Vakrangee Ltd

Dear Shareholders,

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

T he Company's performance is summarized below:

FINANCIAL RESULTS

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

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.

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

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 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 C183.64 crore in FY2023-24 as against C 164.51 crore for the corresponding last year, registering a growth of 11.63%. PAT stood at C 3.87 crore. Cash Profit Stood at C 19.56 Crore. Our Full Year GTV (Gross Transaction value) crossed C 55,000 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

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.

? I ndia-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 C 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 were subsequently listed on BSE and NSE on August 14, 2023.

3. DIVIDEND

Y our Directors are pleased to recommend a dividend 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 vakrangee.in/policies_and_guidelines.html.

4. SHARE CAPITAL

T he Paid-up Equity Share Capital of the Company as on March 31, 2024 was C105,95,13,290/- 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

Dur ing 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

A s 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 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 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 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 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 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 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

Your Board of Directors hereby state that:

a) in the preparation of the annual accounts, for the 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 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.

? T echnology 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.

? F oreign Exchange Earnings and

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 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.

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

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, 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.

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.

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

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:

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".

A s 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.

implemented by the GHG Reduction strategy Committee.

The committee currently comprises of following members of the Board:

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:

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. 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 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

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.

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.

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 ^st March,31 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, status and the Company's operations in future.

26. HUMAN RESOURCES DEVELOPMENT

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.

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

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 no incident of one time settlement for loan taken from commented upon.

33. INTEGRATED REPORT

T he 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.

C AUTIONARY STATEMENT

Stat ements 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.

A CKNOWLEDGEMENT AND APPRECIATION

T he 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.

Annual Report on Corporate Social Responsibility (CSR) activities for the Financial Year 2023-24

2. Composition of CSR Committee:

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any.

6. A verage net profit of the company as per section 135(5). C2026.16 Lakhs

8. (a) CSR amount spent or unspent for the financial year:

(b) Details of CSR amount spent against ongoing projects for the financial year:

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

9. (a) Details of Unspent CSR amount for the preceding three financial years:

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s):

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the financial year (asset-wise details)

11. Specify the reasons(s), if the company has failed to spend The reasons for not spending the CSR amount have been two percent of the average net profit as per Section 135(5). explained in the main Directors Report.

SECRETARIAL AUDIT REPORT

For the Financial Year Ended 31^st March, 2024

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 To, The Members of

Vakrangee Limited

Vakrangee Corporate House, Plot No 93, Road No. 16, M.I.D.C. Marol, Andheri (East), Mumbai – 400093.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Vakrangee Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31^st March, 2024 complied with the statutory provisions listed hereunder and also that the company has proper Board processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2024 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the Rules made thereunder.

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA') and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act'):-a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; c) The Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015; d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; and amendments made from time to time; e) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;; -f ) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities)) Regulations, 2021 (Not applicable as the Listed Entity has not listed its Non-Convertible Securities); g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; - Not applicable to the Company during the Audit Period and i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; - Not applicable to the Company during the Audit Period.

(vi) Other laws applicable to the company: i. Information Technology Act, 2000 ii. Payment and Settlement Systems Act, 2007;

iv. Reserve Bank of India Act, 1934, Rules and Schemes made thereunder

We have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

We have also examined compliance with the applicable clauses of the following: a) Secretarial Standards issued by The Institute of Company Secretaries of India. b) The Listing Agreements entered into by the Company with National Stock Exchange of India Limited and BSE Limited read with The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, guidelines, Standards etc mentioned above and there is no material non-compliance that have come to our knowledge.

We further report that –a) The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non- Executive

Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provision of the Act. b) Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. c) During the financial year under the review, The Hon'ble National Company Law Tribunal, Mumbai (NCLT), by way of its order dated May 19, 2023 ("Order") has vide order dated 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"). d) The Board of Directors of VL E-Governance & IT Solutions Limited ("the Resulting Company") in their meeting held on June 23, 2023 have approved the allotment of 10,59,51,329 (Ten Crores Fifty Nine Lakhs Fifty One Thousand Three Hundred Twenty Nine) Equity Shares of C10/- 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, in the share exchange ratio i.e. VL E-Governance & IT Solutions Limited (Resulting Company) has issued 1 (one) Equity Share of C 10/- each of the VL E-Governance & IT Solutions Limited, for every 10 (Ten) Equity Share of C 1/- each held in Vakrangee Limited e) During the quarter year ended March 31, 2024, the Company has granted 2,83,500 and 8,22,700 new options in two Tranches under Company's "ESOP Scheme 2014" to its eligible employees; f ) 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 C 1, for cash, by way of a private placement, at an issue price of C 27 per warrant in the Non-Promoter Category and 2,00,00,000 warrants convertible into equity shares of face value of C 1, for cash, by way of a private placement, at an issue price of C27 per warrant in the Promoter Category, by passing a Special Resolution. As per Special Resolution, passed by the members, an amount equivalent to at least twenty five per cent of the consideration shall be payable at the time of subscription and allotment of warrants, and the remaining seventy five per cent of the consideration shall be payable on the exercise of options against each such warrant. In the event that the Proposed Allottee does not exercise the option for Equity Shares against any of the warrants within a period of eighteen months from the date of allotment of such Warrants, the unexercised Warrants shall lapse, and the consideration paid by the Proposed Allottee shall be forfeited by the Company. The Company has received In-principle approval from both the Stock Exchanges i.e. NSE and BSE on March 28, 2024 and the board of directors approved the allotment of warrants on March 30, 2024, by passing resolution by circulation under section 175 of the Companies Act, 2013.

We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Company for compliances under other applicable Acts, Laws and Regulations to the Company.

In case of Direct and Indirect Tax Laws like Income Tax Act, Goods and Service Tax Act, We have relied on the Reports given by the Statutory Auditors of the Company.

We further report that during the audit period, the Company has not undertaken event/action having a major bearing on the Company's affairs in pursuance of the above referred laws, Rules, Regulations, Guidelines, Standards, etc.

For Sark & Associates LLP

Corporate Governance Report

PHILOSOPHY OF THE COMPANY ON THE CODE OF CORPORATE GOVERNANCE

Vakrangee's philosophy on Corporate Governance is founded upon a rich legacy of fair, ethical and transparent governance practices. Corporate Governance is that crucial muscle which encourages and moves a viable and accessible financial reporting structure and which enables a transparent system. Through the Governance mechanism in the Company, the Board along with its Committees undertake its fiduciary responsibilities to all its stakeholders by ensuring transparency, fair play and independence in its decision making.

Corporate Governance signifies acceptance by management of the inalienable rights of shareholders as the true owners of the organization and of their own role as trustees on behalf of the shareholders. Strong corporate governance is indispensable to resilient and vibrant capital markets and is an important instrument of investor protection.

At Vakrangee, our aspirations have always been of protecting, strengthening and aligning together the interest of all the stakeholders and to satisfy that we strive hard to implement and continue to follow our core values which are "Belief in people, Entrepreneurship, Customer orientation and pursuit of excellence". Your Company endeavors to put in the right pedestal blocks for future growth and ensuring that we achieve our ambitions in a prudent and sustainable manner with strict adherence to best corporate governance practices.

Corporate Governance is a set of systems and practices to ensure that the affairs of the company are being managed in a way which ensures accountability, transparency, and fairness in all its transactions in the widest sense and meet its stakeholder's aspirations and societal expectations.

At Vakrangee, we are committed to meeting the aspirations of all our stakeholders. This is demonstrated in shareholder returns, our credit ratings, governance processes and an entrepreneurial and performance focused work environment.

The Board of Directors manages the affairs of the company in the best interest of the shareholders, providing necessary guidance and strategic vision. The Board is also responsible to ensure that the Company's management and employees operate with the highest degree of ethical standards.

Over the years, governance processes and systems have been strengthened and institutionalized at Vakrangee. Your Company is committed to maintain the highest standards of Corporate Governance. Your directors adhere to the stipulations set out in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR 2015).

Your Board of Directors present the Corporate Governance Report for the year 2023-24:

BOARD OF DIRECTORS

Composition:

The Board comprises of majority of Independent Directors. It has a good mix of Executive and Non-Executive Directors including Independent Directors with more than fifty percent of the board comprising of non-executive Independent Directors. As on date of this Report, the Board consists of Nine Directors comprising six non-executive Independent Directors (including one women director), one Nominee Director representing Life Insurance Corporation of India Limited (LIC), holding equity investment in the Company and two Executive Directors.

to each other. The profiles of the Directors can be found on https://www.vakrangee.in/board_of_director.html. The composition of Board is in conformity with the SEBI LODR 2015. The Chairperson of the Board is a Non-Executive Independent Director and not related to any of the Directors of the Company.

None of the Director on the Board is a Member of more than ten Committees or Chairman of five Committees (Committees being Audit Committee and Stakeholders Relationship Committee) across all the Indian public companies in which he/she is a Director. Necessary disclosures regarding their committee positions have been made by all the Directors.

None of the Directors hold office in more than ten public companies and seven Listed entities. None of the Independent Directors of the Company serve as an Independent Director in more than seven listed companies. All Directors are also in compliance with the limit on Independent Directorships of Listed Companies as prescribed under regulation 17A of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015. None of the Whole-time Director/Managing Director is an Independent Director in any other listed companies.

the conditions specified in the SEBI LODR 2015 and are independent of the Management.

Chart / matrix setting out the skills/expertise/ competence of the Board of Directors:-

The Board of Directors of the Company is highly structured to ensure a high degree of diversity by age, education/ qualifications, professional background, sector expertise and special skills.

The following are the skills /expertise/competencies as identified by the Board:

The Board consists of 9 directors. The details of the Board of Directors as on March 31, 2024 are given below:

# Ex cludes alternate directorship and directorship in Foreign Companies, Private Companies and Companies governed by Section 8 of the Companies Act, 2013. $ for the purpose of calculating total membership and chairmanship, only Audit Committee and Stakeholders Relationship Committee in public limited companies, whether listed or not are considered as per Regulation 26(1) of the SEBI LODR 2015.

* Mr. Ranbir Datt Nominee Director representing Life Insurance Corporation of India ("LIC") on the Board of the Company has resigned w.e.f.12.02.2024 his term has been completed.

BOARD MEETINGS:

During the financial year 2023-24, your Board met four times on 30/05/2023, 15/07/2023, 11/11/2023 and 06/02/2024 with a maximum time gap not exceeding one hundred and twenty (120) days intervening between two consecutive board meetings as per section 173 of Companies Act, 2013 read with Regulation 17 of SEBI LODR, 2015. The necessary quorum was present for all the meetings. All the Board meetings were held at the Company's registered office at Mumbai, India, through video conferencing.

The attendance of the directors at the Board Meeting and Annual General Meeting (AGM) held during the year is given below:

As stipulated by the Code of Independent Directors under the Companies Act, 2013 and the SEBI LODR 2015, a separate meeting of the Independent Directors of the Company was held on July 14, 2023 to review the performance of Non-Independent Directors, Chairman and the Board as whole. The Independent Directors also reviewed the quality, quantity and timeliness of the flow of information between the Management and the Board and it's Committees which is necessary to effectively and reasonably perform and discharge their duties.

BOARD COMMITTEES

The Board Committees are set up under the formal approval of the Board to carry out clearly defined roles which are considered to be performed by members of the Board, as a part of good governance practice. The constitution of the committees and their terms of reference are set out as below:

AUDIT COMMITTEE

The constitution of Audit Committee is in compliance with the requirements of Section 177 of Companies Act, 2013 read with Regulation 18 of SEBI LODR 2015.

Terms of reference

The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process and, inter alia, performs the following functions:? overseeing the Company's financial reporting process and disclosure of financial information to ensure that the financial statements are correct, sufficient and credible;? reviewing and examining with management the quarterly financial results before submission to the Board;? reviewing and examining with management the annual financial statements before submission to the Board and the auditors' report thereon before submission to the board for approval with particular reference to: (a) matters required to be included in the director's responsibility statement to be included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; (b) changes, if any, in accounting policies and practices and reasons for the same; based on the exercise of judgment by management; (d) significant adjustments made in the financial statements arising out of audit findings; (e) compliance with listing and other legal requirements relating to financial statements;

(f ) disclosure of any related party transactions; (g) modified opinion(s) in the draft audit report;? scrutiny of inter-corporate loans and investments made by the Company;? reviewing with management the annual financial statements as well as investments made by the unlisted subsidiary companies;? reviewing, approving or subsequently modifying any Related Party Transactions in accordance with the Related Party Transaction Policy of the Company;? approving the appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate;? recommending the appointment, remuneration and terms of appointment of Statutory Auditors of the Company and approval for payment of any other services;? reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;? reviewing management letters / letters of internal control weaknesses issued by the Statutory Auditors;? discussing with Statutory Auditors, before the commencement of audit, on the nature and scope of audit as well as having post-audit discussion to ascertain area of concern, if any;? reviewing with management, Statutory Auditors and Internal Auditor, the adequacy of internal control systems;? reviewing the financial statements, in particular, the investments made by the unlisted subsidiaries;? recommending appointment, remuneration and terms of appointment of Internal Auditor of the Company;? reviewing the adequacy of internal audit function and discussing with Internal Auditor any significant finding and reviewing the progress of corrective actions on such issues;? evaluating internal financial controls and risk management systems;? evaluating ‘undertaking or assets' of the Company, wherever it is necessary; mechanism;

? reviewing the utilization of loans and/or advances from/investment in subsidiaries;? Reviewing implementation of Anti-Money Laundering Compliance Program and processes.

? Considering and commenting on rationale, cost benefit analysis and impact of schemes involving merger, demerger, amalgamation, etc on listed entity and its shareholder;

Composition

The composition of Audit Committee as on March 31, 2024 is as follows:

Meetings & Attendance during the year

There were four meetings of the Audit Committee viz. on 30/05/2023, 15/07/2023, 11/11/2023 and 06/02/2024 and following is the table showing attendance for the same. The Company Secretary acts as the Secretary to the Committee. The details of meeting attended by its members is as follows:

NOMINATION AND REMUNERATION AND COMPENSATION COMMITTEE

The Nomination and Remuneration and Compensation Committee (NRC Committee) of the Company consists of three non-executive Independent Directors and its composition is as per the requirements of Section 178 of the Companies Act, 2013 read with Regulation 19 of the SEBI LODR 2015. Its composition as on March 31, 2024 is as follows:

? To formulate criteria for determining qualifications, positive attributes and independence of a Director.? To formulate criteria for evaluation of performance of Independent Directors and the Board of Directors.? ?To identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down in this policy.

? To carry out evaluation of Director's performance.? To recommend to the Board the appointment and removal of Directors and Senior Management.? To recommend to the Board policy relating to remuneration for Directors, Key Managerial Personnel and Senior Management.

? To devise a policy on Board diversity, composition, size.? Succession planning for replacing Key Executives and overseeing.

? To carry out any other functions as is mandated by the Board from time to time and / or enforced by any statutory notification, amendment or modification, as may be applicable.

? To perform such other functions as may be necessary or appropriate for the performance of its duties.

Meetings & Attendance during the year

During the year under review, one meetings of the NRC Committee were held on 14/07/2023 and following is the table showing attendance for the same. The details of meeting attended by its members is as follows:

The Board of Directors has framed the Nomination and Remuneration and Compensation Policy on Nomination and remuneration of Directors, Key Managerial Personnel and Senior Management and the same is available on https://www.vakrangee.in/policies_and_guidelines.html. The remuneration paid to the Executive Directors is in accordance with the provisions of Section 197 and Part II of Schedule V of Companies Act, 2013.

per the limit prescribed under the Companies Act, 2013 for attending Board Meetings and the meetings of the committees thereof.

The Directors, whether whole-time or not, (but excluding Independent Directors and Promoters) of the Company and its subsidiaries, working in India or abroad shall be eligible to participate in the ESOP Schemes of the Company, provided that a director holding, either by himself or through his relative or through anybody 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.

Performance Evaluation of Board of Directors

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 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 July 14, 2023.

Remuneration of Directors

The details of remuneration paid to Directors during the financial year 2023-2024 are as under:

(a) Non - Executive Directors H ( In Lakhs)

Independent Directors and Non – Independent, Non - Executive Directors are paid sitting fees of C 50,000/- for attending each Meeting of the Board and Members of the Audit Committee are paid sitting fees of C 5,000/-

Remuneration and Compensation Committee are paid sitting fees of C25,000/- per meeting.

Sitting fees paid to Independent Directors and Non - Independent Non - Executive Directors are within the regulatory limits.

(b) Executive Directors (H In Lakhs)

The service contracts for Mr. Dinesh Nandwana and Dr. Nishikant Hayatnagarkar is for a period of five years effective from October 1, 2019 and October 01, 2020 respectively. The notice period is six months for Mr. Dinesh Nandwana and three months for Dr. Nishikant Hayatnagarkar. There are no severance fees.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

During the financial year under review, one meeting of Stakeholders Relationship Committee was held on February 06, 2024 and all the members were present at the meeting.

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 composition of the Committee as on March 31, 2024 is as follows:

The Terms of Reference of the committee include:? De-materialization of Shares.

? Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, non receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meeting etc.

voting rights by shareholders.

? To review adherence to the service standards adopted by the listed entity in respect of various service being rendered by the Registrar and Share Transfer Agent.? To review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

? Any other related issue.

Mr. Sachin Khandekar, Company Secretary, functions as Compliance Officer as required under SEBI LODR 2015 and also acts as Nodal Officer to ensure compliance with IEPF Rules.

During the financial year under review, 3 (three) complaints was received from the shareholder and none of them were pending as on March 31, 2024.

The Company had no transfers pending at the close of 31.03.2024.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

As per the requirements of Section 135 of the Companies Act, 2013, the Company has, constituted a Corporate Social Responsibility Committee (the "CSR Committee"). The company has adopted a CSR Policy which is available on the website of the Company.

The composition of the committee as on March 31, 2024 is as follows:

The role of Corporate Social Responsibility Committee is as follows:? formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company;? recommending the amount of expenditure to be incurred on CSR activities of the Company;? monitoring CSR Policy of the Company from time to time;? formulate and recommend to the Board an Annual Action Plan in pursuance of the CSR Policy; the projects undertaken by the Company.

RISK MANAGEMENT COMMITTEE

As per the requirements of Regulation 21 of SEBI LODR 2015, the Company has constituted Risk Management Committee.

During the financial year under review, two meetings of Risk Management Committee were held on May 29, 2023 and November 11, 2023 and all the members were present at the meeting. The meetings were conducted in accordance with the provisions of Regulation 21 of SEBI LODR, 2015.

The composition of the Committee as on March 31, 2024 is as follows:

The brief Terms of Reference of the committee include:? Review of strategic risk arising out of adverse business decisions and lack of responsiveness to changes;? Review of operational risks;? Review of financial and reporting risks;? Review of compliance risks;? Review of risk related to Data Privacy;? Inquiring about existing risk management processes and review the effectiveness of those processes in identifying, assessing and managing the Company's most significant enterprise - wide risk exposures;? Review periodically key risk indicators and management response thereto.

? To formulate a detailed risk management policy which shall include: a. A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee. b. Measures for risk mitigation including systems and processes for internal control of identified risks. c. Business continuity plan.

and systems are in place to monitor and evaluate risks associated with the business of the Company;? To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management systems;? To keep the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken; The Risk Management Committee shall coordinate its activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the board of directors.

General Body Meetings

Date, Venue and Time for the last three Annual General Meetings.

RESOLUTION(S) PASSED THROUGH POSTAL BALLOT

Postal Ballot

The postal ballot is conducted in accordance with the provisions contained in Section 110 and other applicable provisions, if any, of the Companies Act, 2013, read with Rule 22 of the Companies (Management and Administration) Rules, 2014. The postal ballot notice is sent to shareholders

Company also publishes a notice in the newspapers in accordance with the requirements under the Companies Act, 2013.

Shareholders holding equity shares as on the cut-off date may cast their votes through e-voting or through postal ballot during the voting period fixed for this purpose. After completion of scrutiny of votes, the scrutinizer submits his report to the Chairman and the results of voting by postal ballot are announced within two working days of conclusion of the voting period. The results are displayed on the website of the Company (https://www.vakrangee.in), and communicated to the Stock Exchanges, Depositories. The resolutions, if passed by the requisite majority, are deemed to have been passed on the last date specified for remote e-voting.

The Company sought the approval of shareholders through notice of postal ballot dated February 08, 2024 to approve Preferential Allotment of up to 6,00,00,000 Convertible Warrants to the Promoter Group and Non Promoter Category by way of special resolution. The aforesaid resolution was duly passed and the results of postal ballot/e-voting were announced on March 9, 2024. Mr. Mehul Raval (Membership No. ACS 18300) Practicing Company Secretary was appointed as the Scrutinizer for scrutinizing the postal ballot voting process in a fair and transparent manner. The result of Postal Ballot was declared on March 9, 2024and the details are provided as follows:

The Company had conducted the postal ballot exercise in the manner provided under the provisions of Section 110 and other applicable provisions, if any, of the Act read together with Rule 22 of the Companies (Management and Administration) Rules, 2014.

No business is proposed to be transacted through postal ballot at the forthcoming Annual General Meeting.

MEANS OF COMMUNICATION:

Quarterly, half-yearly and annual financial results of the Company are communicated to the stock exchanges immediately after the same are approved by the Board and those are published in prominent English (Free Press Journal) and Marathi (Nav Shakti) newspapers. The results and other news releases are also posted on the Company's website, www.vakrangee.in.

quarterly, half - yearly as well as annual financial results are available on the Company's website, www.vakrangee.in. and are also sent to the Stock Exchanges.

EQUITY SHARES IN THE SUSPENSE ACCOUNT

As on March 31, 2024, no shares are lying in suspense account.

GENERAL SHAREHOLDERS INFORMATION

Annual General Meeting

The 34^th Annual General Meeting (AGM) of the Company will be held on September 27, 2024 at 11:00 AM. The Company is conducting meeting in accordance with the General Circular issued by the MCA on December 28, 2022 & other relevant MCA Circulars, through VC / OAVM. For details please refer to the Notice of this AGM.

Financial Year

The financial year of the company is April 1 to March 31.

Financial Calendar for 2024-25

Book Closure:

As mentioned in the Notice of this AGM.

Dividend payment:

i. Payment date:

Dividend, when declared at the AGM, will be paid within 30 days from the date of AGM.

Listing on Stock Exchanges:

Your company's securities are listed on the following stock exchanges.

BSE Ltd.

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001 National Stock Exchange of India Ltd.

Exchange Plaza, 5^th Floor, Plot No. C/1, G Block, Bandra East, Mumbai - 400 051.

Listing fees as applicable have been paid to the above Stock Exchanges.

Stock Code

Stock Market Data relating to Equity Shares listed in India:

Stock Performance of Vakrangee Limited v/s BSE Sensex & Nifty:

Bigshare Services Pvt. Ltd.

Pinnacle Business Park, Office No S6-2, 6^th, Mahakali Caves Rd, next to Ahura Centre, Andheri East, Mumbai, 400093. Telephone No. : 022-62638200 Fax No.- : 022-62638299 Email : investor@bigshareonline.com

Share Transfer System

In terms of Regulation 40(1) of SEBI LODR 2015, as amended, securities can be transferred only in dematerialized form w.e.f. April 1, 2019, except in case of request received for transmission or transposition of securities. Members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Transfers of equity shares in electronic form are effected through the depositories with no involvement of the Company.

All requests for dematerialisation of shares are processed and the confirmation is given to respective Depositories i.e., National Securities Depository Limited and Central Depository Services (India) Limited, generally within 21 days.

The Company obtains yearly certificate from a Company Secretary in Practice to the effect that all certificates have been issued within thirty days of the date of lodgement of the transfer, sub division, consolidation and renewal as required under Regulation 40(9) of SEBI LODR 2015 and files a copy of the said certificate with the concerned Stock Exchanges.

Distribution of shareholding as on March 31, 2024: - (Face Value D1/- per Share)

Category wise Shareholding as on March 31, 2024

Dematerialization of Shares and Liquidity:

The Company's shares are traded in dematerialized form and are available for trading with both the depositories, namely, National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

Outstanding GDRs, ADRs, warrants or any convertible instruments.

The Company has not issued any GDRs/ADRs during the FY 2023-24. Your Company has issued 60000000 convertible warrants on preferential basis. on March 30, 2024 convertible within 18 months from the date of issue The paid up capital of the company may increase to that extent.

Commodity Price Risks or Foreign Exchange Risks and Hedging Activities:

The details of foreign currency exposure have been disclosed in standalone notes to accounts of the Annual Report.

Plant Locations:

In view of the nature of the Company's business viz. Specialty Retail, the Company operates from various offices in India and does not have any manufacturing plant.

Address of Correspondence:

The address of correspondence:

Vakrangee Limited

"Vakrangee Corporate House", Plot No. 93, Road No. 16, M.I.D.C. Marol, Andheri (E), Mumbai – 400 093.

Shareholders can contact the following offcials for Secretarial matters related to the Company:

Credit Ratings:

During the year under review, the Company has not obtained any credit ratings.

DISCLOSURES

Disclosure on materially significant Related Party Transactions that may have potential conflict with the interest of the Company at large.

During the year there were no material significant transactions with the related parties. The policy as to Related Party Transactions as approved by the Board, is available on the Company's website, https://vakrangee.in/policies_and_ guidelines.html.

Necessary disclosures as to Related Party Transactions, as required have been made in the standalone notes to accounts of the Annual Report.

Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years:

During the last three years, there were no strictures or penalties imposed by either the Securities and Exchange Board of India or the Stock Exchanges or any statutory authorities for non-compliance of any matter related to the capital markets.

In line with the best Corporate Governance practices, Company has put in place a system through which the Directors and Employees, Franchisee, Business Partner, Vendor 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 Employees and Directors may report to the Compliance Officer and no personnel has been denied direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company, https://vakrangee.in/policies_and_guidelines. html.

Compliance with Discretionary requirements of SEBI LODR 2015:

The Company has complied with all the mandatory requirements of SEBI (LODR) 2015. The status of compliance with discretionary requirements under Regulation 27(1) and Part E Schedule II of SEBI (LODR), 2015 is provided below:

? Shareholders' Rights: As the quarterly and half yearly financial results are published in the newspapers and are also posted on the Company's website, the same are not sent to the shareholders.

? Audit Qualifications: The Company's financial statement for the financial year 2023-24 does not contain any audit qualification.

? Separate posts of Chairperson and the Managing

Director or the Chief Executive Officer: There are separate posts of Chairperson and Managing Director & Group CEO of the Company and the Chairman of the Company is Independent Director and is not related to the Managing Director & Group CEO.

? Reporting of Internal Auditor: The Internal Auditor of the Company directly reports to the Audit Committee.

DETAILS OF THE COMPANY'S MATERIAL SUBSIDIARIES

During the year under review, Vakrangee Finserve Limited was the material subsidiary of the Company as per SEBI LODR, 2015.

Date of incorporation: 07^th September 2011 Place of incorporation: Mumbai

Name of the Statutory Auditors: M/s. R. R. Bajaj & Associates Date of appointment of statutory auditors: August 25, 2021

Material subsidiaries and is available on the website of the company, https://vakrangee.in/policies_and_guidelines. html.

LOANS AND ADVANCES IN THE NATURE OF LOANS

During FY 2023-24, neither the Company nor any of its subsidiaries have provided ‘Loans and advances in the nature of loans' to firms/companies in which the directors are interested.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company at its various meetings held during the Financial year 2023-24 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize them with the Company's policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors.

The Familiarization Policy along with the details of familiarization program imparted to the Independent Directors is available on the website of the Company at https://vakrangee.in/policies_and_guidelines.html.

Vakrangee's Code of Conduct

The Board of Directors of the Company has laid down a code of conduct for the Board and all senior management employees of the Company. The same has been posted on the website of the Company https://vakrangee.in/policies_ and_guidelines.html. The Company confirms that all Board members and senior management personnel have and shall continue to affirm compliance with the code on an annual basis.

Vakrangee's Code for Preventing Insider Trading

Vakrangee Ltd has Code of Conduct for Prevention of Insider Trading (‘VL Code') in the shares of the Company which is in line with SEBI (Prohibition of Insider Trading) Regulations, 2015 and followed in spirit.

The Company is in Compliance with,

? The Corporate Governance Requirements as specified in regulation 17 to 27 and clauses (b) to (i) of sub regulation (2) of regulation 46.

? all the requirements mentioned in sub- paras (2) to (10) of section C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.? During the year under review the Board has accepted all the recommendations of its Committees.

? The Company has obtained certificate from SARK and Associates LLP., Practicing Company Secretaries that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of the Companies by the Board/Ministry of Corporate Affairs or any such Statutory Authority.

Total fees for all services paid by the Company and its subsidiaries, on a consolidated basis, to the Statutory Auditor the Statutory Auditor is a part is given below:

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

Compliance Certificate:

The Compliance Certificate issued by Mr. Sumit Khanna of SARK and Associates LLP., Practicing Company Secretaries on Compliance with the Corporate Governance requirements by the Company is annexed herewith.

I, hereby, confirm and declare that in terms of Regulation 26(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, all the Board members and Senior Management Personnel of the company have affirmed compliance with the "Code of Conduct for the Board of Directors and the Senior Management Personnel", for the financial year 2023-24.