3. Update On Demerger

The honorable NCLT, Mumbai bench, vide its order dated May 19, 2023, have accorded its approval and duly sanctioned 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 respective shareholders ("Scheme”) which was effected from the appointed date i.e.

April 1,2021. The business of E-Governance & IT/ITES stands transferred to and vested in VL E-Governance & IT Solutions Limited as a going concern w.e.f. appointed date.

In accordance with section 230 to 232 of the Companies Act, 2013, the company filed the NCLT order with the Ministry of Corporate Affairs on May 26, 2023. Consequent to the filing, the scheme became effective from May 26, 2023.

Pursuant to the above scheme, shareholders of the demerged company received, in respect of every 10 (Ten) equity shares of the face value of ' 1/- each fully paid up held in the demerged company, 1 (One) new equity share of resulting company of the face value of ' 10 each fully paid up.

4. Dividend

Your Directors do not recommend dividend on the equity shares for the Financial Year ended March 31,2024..

5. Share Capital

As on March 31,2024, the authorized share capital of the company is ' 1,10,00,00,000 (One Hundred and Ten Crore Rupees Only) comprising of 11,00,00,000 (Eleven Crore) equity shares of ' 10/- each and the paid-up equity share capital of the Company as on March 31, 2024 is ' 1,05,95,13,290 (One Hundred and Five Crore Ninety-Five Lakhs Thirteen Thousand Two Hundred Ninety Rupees only) comprising of 10,59,51,329 ( Ten Crore Fifty Nine Lakhs Fifty One Thousand Three Hundred Twenty Nine) equity shares of ' 10/- each.

During the year under review, the Company has not issued any shares with differential voting rights or granted stock options or sweat equity.

6. Change In Capital Structure Of The Company

The Company had an initial share capital of ' 12,00,00,000/- (Rupees Twelve Crore Only). Pursuant to order of NCLT and upon scheme becoming effective, original share capital of ' 12,00,00,000/- (Rupees Twelve

Crore Only) stands automatically cancelled and reinstated to ' 1,05,94,05,040/- (Rupees One Hundred and Five Crore Ninety-four lakhs Five Thousand and Forty only) by payment of applicable stamp duty and compliance of ROC formalities.

7. TRANSFER TO RESERVES

The Board of Directors of your company has decided not to transfer any amount to Reserve for the year under review.

8. 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. There were no unpaid and unclaimed deposits as on March 31, 2024.

9. Material Changes and Commitments If Any Affecting The Financial Position of The Company Occurred Between The End of The Financial Year To Which This Financial Statement Relate and The Date of Report

There is no material changes and commitments affecting the financial position of the company occurred between the end of the financial year and the date of this report.

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

10. Subsidiaries, Joint Ventures and Associate Companies

The company does not have any subsidiary, associate and Joint Venture as on 31^st March 2024. During the year, no company has ceased to be subsidiary, associate and Joint Venture company.

11. Particulars of Loans, Guarantees or Investments Under Section 186 of The Companies Act, 2013

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.

12. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo is given as under:

• 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 lates' technologies.

• Technology Absorption:

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Our Company continues its focus on quality upgradation and service: development.

• Foreign Exchange Earnings and Outgo: Nil

13. Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Part B of Schedule V read with Regulations 34(2) and 34(3) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations”), is presented in a separate section, forming part of the Annual Report.

14. Corporate Governance

The company is committed to maintain good corporate governance practices. Pursuant to regulation 34(3) read with Part C of schedule V of SEBI (LODR) Regulations, 2015, a separate section on corporate governance along with Certificate from the SARK and Associates LLP, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance is forming part of annual report.

15. Management

There is no change in management of the company during the year under review.

16. Particulars of Contracts or Arrangements with Related Parties

All the contracts/arrangements/Transactions entered during the financial year were on an Arm's length basis and in the ordinary course of business. 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 under review, all the related party transactions entered pursuant to Section 188 of the Companies Act, 2013 were in the ordinary course of business and on an arm's length basis and hence disclosure in Form AOC-2 is not required and there were no materially significant transactions with any of the related parties that may have potential conflict with the interest of the Company at large.

In accordance with the provisions of SEBI LODR the policy on materiality of and dealing with related party transactions as approved by the board is uploaded and the same is available on the website of the company at the link https://vlegovernance.in/policies-and-disclosure. html.

The details of transactions with related parties as per the requirement of IND-AS are disclosed in the notes to the Financial Statements.

17. Disclosures Related To Board, Committees and Policies

Board and Board Meetings

The Company's Board has an optimal combination of executive, non-executive and independent directors (including one women independent director) who bring to the table the right mix of knowledge, skills and expertise.

The Board met at least once in each quarter and 9 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) 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.

Performance Evaluation

Pursuant to the provisions of the Companies Act,2013 and SEBI LODR 2015, the board of directors has carried out Board Evaluation i.e. evaluation of the performance of: (i) the Board as a whole 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 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 VL E-Governance & IT Solutions Limited (herein after referred to as "Charter”) adopted by the Board.

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. Two third of the members, including the Chairman of the Audit Committee are Independent.

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.

Nomination and Remuneration and Compensation Committee

The Company has constituted Nomination and Remuneration and Compensation Committee as per 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 Policy is also uploaded on the web-site of the Company at https:// vlegovernance.in/policies-and-disclosure.html and same has been annexed herewith as "Annexure-1".

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

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.

Based on the recommendation of the CSR Committee, in respect of unspent CSR amount, the board has identified following projects as Ongoing Project which are :

• Eradication of hunger and malnutrition, promoting education, healthcare

With respect to the ongoing projects, the Company, in compliance with section 135(5) and 135(6) of the Companies Act, 2013, has transferred an unspent CSR amount of ' 96.71 Lakhs within a period of thirty days from the end of the financial year to a special account to be opened by the company in that behalf for that financial year in a scheduled bank to be called the Unspent Corporate Social Responsibility Account.

Policy relating to Corporate Social Responsibility is available on the website of the company at https:// vlegovernance.in/policies-and-disclosure.html and the same is enclosed as Annexure-2 forming part of this report

CSR Committee comprises of following:

Further, the disclosures as required under Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is enclosed to this Report in "Annexure-3".

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.

18. Directors and Key Managerial Personnel

During the year under review, there has been following changes in the composition of Board of Directors and Key Managerial Personnel:

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.

Note:- Mr. Nilesh Champalal Wadode was appointed as Company Secretary and Compliance Officer of the Company w.e.f. June 1,2024.

19. Director's Responsibility Statement

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors state that:

a) in the preparation of the Annual Accounts, the applicable Accounting Standards read with requirement set out in schedule III to the Act 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 losses of the Company for that period;

c) they had 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.

20. Vigil Mechanism and Whistleblower Policy

The Company has established a robust Vigil Mechanism and a Whistleblower Policy in accordance with the provisions of the Act and the Listing Regulations. Employees and other stakeholders are required to report actual or suspected violations of applicable laws and regulations and the Code of Conduct. Such genuine concerns can be raised by a Whistle-blower through an e-mail or letter to the Chairman of the Audit Committee. The Vigil Mechanism and Whistle-blower Policy is available on the Company's website and can be accessed at https://vlegovernance.in/policies-and-disclosure.html .

21. Details of Policy Developed and Implementation of Risk Management Policy of The Company

The company is exposed to various financial risks viz. credit risk, liquidity risk, interest rate risk etc. The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy. The said policy is available on the website of the company https://vlegovernance.in/ policies-and-disclosure.html.

22. Company's Policy Relating To Director's Appointment, Payment of Remuneration and Discharge of Their Duties

Companies Policies relating to director appointment and payment of remuneration and criteria for determining qualifications, positive attributes, independence of directors and other matters are uploaded on the website of the company https://vlegovernance.in/policies-and-disclosure.html.

23. Disclosures Related To Remuneration As Per Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel)

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 -4".

24. A Statement On Declaration Under Sub-Section (6) of Section 149 of The Companies Act,

2013 and Regulation 16 (1)(b) of Sebi (Lodr) Regulations, 2015:

All Independent Directors have given declarations affirming that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR 2015 and there has been no change in the circumstances which may affect their status as Independent Directors during the year. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.

25. 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 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.

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

26. Auditors

Statutory Auditors

M/s. B K G & ASSOCIATES, Chartered Accountants (Firm Registration No.114852W) were appointed as the Statutory Auditors of the Company at the Seventh Annual General Meeting held on 12^th June 2023 for a period of 5 years i.e w.e.f June 12, 2023 until the conclusion of Twelfth Annual General Meeting to fill the casual vacancy cause by resignation of M/S. S.K. PATODIA, Chartered Accountants.

The Auditor's Report does not contain any qualifications, reservations, adverse remarks.

Cost Auditors

Cost audit is not applicable to the company for the FY 2023-24 under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014.

Secretarial Auditor:

Pursuant to provisions of section 204 of Companies Act,2013 and the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014, the company has appointed M/S SARK and Associates LLP, Practicing Company Secretaries (LLPIN: ACA-4736) to undertake the secretarial audit of the company. The report on the secretarial audit in prescribed form MR-3 is annexed in this annual report as "Annexure-5".

There is no qualification, reservation and observation and adverse remarks in the report issued by the Secretarial Auditor.

In addition to the Secretarial Audit Report MR-3 and pursuant to SEBI circular dated 8^th February 2019; a report on secretarial compliance (Regulation 24A of SEBI LODR, 2015) by Sumit Khanna, COP NO: 9304, partner of M/S SARK and ASSOCIATES LLP for the financial year 2023-24 has been submitted with stock exchanges. There were no qualifications, reservations, adverse remarks in this report.

Internal Auditor:

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations.

As per provision of section 138 of the Companies Act, 2013, every listed company is required to appoint an internal auditor to conduct internal audit and the functions of the company. The internal audit is entrusted to V K Asawa and Associates Chartered Accountant Firm, Mumbai (FRN - 143338W). The main thrust of internal audit is to test and review controls, appraisal of risks and business processes. Auditor plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

27. Reporting of Fraud By Auditors

The Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act,2013

28. Extract of Annual Return

The Annual Return (MGT-7) of the Company as on March 31, 2024, would be available on the Company's website and can be accessed at https://vlegovernance.in/.

29. Disclosure of Accounting Treatment

Applicable accounting standard as prescribed from time to time under section 133 of the Companies Act, 2013, read with Companies (Accounting Standards) Rules,

2016, have been followed in preparation of the financial statements of the company as at March 31,2024.

30. Transfer To Investor Education and Protection Fund

There were no outstanding unclaimed and unpaid amount with the company and therefore company was not liable to transfer any kind of amount to Investor Education and Protection Fund. Further, as required under section 124 of the Act and pursuant to scheme of arrangement approved by honorable NCLT, total number of 233,145 equity shares have been transferred by the Company to the Investor Education and Protection Fund Authority during the financial year 2023-24. Details of shares transferred have been uploaded on the website of IEPF.

31. Affirmation On Compliance of Secretarial Standards

The Company has followed the applicable Secretarial Standards, with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

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

32. Disclosure Under The Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. During the year 2023-24, no complaints on sexual harassment were received.

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

Company has complied with the provisions of Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013 and rules made thereunder.

33. Other Statutory Disclosures

The Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions related to these items during the year under review:

• Significant or material order passed by any regulators or courts or tribunals against the Company impacting the going concern status and Company's operations in future

• Issue of sweat equity shares or equity shares with differential rights as to dividend, voting or otherwise;

• Provision of money for purchase of its own shares by employees or by trustees for the benefit of employees;

• Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016;

• Instance of one-time settlement with any financial Institution; and

• Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act.

34. Annexures Forming Part of This Report

35. Cautionary Statement

Statements in this Board of directors' report and management discussion and analysis describing the company's objectives, projections, estimates, expectations/predictions may be "forward looking statements” within the meaning of applicable securities laws and regulations. Actual reserves could defer from those expressed or implied.

36. Acknowledgements

Your directors take this opportunity to thank the employees, customers, vendors, investors of the Company and the communities in which the Company operates. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The Board looks forward to their continued support and understanding in the years to come.

For and on behalf of the Board of Directors VL E-Governance & IT Solutions Limited

Sd/-

Dinesh Nandwana

Chairman & Managing Director DIN : 00062532

Place : Mumbai Date : August 12, 2024