Vasa Denticity Ltd

Dear Members,

Your directors have pleasure to presenting the 8th (Eighth) Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year ending on March 31, 2024.

FINANCIAL HIGHLIGHTS

The financial performance of the Company for the financial year ending on March 31, 2024 is summarized below:

reserves & surplus

During the Financial year company earned net profit of Rs. 1,50,779,000 and the same has been transferred to the General Reserve of the Company.

dividend

To strength the financial position of the company and to augment working capital, your director did not declare any dividend including interim dividend.

STATE OF COMPANY'S AFFAIRS AND

future outlook

INDIAN DENTAL CARE INDUSTRY OVERVIEW

India climbed to the 63rd rank among 190 countries in the World Bank's ‘Ease of Doing Business' rankings in 2020. The World Bank's Logistics Performance Index (LPI) 2023 has ranked India at 38th position (out of 139 economies), recording an improvement of 6 positions. As of 2024, the Indian healthcare sector is one of India's largest employers as it employs a total of 7.5 million people. Progress in telemedicine, virtual assistants, and data analytics is expected to create 2.7-3.5 million new tech jobs.

Rising income levels, an ageing population, growing health awareness and a changing attitude towards preventive healthcare is expected to boost healthcare services demand in the future. The low cost of medical services has resulted in a rise in the country's medical tourism, attracting patients from across the world. Moreover, India has emerged as a hub for R&D activities for international players due to its relatively low cost of clinical research.

The healthcare sector, as of 2024 is one of India's largest employers, employing a total of 7.5 million people. The demand for Indian healthcare professionals is expected to double nationally and globally by 2030 due to a shortage of healthcare workers in India, where there are only 1.7 nurses per 1,000 people and a doctor-to- patient ratio of 1:1,500 nationwide.

The Indian dental industry consists mainly of independent clinics operated by individual dentists. However, there has been a recent emergence of dental specialty chains in major cities of India, which are often supported by venture capital or private equity funding. These chains have contributed significantly to the growth of the industry by promoting the use of advanced, high-quality tools, fittings, and equipment. Indian companies primarily focus on the production of clinical disposables, instruments, disinfectant tools, sterilizing equipment, impression materials, and temporary materials for tooth filling.

The high-end segment of the market, such as dental implants, fittings, and prosthetics, is mainly dominated by foreign players with local presence in India, although many Indian companies also manufacture under license for foreign manufacturers while simultaneously engaging in trade and importing activities. Currently, there are around 5,000+ dental laboratories and 300+ dental institutes providing basic and advanced oral health care. As the number of dental chains increases, the organized dental clinics' share is expected to grow across the country. India has 3,00,000+ registered dental graduates, and 280,000+ are actively practicing dentists. 99% of the dental market in India is private. Over 50% of dentists work in and around major cities.

operational performance of the company for last three financial years is given below:

successful listing on the national stock exchange

The Company's shares were listed on NSE SME exchange on June 02, 2023 at a whopping premium of 65 per cent against its price band of Rs. 121 to Rs. 128 per equity share. The Company's stock opened at Rs. 211 per share. The Company pursuant to the Initial Public Offering offered 42,24,000 Equity Shares of face value of Rs. 10/- each, comprising of fresh issue of 31,74,000 Equity Shares and Offer for Sale of 10,50,000 for public subscription.

management discussion and analysis report

The Management Discussion and Analysis Report for the year under review as required under Regulation 34 of SEBI (Listing Obligations and Disclosure Regulations) Regulations, 2015 is given as a separate statement forming part of the Annual Report.

change in nature of business

During the year under review, there were no changes in nature of business of the Company.

changes in share capital and listing

During the year under review, there has been no change in the Authorized Share Capital of the Company.

The Paid-Up Share Capital of the Company as on date is Rs. 16,01,62,080/- (Rupees Sixteen Crores Sixty-Two Lacs and Eighty Rupees Only) divided into 1,60,16,208 (Rupees One Crore Sixty Lacs and Sixteen Thousand Two Hundred and Eight only) Equity Shares of Rs. 10/- (Rupees Ten only).

Further, the Company has got listed on NSE SME on June 02, 2023 and offered 42,24,000 Equity Shares of face value of Rs. 10/- each, comprising of fresh issue of 31,74,000 Equity Shares and Offer for Sale of 10,50,000 for public subscription.

The Annual Listing Fees for the year 2024-25 has already been paid.

changes in registered office of the company

During the year under review, there was no change in the Registered Office of the Company.

The Registered Office of the Company is situated at Khasra No. 714, Village P.O. Chattarpur, South Delhi- 110074.

material changes affecting the financial position of the company which have occurred between the end of financial year of the company to which the financial statements relates and date of this report

During the period under review, no material changes, events & commitments affecting the financial position of the Company have occurred.

details of significant & material orders passed by the regulators or courts or tribunal

During the period under review, no order has been passed by the authorities which impacts the going concern status and company's operations in future.

details of subsidiary, joint venture or associates

During the period under review, the Company acquired 100% shareholding of Waldent Innovation Private Limited making it the Wholly Owned Subisidiary of the Company. The Salient features of the financial statement of the Subsidiary & Joint Venture and Associate Companies in Form AOC-1 has been annexed as ‘Annexure - I'.

details of directors and key managerial personnel

As on March 31, 2024, the Company has Six Directors comprising of two Executive Directors and Four NonExecutive Directors out of which Three are Independent Directors. There is also one woman director along with Chief Financial Officer and Whole time Company Secretary.

Change in Directors /Key Managerial Personnel till the date of this Report:

The details about the changes in Directors or Key Managerial Personnel by way of Appointment, change in designation, Resignation, Death, Dis-qualification, variation made or withdrawn etc. are as follows:

woman director

In terms of the proviso of Section 149(1) of the Companies Act, 2013 read with Companies (Appointment and Qualifications of Directors) Rules, 2014 including any statutory modification(s) or re-enactment(s) thereof, as applicable for the time being in force and any other applicable provisions, of any, your Company has complied with the requirement of having at least one-Woman Director on the Board of the Company i.e., Mrs. Akanksha Aggarwal (DIN:10056201), appointed as Woman Director effective from March 01, 2023 of the Company.

key managerial personnel

Dr Vikas Agarwal (Chairman & Managing Director), Mr. Sandeep Aggarwal (Whole time Director and Chief Financial Officer) and Mr. Akhilesh (Company Secretary) are the Key Managerial Personnel of the Company, in accordance with the provisions of Rule 8 and Rule 8A of Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 and Section 203 of the Companies Act, 2013.

director retire by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and Articles of the Association of the Company, all directors except Independent Directors shall be liable to retire by rotation and out of that, one- third of such directors shall retire from the office every year. The directors who shall retire by rotation at every AGM shall be those who have been longest in the office since their last appointment.

Further, pursuant to the provisions of Section 149(13) of the Companies Act, 2013, the retirement of directors by rotation shall not be applicable to the Independent Directors.

Accordingly, Dr Vikas Agarwal (DIN: 10056201), the Managing Director of the Company, being longest in his office amongst the Directors is liable to retire by rotation this year. However, being eligible, he has offered his candidature for re-appointment. This shall not constitute a break in the office of Dr Vikas Agarwal (DIN: 10056201) as the Managing Director of the Company.

BOARD'S OPINION REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Company's business(es) and sector(s) for the Company to function effectively.

board evaluation

As per Section 134 of the Companies Act read with Companies (Accounts) Rules, 2014,

The Board of Directors carried out an annual evaluation of its own performance, Board Committees, and Individual Directors in accordance with the Act, Listing Regulations, and Governance Guidelines. The Nomination and Remuneration Committee led an internal evaluation process to assess the performance of the Board, its committees, and individual directors. The performance of Individual Directors was reviewed by the Board and the NRC, with criteria such as preparedness, constructive contributions, and input in meetings. Non-Independent Directors, the Board as a whole, and the Chairman of the Company were evaluated at a separate meeting of Independent Directors, with input from Executive and Non-Executive Directors. The evaluation results were discussed at the Board meeting, where an action plan was agreed upon.

disclosures related to board, committees and policies

committees of the board

As on March 31, 2024, the Board has following committees which have been constituted to oversee specific operational areas in compliance with the requirements of the business and relevant provisions of the applicable laws and status;

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility (CSR) Committee

• Stakeholders' Relationship Committee

audit committee

The Audit Committee of your Company comprises of the following Members:

• Mr. Varun Chugh, Independent Director (Chairman)

• Mr. Ravi Kant Jagetiya, Independent Director (Member)

• Dr. Vikas Agarwal, Chairman and Managing Director (Member)

meeting and attendance

6 (Six) committee meeting were held during financial year 2023-24, as against the statutory requirement of four meetings on the below mentioned dates:

nomination and remuneration committee

The Nomination and Remuneration Committee of your Company comprises of the following Members:

• Mr. Varun Chugh, Independent Director (Chairman)

• Mr. Ravi Kant Jagetiya, Independent Director (Member)

• Dr Akanksha Agarwal, Non- Executive Director (Member)

The Company has devised policy relating to the appointment of directors, payment of managerial remuneration, director's qualifications and positive attributes of independence directors and other related matters as provided under the section 178(3) of companies Act, 2013. This Policy is available on the Company's website at https://www.dentalKart.com/investors-new.

4 (Four) committee meeting were held during financial year 2023-24 on the below mentioned dates:

corporate social responsibility committee

The Company has pursuant to the provisions of Section 135 of the Companies Act 2013 and Schedule VII constituted a Corporate Social Responsibility Committee of the Board of Directors comprises the following:

• Dr Vikas Agarwal, Chairman and Managing Director (Chairman)

• Mr. Ravi Kant Jagetiya, Independent Director (Member)

• Mr. Sandeep Aggarwal, Whole time Director & CFO (Member)

This Policy is available on the Company's website at https://www.DentalKart.com/investors-new.

Under Section 135 of the Act, the Company was required to spend Rs. 10,24,000 (2%) of the average qualifying net profits of the last three financial years on CSR activities on projects in FY 2023-24. During the year under review, the Company has spent ' Rs. 10,30,000/- on CSR activities.

2 (Two) Committee meetings were held during financial year 2023-24 on the below mentioned dates:.

stakeholders relationship committee

The constituted Stakeholders Relationship Committee comprises the following:

• Mr. Varun Chugh, Independent Director (Chairman)

• Dr Vikas Agarwal, Chairman and Managing Director (Member)

• Mr. Sandeep Aggarwal, Whole time Director & CFO (Member)

1 (One) Committee meeting was held during financial year 2023-24 on the below mentioned date:

number of meetings of the board

During the period under review, 11 (Eleven) meetings of the Board of Directors of the Company were held on the below mentioned dates:

attendance of directors in the meetings

*Mr. Parmeshwar Ravi assumed office as an Independent Director of the Company on March 11, 2024.

number of meetings of the members of the company

directors responsibility statement

In accordance with the provisions of Section 134(3)(c) &134(5) of the Companies Act 2013, your directors

confirm that:

• In the preparation of the annual accounts for the financial year ending on march 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

• The directors had 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 as at 31st march, 2024 and of the profit /loss of the company for that period;

• The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

• The directors had prepared the annual accounts on a going concern basis;

• The directors had laid down internal financial controls to be followed by the company and such internal financial controls are adequate and operating effectively; and

• 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.

declaration by independent directors and re-appointment of independent directors

All Independent Directors of the Company have given their declarations that they meet the criteria of

independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, the Independent Directors fulfil the criteria of independence specified in Section 149(6) of the Companies Act, 2013 read with Rule 5 and 6 of Companies (Appointment & Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of the SEBI Listing Regulations. The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics laid down for the Board of Directors, Senior Management Personnel and other Employees.

statement in respect of adequacy of internal financial control with reference to the financial statements

The term "internal financial controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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.

The management has taken all necessary steps to plug the internal control weaknesses. The management has implemented an effective and meaningful system in place to safeguard the assets of the company.

corporate governance

As per the Guidelines and directions of the SEBI and Stock Exchange accordingly the Company has been adhering to the directions and guidelines, as required and if applicable on the Company size and type as per Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Corporate Governance is not applicable on SME Listed Entities.

MANAGING DIRECTOR (MD) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

In terms of the Listing Regulations, the certificate, as prescribed in Part B of Schedule II of the said Regulations, has been obtained from the Chief Financial Officer and Managing Director of the Company, for the financial year 2023-24 with regard to the financial statements and other matters. The said certificate forms part of this Annual Report.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEE'S REMUNERATION AND

other prescribed details

Section 197 of Companies Act, 2013 deals with the overall maximum managerial remuneration and managerial Remuneration in case of absence or inadequacy of profits. According to this section, the total managerial remuneration payable by a public company, to its directors, including managing director and whole-time director, and its manager in respect of any financial year shall not exceed the prescribed limit.

The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as ‘Annexure - II'.

establishment of vigil mechanism

The Company has a Vigil Mechanism/Whistle Blower Policy and has established the necessary vigil mechanism

for directors and employees in conformation with Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, to report concerns about unethical behaviour. This Policy is available on the Company's website at https://www.DentalKart.com/investors-new.

deposits

Section 73-76 of the Companies Act, 2013 deals with acceptance of deposit from members, directors, director's relatives and public only in case of the eligible companies.

The Company has not accepted any public deposit during the period under review.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 THE COMPANIES ACT, 2013

During the Financial Year 2023-24, the Company did not enter into any transaction which falls under the category of section 186 of the Companies Act, 2013 read with rules framed there under including any statutory modification(s) or re-enactment(s) thereof as applicable for the time being in force.

particulars of contracts or arrangements with related parties

Pursuant to the provisions of Section 188 of the Companies Act, 2013 read with rules framed there under including any statutory modification(s) or re-enactment(s) thereof, as applicable for the time being in force or any other applicable provisions, if any, the Company has not entered into any transaction with related parties during the period under review. Thus, disclosure in Form AOC-2 is not required

In the Financial Year 2023-24, the Company has ended its Related party transactions with Vasa Dental Supplier, The Dentgist Company, Indian Dental Company, being the Sole proprietorships in the name of Dr Vikas Agarwal, Managing Director of the Company. The business of these Sole proprietorships has ceased its business operations.

AUDITORS AND AUDITORS' REPORT Statutory Auditors:

M/s. KRA & Co. (FRN: 020266N), Chartered Accountants were appointed as the Statutory Auditors of the Company w.e.f., September 20, 2023 to conduct the audit for a period of 5 Years, from the conclusion of 7th Annual General Meeting till the conclusion of 12th Annual General Meeting in compliance with the applicable provisions of the Companies Act, 2013 read with rules framed there under including any statutory modification(s) or re-enactment(s) thereof, as applicable for the time being in force. The appointment is valid for the FY 2024-25.

Auditors' Report

No qualification has been raised by the Statutory Auditor in the Financial Statements of Financial Year 2023-24. Further, no fraud has been reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.

cost records and cost audit

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the rules made there under, the

secretarial audit and secretarial auditors report

According to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Naresh Verma & Associates, Company Secretaries (FCS No. 5403, Certificate of Practice No. 4424), to carry out the Secretarial Audit of the Company. The Report of the Secretarial Auditor for FY 2023-24 is attached herewith as ‘ANNEXURE-M'.

explantion or comments on qualifications, reservations or adverse remarks or disclaimers made by the auditors and the practicing company secretary in their reports

There are no qualifications, reservations or adverse remarks made by the Auditors in their reports.

risk management

The Company has adopted risk management policy including identification therein of elements of risk, if any, which is in the opinion of the Board may threaten the existence of the company.

Your Company recognizes risk management as an integral component of good corporate governance.

annual return

The Annual Return of the Company for the year ended March 31, 2024 as required under Section 92(3) of the Companies Act 2013 read with Section 134(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is available on the Website of the Company at https://www. DentalKart.com/investors-new.

conservation of energy, technology, absorption, foreign exchange earnings and outgo

The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under: Conservation of Energy:

Foreign Exchange Earnings/ Outgo (in Rs.):

compliance with sexual harassment of women at workplace (prevention, prohibition

AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee and other applicable provisions under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your director's further state that during the year under review, there were no cases filed pursuant to the said Act.

secretarial standards

The Company has complied with the applicable Secretarial Standards prescribed under Section 118(10) of the Companies Act, 2013 with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

statutory disclosures

None of the Directors of your Company suffers from the disqualification enshrined under the provisions of section 164, 165, 167 of the Companies Act, 2013. The Directors of the Company have made necessary disclosures, as required under various provisions of the Act.

The Company has not defaulted in repayment of loans from banks and financial institutions.

details of application made or proceeding pending under the insolvency and

BANKRUPTCY CODE, 2016

There were no applications made or any proceedings were pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the financial year under review.

Further, there was no instance of valuation of amount for settlement of loan(s) from Banks and Financial Institutions during the financial year under review.

depository system

The Company's shares are compulsorily tradable in electronic form. As on date, 100% of the Company's Paid- up Equity Share Capital are in dematerialized form with both the Depositories.

The Company has established connectivity with both Depositories viz. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company has appointed M/s. Mas Services Limited, a Category-I SEBI registered RTA as its Registrar and

code of conduct for prevention of insider trading

Pursuant to the Regulation 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company is having the Code of Conduct to Regulate, Monitor and Report Trading by Insiders. The said Code is available on the Company's website at the weblink https://www.dentalkart.com/investors-new.

the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the banks or financial institutions along with the reasons thereof

These provisions are not applicable to the Company.

acknowledgement

The Board place on record their appreciations of the whole hearted and sincere co-operation received by the Company during the year from the employees, customers/ clients, bankers and various Government authorities at all levels.

Your directors also acknowledge gratefully to the shareholders for their support and confidence reposed on your company.