Dear Shareholders,

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

1. Performance of the Company

The Company's performance is summarized below:

Financial Results

(` in Lakhs)

Standalone:

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

Consolidated:

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

2. State of Company's Affairs

Today, Vakrangee has emerged as the "Go To Market Platform" for the Rural India for our various Business verticals including the new age Fintech and Digital platforms. We are Building One of India's Largest Last Mile Distribution Platform and emerging as the Physical plus Digital Eco-system with a PAN INDIA Presence. V akrangee is one of the largest franchisee-based, service retail network. We are focused on creating India's extensive network of last-mile retail outlets at every postal code in the country, enabling Indians to benefit from financial, social and digital inclusion. The essence of Vakrangee lies in its unwavering determination to see that every Indian has the opportunity to benefit from financial inclusion and access to the global marketplace.

As a means to achieve our goal, we have bundled modern-day conveniences into our new franchisee-model of Next-Gen Vakrangee Kendra. Vakrangee through its services has tried to bridge the gap between the rural and urban India by providing essentialities such as Banking and ATM services, online shopping, online demat & trading account services, Total healthcare services – including unlimited tele & video consultation with expert doctors, home blood test facility and doorstep delivery of medicines to minimize the potential threat to the health and safety of the Vakrangee franchisees and customers present at remotest locations.

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

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

Vakrangee Digital ventures shall leverage the Vakrangee Eco-system:

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

• Access to Existing Vakrangee Customer base

• Access to Existing network of 20,000+ outlets for

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

During the year, we have introduced the exclusive district level Master Franchisee initiatives. We have strengthened our operations by appointing Master Franchisees in 234

Districts across 27 States, who provide essential support to the existing franchisee outlets and facilitate new franchise acquisitions. We ensure that each district-level Franchisee is connected to their respective District-level Master

Franchisee. These Master Franchisees play a pivotal role in overseeing and ensuring operational compliance for the franchisees within their assigned districts. They take on the responsibility of monitoring the entire process from start to finish, maintaining a keen focus on operational standards and adherence to our established guidelines. This interconnected structure allows for effective supervision and support, ensuring that our franchisees operate in alignment with our organizational objectives and deliver high-quality services to our valued customers.

Additionally, we have expanded our reach by establishing 20,399 active transacting Vakrangee Kendras across 29 States & UTs covering 566 districts, and 5159 postal codes. More than 79% of these outlets are in Tier IV, Tier V and Tier VI sites. The Company's planned target is to have a last mile presence across all postal codes, covering each and every Gram Panchayat in the country. As we move forward to expand our network of Vakrangee Kendras across India, we believe that our growing network will benefit immensely from a regimented degree of standardization and consistency, in terms of the quality of our facilities, and in terms of the service levels we offer our customers. Our aim is to become India's largest rural distribution platform.

By 2030, we plan to have 100% Pan India coverage through our Physical Vakrangee Kendra outlet network along with BharatEasy Digital Mobile App. Our target is to reach 3 lakh + outlets along with Minimum 15,000+ ATMs. We are currently Building a Pan India District level Master franchisee network which would result in strong on-ground operational management as well as Higher scalability in future. We Plan to achieve 100% District level Master Franchisee coverage by March 2024. With this, Our plan is to achieve a Revenue target of US$ 1 Billion by 2030 along with a Gross Transaction Value of more than US$ 150 Billion.

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

In 2022, Vakrangee has been recognized by Sustainalytics as an ESG Global 50 Top Rated company. Vakrangee Limited has been identified as a top ESG performer out of more than

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

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

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

Vakrangee Limited has been accepted as a Signatory of the United Nations Global Compact. We are now part of a global network of over 9,500 companies and 3,000 non-business participants that are committed to building a sustainable future. The UN SDG goals are interconnected, and we intend to implement them in order to make the world a better place. We believe that businesses can have a positive impact on the societies they serve. Our principles of sustainability define how Vakrangee delivers responsible and sustainable growth.

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

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

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

Communication%20of%20Progress%20(COP)%20 Policy.pdf

Update on Business Operations

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

Our Total Income stood (Standalone) ` 165.54 at crore in FY2022-23 as against ` 109.37 crore for the corresponding last year, registering a growth of 51.36%. PAT stood at ` 0.60 crore. Our Full Year GTV (Gross Transaction value) crossed ` 51,000 crores and Total number of Transactions crossed 12.23 crores.

Our Current Focus has been on Expanding our Presence through Building Master Franchisee network & to Strengthen our First Mover Advantage. We are currently

Building a Pan India District level Master franchisee network which would result in strong on-ground operational management as well as better scalability in future. Further, we also believe our Brand awareness and store awareness has increased significantly post COVID-19 pandemic as our kendras have been open and are providing key essential services in their neighborhoods, due to which we believe we shall emerge as the store of choice for our customers for all their Essential needs. With the development of the Digital Economy, India is fastly moving towards Digital Payment Mechanisms and Emerging as a Cashless Society. With the fast pace of digital payment penetration, Cash transactions such as ATM & Banking transactions are expected to witness slow down. Therefore, there would be profitability & viability challenges for standalone business models such as only White Label ATMs, only Banking (AEPS) provider, only Money Transfer providers which are dependent on cash transactions. Vakrangee is future ready with a clear focus on building long term sustainable & profitable business model with focus on Non-Cash based Banking Offering such as Account Opening, Loan Product, Insurance Services,

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

Rural India and our customers trust us with their day to day Banking needs. During FY2023, we opened ~17 lakh bank accounts, 11 lakh+ Insurance / Pension polices and did more than 7.1 crore banking transactions with a Gross Transaction value of ` 38,730 crores. There is a huge Underpenetrated Rural market with huge Retail & MSME Customer Base. Further, there is Lack of trust within the current Rural Customer base. Therefore, Physical Presence & Assistance is a Key Differentiator. Going forward, we are well structured to transition into a Neo Bank as we plan to launch Neo Banking services through our BharatEasy Mobile super app platform. Through this, we are focussed to evolve into a unique O2O (Online to Offline) platform, whereby there would be Assistance available through the Physical Kendra network along with Digital Neo-Banking Services. Further we have strong existing Retail customer base in Rural India and we are focussed on affordable pricing and unique online to offline consumer experience.

Update on Scheme of Arrangement for demerger

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

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

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

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

The Board of Directors of VL E-Governance & IT Solutions Limited ("the Resulting Company") in their meeting held on June 23, 2023 approved the allotment of 10,59,51,329 (Ten Crores Fifty Nine Lakhs Fifty One Thousand Three Hundred Twenty Nine) Equity Shares of ` 10/- each of VL E-Governance & IT Solutions Limited, credited as fully paid up to the equity shareholders of the Demerged Company - Vakrangee Limited whose names were there in the Register of Members as on the Record date i.e. on 15^th June, 2023.

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

3. Dividend

Your Directors are pleased to recommend a dividend of ` 0.05/- per equity share of Re. 1/- each fully paid up of the Company (previous year ` 0.05/- per equity share of Re. 1/- each fully paid up of the Company), subject to the approval by the shareholders at the forthcoming Annual General Meeting. The total dividend payout will be of ` 529.75 Lakhs. No amount is proposed to be transferred to the reserves. The dividend payout is in accordance with company's Dividend Distribution Policy. The Dividend Distribution Policy as adopted by the Company is annexed herewith as "Annexure 1". The policy is also available on the web-site of the Company, https://www.vakrangee.in/policies_ and_guidelines.html.

4. Share Capital

The Paid-up Equity Share Capital of the Company as on March 31, 2023 was ` 105,95,13,290/- comprising of 105,95,13,290 equity shares of Re. 1/- each.

On March 20, 2023, the Company had issued and allotted

13,500 equity shares having face value of Re.1/- each to the employees of the Company upon conversion of stock options resulting in increase in Equity Share Capital of the Company from 105,94,99,790 equity shares to 105,95,13,290 equity shares. The details of the said allotment is as under:

5. Public Deposits

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

6. Subsidiaries

As on March 31, 2023, the Company had four wholly owned subsidiaries viz, Vakrangee Finserve Limited, VL E-Governance & IT Solutions Limited (erstwhile known as Vakrangee Logistics Private Limited), Vakrangee Digital Ventures Limited and Vakrangee e-Solutions INC, Philippines. There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Form AOC 1 is annexed herewith as "Annexure 2".

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its subsidiaries are available on the website of the Company at www. vakrangee.in. These documents will also be available for inspection during the business hours at the registered office of the

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

As on March 31, 2023, as per the provisions of Listing Regulations, as per immediately preceding accounting year, Vakrangee Finserve Limited is a material subsidiary company. The Company has adopted Policy on determining Material Subsidiaries which is available on the website of the Company at https://www.vakrangee.in/policies_and_ guidelines.html.

V akrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the Business Correspondent (BC) Model of Reserve Bank of India (2006) in the area of Financial Inclusion. The Company has already signed agreements with various PSU Banks and their Rural Regional banks for carrying out BC services for these banks in identified Rural, Semi-Urban and Urban areas.

The services include bank activities such as opening of Bank Accounts, Deposits, Withdrawals and Remittances, etc. Besides, the Company would provide Business Facilitator Services to these Banks which involve mobilization of deposits and loans.

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

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

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

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

V akrangee Digital Ventures Limited

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

V akrangee e-Solutions INC

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

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

7. Management Discussion And Analysis Report

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

8. Directors' Responsibility Statement

Your Board of Directors hereby state that:

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

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period;

c) they have taken proper and sufficient care for 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 concern basis;

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

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

9. Corporate Governance

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

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

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

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

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology

Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:

• Conservation of Energy

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

• Technology Absorption

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

• Foreign Exchange Earnings and Outgo

(` in Lakhs)

11. P articulars Of Employees And Other Disclosure

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

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

12. Directors And Key Managerial Personnel

None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2022-23. In the opinion of the Board, all the Independent Directors possess required qualifications, integrity, expertise and experience (including proficiency) for the position and they fulfill the conditions of independence as specified in the Companies Act, 2013 and Listing Regulations and are independent of the management. They also bring in the required skill, competence and expertise that allow them to make effective contributions to the Board and its committees.

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

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

- Mr . Dinesh Nandwana, Managing Director & Group CEO

- Dr . Nishikant Hayatnagarkar, Whole Time Director

- Mr . Ajay Jangid, Chief Financial Officer

- Mr . Sachin Khandekar, Company Secretary & Compliance Officer

Pursuant to the provisions of Section 152(6) of the Companies Act, 2013 Mr. Dinesh Nandwana, Director, retires by rotation and being eligible, offers himself for reappointment at the ensuing Annual General Meeting. As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

13. Declaration Of Independence

All Independent Directors have given declarations affirming that they meet the criteria of independence 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. Boar d Meetings

The Board met at least once in each quarter and 5 meetings of the Board were held during the year and the maximum time gap between two Board meetings did not exceed the time limit prescribed in the Act and SEBI LODR 2015. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.

b. Performance Evaluation

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

The performance evaluation of the Chairman, 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.

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

d. Nomination & Remuneration And Compensation Committee

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

The Board has framed a Nomination and Remuneration and Compensation Policy including fixation of criteria for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel. The same has been annexed herewith as "Annexure 4". The Policy is also uploaded on the web-site of the Company at link: https://vakrangee.in/policies_and_guidelines.html. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

e. Risk Management Committee

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

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

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

1. Ms . Sujata Chattopadhyay – Chairperson

2. Mr . Dinesh Nandwana – Member

3. Dr . Nishikant Hayatnagarkar – Member

4. Ms . Kshitija Tambave - Member The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.

f. Corporate Social Responsibility Committee (CSR)

In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013 the Company has adopted a CSR Policy outlining various CSR activities to be undertaken by the Company. The Company during FY 2022-23 undertook CSR activities by spending the earmarked amount in the fields of Social Awareness, Health Care and Education. The CSR Committee evaluates various proposals diligently and then selects few of them.

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

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

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

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

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

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

CSR Committee comprises of following:

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

g. Stakeholders Relationship Committee

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

h. Boar ESG Committeed

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.

Re viewing 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.

• Con sidering 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:

During the year under review, total 2 (two) meetings of the ESG Committee were held on 13.05.2022 and 21.10.2022 and following is the table showing attendance for the same. The details of meeting attended by its members is as follows:

15. A uditors 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 A uditor's Report do not contain any reservations, adverse remarks or disclaimer.

Secretarial Auditor

M /s. S. K. Jain & Co., Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Company for the financial year 2022 - 2023 as required under Section 204 of the Companies Act, 2013 and the rules thereunder.

The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith as "Annexure 6" to this Report.

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

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

16. Vigil Mechanism / Whistle Blower Policy

As per the provision of Section 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. Dis closure Under the Sexual Harassment Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. During the year 2022 - 23, no complaints on sexual harassment were received.

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

18. Material Changes and Commitment if Any Affecting the Financial Position of the Company No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the Financial Statement relate and the date of this report.

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

19. Contracts or Arrangements with Related Parties

During the year, all contracts / arrangements / transactions entered by the Company were in Ordinary Course of the Business and on Arm's Length basis. There were no material transactions with any related party as defined under Section 188 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. The members may refer Note. 42 to the Financial Statements which sets out Related Party disclosures pursuant to Ind AS. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

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

20. Business Responsibility and Sustainability Report

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

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

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

22. Internal Financial Control and Their Adequacy

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

23. Employees Stock Option Scheme

The Company has in place Employees Stock Option Scheme (‘ESOP Scheme'') namely, ESOP scheme 2014. The ESOP Scheme of the Company is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 ("the Regulations") and no material changes in the scheme was carried out during the year under review. The details required to be disclosed under SEBI Guidelines are available on Company's web-site www. vakrangee.in.

24. Extract of Annual Return

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

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

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

26. Human Resources Development and Industrial Relations

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

The Company has introduced employee friendly policies which has aided in retaining and hiring the best talents in the organization. The Company gives importance in Rewarding and Recognizing (R&R) the well-deserved employee by felicitating them during R&R functions. The Company has introduced employee wellness schemes to boost productivity of employees at work.

27. Affirmation on Compliance of Secretarial Standards

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

28. Rep orting of Frauds

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

29. Disclosure with Respect to Maintenance of Cost Records

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

30. Transfer to Investor Education and Protection Fund

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

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

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

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

31. Integrated Report

The Company being one of the top 1000 companies in the country in terms of market capitalization as on financial year end, has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the members to take well informed decisions and have a better understanding of the Company's long term perspective. The Report also touches upon aspects such as organisation's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.

Cautionary Statement

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

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

Acknowledgement and Appreciation

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

On behalf of the Board of Directors