No. IBBI/IPA-002/IP-N00326/2017- 18/10931).

The Corporate Governance Report, inter-alia, contains the following disclosures:

a) Details of Board & Committee Meetings

b) Composition of Sustainability & Corporate Social Responsibility Committee

c) Whistle Blower Policy (Vigil Mechanism)

d) Appointment & Remuneration Policy (for Directors, Key Managerial Personnel, Senior Management and other Employees of the Company) pursuant to the provision of Section 178 of the Act read Regulation 19 of the Listing Regulations)

e) Performance Evaluation criteria of the Board, its Committees & individual Directors

23. RESPONSIBILITY STATEMENT UNDER SECTION 134(5)

Pursuant to Section 134(5) of the Companies Act, 2013, based on internal financial controls, work performed by the internal, statutory, cost and secretarial auditors and external agencies, the reviews performed by the management and with the concurrence of the RP, that for the year ended 31^st March 2023, the confirmation is hereby given for the Company having:

a) Followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation relating to material departures;

b) 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;

c) Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) Prepared the annual accounts on a going concern basis;

e) Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) Devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate, operating effectively and the same are being strengthened on a continuous basis from time to time.

Note: Since the Company is under CIR Process, the management of the affairs of the Company is vested with Resolution Professional and the Directors of the Company are required to continue performing their duties and roles and extend necessary cooperation and support to the RP. Accordingly, the above mentioned duties and responsibility of Directors have been performed by directors under the overall supervision/direction of RP of the Company w.e.f. 02^nd February 2022.

24. LOANS, GUARANTEES AND INVESTMENT

During the financial year 2022-2023 under review, the Company has not given any loan or guarantee or made any investment in terms of Section 186 of the Companies Act, 2013. The details of the investments made by the company are given in the notes to the Financial Statements.

25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013,including rules made thereunder.

26. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION, FOREIGN EXCHANGE OUTGO

In terms of Section 134(3)(m) of the Companies Act, 2013read with Rule 8 of Companies (Accounts) Rules, 2014, a statement containing details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in the manner as prescribed under the Companies(Accounts) Rules, 2014, is given in Annexure - VIII here to and forms part of this Report.

27. FIXED DEPOSITS

During the year under review, the Company had not invited or accepted any fixed deposits from public under Chapter V of the Companies Act, 2013 and the Rules made thereunder.

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT AFTER THE BALANCE SHEET DATE

There are no material changes and Commitments affecting the Financial Position of the Company between the end of Financial Year and date of this report except the Hon'ble NCLT order(s) related to matters under CIRP.

29. PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors u/ s197(12) read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014is Annexed as Annexure IX to this report.

The information, as required to be provided in terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of Companies (Appointment and Remuneration OF Managerial Personnel) Rules, 2014 is annexed as Annexure-IX to this report.

30. ANNUAL BOARD EVALUATION AND FAMILIARIZATION PROGRAMME FOR BOARD MEMBERS

A note on the familiarization programmer adopted by the Company for orientation and training of the Directors and the Board evaluation process undertaken in compliance with the provisions of the Companies Act, 2013 and the Listing Regulations is provided in the Report on Corporate Governance, which forms part of this Report.

31. INDEPENDENT DIRECTOR FAMILARISATION PROGRAMME

The Company has arranged a familiarization program for Independent Directors of the Company and details has been provided on Company website on the following link:- https://vikaswspltd.in/investor-information

32. VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a vigil mechanism under section 177(9) of Companies Act, 2013 and Regulation 22 of the SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 and has adopted the "Vigil Mechanism/Whistle Blower Policy" of the Company. As per the policy objective, the Company encourages its employees who have concerns about suspected misconduct, to come forward and express these concerns without fear of punishment or unfair treatment. A vigil mechanism provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/Chairman of the Audit Committee in exceptional cases. Such policy is made available on the website of the Companyhttp://vikaswspltd.in/wp- content/uploads/2019/08/VIGIL-MECHANISM-AND- WHISTLE-BLOWER-POLICY.pdf

33. RELATED PARTY TRANSACTIONS

During the year under review, the Board has adopted a policy to regulate the transactions of the Company with its related parties. As per policy, all related party transactions require prior approval of the Audit Committee and Board of Directors of the Company. Prior approval of the shareholders of the Company is also required for certain related party transactions as prescribed under Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. The said policy is available on the Company's website viz. www.vikaswspltd. in

The details of all related party transactions are provided in Annexure X to the report.

The Company was admitted under the Corporate Insolvency Resolution Process by NCLT as on 02.02.2022.

Section 188 of Companies Act, 2013 read with Regulation 23(9) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 lays down the rules and regulations regarding transactions between a company and its related parties, such as directors, key managerial personnel, or their relatives, to ensure transparency and prevent any potential conflicts of interest in such transactions.

As the company is under CIRP with no business operations, it was noted that no related party transaction has been entered with any group company during the period under review. However, the expenses incurred and/ or transactions underwent during the period from 01.04.2022 to 31.03.2023, by the company were duly disclosed and the required Related Party Disclosure was filed.

34. FAILURE TO IMPLEMENT ANY CORPORATE ACTION

There were no instances where the Company failed to implement any corporate action within the specified time limit.

35. SIGNIFICANT AND MATERIAL ORDERS PASSEDBY THE REGULATORS/ COURTS/ TRIBUNALS

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. However-

1. A petition for initiation of Corporate Insolvency Resolution Process filed by Bank of India has been admitted against the Company vide NCLT, Chandigarh bench order dated 02.02.2022 and Mr. Darshan Singh Anand (IP Registration No. IBBI/IPA-002/ IP-N00326/2017-2018/10931 having address at C/o Stellar Insolvency Professionals LLP 310, New Delhi House, 27, Barakhamba Road, New Delhi - 110 001 (Email- dsanand57@gmail.com) has been appointed as Interim Resolution Professional by NCLT, Chandigarh Bench.

36. DISCLOSURE UNDER SEXUAL HARASSMENT OFWOMEN AT THE WORKPLACE (PREVENTION,PROHIBITION & REDRESSAL) ACT, 2013

No case was filed, to be disposed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, during the financial year under review.

At Vikas WSP Limited, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

At Vikas WSP Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Courtesy. The Direct Touch (Whistle-Blower & Protection Policy) policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place Prevention of Sexual Harassment Policy'. This Anti-Sexual Harassment policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

An Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment.

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

37. SUSPENSION OF SECURITIES OF THE COMPANY

The Equity Shares of the Company have not been suspended from the trading.

38. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. The production/manufacturing processes are closed since September 2020.

39. STATUTORY AUDITORS:

At the 33^rd Annual General Meeting (AGM) of the Company held on September 30, 2021, M/s AK Chadda & Co., Chartered Accountants, (Firm Registration No.: 008683N), were re-appointment and have confirmed their eligibility under the provisions of Chapter X of the Act read with the Companies (Audit and Auditors) Rules, 2014 (as amended), be and are hereby appointed as Statutory Auditors of the Company for a term of 5 (five) years, from the conclusion of 33^rdAnnual General Meeting till the conclusion of the 38^thAnnual General Meeting and they shall conduct the Statutory Audit for period ended 31^stMarch 2022 , 31^st March 2023, 31^stMarch 2024, 31^st March 2025 & 31^st March 2026.

The Said appointment is subject to ratification by the members at every AGM. Accordingly, the Appointment of M/s AK Chadda & Co., Chartered Accountants, as the Company's Statuary Auditors, is placed for ratification by the members. The Company has received a certificate from the Statutory Auditor to the effect that ratification of their appointment, if made shall be in accordance with the provisions of Section 141 of the Companies Act, 2013. In terms of Section 40 of the Companies (Amendment) Act, 2017 notified on May 7, 2018 as per the Notification issued by Ministry of Corporate Affairs, Govt. of India [File No.1/1/2018-CL.I dated May 07, 2018]., the requirement for ratification of Appointment of Statuary Auditors by members at every Annual General Meeting has been omitted and accordingly, members approval is not required for ratification of their appointment annually.

The report of the Statutory Auditors M/s AK Chadda& Co. along with notes to Schedules is enclosed to this report. The observations made in the Auditors' Report are self explanatory and therefore do not call for any further comments.

40. SECRETARIAL AUDITORS

The Company had appointed M/s Priyam & Associates, Company Secretaries, to conduct its Secretarial Audit for the Financial Year ended March 31, 2023. The Secretarial Auditors have submitted their report for compliance of the provisions of applicable Corporate Laws and other applicable Lows on the Company. The Report on Secretarial Audit is self-explanatory on compliances and attached as Annexure-XI-A to this report.

Secretarial Compliance Report Pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08, 2019, in addition to secretarial audit, Annual Secretarial Compliance Report given by M/s Priyam & Associates, Company Secretaries on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder is annexed as Annexure-XI-B.

Further, pursuant to above said SEBI circular, listed entities shall additionally, on an annual basis, require a check by the Practicing Company Secretary on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, consequent to which, the Practicing Company Secretary shall submit a report to the listed entity in the manner specified in this circular. The Company has obtained annual secretarial compliance report from Priyam Gupta of M/s Priyam & Associates, Company Secretaries for the financial year ended march 31, 2023 and same has been submitted to the stock exchanges within the stipulated time, copy of which is appended to the Report on Annual Report.

41. INTERNAL AUDIT & FINANCIAL CONTROL

The Company had appointed M/s Deviyal K. & Co., Chartered Accountant (Firm Registration No. - 009722N and M.No.- 088451) having office at 1125, Sector: 11, Panchkula., (Haryana) 134112 as an internal auditor of the Company for the financial year 2022-2023. They conducted their audit on a quarterly basis. The Board of Director considers its recommendations and plan Company's further strategies accordingly. Their scope of work includes a review of processes for safeguarding the assets of the Company, a review of operational efficiency, the effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditor's findings are discussed with the process owners and suitable corrective actions are taken as per the directions of the Audit Committee on an ongoing basis to improve efficiency in operations.

42. APPRECIATION

Your Directors wish to place on record their sincere appreciation of the efforts and dedicated services of all the employees who have contributed by staying with the Company in the tough period.

43. CFO CERTIFICATION

The Certificate required under Regulation 17(8) of the Listing Regulations, duly signed by the RP of the Company, because the Company has not CFO during the FY 20222023. The same is provided as Annexure VII to this report.

44. GREEN INITIATIVES

Electronics copies of the Annual Report 2022-2023 and the Notice of the 35^th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depositary participants. For members who have not registered their email address, physical copies are sent in the permitted mode.

45. CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviors of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as the "code of business conduct" which forms an Appendix to the Code. The Code has been posted on the Company's website www.vikaswspltd.in.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the workplace, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.

46. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING IN COMPANIES SECURITIES

Your company has formulated a code of conduct for the prevention of Insider Trading in the Company's Securities ("Code") in accordance with SEBI (Prohibition of Insider Trading) Regulation, 2015. The Objective of this code is to protect the interest of Shareholders at large, to prevent misuse of any price-sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Designated Persons. Mr. Gunjan Kumar Karn, Company Secretary and Compliance Officer of the Company are authorized to act as Compliance Officer under the Code.

47. SECRETARIAL STANDARDS

Pursuant to the provisions of Section 118 of the Companies Act, 2013, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs.

48. GENERAL:

The RP confirm that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2022-2023:

(i) Issue of equity shares with differential rights as to dividend, voting or otherwise;

(ii) Issue of shares (including sweat equity shares or Stock options) to employees of the Company;

(iii) non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;

(iv) Certificate of Non-disqualification of Directors pursuant to Regulation 34(3) of SEBI(LODR), 2015 is given in Annexure - VIII to the Director Report

49. ACKNOWLEDGEMENTS

Your Directors express their sincere appreciation for the cooperation and assistance received from Shareholders, Debenture Holders, Bankers, Financial Institutions, Regulatory Bodies, government Authorities, debenture trustees, customers and other business constituents during the year under review. The Directors express their sincere thanks to the Resolution Professional and Committee of Creditors of the Company for continuous support during the year. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff and look forward to their continued support in future.