Directors Report of Vakrangee Ltd.

Mar 31, 2025

The Board of Directors (''Board'') of Vakrangee Limited (''Company'') expresses profound grief on the sad demise of Mr. Dinesh Ji
Nandwana - the Chairman Emeritus of the Company. The Board places on record its deep respect and enduring gratitude to Mr.
Dinesh ji and praises his contribution as a first-generation entrepreneur who played an important role in bringing the company
to its present level based on very strong fundamentals and further conveyed the heartful condolence to the bereaved family. Mr.
Dinesh Ji''s legacy of innovation, philanthropy, and commitment to excellence will continue to inspire us in times to come.

The directors take pleasure in presenting 35th Annual Report on the affairs of the Company together with the Audited Statement
of Accounts for the financial year ended March 31,2025.

1. Performance of the Company

The Company''s performance is summarized below:

Financial results

(J- I

Particulars	Standalone		Consolidated
1	2024-2025 2023-2024 |		2024-2025	2023-2024
Revenue from Operations	18,206.50	18,363.66	25,500.74	21,258.21
Other Income	287.72	187.65	401.88	233.89
Profit / Loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	2,769.21	2805.61	2,812.34	2872.08
Less: Depreciation/ Amortisation/ Impairment	1,532.47	1569.08	1,669.69	1569.08
Profit/Loss before Finance Costs, Exceptional items and Tax Expense	1,236.74	1236.53	1,142.65	1303.00
Less: Finance Costs	109.35	771.17	182.76	771.17
Profit /Loss before Exceptional items and Tax Expense	1,127.39	465.36	959.89	531.83
Add/(Less): Exceptional Expense	-	54.44	-	54.44
Profit /Loss before Tax Expense	1,127.39	519.80	959.89	586.27
Less: Tax Expense (Current & Deferred)	311.78	133.14	320.88	151.01
Profit /Loss for the year (1)	815.61	386.66	639.01	435.26
Total Comprehensive Income/Loss (2)	(64.86)	(11.46)	1.88	(3.98)
Total (1 2)	750.75	375.20	640.89	431.28
Balance of profit /loss for earlier years	5,899.65	6,042.75	10082.73	10,177.23
Less: Transfer to Reserves	-	-	-	-
Less: Dividend paid on Equity Shares	(540.34)	(529.76)	(540.34)	(529.76)
Less: Dividend Distribution Tax	-	-	-	-
Add: Derecognition of subsidiary	-	-	-	-
Less: Transfer on Demerge	-	-	-	-
Balance carried forward	6174.92	5,899.65	10,201.71	10,082.73

PERFORMANCE

Standalone:

Your Company''s total income during the year under
review was '' 18,494.22 Lakhs as compared to
'' 18,551.31 Lakhs in the previous year. The Profit after
tax was '' 815.61 Lakhs as compared to '' 386.66 Lakhs
in the previous year.

Consolidated:

Your Company''s total income during the year under
review was '' 25,902.62 Lakhs as compared to
'' 21,492.10 Lakhs in the previous year. The Profit after
tax was '' 639.01 Lakhs as compared to '' 435.26 Lakhs
in the previous year.

2. State of Company''s Affairs

Vakrangee Limited continues to evolve as the "Go¬
To Market Platform” for Rural India, leveraging its
extensive reach and robust infrastructure across its
various business verticals, including new-age Fintech
and Digital platforms. The Company is steadfast in its
mission to build one of India''s largest last-mile rural
distribution network, integrating both physical and digital
touchpoints with a PAN India presence.

Vakrangee operates one of the largest franchisee-based,
multi-service retail networks in the country, with a core
objective of establishing a retail outlet in every postal
code of India. Our efforts are centered around facilitating
financial, social, and digital inclusion, particularly in
under-served and unserved regions.

At the heart of Vakrangee''s purpose is a deep
commitment to ensuring that every Indian citizen
has access to essential financial services and the
broader digital economy. Through our enhanced
Vakrangee Kendra franchise model, we have bundled a
comprehensive suite of modern-day services, including:

• Banking and ATM access

• Financial and investment services (including online
Demat & trading accounts)

• E-commerce and online shopping

• Total healthcare solutions - encompassing tele/
video consultations with doctors, home diagnostic
services, and medicine delivery

• PAN card services & other services

These services have enabled us to bridge the rural-urban
divide, ensuring equitable access to basic services
while also safeguarding the health and well-being of

customers and franchisees in remote locations.

In addition, Vakrangee has its own mobile digital
platform - the BharatEasy Super App, envisioned as
"India ka Super App”, focused on addressing the unique
needs of Rural India. The platform hosts a growing
bouquet of services such as:

• Online shopping & agricultural products

• Healthcare services

• PAN card services

This integrated Physical Digital (Phygital) approach
positions Vakrangee as a key enabler in empowering
rural communities and driving inclusive growth by
providing access to a wide range of essential services at
the customer''s doorstep.

Our distribution platform is driven by the Master
Franchisee and Franchisee model, a cornerstone of our
business strategy, which enables us to scale efficiently
while delivering a diverse range of products and services
across vast geographies. We are making steady
progress towards establishing our last-mile presence
across all postal codes, covering every Gram Panchayat
in the country.

The Master Franchisee and Franchisee model is
inherently scalable, allowing us to penetrate even the
most remote and underserved regions. With a flexible,
franchise-based approach, we can adapt to local market
conditions while maintaining a unified operational
standard across the entire network. This model provides
the foundation for our ambitious growth plans, enabling
nationwide coverage while minimising operational risks.

Together, master franchisees and franchisees create
a seamless last-mile distribution network. This
network is highly scalable because each franchise
is an independent entity with a vested interest in
success. Franchisee is a local village-level entrepreneur,
taking ownership of day-to-day operations, customer
satisfaction, and market penetration. Meanwhile, the
master franchisee ensures they are fully supported with
training, marketing, and operational guidance, creating a
synergy that fuels growth.

We are delighted to announce the appointment of
Master Franchisees in 546 districts across 32 States
(as of March 31,2025), marking a significant milestone
in expanding our nationwide network coverage. Our
ambitious goal for the end of this fiscal year is to
achieve complete 100% district coverage through
our master franchise network. By empowering
local entrepreneurs, we not only drive our growth

but also make a significant contribution to regional
economic development and create opportunities for
entrepreneurial success.

For FY2025, we have established a strong and
expansive presence with a total of 22,986 Vakrangee
Kendra outlets nationwide. This widespread coverage
spans over 32 states and union territories, ensuring
that our services are accessible to a broad customer
base. Moreover, we have successfully established a
presence in 546 districts and 5,835 postal codes, further
strengthening our network. Notably, our commitment to
serving underserved markets is evident as 83% of our
outlets are located in Tier 4-6 cities.

Furthermore, the Company has strategically ventured
into sourcing and distributing private-label and white-
label products. By leveraging the extensive Vakrangee
Kendra network, which includes both Franchisee and
Master Franchisee channels, we aim to distribute
our proprietary, branded e-commerce products for
consumers and retailers. Additionally, the Company has
plans to diversify into other consumer and retail product
categories, thereby expanding our footprint in the
broader market.

Strategic partnerships also underpin Vakrangee''s
growth model. In FY2025, the company entered into
multiple collaborations, including those with Kotak Bank,
Canara Bank, Central Bank of India, Bangiya Gramin
Vikash Bank, Aditya Birla Health Insurance Company
Limited, Future Generali India Insurance Company
Limited, and Shriram Life Insurance Company Limited,
thereby enhancing its offerings in banking and insurance
services.

Vakrangee''s entry into the apparel segment in October
2024 marks a strategic diversification, expanding its
private-label offerings in key districts and semi-urban
markets. Vakrangee offers affordable, quality clothing
in ready-to-wear and made-to-order formats. This
initiative strengthens its Kendras as multi-category rural
commerce hubs, furthering its mission of financial and
digital inclusion through diversified access.

Vakrangee''s commitment to inclusive growth is
deeply rooted in its franchising model, where local
entrepreneurs—Master Franchisees and Kendra
operators—are incentivised through structured
commissions and performance bonuses. This
ecosystem approach not only ensures scale and reach
but also contributes to local economic development by
empowering grassroots entrepreneurs.

As India progresses towards becoming a digitally
empowered society, Vakrangee is strategically
positioned to play a critical role. With an integrated
phygital model, a robust technology backbone, and a
growing portfolio of essential services, the company
remains committed to bridging the urban-rural digital
divide and achieving sustainable growth.

Further, your Company has been successful in
benchmarking Company''s performance on a wide
range of industry specific economic, environmental,
governance and social criteria that are relevant to the
growing focus on Business sustainability and financially
relevant to the corporate success. Global recognition
reflects company''s commitment to further enhance
its corporate governance and transparency standards.
Company has achieved Global recognition across
various platforms for its superior ESG performance and
long-term Business sustainability.

At Vakrangee, we have always attempted to be a
Responsible and Socially Conscious company. This
rating is a validation of our belief and commitment to
our Business model of Nextgen Vakrangee Kendras.
Through our network of kendras, we are taking the
financial and digital literacy to the bottom of the
socioeconomic pyramid and serving as the last-mile link
to connect India''s unserved and underserved rural and
urban citizens by offering them the same products and
services at the same time, competitive price and same
service levels. We are acting as the biggest equaliser by
bridging the gap between the urban and rural population
in India.

We have mapped our sustainability initiatives with the
United Nation''s Sustainable Development Goals. The
goals are a blueprint to achieve a better tomorrow. Our
aim is to efficiently adopt these goals and address the
global challenges, which includes poverty, inequality,
climate, environmental degradation, prosperity, and
peace and justice.

The UN SDG goals are interconnected, and we intend
to implement them in order to make the world a better
place. We believe that businesses can have a positive
impact on the societies they serve. Our principles of
sustainability define how Vakrangee delivers responsible
and sustainable growth.

Update on Business Operations

Vakrangee Ltd. demonstrated a strong topline
performance in FY2024-25, with total income rising
by 20.52% from ?21,492.1 Lakhs in FY2023-24 to

?25,902.6 Lakhs in FY2024-25. This growth reflects
the continued expansion of its service offerings and
geographic footprint, driven by deeper rural penetration.
We expect this trend to continue due to the introduction
of new services, new verticals, including apparel retail
and Vortex ATM manufacturing.

However, EBITDA witnessed a marginal decline of
2.08%, reducing from ?2,872.1 Lakhs to ?2,812.3 Lakhs.
This decline, despite higher revenues, suggests an
increase in operating expenses due to investments
in new initiatives, network expansion, technology
enhancements, and marketing efforts. Consequently,
the EBITDA margin contracted by 250 basis points,
from 13.36% in FY24 to 10.86% in FY25, pointing to the
transitional phase of scaling operations and onboarding
new business verticals.

Profit Before Tax (PBT) increased by 63.72%, rising
from ?586.3 Lakhs to ?959.9 Lakhs. The corresponding
PBT margin improved by 98 basis points, from 2.73%
to 3.71%, driven by better control over non-operational
costs and possible gains from optimising resource
utilisation and revenue diversification.

In line with the PBT trend, Profit After Tax (PAT) rose by
46.80%, increasing from ?435.3 Lakhs in FY24 to ?639.0
Lakhs in FY25. PAT margin improved by 44 basis points,
reaching 2.47%, as the Company benefited from better
fiscal discipline and tax management.

Our Full Year GTV (Gross Transaction value) crossed
'' 54,000 crores and Total number of Transactions
crossed 12.6 crores.

Our Current Focus has been on Expanding our Presence
through Building Master Franchisee network & to
Strengthen our First Mover Advantage. We are currently
Building a Pan India District level Master franchise
network which would result in strong on-ground
operational management as well as better scalability in
future.

With the development of the Digital Economy, India is
fastly moving towards Digital Payment Mechanisms and
Emerging as a Cashless Society. With the fast pace of
digital payment penetration, Cash transactions such as
ATM & Banking transactions are expected to witness
slow down. Therefore, there would be profitability &
viability challenges for standalone business models
such as only White Label ATMs, only Banking (AEPS)
provider, only Money Transfer providers which are
dependent on cash transactions.

Vakrangee is future ready with a clear focus on building
long term sustainable & profitable business model with
focus on Non-Cash based Banking Offering such as
Account Opening, Loan Product, Insurance Services,
Fixed Deposits & NPA Recovery Further, we have
No dependency on single line of product or services
and have a Wide portfolio of product & services such
as Online Shopping, Total Healthcare Services, Bill
Payments, Online Travel Services, Mobile Recharges,
CIBIL Score services, Pan Card Services, Online Opening
of Demat & Trading Account Opening Services and
many more.

Further, we have a strong foothold & Brand presence
in Rural India and our customers trust us with their
day to day Banking needs. During FY2025, we opened
~12.9 lakh bank accounts, 14.8 lakh Insurance /
Pension polices and did more than 8.8 crore banking
transactions with a Gross Transaction value of '' 44,354
crores. There is a huge Underpenetrated Rural market
with huge Retail & MSME Customer Base. Further, there
is Lack of trust within the current Rural Customer base.
Therefore, Physical Presence & Assistance is a Key
Differentiator.

Update on Business Strategy: Update on acquisition of
Vortex Engineering Private Limited

Vakrangee Limited''s acquisition of Vortex Engineering
Private Limited, now a subsidiary, is fully aligned with
the company''s long-term ambition to become a fully
integrated, technology-enabled banking infrastructure
provider. This strategic move supports backwards
integration, creating new growth opportunities while
tapping into cost synergies and leveraging advanced
technological capabilities.

Vortex, an India-based technology pioneer incubated
at IIT-Madras, is renowned for its expertise in low-
power ATMs. The company operates from its Chennai
headquarters, where it maintains an annual production
capacity of over 12,000 ATMs and has successfully
deployed over 14,000 ATMs across diverse geographies.
It holds nine patents in the ATM and cash dispenser
space under the Make in India and Atma Nirbhar
Bharat initiatives. It has developed its cash dispenser
units, which deliver the lowest lifecycle cost among its
competitors.

Additionally, Vortex has created ''PERFO'', a proprietary,
advanced remote ATM monitoring software tool that
is cross-platform and cross-vendor, strengthening its
intellectual property portfolio.

This strategic acquisition enhances Vakrangee''s
operational oversight and cost efficiency while opening
a new B2B growth channel in both domestic and global
ATM markets. With rising demand for secure, energy-
efficient, and advanced ATM solutions, Vakrangee is
well-positioned to scale operations, improve profit
margins, and diversify its revenue streams. This initiative
further accelerates Vakrangee''s transition from a
distribution-focused service model to a comprehensive
provider of digital financial infrastructure, expanding
both its technological capability and geographic reach.

In FY2024-25, Vortex demonstrated strong operational
momentum, achieving 26.3% year-over-year revenue
growth and shipping 1,596 ATMs. The company
closed the year with a robust order pipeline of 5,000
ATMs scheduled for delivery in FY2025-26, laying the
groundwork for an aggressive scale-up. With strategic
capital support from Vakrangee, Vortex—currently plans
to expend its production capacity and market share.

3. Dividend

The Board of Directors has not recommended any
dividend on the equity shares of the Company for
the financial year ended March 31, 2025, in order to
conserve resources for future business requirements
and growth. Further, no amount has been transferred to
the general reserve during the year under review.

The dividend payout is in accordance with company''s
Dividend Distribution Policy. The Dividend Distribution
Policy as adopted by the Company is annexed herewith
as "Annexure 1”. The policy is also available on the web¬
site of the Company, https://vakrangee.in/pdf/Policies-
PDF/Dividend%20Distribution%20Policy.pdf.

4. Share Capital

The Paid-up Equity Share Capital of the Company as on
March 31, 2025 was '' 1,08,31,91,807/- comprising of
1,08,31,91,807 equity shares of Re. 1/- each.

The members of the Company on March 9,2024,
through the postal ballot, approved the preferential
allotment of 4,00,00,000 warrants convertible into
equity shares of face value of ?1, for cash, by way of a
private placement, at an issue price of ?27 per warrant
in the Non-Promoter Category and 2,00,00,000 warrants
convertible into equity shares of face value of ?1, for
cash, by way of a private placement, at an issue price of
?27 per warrant in the Promoter Category, by passing a
Special Resolution.

The Company has received consideration from the

warrant holder in Non-Promoter Category during
the year ended March 31,2025, on various dates.
Consequently, the Board of Directors approved the
allotment of 2,36,66,567 equity shares. Further,
Company has also allotted 11,950 equity shares to its
eligible employee under the ESOP Scheme in place.

5. Public Deposits

During the year under review, the Company has not
accepted or renewed any deposits falling within the
purview of provisions of Section 73 of the Companies
Act, 2013 read with The Companies (Acceptance of
Deposits) Rules, 2014.

6. Cash Flow Statement

In conformity with the provisions of regulation 34(2)(c)
of SEBI Listing Obligations and Disclosure Requirements
Regulations, 2015 the cash flow statement for the
financial year ended March 31, 2025 is annexed hereto.

7. Corporate Governance

The Report on Corporate Governance as per the
requirement of SEBI Listing Obligations and Disclosure
Requirements Regulations, 2015 forms part of this
Annual Report.

The requisite certificate from Mr. Mehul Raval,

Practicing Company Secretary, confirming compliance
with the conditions of Corporate Governance has been
included in the said Report.

A Certificate from the Managing Director and CFO of
the Company in terms of SEBI Listing Obligations and
Disclosure Requirements Regulations, 2015, inter alia,
confirming the correctness of the Financial Statements
and Cash Flow Statements, adequacy of the internal
control for financial reporting, and reporting of matters
to the Audit Committee, is also forming part of this
Annual Report.

8. Disclosures Related to Board, Committees and
Policies

A. Board Meetings

The Board met at least once in each quarter and
6 meetings of the Board were held during the year
and the maximum time gap between two Board
meetings did not exceed the time limit prescribed
in the Act and SEBI Listing Obligations and
Disclosure Requirements Regulations, 2015.

The details viz, Composition, number of meetings,

dates of meetings and attendance of Directors
at such meeting are included in the Corporate
Governance Report.

b. Reconstitution of Board of Directors

During the financial year, the Board of Directors
of the Company was reconstituted to strengthen
governance and align with the Company''s
long-term strategic objectives. At the Board
meeting held on August 12, 2024, the following
resignations were considered and accepted:

• Mr. Dinesh Nandwana - Managing Director
and Group CEO

• Dr. Nishikant Hayatnagarkar - Executive
Director

• Mr. Ramesh Joshi - Independent Director

• Mr. B L Meena - Independent Director

• Mr. Avinash Vyas - Independent Director

• Mr. Sunil Agarwal - Independent Director

The Board places on record its deepest
appreciation for their invaluable contributions,
leadership, and commitment to the Company
during their tenure.

To ensure continued strategic leadership and
effective governance, the Board also approved the
appointment of new Directors.

• Ms. Divya Dinesh Nandwana - Executive
Chairperson

• Mr. Vedant Dinesh Nandwana - Managing
Director

• Mr. Amit Sabarwal - Executive Director &
Group CEO

• Mr. S N Kaushik - Independent Director

• Ms. Savita Dattatray Keni - Independent
Director

With these changes, the Board has been
reconstituted with a balanced mix of executive
and independent leadership to effectively guide
the Company''s growth journey. The reconstituted
Board is well-positioned to steer the Company with
a renewed focus on value creation, compliance,
and stakeholder interests.

c. Familiarisation Programme for Independent
Directors

As a practice, all the Independent Directors
inducted to the Board go through a structured
orientation programme. Presentations are made
by Senior Management giving an overview of the
operations, to familiarise the new Directors with
the Company''s business operations. The new
Directors are given an orientation on the products
of the business, group structure and subsidiaries,
Board constitution and procedures, matters
reserved for the Board, and the major risks and
risk management strategy of the Company.

Details of Familiarization Programme for
Independent Director Policy is available on the
website of the Company at - https://vakrangee.
in/pdf/Policies-PDF/Familiarization%20
Programme%20for%20Independent%20Director.
pdf

d. Performance Evaluation

Pursuant to the provisions of the Companies Act,
2013 and SEBI Listing Obligations and Disclosure
Requirements Regulations, 2015, the Nomination
and Remuneration and Compensation Committee
(NRC) has carried out Board Evaluation of the
performance of:

(i) the Board as a whole and its Committees,
and

(ii) individual directors (including independent
directors).

The performance evaluation of the Independent
Directors was carried out by the entire Board
excluding the Directors being evaluated.

The performance evaluation of the Chairman, Non¬
Independent Directors and the Board as a whole
was carried out by the Independent Directors at
their separate meeting.

The evaluation has been done as per the process
laid in the "Policy for Evaluation of performance
of the Board of Directors of Vakrangee Limited”
(herein after referred to as "Charter”) adopted by
the Board, based on structured questionnaires for
performance evaluation.

e. Audit Committee

The Board has well-qualified Audit Committee,
the composition of which is in line with the
requirements of Section 177 of the Companies
Act, 2013 read with Regulation 18 of SEBI
Listing Obligations and Disclosure Requirements
Regulations, 2015. All the Members, including
the Chairman of the Audit Committee are
Independent. They possess sound knowledge
on Accounts, Audit, Finance, Taxation, Internal
Controls etc. The details viz, Composition, number
of meetings, dates of meetings and attendance
of Directors at such meeting are included in the
Corporate Governance Report.

During the year under review, the Board has
accepted all the recommendations of the Audit
Committee.

The Company Secretary of the Company acts as
Secretary of the Committee.

The details viz, Composition, number of meetings,
dates of meetings and attendance of Directors
at such meeting are given in the Corporate
Governance Report.

f. Nomination & Remuneration and Compensation
Committee

The Company has duly constituted the
Nomination, Remuneration and Compensation
Committee in compliance with the provisions
of Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Board has formulated a comprehensive
Nomination, Remuneration and Compensation
Policy, which outlines the criteria for selection,
appointment, and evaluation of Directors,

Key Managerial Personnel (KMP), and Senior
Management Personnel. The said policy is
annexed to this Report as "Annexure 4” and is also
available on the Company''s website at: https://
vakrangee.in/policies_and_guidelines.html.

Further details regarding the Committee''s
composition, number of meetings held, dates of
meetings, and attendance of the Directors are
provided in the Corporate Governance Report.

g. Risk Management Committee

In compliance with Regulation 21 of the SEBI
(Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Company has constituted
a Risk Management Committee to proactively
review and mitigate key risk factors.

The Company has established formal procedures
to inform the Board about risk assessment
and minimization measures. A comprehensive
Risk Management Policy has been formulated,
ensuring that the Board, Audit Committee, and
Executive Management collectively identify,
assess, and manage risks that could impact the
Company''s operations. This policy outlines the
framework for risk identification, minimization,
and optimization, thereby supporting a structured
approach to enterprise risk management.

Key risks identified by the Company include:

• Rapid technological advancements

• Heavy reliance on the franchisee model

• Legal and regulatory risks

• Financial reporting risks

• Risks related to corporate accounting fraud

• Cybersecurity threats and data leakage

Further details, including the Committee''s
composition, number of meetings held, meeting
dates, and attendance of members, are provided in
the Corporate Governance Report.

h. Corporate Social Responsibility Committee (CSR)

In accordance with the provisions of Section 135
read with Schedule VII of the Companies Act,

2013, the Company has adopted a comprehensive
Corporate Social Responsibility (CSR) Policy,
outlining the CSR activities to be undertaken.
During the financial year 2024-25, the Company
undertook various CSR initiatives by utilizing the
earmarked amount towards projects in the areas
of social awareness, healthcare, and education.
The CSR Committee diligently evaluates multiple
proposals and selects initiatives that align with the
Company''s CSR objectives.

Based on the recommendation of the CSR
Committee, and in compliance with the provisions
of Sections 135(5) and 135(6) of the Companies
Act, 2013, the Company has identified an ongoing
project and has transferred the unspent CSR
amount of ?13.72 lakhs to a designated Unspent
CSR Account.

With respect to the unspent CSR amount for FY
2024-25, the Board of Directors affirms that the
CSR Committee made sincere efforts in evaluating
a wide range of proposals and selected those
that best aligned with the Company''s CSR goals.
The Board is confident that the overall CSR spend
on these projects will fully meet the prescribed
statutory guidelines.

The Company''s CSR Policy is available on the
website at: https://www.vakrangee.in/policies_
and_guidelines.html.

The CSR Committee has been constituted to
define, implement, and monitor the CSR strategy,
including budgeting, project identification, and
oversight of CSR initiatives.

Further, the disclosures required under Rule 8 of
the Companies (Corporate Social Responsibility
Policy) Rules, 2014 are annexed to this Report as
"Annexure 5.”

i. Stakeholders Relationship Committee

As per the requirements of Section 178 of the
Companies Act, 2013 and Regulation 20 of SEBI
(Listing Obligations and Disclosure Requirements
Regulations), 2015, the Company has constituted
Stakeholders Relationship Committee. The details
viz, Composition, number of meetings, dates of
meetings and attendance of Directors at such
meeting are given in the Corporate Governance
Report.

j. Board ESG Committee

In order to meet UN Sustainable Development
Goals (UN-SDG) and Best Global Practices,
the Company has constituted the Board ESG
Committee.

The Board ESG Committee will work with all the
other Board Committees to assist the Board
in fulfilling its responsibilities. The objective
of the Committee is to consider the material
environmental, social and governance issues
relevant to the Company''s business activities and
support the Company in maintaining its position
as a global leader in ESG performance.

The role of the Committee is to support the Board

in: -

• Understanding how Company''s ability to
create value is impacted by environmental,
social and governance issues - monitoring
external ESG trends and understanding
associated risks and opportunities.

• Understanding the expectations of key
stakeholders.

• Reviewing the performance and results
of key ESG investor Initiatives / surveys
and global benchmarks - Overseeing the
implementation of key initiatives identified,
or areas for improvement identified

from ESG investor surveys and global
benchmarks.

• Considering emerging ESG issues to
understand their materiality with regard to
Company''s long term value creation.

• Review and Evaluate the Overall Business
strategy from an ESG impact perspective.

• To monitor and review if the Sustainable
development goals are integrated into any
new Business strategy or new business
initiatives.

• Assist the NRC Committee to review the
performance of senior management from an
ESG deliverable perspective.

• To review the progress of key initiatives
being implemented by the GHG Reduction
strategy Committee.

The committee currently comprises of following

members of the Board:

Name	Designation
Ms. Divya Dinesh Nandwana	Chairman
Mr. Hari Chand Mittal	Member

9. Directors and Key Managerial Personnel

None of the Independent Directors had any pecuniary
relationship or transactions with the Company during
Financial Year 2024-25. In the opinion of the Board,
all the Independent Directors possess required
qualifications, integrity, expertise and experience
(including proficiency) for the position and they fulfill
the conditions of independence as specified in the
Companies Act, 2013 and Listing Regulations and are
independent of the management.

They also bring in the required skill, competence
and expertise that allow them to make effective
contributions to the Board and its committees.

None of the Directors or Key Managerial Personnel
(KMP) of the Company are related to each other inter¬
se, except Mr. Vedant Dinesh Nandwana, Managing
Director, and Ms. Divya Dinesh Nandwana, Whole-Time
Director, who are siblings.

In terms of Section 203 of the Companies Act, 2013,
the following are the Key Managerial Personnel of the
Company:

- Mr. Vedant Dinesh Nandwana - Managing
Director

- Ms. Divya Dinesh Nandwana - Whole Time
Director

- Mr. Ajay Jangid - Chief Financial Officer

- Mr. Amit Gadgil - Company Secretary &
Compliance Officer

In the opinion of the Board, that all existing independent
directors continue to possess the requisite
qualifications, integrity, expertise, and experience
necessary for the effective discharge of their duties.

Further, Mr. Amit Sabarwal, Executive Director &

Group CEO, resigned from the Board with effect from
December 03, 2025. Ms. Sujata Chattopadhyay, Non¬
Executive Independent Director, retired from the Board
with effect from March 31,2025, and Mr. S. N. Kaushik,
Non-Executive Independent Director, tendered his
resignation with effect from July 04, 2025.

As per the information available with the Company, none
of the Directors of the Company are disqualified for
being appointed as a Directors as specified in Section
164(1) and 164(2) of the Companies Act, 2013.

10. Declaration of Independence

The Company has received the necessary declaration
from each Independent Director in accordance with
Section 149(7) of the Companies Act, 2013 read with
Regulation 25(8) of the SEBI Listing Regulations, that

he/she meets the criteria of independence as laid out
in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change
in the circumstances which may affect their status as
Independent Directors of the Company and the Board
is satisfied with the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the
Companies Act, 2013 and applicable rules thereunder)
of all Independent Directors on the Board. Further,
in terms of Section 150 of the Companies Act, 2013
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included
their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs
of Company. Further, all the Independent Directors
have complied with the Code for Independent Directors
prescribed in Schedule IV of the Companies Act, 2013
and the Code of Conduct for Directors and senior
management.

11. Independent Directors Databank Registration:

Pursuant to a notification dated October 22, 2019 issued
by the Ministry of Corporate Affairs, all Independent
directors of the Company have registered themselves
with online databank for Independent Directors
maintained by Indian Institute of Corporate Affairs
(IICA).

12. Online Proficiency Self-Assessment Test:

Pursuant to the Companies (Appointment and
Qualification of Directors) Fifth Amendment Rules, 2020,
Mr. S N Kaushik and Ms. Savita Dattatray Keni will be
completing this test in accordance with the provisions
of Section 152 of the Companies Act, read with Rule 6
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

13. Particulars of Employees and Other Disclosure

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are annexed
herewith as "Annexure 3".

In terms of Section 136 of the Act, the Annual Report
and Accounts are being sent to the Members, excluding
the information on employees'' particulars which
is available for inspection by the Members at the
Registered Office of the Company during the business
hours on working days of the Company. Any member
interested in obtaining such particulars may write to
the Company Secretary at the Registered Office of the
Company.

14. Auditors And Reports

The matters related to Auditors and their Reports are as
under:

Statutory Auditor

Members of the Company at the AGM held on
September 27, 2022, approved the appointment of M/s.
S. K. Patodia & Associates., Chartered Accountants,
Mumbai (Firm Registration No. 112723W), as the
statutory auditors of the Company until the conclusion
of 37th AGM of the Company to be held in the year
2027.

The report of the Statutory Auditor forms part of this
Integrated Report and Annual Accounts 2024-25.

The said report does not contain any qualification,
reservation, adverse remark or disclaimer.

Secretarial Auditor

Mr. Mehul Raval, Practicing Company Secretary, was
appointed to conduct Secretarial Audit of the Company
for the financial year 2024 - 2025 as required under
Section 204 of the Companies Act, 2013 and the rules
thereunder. The Secretarial Audit Report for the financial
year ended March 31,2025, is annexed herewith as
"Annexure 6" to this Report.

The Secretarial Auditor''s Report does not contain
any qualifications, reservations, or adverse remark or
disclaimer.

In accordance with the provisions of Regulation 24A of
SEBI Listing Obligations and Disclosure Requirements
Regulations, 2015, Secretarial Audit Report of material
unlisted Indian subsidiary of the Company namely,
Vakrangee Finserve Limited is provided as "Annexure -
7" to this Report.

15. Vigil Mechanism / Whistle Blower Policy

In accordance with the provisions of Section 177(9) of
the Companies Act, 2013, the Company has established
an effective Vigil Mechanism to enable Directors and
Employees to report genuine concerns in a transparent
and secure manner.

The Company has adopted a Vigil Mechanism / Whistle
Blower Policy, which extends its applicability not only
to Directors and Employees, but also to Franchisees,
Business Partners, Vendors, and other third parties. This
policy enables individuals to report concerns related
to unethical behavior, suspected or actual fraud, or
violations of the Company''s Code of Conduct & Ethics,
without fear of retaliation.

The policy provides for adequate safeguards against
victimization of individuals who avail themselves of this
mechanism and ensures direct access to the Chairman
of the Audit Committee for reporting such concerns. It

is hereby affirmed that no personnel have been denied
access to the Audit Committee during the year under
review.

The Vigil Mechanism / Whistle Blower Policy is
available on the Company''s website at: https://
vakrangee.in/policies_and_guidelines.html.

16. Disclosure Under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

Vakrangee maintains a zero-tolerance policy towards
sexual harassment at the workplace. The Company
has adopted a policy on prevention, prohibition, and
redressal of sexual harassment at workplace in line with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 and the Rules made thereunder, as amended
from time to time. The Company has complied with the
provisions relating to the constitution of the Internal
Complaints Committee as per the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year 2024 - 25, no
complaints on sexual harassment were received.

We hereby state and confirm that, the Company has
constituted an internal complaints committee to redress
complaints received regarding sexual harassment
under provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013.

17. Disclosure Pursuant to Companies (Accounts)
Second Amendment Rules, 2025

In compliance with the recent amendment introduced by
the Ministry of Corporate Affairs through the Companies
(Accounts) Second Amendment Rules, 2025, notified
vide circular dated May 30, 2025, the Company hereby
makes the following disclosures in the Board''s Report
for the financial year ended March 31,2025:

i. Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH Act):

The Company has a zero-tolerance policy towards
sexual harassment at the workplace and has
constituted an Internal Complaints Committee as
per the provisions of the POSH Act. The following
is the summary of complaints received and
disposed of during the financial year:

Number of sexual harassment complaints received	NIL
Number of complaints disposed of	NIL
Number of complaints pending for	NIL
more than 90 days

ii. Compliance under the Maternity Benefit Act, 1961:

The Company affirms that it has complied with the
applicable provisions of the Maternity Benefit Act,
1961, including but not limited to:

a) Grant of maternity leave to eligible
employees,

b) Provision for nursing breaks, and

c) Ensuring protection against dismissal
during maternity leave and other associated
entitlements.

18. Subsidiaries

As on March 31,2025, the Company had four wholly
owned subsidiaries viz, Vakrangee Finserve Limited,
Vakrangee Digital Ventures Limited, Vortex Engineering
Private Limited and Vakrangee e-Solutions INC,
Philippines.

There are no associate or joint venture companies
within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act”).

In accordance with Section 129(3) of the Companies
Act, 2013, the Company has prepared consolidated
financial statements of the Company, which form part
of this Annual Report. Further, a statement containing
the salient features of the Financial Statements of
Subsidiary Companies in prescribed Form AOC - 1 is
annexed herewith as "Annexure 2".

In accordance with Section 136 of the Companies Act,
2013, the Audited Financial Statements, including the
Consolidated Financial Statements and related of
the company and its subsidiaries are available on the
website of the Company at www.vakrangee.in.

These documents will also be available for inspection
during business hours at the registered office of the
Company. Any member desirous of obtaining a copy of
the said financial statements may write to the Company

As on March 31,2025, as per the provisions of Listing
Regulations, as per immediately preceding accounting
year, Vakrangee Finserve Limited is a material subsidiary
company.

The Company has adopted Policy on determining
Material Subsidiaries which is available on the website
of the Company at https://www.vakrangee.in/policies_
and_guidelines.html.

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the
Vakrangee Limited, incorporated in September 2011

with a focus on working as Business Correspondent for
various Banks under the Business Correspondent (BC)
Model of Reserve Bank of India (2006) in the area of
Financial Inclusion. The Company has already signed
agreements with various PSU Banks and their Rural
Regional banks to carry out BC services for these banks
in identified Rural, Semi-Urban and Urban areas. The
services include bank activities such as opening of Bank
Accounts, Deposits, Withdrawals and Remittances,
etc. Besides, the Company would provide Business
Facilitator Services to these Banks which involve
mobilization of deposits and loans.

Vakrangee Digital Ventures Limited

Vakrangee Digital Ventures Limited provides an online
digital platform to enable seamless services for the
consumer at the comfort of their homes. Through this,
the company has evolved into the unique O2O (Online to
Offline) platform, whereby there is Assistance available
through the Physical Kendra network along with Digital
Online Services.

Vakrangee e-Solutions INC

The Company holds 100% of Equity Share Capital of
Vakrangee e-Solutions INC which was incorporated in
the financial year 2009-10 in Philippines for exploring
various e-Governance opportunities in Philippines.

The first contract under the initiative was "Land Titling
Computerization Project”, under which it completed
scanning, digitization and encoding of more than 15
million title deeds for the Government of Philippines. The
prestigious LTCP project was successfully executed,
through deployment of world class technology and more
than 8500 manpower resources to digitize land titles
from 168 Districts of Philippines.

Vortex Engineering Private Limited

During the financial year ended March 31,2025, the
Company has completed the acquisition of 7,04,197
equity share capital of Vortex Engineering Private
Limited ("Vortex”) on various dates. Consequently,

Vortex has been considered a subsidiary of the
Company for the purpose of consolidation w.e.f. June
4, 2024. . This strategic move supports backwards
integration, creating new growth opportunities while
tapping into cost synergies and leveraging advanced
technological capabilities.

Vortex, an India-based technology pioneer incubated
at IIT-Madras, is renowned for its expertise in low-
power ATMs. The company operates from its Chennai
headquarters, where it maintains an annual production
capacity of over 12,000 ATMs and has successfully

deployed over 14,000 ATMs across diverse geographies.
It holds nine patents in the ATM and cash dispenser
space under the Make in India and Atma Nirbhar
Bharat initiatives. It has developed its cash dispenser
units, which deliver the lowest lifecycle cost among its
competitors.

Additionally, Vortex has created ''PERFO'', a proprietary,
advanced remote ATM monitoring software tool that
is cross-platform and cross-vendor, strengthening its
intellectual property portfolio.

This strategic acquisition enhances Vakrangee''s
operational oversight and cost efficiency while opening
a new B2B growth channel in both domestic and global
ATM markets. With rising demand for secure, energy-
efficient, and advanced ATM solutions, Vakrangee is
well-positioned to scale operations, improve profit
margins, and diversify its revenue streams. This initiative
further accelerates Vakrangee''s transition from a
distribution-focused service model to a comprehensive
provider of digital financial infrastructure, expanding
both its technological capability and geographic reach.

19. Management Discussion and Analysis Report

Management discussion and Analysis Report for the
year under review, as required under the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements), Regulations, 2015 is forming
part of this Annual Report.

20. Directors'' Responsibility Statement

Your Board of Directors hereby state that:

a) in the preparation of the annual accounts, for
the financial year ended March 31,2025, the
applicable accounting standards have been
followed and that no material departures have
been made from the same;

b) they 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 profits of the Company for that period;

c) they have 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;

d) they have prepared the annual accounts on a
going concern basis;

e) they have laid down internal financial controls for
the Company and such internal financial controls
are adequate and operating effectively; and

f) they have devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and
operating effectively.

21. Material Changes and Commitment if Any
Affecting the Financial Position of the
Company

No material changes or commitments affecting the
financial position of the Company have occurred after
the end of financial year till the date of signing of this
Report.

Further, there has been no change in the nature of the
Company''s business during the financial year 2024-25.

22. Contracts or Arrangements with Related
Parties

During the year under review, all contracts,
arrangements, and transactions entered into by the
Company with related parties were in the ordinary
course of business and conducted on an arm''s length
basis. There were no material related party transactions
as defined under Section 188 of the Companies Act,
2013, read with the Companies (Meetings of Board and
its Powers) Rules, 2014.

Further, the Company did not enter into any contracts,
arrangements, or transactions with related parties
which could be considered material, in accordance with
the Company''s Policy on Materiality of Related Party
Transactions. Accordingly, the disclosure under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is
not applicable.

Members may refer to Note 42 of the Financial
Statements, which provides disclosures of related party
transactions as required under Ind AS.

There were no materially significant related party
transactions during the year that may have had a
potential conflict with the interests of the Company at
large.

The Company''s Policy on Materiality of Related
Party Transactions and Dealing with Related Party
Transactions, as approved by the Board, is available
on the Company''s website at: https://vakrangee.in/

policies_and_guidelines.html. The Policy ensures that
an appropriate framework for reporting, approval, and
disclosure is in place for all related party transactions.

23. Business Responsibility and Sustainability
Report

A separate section on Business Responsibility and
Sustainability Report forms part of this Annual Report
as required under Regulation 34(2)(f) of SEBI Listing
Obligations and Disclosure Requirements Regulations,
2015.

24. Insolvency and Bankruptcy Code, 2016

During the Financial Year ended March 31,2025 neither
any application nor any processing has been initiated
against the company under Insolvency and Bankruptcy
Code, 2016.

25. Particulars of Loans Given, Investments Made,
Guarantees Given or Securities Provided by the
Company

Particulars of Loans, Guarantees and Investments
covered under provisions of section 186 of the Act, if
any, are given in the notes to the Financial Statements.

26. Internal Financial Control and Their Adequacy

The Company has an Internal Control System,
commensurate with the size, scale and complexity of
its operations. The internal control systems, comprising
of policies and procedures are designed to ensure
sound management of your Company''s operations,
safekeeping of its assets, optimal utilization of
resources, reliability of its financial information and
compliance. Based on the report of Internal Audit
function, corrective actions are undertaken in the
respective areas and thereby strengthen the controls.

The statutory auditors of the Company have audited the
financial statements included in this annual report and
have issued a report on our internal financial controls
over financial reporting as defined in Section 143 of the
Act.

27. Employees Stock Option Scheme

The Company has in place Employees Stock Option
Scheme ("ESOP Scheme'''') namely, ESOP scheme 2014.

The ESOP Scheme of the Company is in compliance
with the SEBI (Share Based Employee Benefits)
Regulations, 2014 ("the Regulations”) and no material
changes in the scheme were carried out during the year
under review.

The details required to be disclosed under SEBI
Guidelines are available on Company''s website www.
vakrangee.in.

28. Extract of Annual Return

The Annual Return of the Company as on 31st March,
2025 in Form MGT - 7 in accordance with Section 92(3)
of the Act read with the Companies (Management and
Administration) Rules, 2014, would be available on the
website of the Company at i.e. www.vakrangee.in. By
virtue of amendment to Section 92(3) of the Act read
with the Companies (Management and Administration)
Rules, 2014 the company is not required to provide the
extract of Annual Return as part of Board Report.

29. Significant and Material Orders Passed by the
Regulators or Courts

During the year under review, no significant and material
orders were passed by the Regulators, Securities
Exchange Board of India, Stock Exchanges, Tribunal or
Courts which impact the going concern status and the
Company''s operations in future.

30. Environment, Health and Safety

The Company considers it is essential to protect the
Earth and limited natural resources as well as the health
and wellbeing of every person. The Company strives to
achieve safety, health and environmental excellence in
all aspects of its business activities.

31. Cyber Security

The Company has established requisite technologies,
processes and practices designed to protect networks,
computers, programs and data from external attack,
damage or unauthorized access. The Company is
conducting training programs for its employees at
regular intervals to educate the employees on safe
usage of the Company''s networks, digital devices
and data to prevent any data breaches involving
unauthorized access or damage to the Company''s
data. The Information Technology Department of the
Company is in a constant process of taking feedback
from the employees and updating the cyber security
protocols.

32. Human Resources Development and Industrial
Relations

The Company takes pride in the commitment,
competence and dedication shown by its employees
in all areas of Business. The Company is committed to
nurturing, enhancing and retaining top talent through

superior Learning and Organizational Development.

This is a part of Corporate HR function and is a critical
pillar to support the Organization''s growth and its
sustainability in the long run.

The Company has introduced employee-friendly policies
which have aided in retaining and hiring the best talents
in the organization. The Company gives importance to
Rewarding and Recognizing (R&R) the well-deserved
employee by felicitating them during R&R functions. The
Company has introduced employee wellness schemes
to boost the productivity of employees at work. The
company has given various performance-based
incentives to employees upon meeting the targets set
by the organization, hereby boosting the morale of the
employees.

The company provides full medical support to
employees in case of any life threating / critical illness.

33. Affirmation on Compliance of Secretarial
Standards

The Company hereby affirms that during the year
under review, the Company has complied with all
the applicable Secretarial standards i.e. SS-1 and
SS-2, relating to ''Meetings of the Board of Directors''
and ''General Meetings'' respectively (including any
modifications or amendments thereto) issued by the
Institute of Company Secretaries of India.

34. Reporting of Frauds

During the financial year under the review neither the
Statutory Auditor nor the Secretarial Auditor reported
to the Audit Committee and / or Board under Section
143(12) of the Act and the rules made thereunder any
instances of the fraud committed against the Company
by its officers or employees, the details of which needs
to be mentioned in the Board Report.

35. Disclosure with Respect to Maintenance of
Cost Records

Your Company doesn''t fall within the scope of Section
148(1) of the Companies Act, 2013 and hence does
not require to maintain cost records as specified by the
Central Government.

36. Transfer to Investor Education and Protection
Fund

As required under section 124 of the Act, Unclaimed
dividend amount aggregating to '' 30,36,656/- pertaining
to financial year ended on March 31,2017, lying with the
Company for a period of seven years was transferred

during the financial year 2024-25, to Investor Education
and Protection Fund (IEPF) established by the Central
Government.

Further, as required under section 124 of the Act,
1,46,574 equity shares, in respect of which dividend
has not been claimed by the members for seven
consecutive years or more, have been transferred by
the Company to the Investor Education and Protection
Fund Authority during the financial year 2024-25. No of
shares transferred Details of shares transferred have
been uploaded to the website of IEPF as well as the
Company.

The Company has appointed Mr. Amit Gadgil, as the
Nodal Officer to ensure compliance with the IEPF Rules.

The details of unpaid and unclaimed amounts lying with
the Company is available on the Company''s website: -
www.vakrangee.in

37. Integrated Report

The Company, being one of the top 1000 companies
in the country in terms of market capitalization as on
financial year end, has voluntarily provided Integrated
Report, which encompasses both financial and
non-financial information to enable the members
to take well-informed decisions and have a better
understanding of the Company''s long-term perspective.

The Report also touches upon aspects such as
organization''s strategy, governance framework,
performance and prospects of value creation based
on the six forms of capital viz. financial capital,
manufactured capital, intellectual capital, human capital,
social and relationship capital and natural capital.

38. Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and
Outgo

In accordance with the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, required information
relating to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo is
given as hereunder:

• Conservation of Energy

The Operations of the Company are not energy
intensive. However, measures have been taken
to reduce energy consumption by using efficient
computers, IT Assets and other Equipment with
latest technologies.

the steps taken or impact on conservation	Our corporate headquarters has been developed in alignment with green
of energy	building principles, showcasing our commitment to energy conservation and sustainability. The facility is equipped with several energy-efficient features and green technologies, including rooftop solar panels for renewable energy generation, solar thermal systems, chiller waste heat recovery units, and solar- powered peripheral lighting systems. The building''s design, primarily comprising glass facades, allows for optimal use of natural daylight, significantly reducing the need for artificial lighting. Energy-efficient LED lighting has been installed throughout the premises to further enhance electricity savings. Notably, the entire energy requirement of our corporate office is met through Green-wheeling, reinforcing our dedication to clean energy usage.
	Additionally, our extensive Vakrangee Kendra network integrates sustainability into service delivery by offering biometric-enabled digital banking, ATM services, financial products, insurance, e-Governance solutions, and a range of e-Commerce offerings. These services are made accessible within local communities, often within walking distance, thereby reducing the dependence on fuel-powered transportation. Our hybrid operational model, which blends physical presence with digital accessibility, plays a pivotal role in supporting our eco-friendly initiatives by minimizing the environmental impact of service access and delivery.
the steps taken by the company for	During the financial year 2024-25, the Company made notable progress in
utilising alternate sources of energy	adopting sustainable energy solutions. A total of__kWh of renewable solar energy was generated at our corporate office during the year. Furthermore, we proudly achieved 100% Green Consumer Certification from Tata Power, reinforcing our dedication to clean and renewable energy usage. These initiatives reflect our unwavering commitment to environmental stewardship, sustainability, and responsible energy management.
the capital investment on energy conservation equipment''s	Nil capital investment on energy conservation equipment''s in FY2024-25.

Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount
importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped
maintain margins.

the efforts made towards technology absorption	The Company actively monitors advancements in technology and regularly evaluates opportunities for adoption and integration. Continuous efforts are made to upgrade systems and processes in line with emerging technological trends. During the year, the Company maintained its strong focus on quality enhancement and service excellence by embracing relevant technological improvements to drive operational efficiency and customer satisfaction.
the benefits derived like product	a.	Significant enhancement in overall productivity and reduction in production
improvement, cost reduction, product		turnaround time.
development or import substitution	b.	Expansion and diversification of the service portfolio to better meet evolving customer needs.
	c.	Improved quality and performance of existing products and services through continuous innovation.
	d.	Achieved notable cost efficiencies through process optimization and technology-driven initiatives.

in case of imported technology (imported during the last three years reckoned from the beginning of FY)-		Not Applicable
(a)	the details of technology imported;
(b)	the year of import;
(c)	whether technology been fully absorbed;
(d)	if not fully absorbed, areas where absorption has not taken place & reasons thereof; and
the expenditure incurred on Research and Development		As per the established Accounting Policy expenditure incurred on Research & Development remains merged with the respective heads.

Foreign Exchange Earnings and Outgo

Particulars	31st March, 2025	31st March, 2024
	('' In Lakhs)	('' In Lakhs)
Foreign Exchange Earnings	0.11	0.05
Foreign Exchange Outgo	Nil	Nil

CAUTIONARY STATEMENT

Statements in the Board''s Report describing the Company''s objectives, expectations or forecasts may be forward looking within
the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the
statement. Important factors that could influence the Company''s operations include global and domestic demand and supply,
input costs, availability, changes in government regulations, tax laws, economic developments within the country and other
factors such as litigation and industrial relations.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors thank the Company''s employees, customers, franchisees, vendors, investors for their continuous support. The
Directors appreciate and value the contribution made by every employee of the Vakrangee family. Our consistent growth was
made possible by their hard work, solidarity, co-operation and support.

On behalf of the Board of Directors

Ms. Divya Dinesh Nandwana Mr. Vedant Dinesh Nandwana

Executive Chairperson Managing director

(DIN: 08085537) (DIN: 08420950)

Date: July 25, 2025 Date: July 25, 2025

Place: Mumbai Place: Mumbai

---

Mar 31, 2024

Your Directors are pleased to present 34^th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31,2024.

1. PERFORMANCE OF THE COMPANY

The Company''s performance is summarized below:

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	2023-2024	2022-2023 |	2023-2024	2022-2023
Revenue from Operations	18,363.66	16,451.34	21,258.21	19,730.23
Other Income	187.65	102.64	233.89	140.25
Profit / Loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	2,805.61	1,930.44	2,872.08	1,970.91
Less: Depreciation/ Amortisation/ Impairment	1,569.08	1,551.36	1,569.08	1,551.36
Profit/Loss before Finance Costs, Exceptional items and Tax Expense	1,236.53	379.08	1,303.00	419.55
Less: Finance Costs	771.17	151.53	771.17	151.53
Profit /Loss before Exceptional items and Tax Expense	465.36	227.55	531.83	268.02
Add/(Less): Exceptional Expense	54.44	--	54.44	--
Profit /Loss before Tax Expense	519.80	227.55	586.27	268.02
Less: Tax Expense (Current & Deferred)	133.14	167.54	151.01	167.54
Profit /Loss for the year (1)	386.66	60.01	435.26	100.48
Total Comprehensive Income/Loss (2)	(11.46)	(51.44)	(3.98)	(36.61)
Total (1 2)	375.20	8.57	431.28	63.87
Balance of profit /loss for earlier years	6,042.75	6,512.48	10,177.23	10,606.48
Less: Transfer to Reserves		-		--
Less: Dividend paid on Equity Shares	(529.76)	(529.75)	(529.76)	(529.75)
Less: Dividend Distribution Tax		-		-
Add: Derecognition of subsidiary		-		-
Less: Transfer on Demerger		-		-
Balance carried forward	5,899.65	6,042.75	10,082.73	10,177.23

• PERFORMANCE

Standalone:

Your Company''s total income during the year under review was C 18551.31 Lakhs as compared to C 16553.98 Lakhs in the previous year. The Profit after tax was C386.66 Lakhs as compared to C60.01 Lakhs in the previous year.

Consolidated:

Your Company''s total income during the year under review was C21492.10 Lakhs as compared to C19870.48 Lakhs in the previous year. The Profit after tax was C435.26 Lakhs as compared to C100.48 Lakhs in the previous year.

2. STATE OF COMPANY''S AFFAIRS

Today, Vakrangee has emerged as the "Go To Market Platform" for the Rural India for our various Business verticals including the new age Fintech and Digital platforms. We are Building One of India''s Largest Last Mile Distribution Platform and emerging as the Physical plus Digital Eco-system with a PAN INDIA Presence.

Vakrangee is one of the largest franchisee-based, multi-service retail network. We are focused on creating India''s extensive network of last-mile retail outlets at every postal code in the country, enabling Indians to benefit from financial, social and digital inclusion. The essence of Vakrangee lies in its unwavering determination to see that every Indian has the opportunity to benefit from financial inclusion and access to the global marketplace. As a means to achieve our goal, we have bundled modern-day conveniences into our new franchisee-model of Next-Gen Vakrangee Kendra. Vakrangee through its services has tried to bridge the gap between the rural and urban India by providing essentialities such as Banking and ATM services, online shopping, online demat & trading account services, Total healthcare services -including unlimited tele & video consultation with expert doctors, home blood test facility and doorstep delivery of medicines to minimize the potential threat to the health and safety of the Vakrangee franchisees and customers present at remotest locations.

The Company has launched a Mobile Super App based business platform primarily targeting Rural India : BharatEasy App, India ka Super App. We have made live and activated some of the key services like Online Shopping, Online Agriculture products, Total

Healthcare services, Online Demat Account opening, CIBIL credit score rating services as well as Online PAN Card application services.

A unique differentiator and a Sustainable Competitive advantage is whereby our Digital Super App platform would be able to leverage the Vakrangee On-Ground Eco-system - a vast well diversified pan India level physical store network of Vakrangee as point of Physical Assistance especially to consumers to Semi Urban and rural remote locations.

Vakrangee Digital ventures shall leverage the Vakrangee Eco-system:

• Strong Brand Recall: Vakrangee Kendra enjoys good positive NPS among users (Our NPS score is 68% as per Redseer Research)

• Access to Existing Vakrangee Customer base

• Access to Existing network of 21,653 outlets for Physical Assistance and Consumer Awareness

This Unique Proposition of Digital along with Physical: "Phygital" would help the Digital channel to scale up fast and would significantly reduce the costs related to acquiring customers, physical assistance, order fulfilling and Return management of online orders. Further, leveraging physical presence would result into better customer interaction, strong Brand recall and better service experience and Trust for the customers.

During the year, we have introduced the exclusive district level Master Franchisee initiatives. We have strengthened our operations by appointing Master Franchisees in 437 Districts across 28 States, who provide essential support to the existing franchisee outlets and facilitate new franchise acquisitions. We ensure that each district-level Franchisee is connected to their respective District-level Master Franchisee. These Master Franchisees play a pivotal role in overseeing and ensuring operational compliance for the franchisees within their assigned districts. They take on the responsibility of monitoring the entire process from start to finish, maintaining a keen focus on operational standards and adherence to our established guidelines. This interconnected structure allows for effective supervision and support, ensuring that our franchisees operate in alignment with our organizational objectives and deliver high-quality services to our valued customers.

Additionally, we have expanded our reach by establishing 21,653 active transacting Vakrangee Kendras across 31 States & UTs covering 571 districts, and 5444 postal codes. More than 83% of these outlets are in Tier IV, Tier V and Tier VI sites.

The Company''s planned target is to have a last mile presence across all postal codes, covering each and every Gram Panchayat in the country. As we move forward to expand our network of Vakrangee Kendras across India, we believe that our growing network will benefit immensely from a regimented degree of standardization and consistency, in terms of the quality of our facilities, and in terms of the service levels we offer our customers. Our aim is to become India''s largest rural distribution platform.

By 2030, we plan to have 100% Pan India coverage through our Physical Vakrangee Kendra outlet network along with BharatEasy Digital Mobile App. Our target is to reach 3 lakh outlets along with Minimum 15,000 ATMs.

We are currently Building a Pan India District level Master franchisee network which would result in strong on-ground operational management as well as Higher scalability in future. We Plan to achieve 100% District level Master Franchisee coverage by March 2025. With this, Our plan is to achieve a Revenue target of US$ 1 Billion by 2030 along with a Gross Transaction Value of more than US$ 150 Billion.

Further, your Company has been successful in benchmarking Company''s performance on a wide range of industry specific economic, environmental, governance and social criteria that are relevant to the growing focus on Business sustainability and financially relevant to the corporate success. Global recognition reflects company''s commitment to further enhance its corporate governance and transparency standards. Company has achieved Global recognition across various platforms for its superior ESG performance and long term Business sustainability.

The Company has been ranked World''s No.1 Company in the Software industry based on Sustainalytics ESG Assessment. Vakrangee Limited has also been honored to be included in this year''s Sustainability Yearbook 2022, published by S&P Global. Vakrangee has earned "S&P Global Bronze Class" spot in the yearbook in the Corporate Sustainability Assessment (CSA) survey. The Sustainability Yearbook 2022, published by S&P Global is one of the world''s most comprehensive publications

providing in-depth analysis on corporate responsibility. This annual ranking showcases the sustainability performance of the world''s largest companies in each industry as determined by their score in the annual Corporate Sustainability Assessment (CSA).

The Company has been ranked No. 13 in the global industry ranking and also ranked No. 9 Company in the Corporate Governance global industry ranking based on S&P Global ESG Score

At Vakrangee, we have always attempted to be a Responsible and Socially Conscious company. This rating is a validation of our belief and commitment to our Business model of Nextgen Vakrangee Kendras. Through our network of kendras, we are taking the financial and digital literacy to the bottom of the socioeconomic pyramid and serving as the last-mile link to connect India''s unserved and underserved rural and urban citizens by offering them the same products and services at the same time, competitive price and same service levels. We are acting as the biggest equaliser by bridging the gap between the urban and rural population in India.

We have mapped our sustainability initiatives with the United Nation''s Sustainable Development Goals. The goals are a blueprint to achieve a better tomorrow. Our aim is to efficiently adopt these goals and address the global challenges, which includes poverty, inequality, climate, environmental degradation, prosperity, and peace and justice.

Vakrangee Limited has been accepted as a Signatory of the United Nations Global Compact. We are now part of a global network of over 9,500 companies and 3,000 non-business participants that are committed to building a sustainable future.

The UN SDG goals are interconnected, and we intend to implement them in order to make the world a better place. We believe that businesses can have a positive impact on the societies they serve. Our principles of sustainability define how Vakrangee delivers responsible and sustainable growth.

• Your Company''s Membership number for United Nations Global Compact is as follows: Participant ID - 138851

• Vakrangee''s Impact Sustainability & ESG (Impact -ESG) - https://vakrangee.in/overview.html

• COP (Communication on Progress) Policy -https://vakrangee.in/pdf/Franchisee/overview/ Communication%20of%20Progress%20(COP)%20 Policy.pdf

Update on Business Operations

Our financial results has been reported on Post demerger basis. We have witnessed growth in terms of Revenue & Profitability on YoY basis post demerger. However, our Profitability has been impacted as we are re-investing our Operational cash flows for enhancing Franchisee incentives as well as building a Pan India district level Master Franchisee network.

Our Total Income stood (Standalone) at C 183.64 crore in FY2023-24 as against C 164.51 crore for the corresponding last year, registering a growth of 11.63%. PAT stood at C3.87 crore. Cash Profit Stood at C 19.56 Crore. Our Full Year GTV (Gross Transaction value) crossed C55,000 crores and Total number of Transactions crossed 13.20 crores.

Our Current Focus has been on Expanding our Presence through Building Master Franchisee network & to Strengthen our First Mover Advantage. We are currently Building a Pan India District level Master franchisee network which would result in strong on-ground operational management as well as better scalability in future. Further, we also believe our Brand awareness and store awareness has increased significantly post COVID-19 pandemic as our kendras have been open and are providing key essential services in their neighborhoods, due to which we believe we shall emerge as the store of choice for our customers for all their Essential needs.

With the development of the Digital Economy, India is fastly moving towards Digital Payment Mechanisms and Emerging as a Cashless Society. With the fast pace of digital payment penetration, Cash transactions such as ATM & Banking transactions are expected to witness slow down. Therefore, there would be profitability & viability challenges for standalone business models such as only White Label ATMs, only Banking (AEPS) provider, only Money Transfer providers which are dependent on cash transactions.

Vakrangee is future ready with a clear focus on building long term sustainable & profitable business model with focus on Non-Cash based Banking Offering such as

Account Opening, Loan Product, Insurance Services, Fixed Deposits & NPA Recovery Further, we have No dependency on single line of product or services and have a Wide portfolio of product & services such as Online Shopping, Total Healthcare Services, Bill Payments, Online Travel Services, Mobile Recharges, CIBIL Score services, Pan Card Services, Online Opening of Demat & Trading Account Opening Services and many more

Further, we have a strong foothold & Brand presence in Rural India and our customers trust us with their day to day Banking needs. During FY2024, we opened — 14.1 lakh bank accounts, 13.8 lakh Insurance / Pension polices and did more than 8.4 crore banking transactions with a Gross Transaction value of C43,172 crores. There is a huge Underpenetrated Rural market with huge Retail & MSME Customer Base. Further, there is Lack of trust within the current Rural Customer base. Therefore, Physical Presence & Assistance is a Key Differentiator.

Going forward, we are well structured to transition into a Neo Bank as we plan to launch Neo Banking services through our BharatEasy Mobile super app platform. Through this, we are focused to evolve into a unique O2O (Online to Offline) platform, whereby there would be Assistance available through the Physical Kendra network along with Digital Neo-Banking Services. Further we have strong existing Retail customer base in Rural India and we are focused on affordable pricing and unique online to offline consumer experience.

Update on Business Strategy : Update on acquisition of Vortex Engineering Private Limited

The Company has completed the acquisition of —79% equity share capital of Vortex Engineering Private Limited from the IFC, Tata Capital Innovation Fund, Aavishkaar India Investors & other Shareholder ("Seller"). The Company is in process for acquisition of another — 14% equity share capital of Vortex Engineering Private Limited from other shareholders of the Company and post-acquisition the total shareholding will increase to —93%.

This is a strategic investment which will help the Company to have a backward integration in place and thereby unlocking future growth opportunities, leverage the cost synergies and technology know-how.

About Vortex Engineering -

• India-based ATM technology company incubated by IIT-Madras. Headquarters and manufacturing facility are in Chennai, India with annual production capacity of over 12,000 ATMs.

• 9 patents in field of ATM/Cash Dispensers (Make in India - Atma Nirbhar Bharat).

• ''PERFO'' (IP Product Play) - An advanced remote ATM monitoring software tool ''PERFO'', which is a cross-platform, cross-vendor offering, growing at 100% CAGR from last 3 years.

Update on Scheme of Arrangement for demerger

Scheme of Arrangement for Demerger of E-Governance & IT/ITES Business (Demerged undertaking) of VAKRANGEE LIMITED (''Demerged Company'') into VL

E-GOVERNANCE & IT SOLUTIONS LIMITED

(''Resulting Company'') and their respective Shareholders ("Scheme") was approved by the Hon''ble National Company Law Tribunal, Mumbai Bench, vide its order dated May 19, 2023. The Scheme of Arrangement for Demerger is effective from May 26, 2023.

Pursuant to the above scheme, shareholders of the Demerged Company were allotted shares in the ration of every Ten (10) Equity Shares of the face value of C1/-each fully paid up held in the Demerged Company One (1) new Equity share of the Resulting Company of the face value of '' 10/- each fully paid up which were subsequently listed on BSE and NSE on August 14,

2023.

3. DIVIDEND

Your Directors are pleased to recommend a dividend of C0.05/- per equity share of C1/- each (@5%) fully paid up of the Company (previous year C0.05/- per equity share of C1/- each fully paid up of the Company), subject to the approval by the shareholders at the forthcoming Annual General Meeting.

The total dividend payout will be of C538.92 Lakhs. No amount is proposed to be transferred to the reserves.

The dividend payout is in accordance with company''s Dividend Distribution Policy. The Dividend Distribution Policy as adopted by the Company is annexed herewith as "Annexure 1". The policy is also available on the web-site of the Company, ittps://www. vakrangee.in/policies_and_guidelines.html.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on March 31,2024 was ?105,95,13,290/- comprising of 105,95,13,290 equity shares of C1/- each.

Your Company, on March 30, 2024 have allotted 60000000 convertible warrants on preferential basis to two allottees. After closure of the financial year 2024 and till date of signing this report, V and V Trading Private Limited, one of the allottees, have opted for conversion of 18316567 warrants into equity shares. Further, company have also allotted 8350 no of equity shares to its eligible employees under the ESOP scheme in place.

5. PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

6. SUBSIDIARIES

As on March 31, 2024, the Company had three wholly owned subsidiaries viz, Vakrangee Finserve Limited, Vakrangee Digital Ventures Limited and Vakrangee e-Solutions INC, Philippines.

There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Form AOC - 1 is annexed herewith as "Annexure 2".

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its subsidiaries are available on the website of the Company at vww. vakrangee.in.

These documents will also be available for inspection during the business hours at the registered office of

the Company. Any member desirous of obtaining the copy of the said financial statements may write to the Company.

As on March 31,2024, as per the provisions of Listing Regulations, as per immediately preceding accounting year, Vakrangee Finserve Limited is a material subsidiary company.

The Company has adopted Policy on determining Material Subsidiaries which is available on the website of the Company at https://www.vakrangee.in/policies_ and_guidelines.html.

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the Business Correspondent (BC) Model of Reserve Bank of India (2006) in the area of Financial Inclusion. The Company has already signed agreements with various PSU Banks and their Rural Regional banks for carrying out BC services for these banks in identified Rural, Semi-Urban and Urban areas. The services include bank activities such as opening of Bank Accounts, Deposits, Withdrawals and Remittances, etc. Besides, the Company would provide Business Facilitator Services to these Banks which involve mobilization of deposits and loans.

Vakrangee Digital Ventures Limited

Vakrangee Digital Ventures Limited provides an online digital platform to enable seamless services for the consumer at the comfort of their homes. Through this, the company has evolved into the unique O2O (Online to Offline) platform, whereby there is Assistance available through the Physical Kendra network along with Digital Online Services.

Vakrangee e-Solutions INC

The Company holds 100% of Equity Share Capital of Vakrangee e-Solutions INC which was incorporated in the financial year 2009-10 in Philippines for exploring various e-Governance opportunities in Philippines.

The first contract under the initiative was "Land Titling Computerization Project", under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines. The prestigious LTCP project was successfully executed, through deployment of world class technology and

more than 8500 manpower resources to digitize land titles from 168 Districts of Philippines.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report.

8. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Board of Directors hereby state that:

a) in the preparation of the annual accounts, for the financial year ended March 31,2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they 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 profits of the Company for that period;

c) they have 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

9. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report.

The requisite certificate from M/s. SARK and Associates LLP., Company Secretaries, confirming compliance with

the conditions of Corporate Governance has been included in the said Report.

A Certificate from the Managing Director & Group CEO and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

10. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)

(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

• Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other Equipments with latest technologies.

• Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

• Foreign Exchange Earnings and Outgo

Particulars	31st March, 2024 (D In Lakhs)	31st March, 2023 (D In Lakhs)
Foreign Exchange Earnings	0.05	0.11
Foreign Exchange Outgo	Nil	Nil

11. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as "Annexure 3".

In terms of Section 136 of the Act, the Annual Report and Accounts are being sent to the Members, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2023-24. In the opinion of the Board, all the Independent Directors possess required qualifications, integrity, expertise and experience (including proficiency) for the position and they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management.

They also bring in the required skill, competence and expertise that allow them to make effective contributions to the Board and its committees.

None of the Directors or Key Managerial Personnel (KMP) of the Company are related inter-se except Ms. Divya Nandwana and Mr. Vedant Nandwana.

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

- Mr. Dinesh Nandwana, Managing Director & Group CEO

- Dr. Nishikant Hayatnagarkar, Whole Time Director

- Mr. Ajay Jangid, Chief Financial Officer

- Mr. Sachin Khandekar, Company Secretary & Compliance Officer (up to June 15, 2024)

- Mr. Amit Gadgil - Company Secretary & Compliance Officer (w.e.f August 12, 2024)

In the opinion of the Board, the independent directors appointed during the year possesses the required qualifications, integrity, expertise and experience for the position.

Further, at the meeting of the Board of Directors held on August 12, 2024, the Board have considered and approved the following changes:

Resignation Of Directors:

Mr. Dinesh Nandwana - Managing Director and Group CEO

Dr. Nishikant Hayatnagarkar - Executive Director

Mr. Ramesh Joshi - Independent Director

Mr. B L Meena - Independent Director

Mr. Avinash Vyas - Independent Director

Mr. Sunil Agarwal - Independent Director

Appointment of Directors:

Ms. Divya Nandwana - Executive Chairperson Mr. Vedant Nandwana - Managing Director Mr. Amit Sabarwal - Executive Director & Group CEO Mr. S N Kaushik - Independent Director Ms. Savita Keni - Independent Director

In the opinion of the Board, Mr. S N Kaushik and Ms. Savita Keni possess required qualifications, integrity, expertise and experience (including proficiency) for the position and they fulfill the conditions of independence.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

13. DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations affirming 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 LODR 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.

14. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS

The Board met at least once in each quarter and 4 meetings of the Board were held during the year and the maximum time gap between two Board meetings

did not exceed the time limit prescribed in the Act and SEBI LODR 2015.

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.

b. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act,

2013 and SEBI LODR 2015, the Nomination and Remuneration and Compensation Committee (NRC) has carried out Board Evaluation i.e. evaluation of the performance of: (i) the Board as a whole and its Committees, and (ii) individual directors (including independent directors).

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated.

The performance evaluation of the Chairman, NonIndependent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting.

The evaluation has been done as per the process laid in the "Policy for Evaluation of performance of the Board of Directors of Vakrangee Limited" (herein after referred to as "Charter") adopted by the Board, based on structured questionnaires for performance evaluation.

c. AUDIT COMMITTEE

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR 2015. All the Members, including the Chairman of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.

During the year under review, the Board has accepted all the recommendations of the Audit Committee.

The Company Secretary of the Company acts as Secretary of the Committee.

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

d. NOMINATION & REMUNERATION AND COMPENSATION COMMITTEE

The Company has duly constituted Nomination and Remuneration and Compensation Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR 2015.

The Board has framed a Nomination and Remuneration and Compensation Policy including fixation of criteria for selection and appointment of Directors,

Key Managerial Personnel and Senior Management Personnel. The same has been annexed herewith as "Annexure 4". The Policy is also uploaded on the web-site of the Company at link: https://vakrangee.in/ policies_and_guidelines.html.

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

e. RISK MANAGEMENT COMMITTEE

Pursuant to Regulation 21 of SEBI LODR 2015, the Company have constituted a Risk Management Committee to review and mitigate risk factors. The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company''s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks associated with the Company include Rapid Changes in Technology, Heavy Dependence on Franchisee Model, Legal Risk, Financial Reporting Risk, Risk of Corporate Accounting Fraud, Cyber attack and data leakage.

The composition of the Committee was re-constituted on September 3, 2023 with the following members:

1. Ms. Sujata Chattopadhyay - Chairperson

2. Mr. Dinesh Nandwana - Member

3. Dr. Nishikant Hayatnagarkar - Member

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

f. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 the Company has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company. The Company during FY 2023-24 undertook CSR activities by spending the earmarked amount in the fields of Social Awareness, Health Care and Education. The CSR Committee evaluates various proposals diligently and then selects few of them.

Based on the recommendation of the CSR Committee, in respect of unspent CSR amount the Company identified the ongoing project and the Company in compliance with section 135(5) and 135(6) of the Companies Act, 2013 has transferred an unspent amount of 13.72 Lakhs in a separate Unspent CSR Account.

With respect to the unspent CSR amount for the financial year 2023-24, the Board of Directors would like to state that the CSR Committee has put in its best efforts and considered/evaluated various proposals diligently and had selected few of them.

The Board is fully confident that the overall CSR spends in these projects would fully meet the guidelines.

The CSR Policy of the Company is available on the Company''s website https://www.vakrangee.in/ policies_and_guidelines.html.

The Board has constituted a CSR committee inter-alia to define and monitor budgets to carry out CSR activities, to decide CSR projects or activities to be undertaken and to oversee such projects.

CSR Committee comprises of following:

Name	Designation
Mr. Dinesh Nandwana	Managing Director & Group CEO
Mr. Ramesh Joshi	Independent Director
Mr. Sunil Agarwal	Independent Director

Further, the disclosures as required under Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 has been enclosed to this Report in "Annexure 5".

g. STAKEHOLDERS RELATIONSHIP COMMITTEE

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR 2015, the Company has constituted Stakeholders Relationship Committee. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

h. BOARD ESG COMMITTEE

In order to meet UN Sustainable Development Goals (UN-SDG) and Best Global Practices, the Company has constituted the Board ESG Committee.

The Board ESG Committee will work with all the other Board Committees to assist the Board in fulfilling its responsibilities. The objective of the Committee is to consider the material environmental, social and governance issues relevant to the Company''s business activities and support the Company in maintaining its position as a global leader in ESG performance.

The role of the Committee is to support the Board in: -

• Understanding how Company''s ability to create value is impacted by environmental, social and governance issues - monitoring external ESG trends and understanding associated risks and opportunities.

• Understanding the expectations of key stakeholders.

• Reviewing the performance and results of key ESG investor Initiatives / surveys and global benchmarks - Overseeing the implementation of key initiatives identified, or areas for improvement identified from ESG investor surveys and global benchmarks.

• Considering emerging ESG issues to understand their materiality with regard to Company''s long term value creation.

• Review and Evaluate the Overall Business strategy from an ESG impact perspective.

• To monitor and review if the Sustainable development goals are integrated into any new Business strategy or new business initiatives.

• Assist the NRC Committee to review the performance of senior management from an ESG deliverable perspective.

• To review the progress of key initiatives being implemented by the GHG Reduction strategy Committee.

The committee currently comprises of following members of the Board:

Name	Designation
Mr. Avinash Vyas	Chairman
Mr. Ramesh Joshi	Member
Ms. Sujata Chattopadhyay	Member

During the year under review, total 1 (one) meeting of the ESG Committee were held on 29.05.2023 and following is the table showing attendance for the same. The details of meeting attended by its members is as follows:

Name of the Director	Category	No. of meetings held	No. of meetings attended
Mr. Avinash Vyas	Chairman	1	1
Mr. Ramesh Joshi	Member	1	1
Mrs. Sujata Chattopadhyay	Member	1	1

15. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditor

M/s. S. K. Patodia & Associates., Chartered Accountants, Mumbai (Firm Registration No. 112723W) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 32^nd AGM held on September 27, 2022 until the conclusion of the 37^th Annual General Meeting to be held in the calendar year 2027.

The Auditor''s Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Auditor

M/s. SARK & Associates LLP, Company Secretaries, was appointed to conduct Secretarial Audit of the Company for the financial year 2023 - 2024 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit Report for the financial year ended March 31,2024 is annexed herewith as "Annexure 6" to this Report.

The Secretarial Auditor''s Report do not contain any qualifications, reservations, adverse remark or disclaimer.

In accordance with the provisions of Regulation 24A of SEBI LODR 2015, Secretarial Audit Report of material unlisted Indian subsidiary of the Company namely, Vakrangee Finserve Limited is provided as "Annexure - 7" to this Report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism / Whistle Blower Policy through which the Directors and Employees, Franchisees, Business Partners, Vendors or any other third parties making a Protected Disclosure under this Policy may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is placed on the website of the Company at ttps:// vakrangee.in/policies_and_guidelines.html

17. 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. During the year 2023 - 24, no complaints on sexual harassment were received.

We hereby state and confirm that, the Company has constituted an internal complaints committee to redress complaints received regarding sexual harassment under provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statement relate and the date of this report.

There was no change in company''s nature of business during the FY 2023 - 24.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, all contracts / arrangements / transactions entered by the Company were in Ordinary Course of the Business and on Arm''s Length basis. There were no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The members may refer Note. 42 to the Financial Statements which sets out Related Party disclosures pursuant to Ind AS. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company''s website https://vakrangee.in/policies_ and_guidelines.html. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A separate section on Business Responsibility and Sustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI LODR 2015.

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act, if any, are given in the notes to the Financial Statements.

22. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. The statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

23. EMPLOYEES STOCK OPTION SCHEME

The Company has in place Employees Stock Option Scheme (''ESOP Scheme'''') namely, ESOP scheme 2014. The ESOP Scheme of the Company is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 ("the Regulations") and no material changes in the scheme was carried out during the year under review.

The details required to be disclosed under SEBI Guidelines are available on Company''s web-site www. vakrangee.in.

24. EXTRACT OF ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, would be available on the website of the Company at i.e. www.vakrangee.in

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges,

Tribunal or Courts which impact the going concern status and the Company''s operations in future.

26. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation''s growth and its sustainability in the long run.

The Company has introduced employee-friendly policies which have aided in retaining and hiring the best talents in the organization. The Company gives importance to Rewarding and Recognizing (R&R) the well-deserved employee by felicitating them during R&R functions. The Company has introduced employee wellness schemes to boost the productivity of employees at work. The company has given various performance-based incentives to employees upon meeting the targets set by the organization, hereby boosting the morale of the employees.

The company provides full medical support to employees in case of any life threating / critical illness.

27. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

28. REPORTING OF FRAUDS

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

29. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesn''t fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

3U. TRANSFER IU INVESTOR EDUCATION AND PROTECTION FUND

As required under section 124 of the Act, Unclaimed dividend amount aggregating to C 19,98,777/-pertaining to financial year ended on March 31,2016 lying with the Company for a period of seven years was transferred during the financial year 2023-24, to Investor Education and Protection Fund (IEPF) established by the Central Government.

Further, as required under section 124 of the Act,

35,081 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority during the financial year 2023-24. No of shares transferred Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

The Company has appointed Mr. Amit Gadgil, as the Nodal Officer to ensure compliance with the IEPF Rules.

The details of unpaid and unclaimed amounts lying with the Company is available on the Company''s website:- www.vakrangee.in

31. INSOLVENCY AND BANKRUPTCY DISCLOSURE

The Company has not made any application or no proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year and hence not being commented upon.

32. 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.

During the Financial Year under review, there has been no incident of one time settlement for loan taken from

the banks of financial institutions and hence not being commented upon.

33. INTEGRATED REPORT

The Company being one of the top 1000 companies in the country in terms of market capitalization as on financial year end, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the members to take well informed decisions and have a better understanding of the Company''s long term perspective.

The Report also touches upon aspects such as organisation''s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

CAUTIONARY STATEMENT

Statements in the Board''s Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors thank the Company''s employees, customers, franchisees, vendors, investors for their continuous support. The Directors appreciate and value the contribution made by every employee of the Vakrangee family. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

On behalf of the Board of Directors

Dinesh Nandwana Nishikant Hayatnagarkar

Place: Mumbai Managing Director & Group CEO Whole Time Director

Date: 12/08/2024 (DIN: 000062532) (DIN: 000062638)

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Mar 31, 2023

The Directors are pleased to present 33^rd Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31,2023.

1. Performance of the Company

The Company''s performance is summarized below:

Financial Results

(Rs. in Lakhs)
Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from Operations	16451.34	10740.60	19730.23	19380.68
Other Income	102.64	196.28	140.25	354.26
Profit / Loss before Depreciation, Finance Costs, Exceptional items and Tax Expense	1930.44	826.56	1970.91	2174.46
Less: Depreciation/ Amortisation/ Impairment	1551.36	1545.57	1551.36	1545.57
Profit/Loss before Finance Costs, Exceptional items and Tax Expense	379.08	(719.01)	419.55	628.88
Less: Finance Costs	151.53	--	151.53	-
Profit /Loss before Exceptional items and Tax Expense	227.55	(719.01)	268.02	628.88
Add/(Less): Exceptional Expense	--	(168.66)	--	(168.66)
Profit /Loss before Tax Expense	227.55	(887.67)	268.02	460.22
Less: Tax Expense (Current & Deferred)	167.54	110.79	167.54	459.80
Profit /Loss for the year (1)	60.01	(998.46)	100.48	0.42
Total Comprehensive Income/Loss (2)	(51.44)	2.22	(36.61)	7.03
Total (1 2)	8.57	(996.24)	63.87	7.45
Balance of profit /loss for earlier years	6512.48	192641.07	10606.48	195441.61
Less: Transfer to Reserves	-	-	--	--
Less: Dividend paid on Equity Shares	(529.75)	(1059.41)	(529.75)	(1059.41)
Less: Dividend Distribution Tax	-	-	-	-
Add: Derecognition of subsidiary	-	-	-	294.59
Less: Transfer on Demerger	-	(184070.72)	-	(184070.72)
Balance carried forward	6042.75	6512.48	10177.23	10606.48

Performance

Standalone:

Your Company''s total income during the year under review was '' 16553.98 Lakhs as compared to '' 10936.88 Lakhs in the previous year. The Profit after tax was '' 60.01 Lakhsas compared to '' (998.46) Lakhs in the previous year.

Consolidated:

Your Company''s total income during the year under review was '' 19870.48 Lakhs as compared to '' 19734.95 Lakhs in the previous year. The Profit after tax was '' 100.48 Lakhs as compared to '' 0.42 Lakhs in the previous year.

2. State of Company''s Affairs

Today, Vakrangee has emerged as the "Go To Market Platform” for the Rural India for our various Business verticals including the new age Fintech and Digital platforms. We are Building One of India''s Largest Last Mile Distribution Platform and emerging as the Physical plus Digital Eco-system with a PAN INDIA Presence.

Vakrangee is one of the largest franchisee-based, multiservice retail network. We are focused on creating India''s extensive network of last-mile retail outlets at every postal code in the country, enabling Indians to benefit from financial, social and digital inclusion. The essence of Vakrangee lies in its unwavering determination to see that every Indian has the opportunity to benefit from financial inclusion and access to the global marketplace. As a means to achieve our goal, we have bundled modern-day conveniences into our new franchisee-model of Next-Gen Vakrangee Kendra. Vakrangee through its services has tried to bridge the gap between the rural and urban India by providing essentialities such as Banking and ATM services, online shopping, online demat & trading account services, Total healthcare services -including unlimited tele & video consultation with expert doctors, home blood test facility and doorstep delivery of medicines to minimize the potential threat to the health and safety of the Vakrangee franchisees and customers present at remotest locations.

The Company has launched a Mobile Super App based business platform primarily targeting Rural India : BharatEasy App, India ka Super App. We have made live and activated some of the key services like Online Shopping, Online Agriculture products, Total Healthcare services, Online Demat Account opening, CIBIL credit score rating services as well as Online PAN Card application services.

A unique differentiator and a Sustainable Competitive advantage is whereby our Digital Super App platform would be able to leverage the Vakrangee On-Ground Eco-system - a vast well diversified pan India level physical store network of Vakrangee as point of Physical Assistance especially to consumers to Semi Urban and rural remote locations.

Vakrangee Digital ventures shall leverage the Vakrangee Eco-system:

• Strong Brand Recall: Vakrangee Kendra enjoys good positive NPS among users (Our NPS score is 68% as per Redseer Research)

• Access to Existing Vakrangee Customer base

• Access to Existing network of 20,000 outlets for Physical Assistance and Consumer Awareness

This Unique Proposition of Digital along with Physical: "Phygital” would help the Digital channel to scale up fast and would significantly reduce the costs related to acquiring customers, physical assistance, order fulfilling and Return management of online orders. Further, leveraging physical presence would result into better customer interaction, strong Brand recall and better service experience and Trust for the customers.

During the year, we have introduced the exclusive district level Master Franchisee initiatives. We have strengthened our operations by appointing Master Franchisees in 234 Districts across 27 States, who provide essential support to the existing franchisee outlets and facilitate new franchise acquisitions. We ensure that each district-level Franchisee is connected to their respective District-level Master Franchisee. These Master Franchisees play a pivotal role in overseeing and ensuring operational compliance for the franchisees within their assigned districts. They take on the responsibility of monitoring the entire process from start to finish, maintaining a keen focus on operational standards and adherence to our established guidelines. This interconnected structure allows for effective supervision and support, ensuring that our franchisees operate in alignment with our organizational objectives and deliver high-quality services to our valued customers.

Additionally, we have expanded our reach by establishing 20,399 active transacting Vakrangee Kendras across 29 States

& UTs covering 566 districts, and 5159 postal codes. More than 79% of these outlets are in Tier IV, Tier V and Tier VI sites.

The Company''s planned target is to have a last mile presence across all postal codes, covering each and every Gram Panchayat in the country. As we move forward to expand our network of Vakrangee Kendras across India, we believe that our growing network will benefit immensely from a regimented degree of standardization and consistency, in terms of the quality of our facilities, and in terms of the service levels we offer our customers. Our aim is to become India''s largest rural distribution platform.

By 2030, we plan to have 100% Pan India coverage through our Physical Vakrangee Kendra outlet network along with BharatEasy Digital Mobile App. Our target is to reach 3 lakh outlets along with Minimum 15,000 ATMs.

We are currently Building a Pan India District level Master franchisee network which would result in strong on-ground operational management as well as Higher scalability in future. We Plan to achieve 100% District level Master Franchisee coverage by March 2024. With this, Our plan is to achieve a Revenue target of US$ 1 Billion by 2030 along with a Gross Transaction Value of more than US$ 150 Billion.

Further, your Company has been successful in benchmarking Company''s performance on a wide range of industry specific economic, environmental, governance and social criteria that are relevant to the growing focus on Business sustainability and financially relevant to the corporate success. Global recognition reflects company''s commitment to further enhance its corporate governance and transparency standards. Company has achieved Global recognition across various platforms for its superior ESG performance and long term Business sustainability.

In 2022, Vakrangee has been recognized by Sustainalytics as an ESG Global 50 Top Rated company. Vakrangee Limited has been identified as a top ESG performer out of more than 4,000 comprehensive companies that Sustainalytics cover in the global universe. Vakrangee Limited has also been honored to be included in this year''s Sustainability Yearbook 2022, published by S&P Global. Vakrangee has earned "S&P Global Bronze Class” spot in the yearbook in the Corporate Sustainability Assessment (CSA) survey. The Sustainability Yearbook 2022, published by S&P Global is one of the world''s most comprehensive publications providing in-depth analysis on corporate responsibility. This annual ranking showcases the sustainability performance of the world''s largest companies in each industry as determined by their score in the annual Corporate Sustainability Assessment (CSA). In 2022 S&P Global has assessed over 7,500 companies across 61 industries this year.

At Vakrangee, we have always attempted to be a Responsible and Socially Conscious company. This rating is a validation of our belief and commitment to our Business model of Nextgen Vakrangee Kendras. Through our network of kendras, we are taking the financial and digital literacy to the bottom of the socioeconomic pyramid and serving as the last-mile link to connect India''s unserved and underserved rural and urban citizens by offering them the same products and services at the same time, competitive price and same service levels.

We are acting as the biggest equaliser by bridging the gap between the urban and rural population in India.

We have mapped our sustainability initiatives with the United Nation''s Sustainable Development Goals. The goals are a blueprint to achieve a better tomorrow. Our aim is to efficiently adopt these goals and address the global challenges, which includes poverty, inequality, climate, environmental degradation, prosperity, and peace and justice.

Vakrangee Limited has been accepted as a Signatory of the United Nations Global Compact. We are now part of a global network of over 9,500 companies and 3,000 non-business participants that are committed to building a sustainable future.

The UN SDG goals are interconnected, and we intend to implement them in order to make the world a better place.

We believe that businesses can have a positive impact on the societies they serve. Our principles of sustainability define how Vakrangee delivers responsible and sustainable growth.

• Your Company''s Membership number for United Nations Global Compact is as follows: Participant ID - 138851

• Vakrangee''s Impact Sustainability & ESG (Impact -ESG) - https://vakrangee.in/overview.html

• COP (Communication on Progress) Policy -https://vakrangee.in/pdf/Franchisee/overview/ Communication%20of%20Progress%20(COP)%20 Policy.pdf

Update on Business Operations

Our financial results has been reported on Post demerger basis. We have witnessed growth in terms of Revenue & Profitability on YoY basis post demerger. However, our Profitability has been impacted as we are re-investing our Operational cash flows for enhancing Franchisee incentives as well as building a Pan India district level Master Franchisee network.

Our Total Income stood (Standalone) at '' 165.54 crore in FY2022-23 as against '' 109.37 crore for the corresponding last year, registering a growth of 51.36%. PAT stood at '' 0.60 crore. Our Full Year GTV (Gross

Transaction value) crossed '' 51,000 crores and Total number of Transactions crossed 12.23 crores.

Our Current Focus has been on Expanding our Presence through Building Master Franchisee network & to Strengthen our First Mover Advantage. We are currently Building a Pan India District level Master franchisee network which would result in strong on-ground operational management as well as better scalability in future. Further, we also believe our Brand awareness and store awareness has increased significantly post COVID-19 pandemic as our kendras have been open and are providing key essential services in their neighborhoods, due to which we believe we shall emerge as the store of choice for our customers for all their Essential needs.

With the development of the Digital Economy, India is fastly moving towards Digital Payment Mechanisms and Emerging as a Cashless Society. With the fast pace of digital payment penetration, Cash transactions such as ATM & Banking transactions are expected to witness slow down. Therefore, there would be profitability & viability challenges for standalone business models such as only White Label ATMs, only Banking (AEPS) provider, only Money Transfer providers which are dependent on cash transactions.

Vakrangee is future ready with a clear focus on building long term sustainable & profitable business model with focus on Non-Cash based Banking Offering such as Account Opening, Loan Product, Insurance Services,

Fixed Deposits & NPA Recovery Further, we have No dependency on single line of product or services and have a Wide portfolio of product & services such as Online Shopping, Total Healthcare Services, Bill Payments, Online Travel Services, Mobile Recharges, CIBIL Score services, Pan Card Services, Online Opening of Demat & Trading Account Opening Services and many more

Further, we have a strong foothold & Brand presence in Rural India and our customers trust us with their day to day Banking needs. During FY2023, we opened ~17 lakh bank accounts, 11 lakh Insurance / Pension polices and did more than 7.1 crore banking transactions with a Gross Transaction value of '' 38,730 crores. There is a huge Underpenetrated Rural market with huge Retail & MSME Customer Base. Further, there is Lack of trust within the current Rural Customer base. Therefore, Physical Presence & Assistance is a Key Differentiator.

Going forward, we are well structured to transition into a Neo Bank as we plan to launch Neo Banking services through our BharatEasy Mobile super app platform. Through this, we are focussed to evolve into a unique

O2O (Online to Offline) platform, whereby there would be Assistance available through the Physical Kendra network along with Digital Neo-Banking Services. Further we have strong existing Retail customer base in Rural India and we are focussed on affordable pricing and unique online to offline consumer experience.

Update on Scheme of Arrangement for demerger

The Board of Directors at their meeting held on November 12, 2021, considered and approved to restructure the business of the Demerged Company by way of a Scheme of Arrangement for Demerger ("Scheme”) whereby the E-Governance & IT/ITES Business (Demerged Undertaking) of Vakrangee Limited ("Demerged Company”) will be demerged into the VL E-Governance & IT Solutions Limited (formerly know as Vakrangee Logistics Private Limited) ("Resulting Company”) as a going concern basis.

Pursuant to the above scheme, shareholders of the Demerged Company shall get in respect of every Ten (10) Equity Shares of the face value of Re. 1/- each fully paid up held in the Demerged Company One (1) new Equity share of the Resulting Company of the face value of '' 10/- each fully paid up which shall be listed on BSE and NSE.

Scheme of Arrangement for Demerger of E-Governance & IT/ITES Business (Demerged undertaking) of VAKRANGEE LIMITED (''Demerged Company'') into VL E-GOVERNANCE & IT SOLUTIONS LIMITED (''Resulting Company'') and their respective Shareholders ("Scheme”) was approved by the Hon''ble National Company Law Tribunal, Mumbai Bench, vide its order dated May 19, 2023. The Scheme of Arrangement for Demerger is effective from May 26, 2023.

Pursuant to the Scheme of Arrangement for Demerger, June 15, 2023, was fixed as Record Date, for the purpose of determining the eligibility of the Equity Shareholders of Vakrangee Limited (''the Company''), to whom the fully paid-up Equity Shares of '' 10/- each, of VL E-Governance & IT Solutions Limited (Resulting Company) will be issued and allotted in consideration of Demerger of E-Governance & IT/ITES Business (Demerged undertaking) of Vakrangee Limited, in the ratio of 1 (one) Equity Share of '' 10/- each of the VL E-Governance & IT Solutions Limited, for every 10 (Ten) Equity Share of Re. 1/- each held in Vakrangee Limited

The Board of Directors of VL E-Governance & IT Solutions Limited ("the Resulting Company”) in their meeting held on June 23, 2023 approved the allotment of 10,59,51,329 (Ten Crores Fifty Nine Lakhs Fifty One Thousand Three Hundred Twenty Nine) Equity Shares of '' 10/- each of VL E-Governance & IT Solutions Limited, credited as

fully paid up to the equity shareholders of the Demerged Company - Vakrangee Limited whose names were there in the Register of Members as on the Record date i.e. on 15^th June, 2023.

Vakrangee Limited now consists of existing business of Vakrangee Kendra physical outlets as well as Digital platform of BharatEasy Mobile Super app. Vakrangee Kendra Business is now a pure Retail centric Consumer facing and Asset Light Franchisee led business model.

3. Dividend

Your Directors are pleased to recommend a dividend of '' 0.05/- per equity share of Re. 1/- each fully paid up of the Company (previous year '' 0.05/- per equity share of Re. 1/- each fully paid up of the Company), subject to the approval by the shareholders at the forthcoming Annual General Meeting.

The total dividend payout will be of '' 529.75 Lakhs. No amount is proposed to be transferred to the reserves.

The dividend payout is in accordance with company''s Dividend Distribution Policy. The Dividend Distribution Policy as adopted by the Company is annexed herewith as "Annexure 1". The policy is also available on the website of the Company, https://www.vakrangee.in/policies_ and_guidelines.html.

4. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31,2023 was '' 105,95,13,290/- comprising of

105.95.13.290 equity shares of Re. 1/- each.

On March 20, 2023, the Company had issued and allotted 13,500 equity shares having face value of Re.1/- each to the employees of the Company upon conversion of stock options resulting in increase in Equity Share Capital of the Company from 105,94,99,790 equity shares to

105.95.13.290 equity shares. The details of the said allotment is as under:

Name of ESOP Scheme	Date of Grant of options	Grant Price (in '')	No. of Shares allotted
ESOP 2014	09-10-2019	14.175	4,400
ESOP 2014	05-10-2018	14.38	8,500
ESOP 2014	03-01-2019	18.025	600
	Total		13,500

5. Public Deposits

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

6. Subsidiaries

As on March 31, 2023, the Company had four wholly owned subsidiaries viz, Vakrangee Finserve Limited, VL E-Governance & IT Solutions Limited (erstwhile known as Vakrangee Logistics Private Limited), Vakrangee Digital Ventures Limited and Vakrangee e-Solutions INC, Philippines.

There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act”).

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Form AOC - 1 is annexed herewith as "Annexure 2".

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its subsidiaries are available on the website of the Company at www. vakrangee.in.

These documents will also be available for inspection during the business hours at the registered office of the Company. Any member desirous of obtaining the copy of the said financial statements may write to the Company.

As on March 31, 2023, as per the provisions of Listing Regulations, as per immediately preceding accounting year, Vakrangee Finserve Limited is a material subsidiary company.

The Company has adopted Policy on determining Material Subsidiaries which is available on the website of the Company at https://www.vakrangee.in/policies_and_ guidelines.html.

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the Business Correspondent (BC) Model of Reserve Bank of India (2006) in the area of

Financial Inclusion. The Company has already signed agreements with various PSU Banks and their Rural Regional banks for carrying out BC services for these banks in identified Rural, Semi-Urban and Urban areas. The services include bank activities such as opening of Bank Accounts, Deposits, Withdrawals and Remittances, etc. Besides, the Company would provide Business Facilitator Services to these Banks which involve mobilization of deposits and loans.

VL E-Governance & IT Solutions Limited (erstwhile known as Vakrangee Logistics Private Limited)

VL E- Governance & IT Solutions Limited, incorporated in March 2016, was a wholly owned subsidiary of Vakrangee Limited.

VL E-Governance & IT Solutions Limited was wholly owned subsidiary of Vakrangee Limited. The Hon''ble NCLT has vide order dated May 19, 2023 approved the Scheme of Arrangement for demerger of E-Governance & IT/ITES Business (Demerged undertaking) of VAKRANGEE LIMITED (''Demerged Company'') into VL E GOVERNANCE & IT SOLUTIONS LIMITED (''Resulting Company'') and their respective Shareholders ("Scheme”). Pursuant to the Scheme of Arrangement (the ''Scheme''), duly sanctioned by the NCLT, Mumbai Bench, vide its Order dated May 19, 2023 (''Order'') with effect from the Appointed Date, i.e, April 1, 2021, the business of E-Governance and IT/lTES stands transferred to and vested in VL E- Governance and IT Solutions Limited as a going concern. In accordance with Sections 230 to 232 of the Companies Act, 2013, the Company filed the NCLT Order with the Ministry of Company Affairs (MCA) on May 26, 2023. Consequent to the filing, the scheme became effective from May 26,2023.

As a consequence of this Scheme of Arrangement for demerger of E-Governance & IT/ITES Business (Demerged undertaking) of VAKRANGEE LIMITED (''Demerged Company'') into VL E GOVERNANCE & IT SOLUTIONS LIMITED (''Resulting Company'') and their respective Shareholders ("Scheme”), VL E-Governance & IT Solutions Limited is no longer considered a subsidiary of Vakrangee Limited.

Vakrangee Digital Ventures Limited

Vakrangee Digital Ventures Limited provides an online digital platform to enable seamless services for the consumer at the comfort of their homes. Through this, the company has evolved into the unique O2O (Online to Offline) platform, whereby there is Assistance available through the Physical Kendra network along with Digital Online Services.

Vakrangee e-Solutions INC

The Company holds 100% of Equity Share Capital of Vakrangee e-Solutions INC which was incorporated in the financial year 2009-10 in Philippines for exploring various e-Governance opportunities in Philippines.

The first contract under the initiative was "Land Titling Computerization Project”, under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines.

The prestigious LTCP project was successfully executed, through deployment of world class technology and more than 8500 manpower resources to digitize land titles from 168 Districts of Philippines.

7. Management Discussion And Analysis Report

Management discussion and Analysis Report for the year under review, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report.

8. Directors'' Responsibility Statement

Your Board of Directors hereby state that:

a) in the preparation of the annual accounts, for the financial year ended March 31,2023, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they 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 profits of the Company for that period;

c) they have 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

9. Corporate Governance

The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report.

The requisite certificate from M/s. S.K. Jain & Co., Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance has been included in the said Report.

A Certificate from the Managing Director & Group CEO and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

10. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

• Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other Equipments with latest technologies.

• Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

• Foreign Exchange Earnings and Outgo

('' in Lakhs)
Particulars	31st March, 2023	31st March, 2022
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	Nil	Nil

11. Particulars Of Employees And Other Disclosure

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as "Annexure 3".

In terms of Section 136 of the Act, the Annual Report and Accounts are being sent to the Members, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

12. Directors And Key Managerial Personnel

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2022-23. In the opinion of the Board, all the Independent Directors possess required qualifications, integrity, expertise and experience (including proficiency) for the position and they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management.

They also bring in the required skill, competence and expertise that allow them to make effective contributions to the Board and its committees.

None of the Directors or Key Managerial Personnel (KMP) of the Company are related inter-se.

In terms of Section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel of the Company:

- Mr. Dinesh Nandwana, Managing Director & Group CEO

- Dr. Nishikant Hayatnagarkar, Whole Time Director

- Mr. Ajay Jangid, Chief Financial Officer

- Mr. Sachin Khandekar, Company Secretary & Compliance Officer

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Mr. Dinesh Nandwana, Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

13. Declaration Of Independence

All Independent Directors have given declarations affirming 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 LODR 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.

14. Disclosures Related to Board, Committees and Policies

a. Board Meetings

The Board met at least once in each quarter and 5 meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act and SEBI LODR 2015.

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.

b. Performance Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Nomination and Remuneration and Compensation Committee (NRC) has carried out Board Evaluation i.e. evaluation of the performance of: (i) the Board as a whole and its Committees, and (ii) individual directors (including independent directors).

The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated.

The performance evaluation of the Chairman, NonIndependent Directors and the Board as a whole was carried out by the Independent Directors at their separate meeting.

The evaluation has been done as per the process laid in the "Policy for Evaluation of performance of the Board of Directors of Vakrangee Limited” (herein after referred to as "Charter”) adopted by the Board, based on structured questionnaires for performance evaluation.

c. Audit Committee

The Board has well-qualified Audit Committee,

the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR 2015.

All the Members, including the Chairman of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.

During the year under review, the Board has accepted all the recommendations of the Audit Committee.

The Company Secretary of the Company acts as Secretary of the Committee.

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

d. Nomination & Remuneration And Compensation Committee

The Company has duly constituted Nomination and Remuneration and Compensation Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR 2015.

The Board has framed a Nomination and Remuneration and Compensation Policy including fixation of criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The same has been annexed herewith as "Annexure 4". The Policy is also uploaded on the web-site of the Company at link: https://vakrangee.in/policies_and_guidelines.html.

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

e. Risk Management Committee

Pursuant to Regulation 21 of SEBI LODR 2015, the Company have constituted a Risk Management Committee to review and mitigate risk factors.

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company''s business and document

their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks associated with the Company include Rapid Changes in Technology, Heavy Dependence on Franchisee Model, Legal Risk, Financial Reporting Risk, Risk of Corporate Accounting Fraud, Cyber attack and data leakage.

The composition of the Committee was reconstituted on October 21,2022 with the following members:

1. Ms. Sujata Chattopadhyay - Chairperson

2. Mr. Dinesh Nandwana - Member

3. Dr. Nishikant Hayatnagarkar - Member

4. Ms. Kshitija Tambave - Member

The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

f. Corporate Social Responsibility Committee (CSR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act,

2013 the Company has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company. The Company during FY 2022-23 undertook CSR activities by spending the earmarked amount in the fields of Social Awareness, Health Care and Education. The CSR Committee evaluates various proposals diligently and then selects few of them.

Based on the recommendation of the CSR Committee, in respect of unspent CSR amount the Company identified the ongoing project and the Company in compliance with section 135(5) and 135(6) of the Companies Act, 2013 has transferred an unspent amount of '' 56.41 Lakhs in a separate Unspent CSR Account.

With respect to the unspent CSR amount for the financial year 2022-23, the Board of Directors would like to state that the CSR Committee has put in its best efforts and considered/evaluated various proposals diligently and had selected few of them.

The Board is fully confident that the overall CSR spends in these projects would fully meet the guidelines.

Pursuant to the Scheme of Arrangement for

Demerger of E-Governance & IT/ITES Business (Demerged undertaking) of VAKRANGEE LIMITED (''Demerged Company'') into VL E-GOVERNANCE & IT SOLUTIONS LIMITED (''Resulting Company'') and their respective Shareholders ("Scheme”), duly sanctioned by the National Company Law Tribunal, Mumbai Bench, vide its Order dated May 19,2023 (''Order'') with effect from the Appointed Date, i.e., April 1, 2021, Accordingly, the audited financial statements for the respective years were considered for CSR calculations. The CSR liability for the financial year 2022-23 prior to demerger has been fully met by Vakrangee Limited (Demerged Company).

The CSR Policy of the Company is available on the Company''s website https://www.vakrangee.in/ policies_and_guidelines.html.

The Board has constituted a CSR committee inter-alia to define and monitor budgets to carry out CSR activities, to decide CSR projects or activities to be undertaken and to oversee such projects.

CSR Committee comprises of following:

Name	Designation
Mr. Dinesh Nandwana	Managing Director & Group CEO
Mr. Ramesh Joshi	Independent Director
Mr. Sunil Agarwal	Independent Director

Further, the disclosures as required under Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 has been enclosed to this Report in "Annexure 5".

g. Stakeholders Relationship Committee

As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI LODR 2015, the Company has constituted Stakeholders Relationship Committee. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

h. Board ESG Committee

In order to meet UN Sustainable Development Goals (UN-SDG) and Best Global Practices, the Company has constituted the Board ESG Committee.

The Board ESG Committee will work with all the other Board Committees to assist the Board in fulfilling its responsibilities. The objective of

the Committee is to consider the material environmental, social and governance issues relevant to the Company''s

business activities and support the Company in maintaining its position as a global leader in ESG performance.

The role of the Committee is to support the Board in: -

• Understanding how Company''s ability to create value is impacted by environmental, social and governance issues - monitoring external ESG trends and understanding associated risks and opportunities.

• Understanding the expectations of key stakeholders.

• Reviewing the performance and results of key ESG investor Initiatives / surveys and global benchmarks -Overseeing the implementation of key initiatives identified, or areas for improvement identified from ESG investor surveys and global benchmarks.

• Considering emerging ESG issues to understand their materiality with regard to Company''s long term value creation.

• Review and Evaluate the Overall Business strategy from an ESG impact perspective.

• To monitor and review if the Sustainable development goals are integrated into any new Business strategy or new business initiatives.

• Assist the NRC Committee to review the performance of senior management from an ESG deliverable perspective.

• To review the progress of key initiatives being implemented by the GHG Reduction strategy Committee.

The committee currently comprises of following members of the Board:

Name			Designation
Mr. Avinash Vyas			Chairman
Mr. Ramesh Joshi			Member
Ms. Sujata Chattopadhyay			Member
During the year under review, total 2 (two) meetings of the ESG Committee were held on 13.05.2022 and 21.10.2022 and following is the table showing attendance for the same. The details of meeting attended by its members is as follows:
Name of the Director	Category	No. of meetings held	No. of meetings attended
Mr. Avinash Vyas	Chairman	2	2
Mr. Ramesh Joshi	Member	2	2
Mrs. Sujata Chattopadhyay	Member	2	2

15. Auditors and Reports

The matters related to Auditors and their Reports are as under:

Statutory Auditor

M/s. S. K. Patodia & Associates., Chartered Accountants, Mumbai (Firm Registration No. 112723W) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of the 32^nd AGM held on September 27, 2022 until the conclusion of the 37^th Annual General Meeting to be held in the calendar year 2027.

The Auditor''s Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Auditor

M/s. S. K. Jain & Co., Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Company for the financial year 2022 - 2023 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as "Annexure 6" to this Report.

The Secretarial Auditor''s Report do not contain any qualifications, reservations, adverse remark or disclaimer.

In accordance with the provisions of Regulation 24A of SEBI LODR 2015, Secretarial Audit Report of material unlisted Indian subsidiary of the Company namely, Vakrangee Finserve Limited is provided as "Annexure - 7" to this Report.

16. Vigil Mechanism / Whistle Blower Policy

As per the provision of Section Ml (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism /Whistle Blower Policy through which the Directors and Employees, Franchisees, Business Partners, Vendors or any other third parties making a Protected Disclosure under this Policy may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Whistle Blower Policy is placed on the website of the Company at https://vakrangee.in/policies_ and_guidelines.html

17. 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. During the year 2022 - 23, no complaints on sexual harassment were received.

We hereby state and confirm that, the Company has constituted an internal complaints committee to redress complaints received regarding sexual harassment under provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

18. Material Changes and Commitment if Any Affecting the Financial Position of the Company

No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statement relate and the date of this report.

There was no change in company''s nature of business during the FY 2022 - 23.

19. Contracts or Arrangements with Related Parties

During the year, all contracts / arrangements / transactions entered by the Company were in Ordinary Course of the Business and on Arm''s Length basis. There were no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The members may refer Note. 42 to the Financial Statements which sets out Related Party disclosures pursuant to Ind AS. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company''s website https://vakrangee.in/policies_and_ guidelines.html. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

20. Business Responsibility and Sustainability Report

A separate section on Business Responsibility and Sustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI LODR 2015.

21. Particulars of Loans Given, Investments Made, Guarantees Given or Securities Provided by the Company

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act, if any, are given in the notes to the Financial Statements.

22. Internal Financial Control and Their Adequacy

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on

the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

23. Employees Stock Option Scheme

The Company has in place Employees Stock Option Scheme (''ESOP Scheme'''') namely, ESOP scheme 2014.

The ESOP Scheme of the Company is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 ("the Regulations”) and no material changes in the scheme was carried out during the year under review.

The details required to be disclosed under SEBI Guidelines are available on Company''s web-site www. vakrangee.in.

24. Extract of Annual Return

The Annual Return of the Company as on 31^st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, would be available on the website of the Company at i.e. www.vakrangee.in

25. Significant and Material Orders Passed by the Regulators or Courts

During the year under review, no significant and material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts which impact the going concern status and the Company''s operations in future.

26. Human Resources Development and Industrial Relations

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation''s growth and its sustainability in the long run.

The Company has introduced employee friendly policies which has aided in retaining and hiring the best talents in the organization. The Company gives importance in Rewarding and Recognizing (R&R) the well-deserved

employee by felicitating them during R&R functions. The Company has introduced employee wellness schemes to boost productivity of employees at work.

27. Affirmation on Compliance of Secretarial Standards

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'' respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

28. Reporting of Frauds

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

29. Disclosure with Respect to Maintenance of Cost Records

Your Company doesn''t fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

30. Transfer to Investor Education and Protection Fund

As required under section 124 of the Act, Unclaimed dividend amount aggregating to '' 9,48,042/- pertaining to financial year ended on March 31,2015 lying with the Company for a period of seven years was transferred during the financial year 2022-23, to Investor Education and Protection Fund (IEPF) established by the Central Government.

Further, as required under section 124 of the Act, 70,766 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority during the financial year 2022-23. Details of shares transferred have been uploaded on the website of IEPF as well as the Company.

The Company has appointed Mr. Sachin Khandekar, as the Nodal Officer to ensure compliance with the IEPF Rules.

The details of unpaid and unclaimed amounts lying with the Company is available on the Company''s website:-www.vakrangee.in

31. Integrated Report

The Company being one of the top 1000 companies in the country in terms of market capitalization as on financial year end, has voluntarily provided Integrated Report, which encompasses both financial and nonfinancial information to enable the members to take well informed decisions and have a better understanding of the Company''s long term perspective.

The Report also touches upon aspects such as organisation''s strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

Cautionary Statement

Statements in the Board''s Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company''s

operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Acknowledgement and Appreciation

The Directors thank the Company''s employees, customers, franchisees, vendors, investors for their continuous support. The Directors appreciate and value the contribution made by every employee of the Vakrangee family. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.

---

Mar 31, 2018

Dear Shareholders,

The Directors are pleased to present the 28^th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2018.

1. PERFORMANCE OF THE COMPANY

The Company’s performance is summarized below:

FINANCIAL RESULTS

(Rs. in Lakhs except EPS and per share data)

		Standalone			Consolidated
Particulars	2017 - 2018	2016-2017	YoY growth (%)	2017 - 2018	2016 - 2017	YoY growth (%)
Sales and other income	641313.80	396506.87	61.74	653648.15	400574.71	63.17
EBITDA	101400.54	94243.92	7.59	103834.68	95129.34	9.15
Profit before tax	100196.98	81969.47	22.24	102387.10	82781.40	23.68
Provision for Income Tax	34992.08	30954.26	13.04	35283.19	31111.63	13.40
Provision for Deferred Tax	(1057.20)	(1279.38)	(17.37)	(941.73)	(1409.75)	(33.20)
Tax for earlier Year	-	-		-	-
MAT Credit Entitlement	-	--		-	-
Profit after tax	66262.10	52294.59	26.71	68045.64	53079.52	28.19
EPS (Rs.) Basic	6.26	4.94	26.72	6.43	5.01	28.34
EPS (Rs.) Diluted	6.24	4.93	26.57	6.41	5.00	28.20

PERFORMANCE

Standalone:

During the year, your Company recorded the total income of Rs.641313.80 Lakhs from Rs.396506.87 Lakhs in previous year, a growth of 61.74%. The EBITDA stood at Rs.101400.54 Lakhs from Rs.94243.92 Lakhs in previous year, an increase of 7.59%. Profit after Tax was increased to Rs.66262.10 Lakhs from Rs.52294.59 Lakhs in previous year, up by 26.71%.

Consolidated:

During the year, your Company recorded the total income of Rs.653648.15 Lakhs from Rs.400574.71 Lakhs in previous year, a growth of 63.17%. The EBITDA stood at Rs.103834.68 Lakhs from Rs.95129.34 Lakhs in previous year, an increase of 9.15%. Profit after Tax was increased to Rs.68045.64 Lakhs from Rs.53079.52 Lakhs in previous year, up by 28.19%.

2. STATE OF COMPANY’S AFFAIRS

The Management has decided to focus on the Vakrangee Kendra business, for which it is recalibrating its strategies and business model, to evolve into an even stronger and more successful company. The year witnessed upgradation of Vakrangee Kendra to enable a highly consistent brand experience across all the Kendras and to become the world’s top-notch multi-service, assisted digital convenience store with standardised, unified and one-look branding for infrastructure. Besides offering the same portfolio of services, each Kendra will be equipped with an ATM machine, CCTVs, digital signages, and also pin-pad devices to enable all kinds of payment mechanisms across services.

3. UPDATE ON CAPITAL ALLOCATION POLICY

The Board of Directors of the Company on February 12, 2018 had announced Capital Allocation Policy wherein the total available cash would be utilized through Share Buy-back, dividend payout and re-investment in the business.

Currently, the Company is focusing on upgradation on the 45,000 Vakrangee Outlets to the Nextgen format. ATM is mandatory in the Nextgen Vakrangee Kendra Model and is key to standardization of the outlet. ATMs have to be provided to all the Nextgen Franchisees on Custodian Basis by the Company. Based on the current Capex plan and increased spend in marketing expenses, the company has put on hold the current Capital Allocation policy. However, the Capital allocation policy would be finalized based on the outcome of 5,000 operational Next gen outlets.

In order to maintain the proven track record of dividend distribution, your Directors are pleased to recommend a dividend of Rs. 0.25/- per equity share (previous year Rs. 2/- per equity share), subject to the approval by the shareholders at the forthcoming Annual General Meeting.

The total dividend payout will be of Rs. 3191.10Lakhs including Dividend Distribution tax of Rs. 544.10 Lakhs.

The Dividend Distribution Policy as adopted by the Company is annexed herewith as “Annexure 1” The policy is also available on the web-site of the Company, www.vakrangee.in.

4. SHARE CAPITAL

During the year under review following changes took place in the Share Capital of the Company:

- On May 22, 2017 issued and allotted 1,69,125 equity shares having face value of ‘1/- each to the employees of the Company upon conversion of stock options.

- The Authorised Share Capital of the Company was increased from Rs.75,00,00,000/- (Rupees Seventy Five Crores) to Rs.125,00,00,000/- (Rupees One Hundred Twenty Five Crores) by creation of additional Rs.50,00,00,000/- (Rupees Fifty Crores) equity shares of Re. 1/- (Rupee One each) and consequently clause V of the Memorandum of Association of the Company has been altered.

- On December 26, 2017, the Company issued and allotted 52,94,01,545 bonus Equity Shares in the ratio of 1:1 to the eligible shareholders of the Company holding equity shares as on record date on December 23, 2017.

Pursuant to the above, the paid-up Share Capital of the Company as on March 31, 2018 stood at Rs.1,05,88,03,090 comprising of 1,05,88,03,090 equity shares of Re. 1/- each.

5. PUBLIC DEPOSITS

During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

6. SUBSIDIARIES

As on March 31, 2018, the Company has three wholly owned subsidiaries viz, Vakrangee Finserve Limited, Vakrangee Logistics Private Limited and Vakrangee e-Solutions INC.

In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Form AOC - 1 is annexed herewith as “Annexure 2” In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the Company and its subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company. As on March 31, 2018, the Company does not have any material subsidiary companies. However, the Company has adopted Policy on determining Material Subsidiaries which is available on the website of the Company at www.vakrangee.in.

Vakrangee e-Solutions INC

The Company holds 100% of Equity Share Capital of Vakrangee e-Solutions INC which was incorporated in the financial year 2009-10 in Philippines for exploring various e-Governance opportunities in Philippines. The first contract under the initiative was “Land Titling Computerization Project”, under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines. The prestigious LTCP project was successfully executed, through deployment of world class technology and more than 8500 manpower resources to digitize land titles from 168 Districts of Philippines.

Vakrangee Logistics Private Limited

Vakrangee Logistics Private Limited, incorporated in March 2016, is a wholly owned subsidiary of Vakrangee Limited. Vakrangee Logistics is building for its alliance partners, an unparalleled last-mile delivery capabilities and thus expanding their reach to unserviceable pincodes, where the logistics challenges are the maximum for traditional logistics companies. Vakrangee Logistics leverages the physical presence of Vakrangee Kendras to offer the last-mile delivery services. Vakrangee Logistics is currently building delivery capabilities of more than 45,000 Vakrangee Kendras covering more than 5000 pincodes and is planning to setup and manage a total of 45,000 centers covering all pincodes in India. The key services offered by Vakrangee Logistics include forward delivery, reverse pick-ups and courier booking. Vakrangee Logistics through its network ensures a hassle-free experience to its partners and end-customers.

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the Business Correspondent (BC) Model of Reserve Bank of India (2006) in the area of Financial Inclusion. The Company has already signed agreements with various PSU Banks and their Rural Regional banks for carrying out BC services for these banks in identified Rural, Semi-Urban and Urban areas. The services include bank activities such as opening of Bank Accounts, Deposits, Withdrawals and Remittances,etc. Besides, the Company would provide Business Facilitator Services to these Banks which involve mobilization of deposits and loans.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Board of Directors hereby states that:

a) in the preparation of the annual accounts, for the financial year ended March 31, 2018, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they 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 profits of the Company for that period;

c) they have 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

9. CORPORATE GOVERNANCE

The Report on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of this Annual Report.

The requisite certificate from M/s. S.K. Jain & Co., Practicing Company Secretary, confirming the compliance with the conditions of Corporate Governance has been included in the said Report.

A Certificate from the CEO and CFO of the Company in terms of SEBI LODR 2015, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also forming part of this Annual Report.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

- Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other Equipments with latest technologies.

- Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

11. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as “Annexure 3”

In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) Board of Directors:

The Board of Directors of the Company is a perfect blend of Executive and Non-Executive Directors with one woman Independent Director. More than 50% or half of the Board is comprising of Independent Directors and Nominee Director who is representing Life Insurance Corporation of India.

The Independent Directors of the Company are highly competent, educated and qualified with relevant experience and expertise. They contribute in various ways in the growth and development of the Company.

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2017-18. None of the Directors or Key Managerial Personnel (KMP) of the Company are related inter-se.

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Dr. Nishikant Hayatnagarkar,

Whole Time Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting.

The information as required to be disclosed under regulation 36 of SEBI LODR 2015 in case of reappointment is forming part of Notice.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

(b) Appointment/Resignation of Directors/KMP:

During the year under review, Mr. Mehul Raval has been appointed as the Company Secretary & Compliance Officer of the Company w.e.f. 21^st September, 2017 in place of Ms. Darshi Shah, who resigned as a Company Secretary & Compliance Officer w.e.f. 21^st September, 2017.

On 12^th February, 2018, Mr. Ranbir Datt was appointed as Nominee Director of Life Insurance Corporation of India (LIC) in place of Mr. T. Sitharthan.

13. DECLARATION OF INDEPENDENCE

All Independent Directors have given declarations affirming 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 LODR 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year.

14. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS

The Board met at least once in each quarter and 7 meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act and SEBI LODR 2015. The details have been provided in the Corporate Governance Report.

b. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR 2015, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the Evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate meeting held on November 13, 2017.

c. AUDIT COMMITTEE

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR 2015. All the Members, including the Chairman of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

d. NOMINATION & REMUNERATION AND COMPENSATION COMMITTEE

The Company has duly constituted Nomination & Remuneration and Compensation Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR 2015.

The Board has framed a Nomination & Remuneration Policy and Policy on fixation of criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The same has been annexed herewith as “Annexure 4’.

The details of the Composition of the Nomination & Remuneration and Compensation Committee are given in the Corporate Governance Report.

e. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk Management Policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company’s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

f. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 the Company has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company.

The CSR Policy of the Company is available on the Company’s website www.vakrangee.in.

The Board has constituted a CSR committee inter-alia to define and monitor budgets to carry out CSR activities, to decide CSR projects or activities to be undertaken and to oversee such projects.

CSR Committee comprises of following:

Name	Designation
Mr. Dinesh Nandwana	Managing Director & CEO
Mr. Ramesh Joshi	Independent Director
Mr. Sunil Agarwal	Independent Director

Further, the disclosures as required under Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 has been enclosed to this Report in “Annexure 5”.

15. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under: Statutory Auditor

During the year under review, in the 27th Annual General Meeting of the Company held on September 23, 2017, M/s. Price Waterhouse & Co Chartered Accountants LLP (PWC) were appointed as a Statutory Auditors of the Company in place of retiring Statutory Auditors M/s. S K Patodia & Associates, Chartered Accountants to hold office for a period of 5 years till the conclusion of the 32nd AGM subject to ratification by Members at every Annual General Meeting.

PWC had carried out Limited Review of financial results of the Company for half year ended September 30, 2017 and quarter ended December 31, 2017. In the Limited Review Reports filed with the Stock Exchanges, they had given un-qualified opinion on the financial results.

On 27th April, 2018, PWC resigned as a Statutory Auditors of the Company. The Board at its meeting held on May 5, 2018 appointed M/s. A.P. Sanzgiri & Co., Chartered Accountants (Firm Regn. No. 116293W) (APS) to fill up the casual vacancy caused due to resignation of PWC. Approval of the members was obtained via postal ballot process, the results of which were declared on June 13, 2018.

M/s. A.P. Sanzgiri & Co., Chartered Accountants shall hold office up to the conclusion of forthcoming Annual General Meeting.

The Board of Directors recommends appointment of M/s. A.P. Sanzgiri & Co., Chartered Accountants (Firm Regn. No. 116293W) as Statutory Auditors of the Company, to hold office from the conclusion of this Annual General Meeting till the conclusion of the fourth consecutive Annual General Meeting.

M/s. A.P. Sanzgiri & Co., Chartered Accountants (Firm Regn. No. 116293W) being eligible under section 139(1) and other applicable provisions, has consented to act as the Statutory Auditors of the Company and has also confirmed that their appointment, if made, would be within the limits prescribed under the Companies Act, 2013.

The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

M/s. S. K. Jain & Co., Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Company for the financial year 2017-2018 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith as “Annexure 6” to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism Policy through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee.

The Whistle Blower Policy is placed on the website of the Company at http://www.vakrangee.in/pdf/company-policies/ Whistle_Blower_and_Vigil_Mechanism.pdf

17. 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. During the year 2017-18, no complaints on sexual harassment were received.

We hereby state and confirm that, the Company has constituted an internal complain committee under provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

There was no change in company’s nature of business during the FY 2017-18.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, all contracts / arrangements / transactions entered by the Company were in Ordinary Course of the Business and on Arm’s Length basis. There were no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The members may refer Note. 43 to the Financial Statements which sets out Related Party disclosures pursuant to Ind AS. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company’s website http:// www.vakrangee.in/company_policies.php. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties.

20. BUSINESS RESPONSIBILTY REPORT

A separate section on Business Responsibility Report forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI LODR 2015.

21. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY

Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act, if any, are given in the notes to the Financial Statements.

22. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company’s operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.

The statutory auditors of the Company has audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

23. EMPLOYEES STOCK OPTION SCHEME

The Company has in place two Employees Stock Option Scheme (‘‘ESOP Scheme’’) namely, ESOP scheme 2008 and ESOP scheme 2014. The Company has implemented both the schemes in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘the SEBI Guidelines’).

Both the ESOP Schemes of the Company are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 (“the Regulations”) and no material changes in both the scheme were carried out during the year under review.

The details required to be disclosed under SEBI Guidelines are available on Company’s web-site www.vakrangee.in.

24. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2018 made under the provisions of Section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as “Annexure 7”

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant and material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts.

26. HUMAN RESOURCES DEVELOPMENT AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation’s growth and its sustainability in the long run.

27. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review Company has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

28. REPORTING OF FRAUDS

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

29. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS

Your Company doesn’t fall within the scope of Section 148(1) of the Companies Act, 2013 and hence does not require to maintain cost records as specified by the Central Government.

CAUTIONARY STATEMENT

Statements in the Board’s Report describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

ACKNOWLEDGEMENT AND APPRECIATION

Your Directors acknowledge and thank all stakeholders of the Company viz. customers, members, employees, dealers, vendors, banks and other business partners for their valuable sustained support and encouragement. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels.

The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Dinesh Nandwana Dr. Nishikant Hayatnagarkar

Managing Director & CEO Whole-Time Director

(DIN:00062532) (DIN:00062638)

Place: Mumbai

Date: August 10, 2018

---

Mar 31, 2017

Dear Shareholders,

The Directors are pleased to present the 27th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2017.

1. PERFORMANCE OF THE COMPANY

The Company’s performance is summarized below:

FINANCIAL RESULTS

(Rs. in Lakhs except EPS and per share data)

	Standalone			Consolidated
	2016-2017	2015-2016	YoY growth (%)	2016-2017	2015-2016	YoY growth (%)
Sales and other income	394894.72	316861.27	24.63	400046.38	319073.66	25.38
EBITDA	94243.92	82256.08	14.57	95129.34	82639.16	15.11
Profit before tax	81969.48	60282.52	35.98	82781.40	60603.18	36.60
Provision for Income Tax	30954.26	24074.91	28.57	31111.63	24129.53	28.94
Provision for Deferred Tax	(1279.38)	(2950.06)	(56.63)	(1290.71)	(2957.41)	(56.36)
Tax for earlier Year	-	-	-	-	-	-
MAT Credit Entitlement	-	-	-	(119.04)	(54.62)	117.94
Profit after tax	52294.60	39157.67	33.55	53062.88	39447.99	34.51
EPS (Rs.)	9.88	7.53	31.21	10.03	7.62	31.63

PERFORMANCE

Standalone:

During the year, your Company recorded the total income of Rs.394894.72 Lakhs from Rs.316861.27 Lakhs in previous year, a growth of 24.63%. The EBITDA stood at Rs.94243.92 Lakhs from Rs.82256.08 Lakhs in previous year, an increase of 14.57%. Profit after Tax was increased to Rs.52294.60 Lakhs from Rs.39157.67 Lakhs in previous year, up by 33.55%.

Consolidated:

During the year, your Company recorded the total income of Rs.400046.38 Lakhs from Rs.319073.66 Lakhs in previous year, a growth of 25.38%. The EBITDA stood at Rs.95129.34 Lakhs from Rs.82639.16 Lakhs in previous year, an increase of 15.11%. Profit after Tax was increased to Rs.53062.88 Lakhs from Rs.39447.99 Lakhs in previous year, up by 34.51%.

INDIAN ACCOUNTING STANDARD

The Ministry of Corporate Affairs (MCA) on February 16, 2015, notified that Indian Accounting Standards (Ind AS) are applicable to certain classes of companies from April 1, 2016 with a transition date of April 1, 2015. Ind AS has replaced the previous Indian GAAP prescribed under Section 133 of the Companies Act, 2013 (“the Act”) read with Rule 7 of the Companies (Accounts) Rules, 2014. Ind AS is applicable to the Company from April 1, 2016. The reconciliations and descriptions of the effect of the transition from previous GAAP to Ind AS have been set out in the Notes to Financial Statements (Standalone and Consolidated).

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.2/- per equity share i.e. 200% on each equity share having Face value of Rs.1/- each (previous year Rs.1.25 per share), subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs.12739.43 Lakhs including Dividend Distribution tax of Rs.2154.79 Lakhs. Dividend (including dividend tax) as a percentage of consolidated Net Profit After Tax will be 24.00% as compared to 20.20% in the previous year.

The dividend payout is in accordance with the Company’s Dividend Distribution Policy. The Dividend Distribution Policy as adopted by the Company is annexed herewith as “Annexure 1’!

3. SHARE CAPITAL

During the year,

Your Company issued and allotted 36,250 Equity Shares having face value Rs.1/- each upon conversion of options granted, vested and exercised under the Employee Stock Option Schemes (ESOP Schemes) of the company on November 9, 2016 to the employees of the Company.

After the aforesaid issue & allotment, the Paid-up Share Capital of the Company as on March 31, 2017 stood at Rs.5292.32 Lakhs comprising of 52,92,32,420 equity shares of Rs.1/- each from Rs.5291.96 Lakhs comprising of 52,91,96,170 equity shares as on March 31, 2016.

4. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

5. SUBSIDIARIES

As on March 31, 2017, the company has three Subsidiaries which are described in detail below. In accordance with Section 129(3) of the Companies Act, 2013, the company has prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Format AOC - 1 is annexed herewith as “Annexure 2”. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its Subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company. As on March 31, 2017 the Company does not have any material subsidiary companies. However, the Company has adopted Policy on determining Material Subsidiaries which is available on the website of the Company at www.vakrangee.in

During the Financial Year 2016-17, Company had the following subsidiaries:

Vakrangee e-Solutions INC.

The Company holds 100% of Equity Share Capital of Vakrangee e-Solutions INC which was incorporated in the financial year 2009-10 in Philippines for exploring various e-Governance opportunities in Philippines. The first contract under the initiative was “Land Titling Computerization Project”, under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines.

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the Business Correspondent (BC) Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with various PSU Banks and their Rural Regional Branches for carrying out BC services for these banks in identified Rural, Semi-Urban and Urban areas. The services include opening of Bank Accounts, Deposits, Withdrawals and Remittances. Besides, the Company would provide Business Facilitator Services to these Banks which involve mobilization of deposits and loans.

Vakrangee Logistics Private Limited

Vakrangee Logistics Private Limited, incorporated in March 2016, is a wholly owned subsidiary of Vakrangee Limited. Vakrangee Logistics is building for its alliance partners, an unparalleled last-mile delivery capabilities and thus expanding their reach to unserviceable pincodes, where the logistics challenges are the maximum for traditional logistics companies. Vakrangee Logistics leverages the physical presence of Vakrangee Kendras to offer the last-mile delivery services. Vakrangee Logistics is currently building delivery capabilities of more than 35,000 Vakrangee Kendras covering more than 5000 pincodes and is planning to setup and manage a total of 75,000 centers covering all pincodes in India. The key services offered by Vakrangee Logistics include forward delivery, reverse pick-ups and courier booking. Vakrangee Logistics through its network ensures a hassle-free experience to its partners and end-customers.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), is enclosed separately with this Annual Report.

7. DIRECTORS’ RESPONSIBILITY STATEMENT

Your Board of Directors hereby states:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they 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 profits of the Company for that period;

c) they have 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

8. CORPORATE GOVERNANCE

Your Company is in compliance with the governance requirements under the Companies Act, 2013 and SEBI LODR. The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries, Corporate Social Responsibility Policy and Whistle Blower Policy. These Policies are available on the website of the Company at http:// vakrangee.in/company_policies.php. A separate Section on Corporate Governance Practices followed by the Company, together with a Certificate from the Company’s Auditors M/s. S K Patodia & Associates, Chartered Accountants, confirming Compliance with the conditions of Corporate Governance as stipulated under SEBI LODR is provided herewith this report.

A Certificate from the CEO and CFO of the Company in terms of SEBI LODR, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also annexed herewith the Report.

Morgan Stanley Capital International Inc. (MSCI), a leading provider of global indices and benchmark related products and services to investors worldwide has provided an ESG (Environment, Social and Governance) rating of ‘BBB’ to Vakrangee as on July 14, 2016.

Excerpts from the MSCI Report -

“The company’s access to finance initiatives include the provision of core banking, insurance and financial services to underserved populations in rural, semi-rural, and urban populations in India, a country where the penetration of banking services is low. Further, the company’s corporate governance practices are well aligned with shareholder interests.”

Corporate Governance Analysis - “Vakrangee falls into the highest scoring range for all the companies we assess relative to global peers, indicating that the company’s corporate governance practices are generally well aligned with shareholder interests.”

Access to Finance Analysis - “The company’s business lines and the geographic distribution of its revenues suggest moderate potential for growth through the expansion into underserved market segments. Our analysis finds robust initiatives in this area. The company therefore appears well positioned to capitalize on this opportunity. In the context of global industry peers, Vakrangee ranks above average”

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other Equipments with latest technologies. The expenses on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures. Further details on the conservation of energy have been given under the Management and Discussion Analysis of this report.

Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up-gradation of products and services development. It has helped maintain margins. Further details on the technology absorption have been given under the Management and Discussion Analysis of this report.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earnings: Rs.571.72 Lakhs Foreign Exchange Outgo: Rs.126.97 Lakhs

10. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as “Annexure 3”.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the information required in terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, with regard to a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for re-appointment on passing of a Special Resolution by the Company and shall not be liable to retire by rotation.

As per the requirements of Section 152(6) of Companies Act, 2013, Mr. Dinesh Nandwana retires by rotation and being eligible, offers himself for re-appointment as the Director of the company in the ensuing Annual General Meeting.

The Directors are reputed professionals with diverse functional expertise, industry experience, educational qualifications and a gender mix relevant to fulfilling the company’s objectives and strategic goals.

The details of Training and Familiarization Programmes and Annual Board Evaluation process for Directors have been provided under the Corporate Governance Report.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

Mr. Subhash Singhania has been designated as Chief Financial Officer vide Resolution passed at the Board Meeting of the company dated May 11, 2016.

12. DECLARATION OF INDEPENDENCE

The Independent Directors of your Company have given the Certificate of Independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

13. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS

During the year, four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and SEBI LODR.

b. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR, the Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the Evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate meeting held on August 27, 2016.

c. Audit Committee

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR. All the Members, including the Chairman of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

d. Nomination & Remuneration and Compensation Committee

The Company has duly constituted Nomination and Remuneration and Compensation Committee as per the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR.

The Board has framed a Nomination and Remuneration Policy and Policy on fixation of criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The same has been annexed herewith as “Annexure 4”.

The details of the Composition of the Nomination and Remuneration and Compensation Committee are given in the Corporate Governance Report.

e. Risk Management

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company’s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

A detailed note on risk management policy is given under Management Discussion and Analysis Report annexed to this Annual Report.

f. Corporate Social Responsibility (CSR)

The Company is required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with rules thereunder.

The Board of Directors of the Company has constituted a CSR Committee. The details of the Composition of the CSR Committee are given in the Corporate Governance Report.

The disclosures required to be given under Section 135 of Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in “Annexure 5” forming part of this Board’s Report.

The Company also has in place a CSR Policy and the same is available on the website of the Company at http:// vakrangee.in/pdf/company-policies/Corporate%20Social%20 Responsibility_Policy.pdf

14. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditor

The term of M/s. S K Patodia & Associates, Chartered Accountants would expire at the conclusion of 27th Annual General Meeting of the Company under Section 139(2) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. The Board of Directors in its meeting held on February 4, 2017, identified and recommended appointment of Price Waterhouse Company LLP, a reputed Firm of Chartered Accountants, who have confirmed their eligibility and qualification required under the Act for holding the office as the Statutory Auditors of the Company, subject to approval of the Members in the ensuing Annual General meeting.

The Notes on financial statement referred to in the Auditor’s Report are self-explanatory and do not call for any further comments. The Auditor’s Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

M/s. S. K. Jain & Co., Practicing Company Secretaries, was appointed to conduct Secretarial Audit of the Company for the financial year 2016-2017 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith as “Annexure 6” to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

15. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this the Company has framed a Vigil Mechanism Policy through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company at http://vakrangee.in/pdf/company-policies/Whistle%20 Blower%20&%20Vigil%20Mechanism.pdf

16. 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: NIL

b) No. of Complaints disposed off: NIL

17. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report. There was no change in company’s nature of business during the FY 2016-17.

18. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year, all contracts / arrangements / transactions entered by the company were in Ordinary Course of the Business and on Arm’s Length basis. There were no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014.

During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party

Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The members may refer Note. 47 to the Financial Statements which sets out Related Party disclosures pursuant to Ind AS. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The Policy on materiality of related party transactions and on dealing with related party transactions as approved by the Board may be accessed on the Company’s website http:// vakrangee.in/pdf/company-policies/Risk%20Management%20 Policy.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

19. BUSINESS RESPONSIBILTY REPORT

As stipulated under the SEBI LODR, the Business Responsibility Report describing the initiatives taken by the Company from an Environmental, Social and Governance perspective is separately provided in this Annual Report.

20. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITIES PROVIDED BY THE COMPANY

During the year under review, the Company has not given any loans and guarantees nor provided securities. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

21. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company’s operations, safekeeping of its Assets, optimal utilization of Resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board. During the Financial year, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

22. EMPLOYEES STOCK OPTION SCHEME

The Company has implemented the Employees Stock Option Scheme (‘‘ESOP Scheme’’) in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (‘the SEBI Guidelines’). The Nomination and Remuneration and Compensation Committee, constituted in accordance with the requirements of Companies Act 2013 and SEBI LODR, administers and monitors the Scheme. In 2014, with the implementation of the new Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014, (SEBI Regulations) the company has aligned its ESOP scheme 2008 as per the requirements of the said Regulations. Also, on May 23, 2014, the company vide a Special Resolution passed through Postal Ballot, adopted a new ESOP Scheme 2014 in pursuance of the said Regulations.

The ESOP Schemes have been made applicable to all the permanent employees including Directors, whether whole-time or not but excluding Independent Directors of the Company working in India or abroad. The ESOP Schemes of the Company is also made applicable to all the permanent employees of its subsidiaries including Directors, whether whole-time or not but excluding Independent Directors working in India or abroad. Provided however those persons who are “Promoters” or part of the “Promoter Group” and a Director holding, either by himself or through his relative or through any body corporate, directly or indirectly, more than 10% of the outstanding equity shares of the company shall not be entitled to participate in the ESOP Schemes of the company.

The objects the ESOP Schemes are:

1. To provide means to enable the Company and its subsidiaries to attract and retain talent in the Company in the long run.

2. To enhance the performance potential of the employees in achieving the success goals of the company.

3. To motivate the employees of the Company with incentives and reward opportunities and to enable them to participate in the future growth and success of the Company.

4. To achieve sustained growth of the Company and the enhance shareholder value by aligning the interests of the Employees with the long term interests of the Company.

5. To maintain a sense of good management and discipline in the company.

6. To create a sense of ownership and participation amongst the Employees.

7. To reduce the cost by providing non-cash compensation.

The applicable disclosures as stipulated under the SEBI Regulations as at March 31, 2017 are given below:

Date of all grants as at 31.03.2017	Price per options*	No. of total options granted
31.07.2009	Rs.3.10	5414000
30.12.2009	Rs.3.39	412000
18.05.2010	Rs.7.33	3124000
24.11.2010	Rs.7.50	1735000
12.08.2011	Rs.7.50	1297000
20.07.2012	Rs.20.00	1190000
20.07.2012	Rs.10.00	2000000
26.11.2014	Rs.64.70	1069100
11.03.2016	Rs.113.08	967200
Total		17208300

Total Options Vested as at 31.03.2017	Price per options*	No. of total options Vested
31.07.2009 grant	Rs.3.10	4293240
30.12.2009 grant	Rs.3.39	196000
18.05.2010 grant	Rs.7.33	2262920
24.11.2010 grant	Rs.7.50	999540
12.08.2011 grant	Rs.7.50	599440
20.07.2012 grant	Rs.20.00	130250
20.07.2012 grant	Rs.10.00	500000
26.11.2014 grant	Rs.64.70	170000
11.03.2016 grant	Rs.113.08	31250
Total		9182640

Total Options Exercised as at 31.03.2017	Price per options*	No. of total options Exercised
31.07.2009 grant	Rs.3.10		3254960
30.12.2009 grant	Rs.3.39		193000
18.05.2010 grant	Rs.7.33		1723660
24.11.2010 grant	Rs.7.50		642000
12.08.2011 grant	Rs.7.50		497000
20.07.2012 grant	Rs.20.00		98500
20.07.2012 grant	Rs.10.00		500000
26.11.2014 grant	Rs.64.70		NIL
11.03.2016 grant	Rs.113.08		NIL
Total			6909120
The total number of shares arising as a result of exercise of Options during FY 2017		36,250
Options Lapsed during FY 2017		4,49,505
Money realised by exercise of Options during FY 2017		Rs.7.25 Lakhs
Total number of Options in force as at 31.03.2017		15,62,775
Employee wise details of Options granted during the year to:
i. Senior managerial personnel		NIL
ii. Any other employee who received a grant in any one year of Options amounting to 5% or more of Options granted		NIL
iii. Identified employees, who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant		NIL

* Price per options has been rounded off to the nearest decimal places.

The Company has obtained a certificate from the Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and the resolutions passed by the shareholders.

23. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2017 made under the provisions of Section 92(3) of the Companies Act, 2013 in Form MGT-9 is annexed herewith as “Annexure 7”.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no Significant and Material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts.

25. HUMAN RESOURCES INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation’s growth and its sustainability in the long run.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company’s customers, shareholders, suppliers, banks, Central and State Government authorities, Regulatory authorities and Stock Exchanges for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/- Sd/-

Dinesh Nandwana Dr. Nishikant Hayatnagarkar

Managing Director & CEO Whole- Director

(DIN:00062532) (DIN:00062638)

Place: Mumbai

Date: July 31, 2017

---

Mar 31, 2016

Dear Shareholders,

The Directors are pleased to present the 26th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2016.

1. PERFORMANCE OF THE COMPANY

The Company''s performance is summarized below:

Financial Results

(Rs. in Lakhs except EPS and per share data)

Standalone

YoY growth 2015-2016 2014-2015 (%)

Sales and other income 3,18,064.27 2,78,493.51 14.21%

EBITDA 82,383.56 72,736.94 13.26

Profit before tax 60,437.97 48,810.45 23.82

Provision for Income Tax 24,074.91 18,248.01 -

Provision for Deferred Tax -2,960.36 -1,495.66 -

Tax for earlier Year 176.29 0.79 -

MAT Credit Entitlement - - -

Profit after tax 39,147.12 32,057.30 22.12

Appropriations:

Proposed dividend on equity 1.25 0.25 - shares (Rs. per share)

Transfer to General Reserve 3,914.71 3,205.73 -

EPS (Rs.) 7.53 6.37 18.21

Consolidated

YoY growth 2015-2016 2014-2015 (%)

Sales and Other income 3,19,637.67 2,78,639.11 14.71

EBITDA 82,766.64 72,913.13 17.63

Profit before tax 60,758.63 48,932.76 24.17

Provision for Income Tax 24,129.53 18,260.89 -

Provision for Deferred Tax -2,967.70 -1,500.33 -

Tax for Earlier Year 176.29 0.78 -

MAT Credit Entitlement -54.62 -12.87 -

Profit after tax 39,475.13 32,184.29 22.65

Appropriations:

Proposed Dividend on equity shares (Rs. per share) 1.25 0.25 -

Transfer to General Reserve 3,914.71 3,205.73 -

EPS (Rs.) 7.59 6.39 18.78

Performance

Standalone:

During the year, your Company recorded the total income of Rs.3,18,064.27 Lakhs from Rs.2,78,493.51 Lakhs in previous year, a growth of 14.21%. The EBITDA stood at Rs.82,383.56 Lakhs from Rs.72,736.94 Lakhs in previous year, an increase of 13.26%. Profit after Tax was increased to Rs.39,147.12 Lakhs from Rs.32,057.30 Lakhs in previous year, up by 22.12%.

Consolidated:

During the year, your Company recorded the total income of Rs.3,19,637.67 Lakhs from Rs.2,78,639.11 Lakhs in previous year, a growth of 14.71%. The EBITDA stood at Rs.82,766.64 Lakhs from Rs.72,913.13 Lakhs in previous year, an increase of 13.51%. Profit after Tax was increased to Rs.39,475.13 Lakhs from Rs.32,184.29 Lakhs in previous year, up by 22.65%.

There was no change in company''s business activities during the FY 2015-16.

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs.1.25/- per equity share i.e. (125% on each equity share having Face value of Rs.1/- each, subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs.6,614.95 Lakhs excluding Dividend Distribution tax of Rs.1,346.65 Lakhs.

3. SHARE CAPITAL

(a) During the year, Company issued and allotted 675055 Equity Shares having face Value Rs.1/- each on June 3, 2015 and 38875 equity shares having face value Rs.1/- upon conversion of options granted, vested and exercised under the Employee Stock Option Schemes (ESOP Schemes) of the company on February 16, 2016 respectively, to the employees of the Company.

Further, on August 14, 2015, the company allotted 2,50,00,000 equity shares having face value Rs.1/- each at a premium of Rs.99/- per share to one of its Promoter Group Companies, M/s. NJD Capital Private Limited (erstwhile Vakrangee Capital Private Limited) upon conversion of equivalent numbers of Fully Convertible Warrants issued on Preferential basis.

After the aforesaid issues & allotment, the Paid-up Share Capital of the Company as on March 31, 2016 stood at Rs.52,91,96,170/- comprising of 529196170 equity shares of Rs.1/- each from Rs.50,34,82,240/- comprising of 503482240 equity shares as on March 31, 2015.

(b) Your Company has, on March 11, 2016, granted 967200 options to the Directors (excluding Independent / Promoter directors) and employees of the company under the ESOP Scheme of the company which are yet to be vested and exercised.

4. PUBLIC DEPOSITS

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

5. SUBSIDIARIES

The Consolidated Financial Statements of the Company & its Subsidiaries which form part of Annual Report have been prepared in accordance with Section 129(3) of the Companies Act, 2013 and Accounting Standard 21 (AS) - 21 on Consolidated Financial Statement. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Format AOC - 1 is annexed herewith as "Annexure 1". In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its Subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company.

Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company. As on March 31, 2016 the Company does not have any material subsidiary companies. However, the Company has adopted Policy on determining Material Subsidiaries which is available on the website of the Company at www.vakrangee.in

During the Financial Year 2015-16, Company had the following subsidiaries:

Vakrangee e-Solutions INC.

The Company holds 100% of Equity Share Capital of Vakrangee e-Solutions INC which was incorporated in the financial year 2009-10 in Philippines for exploring various e-Governance opportunities in Philippines. The first contract under the initiative was "Land Titling Computerization Project", under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines. Vakrangee e-Solutions INC. is currently exploring further opportunities in these areas.

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the BC Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with various PSU Banks and their Rural Regional Branches for carrying out BC services for these banks in identified Rural, Semi-Urban and Urban areas. The services include opening of Bank Accounts, Deposits, Withdrawals and Remittances. Besides, the Company would provide Business Facilitator Services to these Banks which involve mobilization of deposits and loans.

Vakrangee Logistics Private Limited

Vakrangee Logistics Private Limited, incorporated in March 2016, is a wholly owned subsidiary of Vakrangee Limited. Vakrangee Logistics is building for its alliance partners, an unparalleled last-mile delivery capabilities and thus expanding their reach to unserviceable pincodes, where the logistics challenges are the maximum for traditional logistics companies. Vakrangee Logistics leverages the physical presence of Vakrangee Kendras to offer the last-mile delivery services. Vakrangee Logistics is currently building delivery capabilities using existing 20,677 Vakrangee Kendras covering more than 4000 pincodes and is planning to expand the reach to 75,000 centers covering all pincodes in India. The key services offered by Vakrangee Logistics include forward delivery, reverse pick-ups and courier booking. Vakrangee Logistics through its network ensures a hassle-free experience to its partners and end-customers. Since, the company is incorporated in March, 2016 its first Financial Year will be for the period from March 18, 2016 to March 31, 2017.

6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR), is enclosed separately with this Annual Report.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors hereby state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) they 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 profits of the Company for that period;

c) they have 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;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down Internal Financial Controls for the Company and such internal financial controls are adequate and operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

8. CORPORATE GOVERNANCE

Your Company is in compliance with the governance requirements under the Companies Act, 2013 and SEBI LODR. The Company has adopted the policies in line with new governance requirements including the Policy on Related Party Transactions, Policy on Material Subsidiaries, CSR Policy and Whistle Blower Policy. These Policies are available on the website of the Company at http://vakrangee.in/company_ policies.php. A separate Section on Corporate Governance Practices followed by the Company, together with a Certificate from the Company''s Auditors M/s. S K Patodia & Associates, Chartered Accountants, confirming Compliance with the conditions of Corporate Governance as stipulated under SEBI LODR is provided herewith this report. A Certificate from the CEO and CFO of the Company in terms of SEBI LODR, inter alia, confirming the correctness of the Financial Statements and Cash Flow Statements, adequacy of the internal control for financial reporting, and reporting of matters to the Audit Committee, is also annexed herewith the Report. Further, the Company has also established a Vigil Mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other Equipments with latest technologies. The expenses on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures. Further details on the conservation of energy have been given under the Management and Discussion Analysis of this report.

Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped maintain margins. Further details on the technology absorption have been given under the Management and Discussion Analysis of this report.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: Rs.485.11 Lakhs

Foreign Exchange Outgo: Rs.163.20 Lakhs

10. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed herewith as "Annexure 2" to this Report.

In terms of Section 136 of the Companies Act 2013, the Reports and Accounts are being sent to the members and others entitled thereto. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the provisions of the Companies Act, 2013, Independent Directors are required to be appointed for a term of five consecutive years, but shall be eligible for reappointment on passing of a Special Resolution by the Company and shall not be liable to retire by rotation. As per the requirements of Section 152(6) of Companies Act, 2013, Dr. Nishikant Hayatnagarkar retires by rotation and being eligible, offers himself for re-appointment as the Director of the company in the ensuing Annual General Meeting.

The Independent Directors of your Company have given the Certificate of Independence to your Company stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act, 2013.

The Directors are reputed professionals with diverse functional expertise, industry experience, educational qualifications and a gender mix relevant to fulfilling the company''s objectives and strategic goals.

The details of Training and Familiarization Programmes and Annual Board Evaluation process for Directors have been provided in this Report.

The Policy on Director''s appointment and remuneration including criteria for determining qualifications, positive attributes, independence of Director, and also remuneration for Key Managerial Personnel and other employees forms part of this Report.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

During the Financial Year 2015-16, Mr. Dinesh Nandwana (DIN: 00062532) was re-designated as Managing Director & CEO from Chairman & Managing Director w.e.f. July 27, 2015. Further, Mr. Subhash Singhania was designated as Chief Financial Officer vide a Resolution passed at the Board Meeting of the Company dated May 11, 2016.

12. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. Board Meetings

During the year, five Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 SEBI LODR.

b. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI LODR, the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Non-Independent Directors was carried out by the Independent Directors at their separate meeting held on March 31, 2016.

c. Audit Committee

The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI LODR. All the Members, including the Chairman of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

d. Nomination & Remuneration And Compensation Committee & its Policy

The Company has duly constituted Nomination and Remuneration and Compensation Committee to align with the requirements prescribed under the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI LODR.

The Board has on the recommendation of the Nomination and Remuneration and Compensation Committee framed a Nomination and Remuneration Policy and Policy on fixation of criteria for selection and appointment of Directors and Senior Management Personnel. The same has been annexed herewith as "Annexure 3".

e. Risk Management

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company''s business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk,

Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

A detailed note on risk management is given under Management Discussion and Analysis Report annexed to this Annual Report.

f. Corporate Social Responsibility (CSR)

The Company is required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with rules thereunder.

The Board of Directors of the Company has constituted a CSR Committee. The details of the Composition of the Corporate Social Responsibility Committee are given in the Corporate Governance Report.

The disclosures required to be given under Section 135 of Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in "Annexure 4" forming part of this Report. The Company also has in place a CSR Policy and the same is available on the website of the Company at http://vakrangee.in/pdf/company- policies/Corporate%20Social%20Responsibility_Policy.pdf

13. AUDITORS AND REPORTS

The matters related to Auditors and their Reports are as under:

Statutory Auditor:

As per the provisions of the act, M/s. S K Patodia & Associates, Chartered Accountants, Statutory Auditors of the Company upon their re-appointment at the ensuing Annual General Meeting, will hold office till the conclusion of next Annual General Meeting. They have confirmed their eligibility to the effect that their reappointment, if made, would be within the prescribed limits under the act and they are not disqualified for re-appointment. The Notes to financial statements referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report do not contain any qualification, reservation, adverse remark or disclaimer. Further, the term of M/s. S K Patodia & Associates, Chartered Accountants would expire at the conclusion of 27th Annual General Meeting of the Company under Section 139(2) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014. The Board of Directors are in process of identifying a reputed Firm of Chartered Accountants whose appointment will be proposed and considered in the Annual General Meeting of the Company to be held in the year 2017.

Secretarial Auditor

M/s. S. K. Jain & Co., Practicing Company Secretaries, was appointed to conduct Secretarial Audit of the Company for the financial year 2015-16 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit report for the financial year 2015-16 is annexed herewith as "Annexure 5".

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this, the Company has framed a Vigil Mechanism Policy through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company at http://vakrangee.in/pdf/company-policies/Whistle%20 Blower%20&%20Vigil%20Mechanism.pdf

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN 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 Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: NIL

b) No. of Complaints disposed off: NIL

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

17. RELATED PARTY TRANSACTIONS

During the year, all Related Party Transactions were in Ordinary Course of the Business and on Arm''s Length basis. There were no material transactios with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014. The Company has not entered into any contract/arrangement/transaction with Related Parties which could be considered material in accordance with the policy of the company on Materiality of Related Party Transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The members may refer Note. 36 to the Financial Statements which sets out Related Party disclosures pursuant to AS-18.

In line with the requirements of the Companies Act, 2013 and SEBI LODR, your Company has formulated a Policy on Related Party Transactions and Materiality of Related Party Transactions is available on Company''s website http://vakrangee.in/pdf/ company-policies/Risk%20Management%20Policy.pdf. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

19. INTERNAL FINANCIAL CONTROL AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Company''s operations, safekeeping of its Assets, optimal utilization of Resources, reliability of its financial information and compliance.Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.During the Financial year, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

20. EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employees Stock Option Scheme (''''ESOP Scheme'''') in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines''). The Nomination and Remuneration and Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. In 2014, with the implementation of the new SEBI (Share Based Employee Benefits) Regulations, 2014, (SEBI Regulations) the company aligned its ESOP scheme 2008 as per the requirements of the said Regulations. Also, on May 23, 2014, the company vide a Special Resolution passed through Postal Ballot, adopted a new ESOP Scheme 2014 in pursuance of the said Regulations.

The ESOP Schemes have been made applicable to all the permanent employees including Directors, whether whole-time or not but excluding Independent Directors of the Company working in India or abroad. The ESOP Schemes of the Company is also made applicable to all the permanent employees of its subsidiaries including Directors, whether whole-time or not but excluding Independent Directors working in India or abroad. Provided however those persons who are "Promoters" or part of the "Promoter Group" and a Director holding, either by himself or through his relative or through any body corporate, directly or indirectly, more than 10% of the outstanding equity shares of the company shall not be entitled to participate in the ESOP Schemes of the company.

The objects the ESOP Schemes are:

1. To provide means to enable the Company and its subsidiaries to attract and retain talent in the Company in the long run;

2. To enhance the performance potential of the employees in achieving the success goals of the company.

3. To motivate the employees of the Company with incentives and reward opportunities and to enable them to participate in the future growth and success of the Company;

4. To achieve sustained growth of the Company and the enhance shareholder value by aligning the interests of the Employees with the long term interests of the Company; and

5. To maintain a sense of good management and discipline in the company

6. To create a sense of ownership and participation amongst the Employees.

7. To reduce the cost by providing non-cash compensation.

The applicable disclosures as stipulated under the SEBI Regulations as at March 31, 2016 (cumulative position) are given below:

Date of all grants as at 31.03.2016 Price per options No. of total options granted

31.07.2009 Rs.3.095/- 5414000

30.12.2009 Rs.3.3925/- 412000

18.05.2010 Rs.7.325/- 3124000

24.11.2010 Rs.7.5/- 1735000

12.08.2011 Rs.7.5/- 1297000

20.07.2012 Rs.20/- 1190000

20.07.2012 Rs.10/- 2000000

26.11.2014 Rs.64.70/- 1069100

11.03.2016 Rs.113.08/- 967200

Total 17208300

Options Vested as at 31.03.2016 Price per options No. of total options Vested

31.07.2009 grant Rs.3.095/- 4293240

30.12.2009 grant Rs.3.3925/- 196000

18.05.2010 grant Rs.7.325/- 2262920

24.11.2010 grant Rs.7.5/- 999540

12.08.2011 grant Rs.7.5/- 599440

20.07.2012 grant Rs.20/- 70125

20.07.2012 grant Rs.10/- 500000

26.11.2014 grant Rs.64.70/- N.A.

11.03.2016 grant Rs.113.08/- N.A.

Total 8921265

Options Exercised as at 31.03.2016 Price per options No. of total options Exercised

31.07.2009 grant Rs.3.095/- 3254960

30.12.2009 grant Rs.3.3925/- 193000

18.05.2010 grant Rs.7.325/- 1723660

24.11.2010 grant Rs.7.5/- 642000

12.08.2011 grant Rs.7.5/- 497000

20.07.2012 grant Rs.20/- 62250

20.07.2012 grant Rs.10/- 500000

26.11.2014 grant Rs.64.70/- N.A.

11.03.2016 grant Rs.113.08/- N.A.

Total 6,872,870

The total number of shares arising as a 713930 result of exercise of Options during the year

Options Lapsed during the year 16,51,000

Money realised by exercise of Options Rs.7382600 during the year

Total number of Options in force as at 20,48,530 31.03.2016

Employee wise details of Options granted to:

i. Senior managerial personnel

1. Dr. Nishikant Hayatnagarkar 50,000

2. Mr. Rahul Dev Pal 1,00,000

3. Mr. Rajiv Ranjan 1,00,000

4. Mr. Sumit Jain 1,00,000

5. Mr. Harish Mani 1,00,000

6. Mr. Nitin Sharma 1,00,000

ii. Any other employee who received NIL a grant in any one year of Options amounting to 5% or more of Options granted

iii. Identified employees, who were NIL granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

Diluted Earnings Per Share (EPS) 7.38 before exceptional items calculated in accordance with Accounting Standard (AS) 20 ''Earnings Per Share''

The Company has obtained a certificate from the Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and the resolutions passed by the shareholders.

21. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2016 made under the provisions of Section 92(3) of the Act in Form MGT-9 is annexed herewith as "Annexure 6".

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No Significant and Material orders have been passed by Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts.

23. HUMAN RESOURCES INDUSTRIAL RELATIONS:

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation''s growth and its sustainability in the long run.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company''s customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company.

The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/- Sd/-

Dinesh Nandwana Dr. Nishikant Hayatnagarkar

Managing Director & CEO Whole-Time Director

(DIN:00062532) (DIN:00062638)

Place: Mumbai,

Date: August 27, 2016

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Mar 31, 2014

Dear Shareholders,

We are pleased to present the 24th Annual Report together with the audited Balance Sheet and profit and Loss Account for the year ended March 31, 2014.

1. Performance of The comPany

The Company''s performance is summarized below:

Financial Results

(Rs. in Lacs except EPS and per share data)

Consolidated Standalone

YoY growth YoY growth 2013-2014 2012-2013 2013- 2014 2012- 2013 (%) (%)

Sales and other income 195,806.25 155,236.18 26.13 197,463.21 156,319.78 26.32

Profit before tax 28,199.28 14,369.24 96.25 30,596.11 14,845.44 106.10

Provision for income Tax 12,294.81 4,373.14 - 12,294.81 4,373.09 -

Provision for Deferred Tax (1172.32) 972.33 - (1,177.48) 954.13 -

Tax for earlier year 81.99 (32.86) - 81.99 (32.86) -

MAT credit entitlement (503.25) (1,376.19) - (503.25) (1,376.19) -

Profit after tax 17,504.25 10,432.82 67.78 19,900 10,927.27 82.11

Appropriations:

Proposed dividend on 0.25 0.20 - 0.25 0.20 - equity shares (Rs. per share)

Transfer to General reserve 1,990 819.55 - 1,990 819.55 -

EPS (Rs.) 3.48 2.08 67.31 3.96 2.18 81.65

- PERFORMANCE

Consolidated:

During the year, your Company recorded the total income of Rs. 195,806.25 lacs from Rs. 155,236.18 lacs in previous year, a growth of 26.13%. The EBITDA stood atRs. 54075.98 Lacs from Rs. 38671.19 Lacs in previous year, an increase of 39.84%. profit after Tax was increased toRs. 17,504.25 lacs from Rs. 10,432.82 lacs in previous year, up by 67.78%.

Standalone:

During the year, your Company recorded the total income of Rs. 197,463.21 lacs fromRs. 156,319.78 lacs in previous year, a growth of 26.32%. The EBITDA stood at Rs. 56415.48 Lacs from Rs. 39123.45 Lacs in previous year, an increase of 44.19%. profit after Tax was increased to Rs. 19,900 lacs from Rs. 10,927.27 lacs in previous year, up by 82.11%.

Reserves:

Your Company has transferred Rs. 1,990 Lacs to General Reserve and after providing total Dividend payout ofRs. 1472.62 Lacs (inclusive of tax amount ofRs. 213.92 Lacs out of amount of Rs. 46556.42 available for appropriation the balance amount of Rs. 43093.80 Lacs is retained in the profit and loss account of your company.

2. DIVIDEND

Your Directors recommended a dividend of Rs. 0.25 per equity share i.e. (25% on each equity share having Face value of Rs. 1/- each, subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs. 1472.62 Lacs inclusive of tax amount of Rs. 213.92 Lacs

The dividend, if approved by the shareholders, will be paid to those members whose names appear in the Register of Members as on the date of Annual General Meeting.

3. SHARE CAPITAL

During the year,

(a) Your Company issued and allotted 982920 Equity Shares having face Value of Rs. 1/- each under the ''ESOP Scheme 2008'' of the Company to employees and directors of the Company.

After the aforesaid issues & allotment, the paid-up share capital of the Company as on March 31, 2014 was at Rs. 50,34,82,240/- comprising of 503482240 equity shares ofRs. 1/- each.

(b) Your Company, also, by a Special Resolution passed by Postal Ballot on May 23, 2014 approved and adopted Vakrangee Limited - ESOP Scheme 2014 for allotting shares of the company to the employees and directors (excluding Promoters and Independent Directors) at rates lower than the prevailing market prices

4. SUBSIDIARIES

In terms of the exemption granted by the Central Government vide notifcation number 5/12/2007-CL-III dated February 8, 2011, the Balance Sheet and profit and Loss Account, Report of the Board of Directors and Auditors of the Subsidiaries have not been attached with the Annual Report of the Company However upon request by any shareholder of the Company, the annual accounts of the Subsidiary Companies will be made available to him. Pursuant to Section 212 of the Companies Act, 1956, the financial data alongwith equity share capital of the subsidiaries form part of this Annual Report. Further, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statement presented by the Company includes financial information of its subsidiaries.

The Company has the following subsidiaries:

- Vakrangee e-solutions inc.

The Company holds 100% of Equity Share capital of Vakrangee e-Solutions INC. which was incorporated in the financial year 2009-10 at Philippines for exploring various e-Governance opportunities in Philippines. The frst contract under the initiative was "Land Titling Computerization Project", under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines. Vakrangee e-Solutions INC. is currently exploring further opportunities in these areas.

- Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the BC Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with various PSU Banks and their Rural Regional Branches for carrying out BC services for these banks in identified Rural, semi-urban and urban areas. The services include opening of Bank Accounts, Deposits, Withdrawals and remittances. Besides, the Company would provide Business Facilitator Services to these banks which involve mobilization deposits and loans.

e-Doc Vision infotech Private limited ceased to be subsidiary of Vakrangee limited w.e.f. february 1, 2014.

5. manaGemenT Discussion anD analysis rePorT

Management discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed separately with this Annual Report.

6. LISTING AT STOCK ECCHANGE

The Equity Shares of the Company continue to be listed on Bombay Stock Exchange and National Stock Exchange The Annual Listing fees for the Year 2013-14 have been paid to these Exchanges.

7. Disclosure of ParTiculars

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the relevant information is given hereunder;

- Conservaton of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efcient computers, IT Assets and other equipments with latest technologies. The expenses on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures.

- Technology Absorpton

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

- Foreign Exchange Earning and Outgo

Foreign Exchange Earning: Rs. 1725.49 Lacs Foreign Exchange Outgo: Rs. 219.17 Lacs

8. FIXED DEPOSITS

During the year, the Company has not invited / received any fixed deposits from the public.

9. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

(i) In the preparation of the annual accounts, the

applicable accounting standards have been followed, along with proper explanation relating to materia departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of afairs of the Company, as at the end of the financial year and of the profits of the Company for that period.

(iii) The Directors have taken proper and sufcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company, and necessary checks and balances are in place for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis

10. DIRECTORS

During the year, Shri Anil Patodia resigned from the Board of Directors of the Company w.e.f from September 30, 2013 and the Members of the Board appreciated the contribution by

Shri Anil Patodia. Also, Shri. Kunnel Prem was appointed as Nominee Director of the Company on September 30, 2013 representing LIC on the Board of the Company. Shri Kunnel Prem resigned from the Board of Directors of the Company w.e.f. April 4, 2014 and the Members of the Board appreciated the contribution by Shri Kunnel Prem during his tenure.

There are Five Directors on the Board of the Company out of which Three Directors namely Shri. Ramesh Joshi, Shri. Sunil Agarwal and Shri. B. L. Meena are Independent Directors who shall not be liable to retire by rotation in terms of sub- section (13) of section 149 of the Companies Act, 2013. The Company has received notice from shareholder under section 160(1) alongwith deposit of requisite amount proposing their appointment as independent director for a consecutive term of 5 years from the date of forthcoming Annual General Meeting. The remaining two Directors namely Shri. Dinesh Nandwana and Shri. Nishikant Kishanrao Hayatnagarkar are Managing Director and Whole Time Director respectively and were earlier not liable to retire by rotation. However in terms o provisions of sub-section (6) of section 152 of the Companies Act, 2013, Shri. Nishikant Kishanrao Hayatnagarkar, Whole Time Director is liable to retire by rotation in terms of sub-section (6) of section 152 of the Companies Act, 2013 and being eligible has ofered himself for reappointment at the forthcoming Annual General Meeting.

The Company has received declaration from all the above independent directors of the Company confirming that they meet with the criteria of the independence as prescribed both under Sub-Section (6) of Companies Act 2013 and under Clause 49 of the Listing Agreement with the Stock exchanges.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

The Company has obtained a certifcate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders.

12. CORPORATE GOVERNANCE

It is an ongoing process for us to comply with the recommendations of the Narayana Murthy Committee constituted by Securities Exchange Board of India (SEBI). For the financial year ended March, 2014, report on Corporate Governance alongwith the Certifcate of the Auditors, M/s S. K. Patodia & Associates, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The company strongly believes that sustainable community development is essential for harmony between the community and the industry. It endeavours to make a positive contribution to the underprivileged communities by supporting a wide range of socio-economic, educational and health initiatives. Also, it is committed to integrate its business values and operations to meet the expectations of all its stakeholders.

In this regard, the Company has in its Board Meeting dated September 1, 2014, adopted the Corporate Social Responsibility (CSR) Policy which encompasses the Company''s philosophy for delineating its responsibility as a corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programmes for welfare & sustainable development of the community at large. The "CSR Policy" as adopted by the company is as per the Companies (Corporate Social Responsibility Policy) Rules, 2014 initiated by the Central Government under the relevant provisions of Section 135 of the Companies Act, 2013 and Schedule VII of the said Act.

The CSR initiative of the company for FY 2013-14 amounted to about Rs. 1.60 Crore which has been spent on various socio- economic upliftment activities which includes establishment of The Indian Institute of Information Technology (IIIT), Kota, Rajasthan for dissemination of knowledge in backward areas of Rajasthan, contribution to Western India Regional Council of The Institute of Chartered Accountants of India, Indian Institute of Technology, Roorkee, etc.

14. AUDITORS

M/s. S. K. Patodia & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the ofce of the Auditors, if re- appointed. The company has received a certifcate from them to the efect that their appointment, if made, would be within the prescribed limits under Section 139(1) of the Companies Act, 2013.

15. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, as amended are given in annexure appended hereto and forms part of this report. In terms of Section 219(1)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Ofce of the Company.

16. ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company''s customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting eforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/- Dinesh Nandwana

Chairman & Managing Director

Place: Mumbai,

Date: September 1, 2014

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Mar 31, 2013

Dear Shareholders,

The are pleased to present the 23rd Annual Report together with the audited Balance Sheet and Profit & Loss Account for the year ended March 31, 2013.

1. PERFORMANCE OF THE COMPANY

The Company''s performance is summarized below:

- FINANCIAL RESULTS

Rs. in Lacs except EPS and per share data

Consolidated

2012-2013 2011-2012 YoY growth (%)

Sales and other income 155,236.18 135,782.48 14.33

Profit before Tax 14,369.24 10,291.75 39.60

Provision for Income Tax 4,373.14 2,034.86 -

Provision for Deferred Tax 972.33 2,143.78 -

Tax for Earlier Year (32.86) (0.00) -

MAT Credit Entitlement (1,376.19) (974.08) -

Profit after Tax 10,432.82 7,087.18 47.20

Appropriations:

Proposed dividend on equity 0.20 0.20 - shares (''per share) (After bonus and Split)

Transfer to General Reserve 819.55 506.30 -

EPS (Rs.) 2.08 1.42 46.48

Stand alone

2012-2013 2011-2012 YoY growth (%)

Sales and other income 156,319.78 135,637.91 15.25

Profit before Tax 14,845.44 9,954.78 49.13

Provision for Income Tax 4,373.09 2,034.45 -

Provision for Deferred Tax 954.13 2,143.78 -

Tax for Earlier Year (32.86) - -

MAT Credit Entitlement (1,376.19) (974.08) -

Profit after Tax 10,927.27 6,750.63 61.87

Appropriations:

Proposed dividend on equity shares (Rs. per share) 0.20 0.20 - (After bonus and Split)

Transfer to General Reserve 819.55 506.30 -

EPS (Rs.) 2.18 1.35 61.48

- PERFORMANCE Consolidated

During the year, your Company recorded the total income of Rs.155,236.18 Lacs from Rs.135,782.48 Lacs in previous year, a growth of 14.33%. The EBITDA stood at Rs.38,671.19 Lacs from Rs.24,616.03 lacs in previous year, an increase of 57.10%. Profit after Tax was increased to Rs.10,432.82 Lacs from Rs.7,087.18 Lacs in previous year, up by 47.20%.

Standalone

During the year, your Company recorded the total income of Rs.156,319.78 Lacs from Rs.135,637.91 Lacs in previous year, a growth of 15.25%. The EBITDA stood at Rs.39,123.45 Lacs from Rs.24,219.90 Lacs in previous year, an increase of 61.53%. Profit after Tax was increased to Rs.10,927.27 Lacs from Rs.6,750.63 Lacs in previous year, up by 61.87%.

Reserves

Your Company has transferred Rs.819.55 Lacs to General Reserve out of amount of Rs.28,651.78 Lacs available for appropriations and balance amount of Rs.26,656.44 is retained in the Profit & Loss Account of your Company.

2. DIVIDEND

Your Directors recommended a dividend of Rs.0.20 per equity share i.e. 20% on each equity share having Face value of Rs.1, subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs.1,175.8 Lacs inclusive of tax amount of Rs.170.80 Lacs.

The dividend, if approved by the shareholders, will be paid to those members whose names appear in the Register of Members on or before the date of Book Closure i.e. September 4, 2013.

3. SHARE CAPITAL

During the year,

Your Company issued and allotted 2019740 Equity Shares having face Value of Rs.1 each under the ''ESOP Scheme 2008'' of the Company to employees and directors of the Company.

After the aforesaid issues & allotment, the paid-up share capital of the Company as on March 31, 2013 was at Rs.50,24,99,320 comprising of 502499320 shares of Rs.1each

4. SUBSIDIARIES

The Company has made an additional investments of Rs.2,50,00,000 comprising of 2500000 equity shares of Rs.10 each in one of its subsidiary companies, eDoc Vision Infotech Private Limited during the year 2012-13.

In terms of the exemption granted by the Central Government vide notification number 5/12/2007-CL-III dated February 8, 2011, the Balance Sheet and Profit & Loss Account, Report of the Board of Directors and Auditors of the Subsidiaries have not been attached with the Annual Report of the Company. However upon request by the shareholder of the Company, the annual accounts of the subsidiary companies will be made available. Pursuant to Section 212 of the Companies Act, 1956, the financial data alongwith equity share capital of the subsidiaries form part of this Annual Report. Further, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, consolidated financial statement presented by the Company includes financial information of its subsidiaries.

The Company has the following subsidiaries:

- eDoc Vision Infotech Pvt. Ltd.

The Company is to focus on consultancy on document and business process outsourcing to various customers. eDoc provides state of the art technology solutions. The Company has been allotted an Industrial plot admeasuring to 5 Acres from HSIIDC at IMT Manesar, Haryana, where on the Company is planning to develop an IT Centre. The project shall be financed partly by Vakrangee Softwares Limited in form of equity and partly by debt from outsiders.

- Vakrangee e-Solutions INC.

We hold 100% of Equity Share capital of the Company which is incorporated in the financial year 2009-10 at Philippines for implementing the project we had bagged for Digitization of critical records for Govt. of Philippines by setting up digitization centers all over Philippines.

- Vakrangee Finserve Ltd.

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Softwares Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the BC Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with State Bank of India, Bank of India and Union Bank of India for carrying out BC services for these banks in identified Gram Panchayats. The services include opening of Bank Accounts, Deposits, Withdrawals and remittances. Besides, the company would provide Business Facilitator Services to these banks which involve mobilization deposits and loans.

The company has a plan to extend its network to about 5000 outlets across the country in the next three years.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed separately with this Annual Report.

6. LISTING AT STOCK EXCHANGE

The equity shares of the Company continue to be listed on Bombay Stock Exchange and National Stock Exchange .The annual listing fees for the year 2012-13 have been paid to these Exchanges

7. DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the relevant information is given hereunder;

- Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumptions by using efficient computers, IT Assets and other equipments with latest technologies. The expense on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures.

- Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

- Foreign Exchange Earning and Outgo Foreign Exchange Earning : Rs.1,089.40 Lacs Foreign Exchange Outgo : Rs.155.13 Lacs

8. FIXED DEPOSITS

During the year, the Company has not invited/received any fixed deposits from the public.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company, as at the end of the financial year and of the profits of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company, and necessary checks and balances are in place for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a Going concern basis.

10. RE-APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Ramesh Joshi and Mr. B. L. Meena retire by rotation and being eligible offer themselves for re- appointment at this Annual General Meeting.

During the year, Mr. K. L. Varma resigned from the Board of Directors w.e.f. October 10, 2012 and the members of the Board appreciated the contribution by Mr. K. L. Varma during his tenure.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 274 of the Act as amended.

11. EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employees Stock Option Scheme (''''Scheme'''') in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (''the SEBI Guidelines''). The Remuneration and Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2013 (cumulative position) are given below:

Date of all grants as at 31.03.2013 Price per options No. of options granted

31.07.2009 Rs.3.095 5414000

30.12.2009 Rs.3.3925 412000

18.05.2010 Rs.7.325 3124000

24.11.2010 Rs.7.5 1735000

12.08.2011 Rs.7.5 1297000

20.07.2012 Rs.20 2190000

20.07.2012 Rs.10 1000000

Total 15172000

Options Vested as at 31.03.2013 Price per options No. of options Vested

31.07.2009 grant Rs.3.095 4293240

30.12.2009 grant Rs.3.3925 196000

18.05.2010 grant Rs.7.325 1696920

24.11.2010 grant Rs.7.5 787580

12.08.2011 grant Rs.7.5 291380

Total 7262100

Options Exercised as at 31.03.2013 Price per options No. of options Exercised

31.07.2009 grant Rs.3.095 3254960

30.12.2009 grant Rs.3.3925 193000

18.05.2010 grant Rs.7.325 1157660

24.11.2010 grant Rs.7.5 411360

12.08.2011 grant Rs.7.5 159040

Total 5176020

The total number of shares arising as a result of exercise of Options 2019740

Options Lapsed as at 31.03.2013 0

Variation in terms of Options 1. The ESOP scheme of the company revised with effect from March 31, 2012 with the total exercise period of four years to six years for the new employees joining after March 31, 2012.

2. The Vesting percentage under the revised ESOP Scheme for the employees joining after March 31, 2012 has been revised from 33% a year to 25% a year. Money realised by exercise of Options Rs.113.30 Lacs

Total number of Options in force as at 31.03.2013 (granted - exercised - lapsed) 9995980

Employee wise details of Options granted to: (pre Bonus and split)

i. Senior managerial personnel

1. Mr. Santosh Dash 1000000 Options

2. Mr. Shashank Chowdhury 15000 Options

ii. Any other employee who received a grant in any one year of Options amounting to 5% or more of Options granted

NIL

iii. Identified employees, who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

NIL

Diluted Earnings Per Share (EPS) before exceptional items pursuant to issue of shares on exercise of Options calculated in accordance with Accounting Standard (AS) 20 ''Earnings Per Share''

Rs.0000.00000

The Company has obtained a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders.

12. CORPORATE GOVERNANCE

It is the ongoing process for us to comply with the recommendations of the Narayana Murthy Committee constituted by Securities Exchange Board of India (SEBI). For the financial year ended March, 2013, report on Corporate Governance along-with the Certificate of the Auditors, M/s S. K. Patodia & Associates, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

13. AUDITORS

M/s. S. K. Patodia & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

14. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are given in annexure appended hereto and forms part of this report. In terms of Section 219(1)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

15. ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company''s customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/-

Dinesh Nandwana

Chairman & Managing Director

Place : Mumbai

Date : July 22, 2013

---

Mar 31, 2012

The are pleased to present the 22nd Annual Report together with the audited Balance Sheet and Profit and Loss Account for the year ended March 31, 2012.

1. PERFORMANCE OF THE COMPANY

The Company's performance is summarized below:

- FINANCIAL RESULTS

Rs. in Crores except EPS and per share data

Consolidated Standalone

2011-2012 2010-2011 YoY growth 2011-2012 2010-2011 YoY (%) growth (%)

Sales and other income 1357.82 890.28 52.52 1356.68 853.77 58.90

Profit before tax 102.91 66.81 54.03 99.55 66.74 49.16

Provision for Income Tax 20.34 14.35 - 20.34 14.35 -

Provision for Deferred Tax 11.70 4.31 - 11.70 4.31 -

Profit after tax 70.87 48.15 47.19 67.51 48.08 47.19 Appropriations:

Proposed dividend on equity 0.20 2.00 - 0.20 2.00 - shares (Rs. (After per share) (After bonus bonus and and Split) Split)

Transfer to General Reserve 5.06 3.69 - 5.06 3.69 -

EPS (Rs.) 1.42 1.07 32.71 1.35 1.07 26.17

- PERFORMANCE Consolidated:

During the year, your Company recorded the total income of Rs.1357.82 Crores from Rs.890.28 Crores in previous year, a growth of 52.52%. The EBITDA stood at Rs.246.16 Crore from Rs.139.48 Crore in previous year, an increase of 76.48%. Profit after Tax was increased to Rs.70.87 crores from Rs.48.15 Crores in previous year, up by 47.19%.

Standalone:

During the year, your Company recorded the total income of Rs.1356.68 Crores from Rs.853.77 Crores in previous year, a growth of 58.90%. The EBITDA stood at Rs.242.20 Crores from Rs.137.94 Crore in previous year, an increase of 75.58%. Profit after Tax was increased to Rs.67.51 Croresfrom Rs.48.08 Crores in previous year, up by 40.41%.

Reserves:

Your Company has transferred Rs.5.06 Crores to General Reserve out of amount of Rs.193.95 Crores available for appropriations and balance amount of Rs.177.24 Crores is retained in the Profit & Loss Account of your Company.

2. DIVIDEND

Your Directors recommended a dividend of Rs.0.20 per equity share i.e. (20% on each equity share having Face value of Rs.1 each, subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs.11.63 Crores inclusive of tax amount of Rs.1.62 Crores.

The dividend, if approved by the shareholders, will be paid to those members whose names appear in the Register of Members as on the date of Annual General Meeting.

3. SHARE CAPITAL During the year,

(a) Your company has allotted 12,20,000 Equity Shares having face Value of Rs.10 each to M/s. Vakrangee Holdings Private Limited (Erstwhile NJD Holdings Private Limited) (one of the Promoter Group Companies) upon conversion of equitable number of Fully Convertible Warrants issued on Preference basis.

(b) Your Company also issued and allotted 92,466 Equity Shares having face Value of Rs.10 each under the 'ESOP Scheme 2008' of the Company to employees and directors of the Company.

After the aforesaid issues & allotment, the paid-up share capital of the Company as on March 31, 2012 was at Rs.25,02,39,790 comprising of 25023979 shares of Rs.10 each.

During the year, the Company passed special Resolution (by way of Postal Ballot) for (a) sub-division of each Equity share of the Company having face value of Rs.10 each into 10 Equity shares having Face Value of Rs.1 each, and (b) Capitalization of Reserves of the Company by issuance of Bonus shares in the ratio of 1:1. The record date for both the Corporate Action was April 13, 2012.

Post the aforesaid Corporate Actions,i.e. as of April 14, 2012, issues & allotments (except allotment of Bonus shares which took place on April 14, 2012), the paid-up share capital of the Company stands increased to 500479580 shares of Rs.1 each aggregating to Rs. 50,04,79,580.

4. SUBSIDIARIES

No additional investments in subsidiaries were made during the year 2011-12.

In terms of the exemption granted by the Central Government vide notification number 5/12/2007-CL-III dated February 8, 2011, the Balance Sheet and Profit and Loss Account, Report of the Board of Directors and Auditors of the Subsidiaries have not been attached with the Annual Report of the Company. However upon request by the shareholder of the Company, the annual accounts of the subsidiary companies will be made available. Pursuant to Section 212 of the Companies Act, 1956, the financial data alongwith equity share capital of the subsidiaries forming part of this Annual Report. Further, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, consolidated financial statement presented by the Company includes financial information of its subsidiaries.

The Company has the following subsidiaries:

- Vakrangee IT Solutions Limited

We hold 100% of Equity Share capital of the Company, originally incorporated as V-Techno Services Limited, Vakrangee IT Solutions Limited has proprietary softwares like Document Management Services (DMS), Human Capital Management (HCM) and School ERP which are ready to be utilized in years to come.

- e-Doc Vision Infotech Pvt. Ltd.

The Company is to focus on consultancy on document and business process outsourcing to various customers. e-Doc Vision provides state of the art technology solutions. The Company has been allotted an Industrial plot admeasuring to 5 Acres from HSIIDC at IMT Manesar, Haryana, where on the Company is planning to develop an IT Centre. The project shall be financed partly by Vakrangee Softwares Limited in form of equity and partly by debt from outsiders.

- Vakrangee e-Solutions INC.

We hold 100% of Equity Share capital of the Company which is incorporated in the financial year 2009-10 at Philippines for implementing the project we have bagged for Digitization of critical records for Govt. of Philippines by setting up digitization centers all over Philippines.

- Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Softwares Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the BC Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with State Bank of India, Bank of India and Union Bank of India for carrying out BC services for these banks in identified Gram Panchayats. The services include opening of Bank Accounts, Deposits, Withdrawals and remittances. Besides, the company would provide Business Facilitator Services to these banks which involve mobilization deposits and loans.

The company has a plan to extend its network to about 5000 outlets across the country in the next three years.

5. MANAGEMENT DISCUSSION & ANALYSIS REPORT Management discussion & Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed separately with this Annual Report.

6. LISTING AT STOCK EXCHANGE

The equity shares of the Company continue to be listed on Bombay Stock Exchange and National Stock Exchange. The annual listing fees for the year 2011-12 have been paid to these Exchanges.

7. DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the relevant information is given hereunder;

- Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumptions by using efficient computers, IT Assets and other equipments with latest technologies. The expense on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures.

- Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

- Foreign Exchange Earning and Outgo Foreign Exchange Earning : Rs.163.02 Lakhs Foreign Exchange Outgo : Rs.6.78 Lakh

8. FIXED DEPOSITS

During the year, the Company has not invited / received any fixed deposits from the public.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company, as at the end of the financial year and of the profits of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company, and necessary checks and balances are in place for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis

10. RE-APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Anil Patodia and Mr. K. L. Varma retire by rotation and being eligible, offer themselves for re-appointment at this Annual General Meeting.

During the year, Mr. B. K. Gupta resigned from the Board of Directors w.e.f. December 29, 2011 and the members of the Board appreciated the contribution by Mr. B. K. Gupta during his tenure.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Director as specified in Section 274 of the Companies Act, 1956 as amended.

11. EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employees Stock Option Scheme (''Scheme'') in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines'). The Remuneration and Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2012 (cumulative position) are given below: (Face Value Rs. 10 Per Share)

Date of all grants as at 31.03.2012 Price per options No. of options granted

31.07.2009 Rs.61.90 270700

30.12.2009 Rs.67.85 20600

18.05.2010 Rs.146.50 156200

24.11.2010 Rs.150 86750

12.08.2011 Rs.150 64850

Total 599100

Options Vested as at 31.03.2012 Price per options No. of options Vested

31.07.2009 grant Rs.61.90 178662

30.12.2009 grant Rs.67.85 13596

18.05.2010 grant Rs.146.50 51546

24.11.2010 grant Rs.150 28628

12.08.2011 grant Rs.150 0

Total 272432

Options Exercised as at 31.03.2012 Price per options No. of options Exercised

31.07.2009 grant Rs.61.90 126748

30.12.2009 grant Rs.67.85 3216

18.05.2010 grant Rs.146.50 24133

24.11.2010 grant Rs.150 3717

12.08.2011 grant Rs.150 0

Total 157814

The total number of shares arising as a result of exercise of Options

92466

Options Lapsed as at 31.03.2012 67368

Variation in terms of Options -

Money realised by exercise of Options Rs.81,11,901

Total number of Options in force as at 31.03.2012 (granted - exercised -lapsed) 373918

Employee wise details of Options granted to: (pre Bonus and split)

i. Senior managerial personnel

1. Mr. Nitin Sharma 15000 Options

2. Mr. Shashank Chowdhury 15000 Options

ii. Any other employee who received a grant in any one year of Options amounting to 5% or more of Options granted NIL

iii. Identified employees, who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding NIL outstanding warrants and conversions) of the Company at the time of grant

Diluted Earnings Per Share (EPS) before exceptional items pursuant to issue of shares on exercise of Options Rs.1.33 calculated in accordance with Accounting Standard (AS) 20 Rs.Earnings Per Share' (Face value Rs.1 per share)

The Company has obtained a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders.

12. CORPORATE GOVERNANCE It is the on going process for us to comply with the recommendations of the Narayana Murthy Committee constituted by Securities Exchange Board of India (SEBI). For the financial year ended March, 2011, report on Corporate Governance along-with the Certificate of the Auditors, M/s S. K. Patodia & Associates, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

13. AUDITORS

M/s. S. K. Patodia & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

14. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are given in annexure appended hereto and forms part of this report. In terms of Section 219( 1 )(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

15. ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/-

Dinesh Nandwana

Chairman & Managing Director

Place: Mumbai,

Date : July 7, 2012

---

Mar 31, 2011

Dear Shareholders,

We are pleased to present the 21st Annual Report together with the Audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2011.

1. PERFORMANCE OF THE COMPANY The Company's performance is summarized below:

Financial Results

(Rs. in Crores except EPS and per share data)

Consolidated Stand alone

2010-2011 2009-2010 2010-2011 2009-2010

Total Income 890.24 428.05 853.75 410.02

Profit before Tax 66.86 31.56 66.79 32.15

Provision for Income Tax 13.32 4.75 13.31 4.75

Provision for Deferred Tax 4.31 3.29 4.31 3.29

Profit after Tax 49.23 23.52 49.17 24.11

Appropriations:

Proposed dividend on equity shares (Rs. per share) 2.00 1.50 2.00 1.50

Transfer to General Reserve 3.69 1.21 3.69 1.21

EPS (Rs.) 21.37 11.00 21.34 11.28

Performance

During the year, your Company recorded the total income of Rs.890.24 crores (previous year Rs.428.05 crores) an increase by 107.98% The EBITDA stood at Rs.139.48 crore (previous year Rs.80.13 crore) an increase by 74.06%. Profit after Tax was Rs.49.23 crores (previous year Rs.23.52 Crores) up by 109.31%. The Management Discussion and Analysis that forms part of the Annual Report provides a detailed analysis of the Company's financials.

2. DIVIDEND

Your Directors recommended a dividend of Rs.2.00 per equity share of Rs.10/- each to be appropriated from the profit of the year 2010-11, subject to the approval by the shareholders at the ensuing Annual General Meeting.

The dividend, if approved by the shareholders, will be paid to those members whose names appear in the Register of Members as on book closure date.

3. SHARE CAPITAL

During the year, (a) Your company has allotted 11,50,000 Equity Shares

having face Value of Rs.10/- each to M/s. NJD Holdings Private Limited (one of the Promoter Group Companies) upon conversion of equivalent number of Fully Convertible Warrants issued on Preference basis.

(b) Your Company also issued 65,348 Equity Shares having face Value of Rs.10/- each under the 'ESOP Scheme 2008' of the Company to employees and directors of the Company.

After the aforesaid issues & allotment, the paid-up share capital of the Company stands increased to 2,37,11,513 shares of Rs.10/- each aggregating to Rs.23,71,15,130.

4. SUBSIDIARIES The Company has the following subsidiaries:

- Vakrangee IT Solutions Limited

Your Company holds 100% of Equity Share capital of the Company, originally incorporated as V-Techno Services Limited, Vakrangee IT Solutions Limited has proprietary softwares like Document Management Services (DMS), Human Capital Management (HCM) and School ERP which are ready to be utilized in years to come.

- e-Doc Vision Infotech Pvt. Ltd.

Your Company holds 100% of Equity Share capital of the Company which is incorporated to focus on consultancy on document and business process outsourcing to various customers. e-Doc Vision provides state of the art technology solutions. The Company has been allotted an Industrial plot admeasuring to 5 Acres from HSIIDC at IMT Manesar, Haryana, where on the Company is planning to develop an IT Centre. The project shall be financed partly by Vakrangee Softwares Limited in form of equity and partly by debt from outsiders.

- Vakrangee Energy Private Limited

Your Company holds 100% of Equity Share capital of the Company which is incorporated to apply and execute energy related projects which shall also include Generation, Distribution and transmission of various types of energy. The Company has applied for the projects called, 'Selection of New Grid Connected Solar Photo Voltaic Project' with NVVN and "policy for promoting generation of electricity through non-conventional energy sources – 2004" with Rajasthan Renewable Energy Corporation, a Government of Rajasthan Undertaking.

- Vakrangee e-Solutions Inc.

Your Company holds 100% of Equity Share capital of the Company which is incorporated in the financial year 2009-10 at Philippines for implementing the project we have bagged for Digitization of critical records for Govt. of Philippines by setting up digitization centers all over Philippines.

The Central Government has granted general exemption

from complying with Section 212 of the Companies Act, 1956 to all companies vide notification number 5/12/2007-CL-III dated February 8, 2011.

In terms of the exemption, the Balance Sheet and Profit and Loss Account, Report of the Board of Directors and Auditors of the Subsidiaries have not been attached with the Annual Report of the Company.

The above said Report / documents will be made available upon request by the shareholder of the Company. However, the financial data alongwith equity share capital of the subsidiaries prepared pursuant to Section 212 of the Companies Act, 1956 which forms part of this Annual Report. Further, pursuant to Accounting Standard 21 issued by the Institute of Chartered Accountants of India, consolidated financial statement presented by the Company includes financial information of its subsidiaries.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed separately with this Annual Report

6. LISTING AT STOCK EXCHANGE

The equity shares of the Company continue to be listed on BSE Ltd and NSE. The annual listing fees for the year 2010-11 have been paid to these Exchanges.

7. DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the relevant information is given hereunder;

- Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumptions by using efficient computers, IT Assets and other equipments with latest technologies. The expense on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures.

- Technology Absorption

Since business & technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

- Foreign Exchange Earning and Outgo

Foreign Exchange Earning : Rs.1371.51 Lakhs Foreign Exchange Outgo : Rs.39.28 Lakhs

8. FIXED DEPOSITS

During the year, the Company has not invited / received any fixed deposits from the public.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company, as at the end of the financial year and of the profits of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company, and necessary checks and balances are in place for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis

10. RE-APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Sunil Agarwal and Mr. Ramesh Joshi retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting.

11. EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employees Stock Option Scheme (''Scheme'') in accordance with the Securities and Exchange Board of India (Employee

Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (

the SEBI Guidelines'). The Remuneration and Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. The applicable disclosures as stipulated under the SEBI Guidelines as at March 31, 2011 (cumulative position) are given below:

Date of grant as at Price per No. of 31.03.2011 options options granted

31.07.2009 Rs.61.90/- 270700

30.12.2009 Rs.67.85/- 20600

18.05.2010 146.50/- 156200

24.11.2010 150/- 86750

Total 534250

Options Vested as at Price per No. of 31.03.2011 options options Vested

31.07.2009 grant Rs.61.90/- 83850

30.12.2009 grant 67.85/- 3433

18.05.2010 grant 146.50/- 0

24.11.2010 grant Rs.150/- 0

Total - 87283

Options Exercised as at Price per No. of 31.03.2011 options options Exercised

31.07.2009 grant Rs.61.90/- 65348

30.12.2009 grant Rs.67.85/- 0

18.05.2010 grant Rs.146.50/- 0

24.11.2010 grant Rs.150/- 0

Total - 65348

The total number of shares 65348 arising as a result of exercise of Options

Options Lapsed as at Price per No. of 31.03.2011 options options Lapsed

31.07.2009 grant Rs.61.90/- 0

30.12.2009 grant Rs.67.85/- 0

18.05.2010 grant Rs.146.50/- 0

24.11.2010 grant Rs.150/- 0

Total - 0

Variation in terms of Options -

Money realised by exercise Rs.40,45,041 of Options

Total number of Options in 4,68,902 force (granted-exercisd- lapsed)

Employee wise details of Options granted to:

i. Senior managerial personnel

1. Mr. Raj Kumar Joshi 15,000 Options

2. Mr. Jude Mathias 15,000 Options

ii. Any other employee NIL

who received a grant in any one year of Options amounting to 5% or more of Options granted

iii. Identified employees, NIL

who were granted Options, during any one year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the Company at the time of grant

Diluted Earnings Per Share Rs.21.31 (EPS) before exceptional items pursuant to issue of shares on exercise of Options calculated in accordance with Accounting Standard (AS) 20 'Earnings Per Share'

The issuance of equity shares pursuant to exercise of Options does not affect the profit and loss account of the Company, as the exercise is made at the market price prevailing as on the date of the grant.

The Company has obtained a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders.

12. CORPORATE GOVERNANCE

It is the on going process for us to comply with the recommendations of the Narayana Murthy Committee constituted by Securities Exchange Board of India (SEBI). For the financial year ended March, 2011, report on Corporate Governance along-with the Certificate of the Auditors, M/s S.K. Patodia & Associates, confirming compliance with conditions of Corporate Governance

as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

13. AUDITORS

M/s. S.K. Patodia & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

14. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are given in annexure appended hereto and forms part of this report. In terms of Section 219(1)(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

15. ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

DINESH NANDWANA Chairman & Managing Director Place : Mumbai, Date : 26th July, 2011

---

Mar 31, 2010

We are pleased to present the 20th Annual Report together with the audited Balance Sheet and Profit and Loss Account for the year ended 31st March 2010.

1. PERFORMANCE OF THE COMPANY

The Companys performance is summarized below:

* FINANCIAL RESULTS

(Rs. in Crores)

2009-2010 2008-2009

Sales and other income 410.02 294.74

IT Assets Write off (Exceptional Item) - 49.29

Profit before tax 32.15 7.11

Provision for Income Tax &FBT 4.75 1.00

Provision for Deferred Tax 3.30 1.68

Profit after tax 24.10 4.43

Appropriations:

Proposed dividend on equityshares 15% 10%

Transfer to General Reserve 1.21 0.11

* PERFORMANCE

Sales of the Company for the year ended March 31, 2010 was Rs. 409.35 Crores (previous year Rs. 294.31 Crores) up by 39.09% and Profit after Tax was Rs. 24.10 crores (previous year Rs. 4.43 Crores). The reason for last years low profits was exceptional item of Rs. 49.29 Crore. The EBITDA was lower at Rs. 78.62 Crore as against Rs. 112.77 Crore in the previous year. This is because the Company having an eye on the future is focusing on system integration business wherein the scope is huge, though the margins are lower in initial years. We expect Better performance in coming years in this segment.The Management Discussion and Analysis that forms part of the Annual Report provides a detailed analysis of the Companys financials.

2. DIVIDEND

The Directors recommend a dividend of Rs. 1.50 per equity share of Rs. 10/- each to be appropriated from the profit of the year 2009-10, subject to the approval by the shareholders at the ensuing Annual General Meeting.

3. SHARE CAPITAL

During the year, the company has allotted 34,70,000 Warrants of which 11,00,000 Warrants were converted into equivalent number of equity shares having face Value of Rs. 10/- on Preferential basis, hence share capital of the Company stands increased to Rs. 22,49,61,650, than was during the last fiscal.

4. SUBSIDIARIES

The Company has the following subsidiaries:

* Vakrangee IT Solutions Limited

We hold 100% of Equity Share capital of the Company. Originally incorporated as V-Techno Services Limited, Vakrangee IT Solutions Limited has proprietary softwares like Document Management Services (DMS), Human Capital Management (HCM) and School ERP which are ready to be utilized in years to come.

* e-Doc Vision Infotech Private Limited

We hold 100% of Equity Share capital of the Company which is incorporated to focus on consultancy on document and business process outsourcing to various customers. e~Doc Vision provides state of the art technology solutions. The Company has been allotted an Industrial plot admeasuring to 5 Acres from HSIIDC at IMT Manesar, Haryana, where the Company is planning to develop an IT Centre. The project shall be financed partly by Vakrangee Softwares Limited in form of equity and partly by debt from outsiders.

* Vakrangee e-Solutions INC.

We hold 100% of Equity Share capital of the Company which is incorporated in the financial

year 2009-10 at Philippines. For implementing the project we have clutched for Digitisation of critical records for Govt, of Philippines by setting up digitisation centers all over Philippines.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed earlier in the document

(refer page no. 16)

6. LISTING AT STOCK EXCHANGE

The equity shares of the Company continue to be listed on BSE and NSE. The annual listing fees for the year 2010-11 have been paid to these Exchanges.

7. DISCLOSURE OF PARTICULARS

As required by the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the relevant information is given hereunder;

* Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumptions by using efficient computers, IT Assets and other equipments with latest technologies. The expense on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures.

* Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

* Foreign Exchange Earning and Outgo

Foreign Exchange Earning :Rs. 677.71 Lakhs

Foreign Exchange Outgo :Rs. 0.97 Lakh

8. FIXED DEPOSITS

The Company has not invited / received any fixed deposits during the year.

9. DIRECTORS RESPONSIBILITY STATEMENT

In terms of provisions of Section 217(2AA) of the Companies Act, 1956, your Directors confirm that;

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures, wherever applicable.

(ii) The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company, as at the end of the financial year and of the profits of the Company for that period.

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company, and necessary checks and balances are in place for preventing and detecting fraud and other irregularities.

(iv) The Directors have prepared the annual accounts on a going concern basis.

10. RE-APPOINTMENT OF DIRECTORS

As per the provisions of the Companies Act, 1956 read with Articles of Association of the Company, Mr. Brij Kishor Gupta, and Mr. Anil Patodia retire by rotation and being eligible offer themselves for re-appointment at this Annual General Meeting.

11. CORPORATE GOVERNANCE

It is the on going process for us to comply with the recommendations of the Narayana Murthy Committee constituted by Securities Exchange Board of India (SEBI). For the financial year ended

31st March, 2010, report on Corporate Governance along-with the Certificate of the Auditors, IWs S. K. Patodia & Associates, confirming compliance with conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

12. AUDITORS

M/s. S. K. Patodia & Associates, Chartered Accountants, retire as Auditors of the Company at the conclusion of the ensuing Annual General Meeting and have confirmed their eligibility and willingness to accept the office of the Auditors, if re-appointed.

13. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975, are given in annexure appended hereto and forms part of this report. In terms of Section 219(1 )(iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office of the Company.

14. ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Companys customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors

Sd/-

Dinesh Nandwana Chairman & Managing Director

Place: Mumbai Date: 10 August, 2010