VSF Projects Limited — Capital/Financing Update 2022

Oct 10, 2022

==> picture [440 x 78] intentionally omitted <==

Date: 10[th] October, 2022.

To

Corporate Relations Department, The BSE Limited P.J Towers, Dalal Street, Mumbai – 400001.

Ref: Scrip Code: 519331

Dear Sir,

Sub: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’). [[

Pursuant to Regulation 30 read with Part A of Schedule III, of the Listing Regulations, we hereby inform you that the Board of Directors of the Company at its Board Meeting held on 10th October 2022, had, inter-alia considered and approved the following :

1. Issue of upto 18,00,000 equity shares on preferential basis ("Preferential Issue") to the persons under Non-Promoters Category, subject to the approval of shareholders, in accordance with the Companies Act, 2013 read with the rules made there under and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") read with other applicable regulations, if any at a price not being lower than the price determined in accordance with Chapter V of SEBI ICDR Regulations and other applicable regulation, if any

2. Issue of upto 6,89,797 equity shares by conversion of Unsecured Loan to the persons who comes under the category of Promoter Group and Non promoters, on a Preferential basis ("Preferential Issue") subject to the approval of shareholders, in accordance with the Companies Act, 2013 read with the rules made there under and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") read with other applicable regulations, if any at a price not being lower than the price determined in accordance with Chapter V of SEBI ICDR Regulations and other applicable regulation, if any

==> picture [440 x 18] intentionally omitted <==

==> picture [440 x 78] intentionally omitted <==

1. Issue of upto 6,49,133 equity shares on preferential basis to Non-Promoters by way of conversion of amounts due to Sundry Creditors, subject to the approval of shareholders, in accordance with the Companies Act, 2013 read with the rules made there under and Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations") read with other applicable regulations, if any at a price not being lower than the price determined in accordance with Chapter V of SEBI ICDR Regulations and other applicable regulation, if any

2. Based on the recommendations of the Nomination and Remuneration Committee, Board of Directors has approved reappointment of Sri. Bobba Narayana Murthy (DIN: 00073068), as Managing Director of the Company at a remuneration of Rs. 36.00 Lakhs per annum subject to approval of shareholders of the Company

3. Based on the recommendations of the Nomination and Remuneration Committee, Board of Directors has approved reappointment of Sri. Bobba Lakshmi Narasimha Chowdary (DIN: 02381545), as Director and CFO of the Company at a remuneration of Rs. 24.00 Lakhs per annum subject to approval of shareholders of the Company

4. Based on the recommendations of the Nomination and Remuneration Committee, Board of Directors has approved reappointment of Smt. Bobba Vijaya Lakshmi (DIN: 01496696 ), as Director of the Company at a remuneration of Rs. 6.00 Lakhs per annum subject to approval of shareholders of the Company.

5. Increase of Authorised Capital of the Company form Rs. 8.00 Crores to 10.00 Crores.

6. Convening of 30[th] Annual General Meeting of the Company on 12[th] November, 2022 at the registered office of the Company at 3.00 PM

7. Closure of Register of Members and Share Transfer Books of the Company from 6[th] November, 2022 to 12[th] November, 2022, both days inclusive for the purpose of Annual General Meeting

Additional Information pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 read with Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015 in respect of Preferential Issue is given as annexure - 1

==> picture [440 x 18] intentionally omitted <==

==> picture [440 x 78] intentionally omitted <==

Additional Information pursuant to Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations. 2015 in respect of reappointment of Directors is given as annexure-2

Further we confirm that the Directors proposed for reappointment are not debarred from holding the office of Director by virtue of any SEBI order or any other authority

The aforesaid Board Meeting commenced at 6:00 P.M. and concluded at 9:40 P.M.

Kindly take the above information on record and acknowledge.

This is for your information and records.

Thanking You, Yours Faithfully

For VSF PROJECTS LTD.

narayana Digitally signed by narayana murthy murthy bobba bobba Date: 2022.10.10 21:53:30 +05'30' Bobba Narayana Murthy Managing Director (DIN: 00073068)

==> picture [440 x 18] intentionally omitted <==

==> picture [440 x 78] intentionally omitted <==

Annexure-1

Preferential Issue of Equity Shares for Cash

==> picture [456 x 541] intentionally omitted <==

----- Start of picture text -----

S.No Particulars Remarks
1 type of securities proposed Issue of upto 18,00,000 equity shares of Rs.10/- each on
to be issued (viz. equity Preferential basis to the non-promoters (Investors)
shares, convertibles etc.);
2 type of issuance (further Preferential Issue of equity shares in accordance with the SEBI
public offering, rights issue, (ICDR) Regulation 2018 read with the Companies Act, 2013 and
depository receipts rules made there
(ADR/GDR), qualified
institutions placement,
preferential allotment etc.);
3 total number of securities Issue of upto 18,00,000 equity shares of Rs.10/- each on
proposed to be issued or the Preferential basis to the non-promoters (Investors) at a price
total amount for which the not being lower than the price determined in accordance with
securities will be issued the Chapter V of SEBI ICDR Regulations, 2018 and other
(approximately); applicable regulations if any.
4 Names of investors Non Promoter
1. Upto 2,50,000 equity shares of Rs.10/- each on Preferential
Basis to Praveena Palakapati
2. Upto 70,000 equity shares of Rs.10/- each on Preferential
Basis to Pannala Ramanakar Reddy
3. Upto 2,50,000 equity shares of Rs.10/- each on Preferential
Basis to Paladugu Saroj Babu
4. Upto 1,30,000 equity shares of Rs.10/- each on Preferential
Basis to BIjjam Ramanjula Reddy
5. Upto 2,20,000 equity shares of Rs.10/- each on Preferential
Basis to Pavan Thirumala Raju
6. Upto 1,30,000 equity shares of Rs.10/- each on Preferential
Basis to Rajesh Varma Siravuri
7. Upto 4,00,000 equity shares of Rs.10/- each on Preferential
Basis to Harika Kranthi Bhupathiraju
8. Upto 3,50,000 equity shares of Rs. 10/- each on Preferential
Basis to Alluri Sainath
5 post allotment of securities - Issue price shall be the price not being lower than the price
outcome of the subscription, determined in accordance with the Chapter V of SEBI ICDR
issue price / allotted price (in Regulations, 2018 and other applicable regulations if any.
case of convertibles),
number of investors;
6 in case of convertibles - Not Applicable
intimation on conversion of
securities or on lapse of the
tenure of the instrument;
----- End of picture text -----

==> picture [440 x 18] intentionally omitted <==

==> picture [440 x 78] intentionally omitted <==

	7	Any cancellation or termination of proposal for issuance of securities includingreasons thereof.	Not Applicable

==> picture [440 x 18] intentionally omitted <==

==> picture [440 x 78] intentionally omitted <==

Preferential Issue of Equity Shares by conversion of unsecured loan

==> picture [456 x 550] intentionally omitted <==

----- Start of picture text -----

S.No Particulars Remarks
1 type of securities proposed 6,89,797 Equity Shares of face value of Rs. 10 each (Equity
to be issued (viz. equity Shares") by conversion of unsecured loan extended by
shares, convertibles etc.); Promoters and Non Promoters
2 type of issuance (further Preferential Issue of equity shares in accordance with the SEBI
public offering, rights issue, (ICDR) Regulation 2018 read with the Companies Act, 2013 and
depository receipts rules made there
(ADR/GDR), qualified
institutions placement,
preferential allotment etc.);
3 total number of securities 6,89,797 Equity Shares at a price not being lower than the price
proposed to be issued or the determined in accordance with the Chapter V of SEBI ICDR
total amount for which the Regulations, 2018 and other applicable regulations if any.
securities will be issued
(approximately);
4 Names of investors Promoter
1. Upto 220000 equity shares of Rs.10/- each on Preferential
Basis to Bobba Lakshmi Narasimha Chowdary
2. Upto 220000 equity shares of Rs.10/- each on Preferential
Basis to Bobba Vijaya Lakshmi
Non -Promoter
1. Upto 1,02,222 equity shares of Rs.10/- each on Preferential
Basis to Anagani Satya Prasad
2. Upto 47576 equity shares of Rs.10/- each on Preferential
Basis to Incap Limited
3. Upto 33,333 equity shares of Rs.10/- each on Preferential
Basis to Gopalan Manoharan
4. Upto 22,222 equity shares of Rs.10/- each on Preferential
Basis to V Satya Murthy
5. Upto 22,222 equity shares of Rs.10/- each on Preferential
Basis to Kakarla Infra Projects Private Limited
6. Upto 22,222 equity shares of Rs.10/- each on Preferential
Basis to Rajasekhar Madala
5 post allotment of securities - Issue price shall be the price not being lower than the price
outcome of the subscription, determined in accordance with the Chapter V of SEBI ICDR
issue price / allotted price (in Regulations, 2018 and other applicable regulations if any.
case of convertibles), number
of investors;
6 in case of convertibles - Not Applicable
intimation on conversion of
----- End of picture text -----

==> picture [440 x 18] intentionally omitted <==

==> picture [440 x 78] intentionally omitted <==

	securities or on lapse of the tenure of the instrument;
7	Any cancellation or termination of proposal for issuance of securities includingreasons thereof.	Not Applicable

==> picture [440 x 18] intentionally omitted <==

==> picture [440 x 78] intentionally omitted <==

Preferential Issue of Equity Shares by conversion of dues to sundry creditors

==> picture [456 x 476] intentionally omitted <==

----- Start of picture text -----

S.No Particulars Remarks
1 type of securities proposed 6,49,133 Equity Shares of face value of Rs. 10 each (Equity
to be issued (viz. equity Shares") by conversion of outstanding due to Sundry Creditors
shares, convertibles etc.); (Non promoters )
2 type of issuance (further Preferential Issue of equity shares in accordance with the SEBI
public offering, rights issue, (ICDR) Regulation 2018 read with the Companies Act, 2013 and
depository receipts rules made there
(ADR/GDR), qualified
institutions placement,
preferential allotment etc.);
3 total number of securities 6,49,133 Equity Shares at a price not being lower than the price
proposed to be issued or the determined in accordance with the Chapter V of SEBI ICDR
total amount for which the Regulations, 2018 and other applicable regulations if any.
securities will be issued
(approximately);
4 Names of investors Non-Promoter
1. Upto 4,43,000 equity shares of Rs.10/- each on Preferential
Basis to Shaik Chan Basha
2. Upto 90,000 equity shares of Rs.10/- each on Preferential
Basis to Maganti Saikrishna
3. Upto 1,16,133 equity shares of Rs.10/- each on Preferential
Basis to Sunkara Jaya Bharath Reddy
5 post allotment of securities - Issue price shall be the price not being lower than the price
outcome of the subscription, determined in accordance with the Chapter V of SEBI ICDR
issue price / allotted price (in Regulations, 2018 and other applicable regulations if any.
case of convertibles), number
of investors;
6 in case of convertibles - Not Applicable
intimation on conversion of
securities or on lapse of the
tenure of the instrument;
7 Any cancellation or Not Applicable
termination of proposal for
issuance of securities
including reasons thereof.
----- End of picture text -----

==> picture [440 x 18] intentionally omitted <==

==> picture [440 x 78] intentionally omitted <==

Annexure-2

The disclosure pursuant to SEBI Circular CIR/CFD/CMD/4/2015 dated 9[th] September, 2015

Sr No	Particulars		Details
1.	Name	Bobba Narayana Murthy	Bobba Lakshmi Narasimha Chowdary	Mrs. Bobba Vijaya Lakshmi
2.	Designation	ManagingDirector,	Director and CFO	Wholetime Director
3.	Date of Appointment/ Rea	The Board of Directors of the Company at its meeting held on today i.e 10th October 2022 has approved the re- appointment of Mr. Bobba Narayana Murthy as Managing Director.	The Board of Directors of the Company at its meeting held on today i.e 10th October 2022 has approved the re- appointment of Mr. Bobba Lakshmi Narasimha Chowdary as Director and CFO of the Company	The Board of Directors of the Company at its meeting held on today i.e 10th October 2022 has approved the reappointment of Mr. Bobba Vijaya Lakshmi as Whole time Director
4.	Terms of Appointment	The tenure of the reappointment will be for a period of 3 years w.e.f 10th October 2022 which is subject to approval of the shareholders in the ensuingAGM	The tenure of the appointment position will be for a period of 3 years w.e.f 10th October 2022 which is subject to approval of the shareholders in the ensuingAGM	The tenure of the reappointment will be for a period of 3 years w.e.f 10th October 2022 which is subject to approval of the shareholders in the ensuingAGM
5.	Brief Profile	Mr. Bobba Narayana Murthy, aged 66 years. He is Diploma holder in Mechanical Engineering is promoter of VSF Projects limited He has vast experience in the fields of Logistics, Granite Manufacturing, Mining, Aquaculture and Infrastructure Sectors. He has more that 30 years of rich experience in the field of management and execution of construction of	Mr. B.L.N. Chowdary aged about 35 years. He did his Masters of Business administration and he is promoter of VSF Projects limited. He has gained lot of experience in the technical department of execution of infrastructure projects and He has been looking after the Production, maintenance and Technical aspects of the company. He is proposed to be reappointed as	Mrs. Bobba Vijaya Lakshmi aged about 60 Years she is and also promoter of VSF Projects limited. Over the years, she has acquired deep insight into the working of the industry. she has been looking after the management Administration of the Company as a whole time Director di the Company

==> picture [440 x 18] intentionally omitted <==

==> picture [440 x 78] intentionally omitted <==

		Industrial structures, Cultivation of shrimps, development of lands and buildings and under his leadership, Company has executed various infrastructureproject.	technical Director of the company
6.	Disclosure of relationships between Directors NA (in case of appointment as a Director)	Bobba Narayana Murthy is husband of Bobba Viaya Lakshmi Director and Father of Bobba Lakshmi Narasimha Chowdary, Director and CFO of the Company	Bobba Lakshmi Narasimha Chowdary is Son of Bobba Narayana Murthy Manging Director and Bobba Viaya Lakshmi Director of the Company	Bobba Viaya Lakjhmi is wife of Bobba Narayana Murthy and mother of Bobba Lakshmi Narasimha Chowdary

==> picture [440 x 18] intentionally omitted <==