Dear Shareholders,

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.

The Company's performance is summarized below:

(' in Lakhs)

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

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

Vakrangee Limited continues to evolve as the "GoTo 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 ustomers 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.

Vakrangee Ltd. demonstrated a strong topline performance in FY2024-25, with total income rising by 20.52% from Rs. 21,492.1 Lakhs in FY2023-24 to Rs. 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 Rs. 2,872.1 Lakhs to Rs. 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 Rs. 586.3 Lakhs to Rs. 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 Rs. 435.3 Lakhs in FY24 to Rs. 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 Rs. 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 Rs. 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.

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 website of the Company, https://vakrangee.in/pdf/Policies- PDF/Dividend%20Distribution%20Policy.pdf.

The Paid-up Equity Share Capital of the Company as on March 31, 2025 was Rs. 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 Rs. 1, for cash, by way of a private placement, at an issue price of Rs. 27 per warrant in the Non-Promoter Category and 2,00,00,000 warrants convertible into equity shares of face value of Rs. 1, for cash, by way of a private placement, at an issue price of Rs. 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.

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.

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.

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.

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.

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.

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

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, 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.

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.

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.

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.

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 Rs. 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.”

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.

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:

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 interse, 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, NonExecutive 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.

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.

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).

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.

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.

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

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.

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.

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.

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.

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:

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:

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.

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 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 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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

As required under section 124 of the Act, Unclaimed dividend amount aggregating to Rs. 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

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.

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.

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

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