Your Directors are pleased to present their 30^th Annual Report of the Company on the Business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.

1) FINANCIAL HIGHLIGHTS:

(Rupees in Lakhs)

2) PERFORMANCE REVIEW:

The Company has earned a revenue of Rs.3772.61 lakhs for the Current Year ended 31.03.2024 as compared to Loss of Rs.55.68 lakhs for the previous Year ended 31.03.2023.

3) DIVIDEND

Your Directors have paid interim Dividend of Rs. 0.50 paisa per equity share to its Equity shareholders and Rs. 0.25 paisa per equity share on 9^th May,2024 and 20^th June, 2024 respectively for the Financial Year 2023-24.

4) CHANGE IN THE NATURE OF BUSINESS, IF ANY:

During the Financial year under review, Company has altered its main object and adopt new set of the Memorandum of Association.

5) DEPOSITS:

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from the public was outstanding as on the date of the Balance Sheet.

6) TRANSFERS TO RESERVES:

In view of accumulated losses, the Company was not required to transfer any amount to the Reserves.

7) SHARE CAPITAL

During the year, the Company has issued 54,00,000 equity shares at a price of Rs. 10 per equity share a on preferential basis aggregating to Rs. 5,40,00,000/- (Rupees Five Crores Forty Lakh Only). In this regard, the subscribed and paid-up share capital of the Company has increased from 17,36,63,039 to Rs. 22,76,63,039.

Subsequently, the authorized share capital of the Company has increased from Rs.18,00,00,000/- to Rs.25,00,00,000/-

8) DETAILS OF SUBSIDIARY / JOINT VENTURE/ ASSOCIATES COMPANY

The Company does not have any Subsidiary/ Joint Venture and Associate Companies pursuant to provision of Companies Act, 2013.

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year under review, the Company has not provided Loans, Guarantees or Investments as per Provision of Section 186 of Companies Act, 2013 and Rules made there under.

10) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Adequate internal controls, systems, and checks are in place, commensurate with the size of the Company and the nature of its business. The management exercises financial control on the Company's operations through monitoring and standard operating procedures.

11) RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Information on transactions with related parties pursuant to section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Account) Rules, 2014 are given in "Annexure B" in Form AOC-2 and the same forms part of this report.

12) EMPLOYEES RELATIONS:

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

13) DIRECTORS:

A. Declaration by an Independent Director(s) and Re- Appointment:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed both under the Act and Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

B. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:

During the year under review following changes took place in the Board of Directors and Key Managerial Persons:

• Ms. Manjusha Rahul Bhargav appointed as Additional Director on 27.02.2023 and resigned from the post of Directors on 04.06.2023

• Ms. Manjusha Rahul Bhargav appointed as Additional Director on 08.06.2023.

• Mr. Arminder Singh appointed as Chief Financial Officer of the Company on 27.02.2023 and resigned from the post of Chief Financial Officer on 08.05.2023

• Mr. Kushal Appointed as Company Secretary and Compliance Officer of the Company on 27.02.2023 and resigned from the post of Company Secretary and Compliance Officer on 31.05.2023

• Ms. Akanksha Srivastava appointed as Company Secretary and Compliance Officer of the Company on 11.08.2023

• Mr. Rahul Bhargav appointed as Chief Financial Officer of the Company on 08.05.2023.

None of the Directors of the Company are disqualified under the provisions of Section 164(2) of the Companies Act, 2013.

14) FORMAL ANNUAL EVALUATION:

In terms of the provisions of the Act, the Board has carried out annual evaluation of its own performance, the Directors' Individual performance as well as the evaluation of the working of the Audit Committee, Nomination & Remuneration Committee (NRC) and Stakeholders Relationship Committee (SRC).

15) MEETINGS OF THE BOARD:

During the Financial Year under review 15 (Fifteen) meetings of the Board of Directors were held.

The dates on which the said meetings were held:

• 08th May, 2023

• 26th May, 2023

• 8th June, 2023

• 26^th June, 2023

• 7th July, 2023

• 11th August, 2023

• 24^th August,, 2023

• 10^th September, 2023

• 22^nd September, 2023

• 25^th September, 2023

• 2^nd November, 2023

• 3^rd January,2024

• 13^th February,2024

• 28^th February,2024

• 22^nd March,2024

The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.

16) DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

• In the preparation of the Annual Accounts, the applicable accounting standards have been followed.

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 profit or loss of the Company for the year under review.

• The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The Directors have prepared the Annual Accounts on a going concern basis.

• The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

• The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

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

The particulars as prescribed under sub-section (3)(m) of Section 134 of the Companies Act, 2014 read with Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure-C".

17. COMMITTEE MEETING:

1) AUDIT COMMITTEE:

The Composition of the Audit Committee is in alignment with the provisions of Section 177 of the Companies Act, 2013 read with the Rules issued there under and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.

Five Audit Committee meetings were held as follows:

08^th May,2023, 26^th May, 2023, 11^th August, 2023, 10^th September, 2023, 2^nd November,2023 and 13^th February, 2024.

2) NOMINATION AND REMUNERATION COMMITTEE:

The Committee has the overall responsibility of approving and evaluating the Nomination and Remuneration plans, policies and programs for Executive/ Non-Executive Directors.

The Composition of the Nomination and Remuneration Committee of the Board of Directors of the Company along with the Details of meeting held and attended by the Members of the Committee during the Financial Year 2023-2024 is detailed below:

Date of Nomination and Remuneration Committee Meeting held: 26.05.2023, 11.08.2023, 02.11.2023 & 13/02/2024

3) STAKEHOLDER RELATIONSHIP COMMITTEE:

The Committee has to mandate to review and redress Shareholder grievance including Complaints related to Non-Receipt of Securities/ Share Certificate, Non- Receipt of Balance Sheet, Dividends, etc. The Committee reviews Shareholders' complaints and Resolution thereof.

The constitution of the Stakeholders Relationship Committee of the Board of Directors of the Company along with the details of the meetings held and attended by the Members of the Committee during the Financial Year 2023-2024 is detailed below:

Meeting held on: 26.05.2023, 11.08.2023 and 02.11.2023 & 13.02.2024

4) INDEPENDENT DIRECTORS:

The Company has Independent Directors as per The Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

The independent Directors meet without the presence of Non- Independent Directors. These meetings are formal and enable the Independent Directors to interact and discuss matters including review of performance of the Non Independent Directors and the Board as a whole, review the performance of the Chairman of the Company, taking into account views of Executive/ Non- Executive Directors and assessing the quality, quantity and timeliness of flow of information between the Company's management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The Meeting of Independent Director was held on 09^th February, 2024 and all the Independent Directors of the Company were present at the Meeting.

The Composition of Independent Director is as follows:

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has prepared policy and has put in place vigil Mechanism for Directors and Employees of the Company.

19. PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company's shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board Directors and the designated employees have confirmed compliance with the Code.

20. AUDITORS & AUDITOR'S REPORT:

a. Statutory Auditor:

The Auditor's Report for financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors' Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor's report is enclosed with the financial statements in this Auditor's Report.

During the Financial Year 2023-24, the Auditors have not reported any matter under section 143(12) of the Companies Act,

2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.

b. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Vikas Verma & Associates, Practicing Company Secretaries, to undertake the Secretarial audit of the Company for the Financial Year 2023-2024

c. Secretarial Audit Report

The Secretarial Audit Report for the financial year ended 31st March, 2024 does not contain any qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. (Annexure-IV)

a) Cost Auditors:

The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.

b) Internal auditors

The Company has appointed M/s. B S Saini & Associates Practicing Chartered Accountant (FRN:100358W) as Internal Auditor pursuant to Section 138 of the Companies Act, 2013 read with the rule 13 of the Companies (Accounts) Rules,

2014, for the Financial Year 2023-24 and the Internal Auditor submitted its report to the Board.

21. ANNUAL RETURN:

In accordance with Section 134 (3)(a) of Companies Act, 2013, an Annual Return of the Company for the Financial Year is available on the Website of the company at https://www.vuenowinfratech.co.in.

22. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:

Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure-D" to this Report.

The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.

23. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all Independent Directors of the Company that they meet the criteria of independence as prescribed under Section 149 of the Act and Listing Regulations and there has been no change in the circumstances affecting their status as independent director of the Company.

The above declarations were placed before the Board and the Board is satisfied of the integrity, expertise and experience including proficiency in terms of Section 150(1) of the Act of all Independent Directors on the Board.

All the Directors of the Company have confirmed, that they have complied with the Company's code of conduct and none of the Director is disqualified as on the date of this report.

24. RISK MANAGEMENT POLICY:

The Board has adopted Risk Management Policy for ensuring the orderly and efficient conduct of its business, including adherence to company's policy, safeguarding of its assets, Prevention detection fraud and error etc.

25. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Reports and accounts are being sent to the Members and others entitled thereto, excluding the information on Employees' particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company in advance.

26. FAMILIARISATION PROGRAMMES

The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company's website https://www.vuenowinfratech.co.in.

27. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Management Discussion Analysis Report forms an integral part of this Annual Report.

28. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also forms part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.

29. I NFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE [PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.

30. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No significant and material orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Company's operations in future.

There are no proceedings initiated/ pending against the Company under the Insolvency and Bankruptcy Code, 2016.

31. WEBSITE OF THE COMPANY

Your Company maintains a website https://www.vuenowinfratech.co.in where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.

32. SECRETARIAL STANDARDS

Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

a. Alteration of Memorandum of Association

The company has made the alteration in the Memorandum of Association of the company by alteration in Name clause, Main object clause and other ancillary object clause of the Company vide Special Resolution passed by postal ballot dated 05.04.2023. The Company has changed its name from Good Value Irrigation Limited to Vuenow Infratech Limited and received the fresh Certificate of Incorporation from Registrar of Company on 10^th May, 2023 and approval of Stock Exchange i.e. BSE Ltd. On 29^th May 2023.

The Company has adopted new sets of Memorandum of Association in conformity with the provisions of the Companies Act-2013 and a certificate of confirming Alteration of Object Clause was issued by Registrar of Companies, Mumbai, dated 10^th May, 2023.

b. Alteration of Article of Association

The company has made the alteration in the Article of Association of the company vide Special Resolution passed by postal ballot dated 05.04.2023. The Company has adopted new sets of Article of Association in conformity with the provisions of the Companies Act-2013.

34. CORPORATE GOVERNANCE

Report on Corporate Governance, Pursuant to Regulation 34 read with Schedule-V of SEBI (LODR) Regulations, 2015, and Certificate on Compliance of Corporate Governance form part of this Report

35. ACKNOWLEDGEMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.

For Vuenow Infratech Limited

(Formerly Known as Good Value Irrigation Limited)

Sd/- Sd/-

Rahul Bhargav Manjusha Rahul Bhargav

Managing Director & CFO Director

DIN: 08548577 DIN:10050639

Date: 07.09.2024 Place: Mumbai