The Board of Directors ('Board') of Vakrangee Limited ('Company') expresses profound grief on the sad demise of Mr. Dinesh Ji
Nandwana - the Chairman Emeritus of the Company. The Board places on record its deep respect and enduring gratitude to Mr.
Dinesh ji and praises his contribution as a first-generation entrepreneur who played an important role in bringing the company
to its present level based on very strong fundamentals and further conveyed the heartful condolence to the bereaved family. Mr.
Dinesh Ji's legacy of innovation, philanthropy, and commitment to excellence will continue to inspire us in times to come.

The directors take pleasure in presenting 35th Annual Report on the affairs of the Company together with the Audited Statement
of Accounts for the financial year ended March 31,2025.

1. Performance of the Company

The Company's performance is summarized below:

Financial results

(J- I

PERFORMANCE

Standalone:

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

Consolidated:

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

2. State of Company's Affairs

Vakrangee Limited continues to evolve as the "Go¬
To Market Platform” for Rural India, leveraging its
extensive reach and robust infrastructure across its
various business verticals, including new-age Fintech
and Digital platforms. The Company is steadfast in its
mission to build one of India's largest last-mile rural
distribution network, integrating both physical and digital
touchpoints with a PAN India presence.

Vakrangee operates one of the largest franchisee-based,
multi-service retail networks in the country, with a core
objective of establishing a retail outlet in every postal
code of India. Our efforts are centered around facilitating
financial, social, and digital inclusion, particularly in
under-served and unserved regions.

At the heart of Vakrangee's purpose is a deep
commitment to ensuring that every Indian citizen
has access to essential financial services and the
broader digital economy. Through our enhanced
Vakrangee Kendra franchise model, we have bundled a
comprehensive suite of modern-day services, including:

• Banking and ATM access

• Financial and investment services (including online
Demat & trading accounts)

• E-commerce and online shopping

• Total healthcare solutions - encompassing tele/
video consultations with doctors, home diagnostic
services, and medicine delivery

• PAN card services & other services

These services have enabled us to bridge the rural-urban
divide, ensuring equitable access to basic services
while also safeguarding the health and well-being of

customers and franchisees in remote locations.

In addition, Vakrangee has its own mobile digital
platform - the BharatEasy Super App, envisioned as
"India ka Super App”, focused on addressing the unique
needs of Rural India. The platform hosts a growing
bouquet of services such as:

• Online shopping & agricultural products

• Healthcare services

• PAN card services

This integrated Physical Digital (Phygital) approach
positions Vakrangee as a key enabler in empowering
rural communities and driving inclusive growth by
providing access to a wide range of essential services at
the customer's doorstep.

Our distribution platform is driven by the Master
Franchisee and Franchisee model, a cornerstone of our
business strategy, which enables us to scale efficiently
while delivering a diverse range of products and services
across vast geographies. We are making steady
progress towards establishing our last-mile presence
across all postal codes, covering every Gram Panchayat
in the country.

The Master Franchisee and Franchisee model is
inherently scalable, allowing us to penetrate even the
most remote and underserved regions. With a flexible,
franchise-based approach, we can adapt to local market
conditions while maintaining a unified operational
standard across the entire network. This model provides
the foundation for our ambitious growth plans, enabling
nationwide coverage while minimising operational risks.

Together, master franchisees and franchisees create
a seamless last-mile distribution network. This
network is highly scalable because each franchise
is an independent entity with a vested interest in
success. Franchisee is a local village-level entrepreneur,
taking ownership of day-to-day operations, customer
satisfaction, and market penetration. Meanwhile, the
master franchisee ensures they are fully supported with
training, marketing, and operational guidance, creating a
synergy that fuels growth.

We are delighted to announce the appointment of
Master Franchisees in 546 districts across 32 States
(as of March 31,2025), marking a significant milestone
in expanding our nationwide network coverage. Our
ambitious goal for the end of this fiscal year is to
achieve complete 100% district coverage through
our master franchise network. By empowering
local entrepreneurs, we not only drive our growth

but also make a significant contribution to regional
economic development and create opportunities for
entrepreneurial success.

For FY2025, we have established a strong and
expansive presence with a total of 22,986 Vakrangee
Kendra outlets nationwide. This widespread coverage
spans over 32 states and union territories, ensuring
that our services are accessible to a broad customer
base. Moreover, we have successfully established a
presence in 546 districts and 5,835 postal codes, further
strengthening our network. Notably, our commitment to
serving underserved markets is evident as 83% of our
outlets are located in Tier 4-6 cities.

Furthermore, the Company has strategically ventured
into sourcing and distributing private-label and white-
label products. By leveraging the extensive Vakrangee
Kendra network, which includes both Franchisee and
Master Franchisee channels, we aim to distribute
our proprietary, branded e-commerce products for
consumers and retailers. Additionally, the Company has
plans to diversify into other consumer and retail product
categories, thereby expanding our footprint in the
broader market.

Strategic partnerships also underpin Vakrangee's
growth model. In FY2025, the company entered into
multiple collaborations, including those with Kotak Bank,
Canara Bank, Central Bank of India, Bangiya Gramin
Vikash Bank, Aditya Birla Health Insurance Company
Limited, Future Generali India Insurance Company
Limited, and Shriram Life Insurance Company Limited,
thereby enhancing its offerings in banking and insurance
services.

Vakrangee's entry into the apparel segment in October
2024 marks a strategic diversification, expanding its
private-label offerings in key districts and semi-urban
markets. Vakrangee offers affordable, quality clothing
in ready-to-wear and made-to-order formats. This
initiative strengthens its Kendras as multi-category rural
commerce hubs, furthering its mission of financial and
digital inclusion through diversified access.

Vakrangee's commitment to inclusive growth is
deeply rooted in its franchising model, where local
entrepreneurs—Master Franchisees and Kendra
operators—are incentivised through structured
commissions and performance bonuses. This
ecosystem approach not only ensures scale and reach
but also contributes to local economic development by
empowering grassroots entrepreneurs.

As India progresses towards becoming a digitally
empowered society, Vakrangee is strategically
positioned to play a critical role. With an integrated
phygital model, a robust technology backbone, and a
growing portfolio of essential services, the company
remains committed to bridging the urban-rural digital
divide and achieving sustainable growth.

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

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

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

The UN SDG goals are interconnected, and we intend
to implement them in order to make the world a better
place. We believe that businesses can have a positive
impact on the societies they serve. Our principles of
sustainability define how Vakrangee delivers responsible
and sustainable growth.

Update on Business Operations

Vakrangee Ltd. demonstrated a strong topline
performance in FY2024-25, with total income rising
by 20.52% from ?21,492.1 Lakhs in FY2023-24 to

?25,902.6 Lakhs in FY2024-25. This growth reflects
the continued expansion of its service offerings and
geographic footprint, driven by deeper rural penetration.
We expect this trend to continue due to the introduction
of new services, new verticals, including apparel retail
and Vortex ATM manufacturing.

However, EBITDA witnessed a marginal decline of
2.08%, reducing from ?2,872.1 Lakhs to ?2,812.3 Lakhs.
This decline, despite higher revenues, suggests an
increase in operating expenses due to investments
in new initiatives, network expansion, technology
enhancements, and marketing efforts. Consequently,
the EBITDA margin contracted by 250 basis points,
from 13.36% in FY24 to 10.86% in FY25, pointing to the
transitional phase of scaling operations and onboarding
new business verticals.

Profit Before Tax (PBT) increased by 63.72%, rising
from ?586.3 Lakhs to ?959.9 Lakhs. The corresponding
PBT margin improved by 98 basis points, from 2.73%
to 3.71%, driven by better control over non-operational
costs and possible gains from optimising resource
utilisation and revenue diversification.

In line with the PBT trend, Profit After Tax (PAT) rose by
46.80%, increasing from ?435.3 Lakhs in FY24 to ?639.0
Lakhs in FY25. PAT margin improved by 44 basis points,
reaching 2.47%, as the Company benefited from better
fiscal discipline and tax management.

Our Full Year GTV (Gross Transaction value) crossed
' 54,000 crores and Total number of Transactions
crossed 12.6 crores.

Our Current Focus has been on Expanding our Presence
through Building Master Franchisee network & to
Strengthen our First Mover Advantage. We are currently
Building a Pan India District level Master franchise
network which would result in strong on-ground
operational management as well as better scalability in
future.

With the development of the Digital Economy, India is
fastly moving towards Digital Payment Mechanisms and
Emerging as a Cashless Society. With the fast pace of
digital payment penetration, Cash transactions such as
ATM & Banking transactions are expected to witness
slow down. Therefore, there would be profitability &
viability challenges for standalone business models
such as only White Label ATMs, only Banking (AEPS)
provider, only Money Transfer providers which are
dependent on cash transactions.

This strategic acquisition enhances Vakrangee's
operational oversight and cost efficiency while opening
a new B2B growth channel in both domestic and global
ATM markets. With rising demand for secure, energy-
efficient, and advanced ATM solutions, Vakrangee is
well-positioned to scale operations, improve profit
margins, and diversify its revenue streams. This initiative
further accelerates Vakrangee's transition from a
distribution-focused service model to a comprehensive
provider of digital financial infrastructure, expanding
both its technological capability and geographic reach.

In FY2024-25, Vortex demonstrated strong operational
momentum, achieving 26.3% year-over-year revenue
growth and shipping 1,596 ATMs. The company
closed the year with a robust order pipeline of 5,000
ATMs scheduled for delivery in FY2025-26, laying the
groundwork for an aggressive scale-up. With strategic
capital support from Vakrangee, Vortex—currently plans
to expend its production capacity and market share.

3. Dividend

The Board of Directors has not recommended any
dividend on the equity shares of the Company for
the financial year ended March 31, 2025, in order to
conserve resources for future business requirements
and growth. Further, no amount has been transferred to
the general reserve during the year under review.

The dividend payout is in accordance with company's
Dividend Distribution Policy. The Dividend Distribution
Policy as adopted by the Company is annexed herewith
as "Annexure 1”. The policy is also available on the web¬
site of the Company, https://vakrangee.in/pdf/Policies-
PDF/Dividend%20Distribution%20Policy.pdf.

4. Share Capital

The Paid-up Equity Share Capital of the Company as on
March 31, 2025 was ' 1,08,31,91,807/- comprising of
1,08,31,91,807 equity shares of Re. 1/- each.

The members of the Company on March 9,2024,
through the postal ballot, approved the preferential
allotment of 4,00,00,000 warrants convertible into
equity shares of face value of ?1, for cash, by way of a
private placement, at an issue price of ?27 per warrant
in the Non-Promoter Category and 2,00,00,000 warrants
convertible into equity shares of face value of ?1, for
cash, by way of a private placement, at an issue price of
?27 per warrant in the Promoter Category, by passing a
Special Resolution.

The Company has received consideration from the

warrant holder in Non-Promoter Category during
the year ended March 31,2025, on various dates.
Consequently, the Board of Directors approved the
allotment of 2,36,66,567 equity shares. Further,
Company has also allotted 11,950 equity shares to its
eligible employee under the ESOP Scheme in place.

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. Cash Flow Statement

In conformity with the provisions of regulation 34(2)(c)
of SEBI Listing Obligations and Disclosure Requirements
Regulations, 2015 the cash flow statement for the
financial year ended March 31, 2025 is annexed hereto.

7. Corporate Governance

The Report on Corporate Governance as per the
requirement of SEBI Listing Obligations and Disclosure
Requirements Regulations, 2015 forms part of this
Annual Report.

The requisite certificate from Mr. Mehul Raval,

Practicing Company Secretary, confirming compliance
with the conditions of Corporate Governance has been
included in the said Report.

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

8. Disclosures Related to Board, Committees and
Policies

A. Board Meetings

The Board met at least once in each quarter and
6 meetings of the Board were held during the year
and the maximum time gap between two Board
meetings did not exceed the time limit prescribed
in the Act and SEBI Listing Obligations and
Disclosure Requirements Regulations, 2015.

The details viz, Composition, number of meetings,

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

b. Reconstitution of Board of Directors

During the financial year, the Board of Directors
of the Company was reconstituted to strengthen
governance and align with the Company's
long-term strategic objectives. At the Board
meeting held on August 12, 2024, the following
resignations were considered and accepted:

• Mr. Dinesh Nandwana - Managing Director
and Group CEO

• Dr. Nishikant Hayatnagarkar - Executive
Director

• Mr. Ramesh Joshi - Independent Director

• Mr. B L Meena - Independent Director

• Mr. Avinash Vyas - Independent Director

• Mr. Sunil Agarwal - Independent Director

The Board places on record its deepest
appreciation for their invaluable contributions,
leadership, and commitment to the Company
during their tenure.

To ensure continued strategic leadership and
effective governance, the Board also approved the
appointment of new Directors.

• Ms. Divya Dinesh Nandwana - Executive
Chairperson

• Mr. Vedant Dinesh Nandwana - Managing
Director

• Mr. Amit Sabarwal - Executive Director &
Group CEO

• Mr. S N Kaushik - Independent Director

• Ms. Savita Dattatray Keni - Independent
Director

With these changes, the Board has been
reconstituted with a balanced mix of executive
and independent leadership to effectively guide
the Company's growth journey. The reconstituted
Board is well-positioned to steer the Company with
a renewed focus on value creation, compliance,
and stakeholder interests.

c. Familiarisation Programme for Independent
Directors

As a practice, all the Independent Directors
inducted to the Board go through a structured
orientation programme. Presentations are made
by Senior Management giving an overview of the
operations, to familiarise the new Directors with
the Company's business operations. The new
Directors are given an orientation on the products
of the business, group structure and subsidiaries,
Board constitution and procedures, matters
reserved for the Board, and the major risks and
risk management strategy of the Company.

Details of Familiarization Programme for
Independent Director Policy is available on the
website of the Company at - https://vakrangee.
in/pdf/Policies-PDF/Familiarization%20
Programme%20for%20Independent%20Director.
pdf

d. Performance Evaluation

Pursuant to the provisions of the Companies Act,
2013 and SEBI Listing Obligations and Disclosure
Requirements Regulations, 2015, the Nomination
and Remuneration and Compensation Committee
(NRC) has carried out Board Evaluation of the
performance of:

(i) the Board as a whole and its Committees,
and

(ii) individual directors (including independent
directors).

The performance evaluation of the Independent
Directors was carried out by the entire Board
excluding the Directors being evaluated.

The performance evaluation of the Chairman, 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.

e. 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
Listing Obligations and Disclosure Requirements
Regulations, 2015. All the Members, including
the Chairman of the Audit Committee are
Independent. They possess sound knowledge
on Accounts, Audit, Finance, Taxation, Internal
Controls etc. The details viz, Composition, number
of meetings, dates of meetings and attendance
of Directors at such meeting are included in the
Corporate Governance Report.

During the year under review, the Board has
accepted all the recommendations of the Audit
Committee.

The Company Secretary of the Company acts as
Secretary of the Committee.

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

f. Nomination & Remuneration and Compensation
Committee

The Company has duly constituted the
Nomination, Remuneration and Compensation
Committee in compliance with the provisions
of Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Board has formulated a comprehensive
Nomination, Remuneration and Compensation
Policy, which outlines the criteria for selection,
appointment, and evaluation of Directors,

Key Managerial Personnel (KMP), and Senior
Management Personnel. The said policy is
annexed to this Report as "Annexure 4” and is also
available on the Company's website at: https://
vakrangee.in/policies_and_guidelines.html.

Further details regarding the Committee's
composition, number of meetings held, dates of
meetings, and attendance of the Directors are
provided in the Corporate Governance Report.

g. Risk Management Committee

In compliance with Regulation 21 of the SEBI
(Listing Obligations and Disclosure Requirements)

Regulations, 2015, the Company has constituted
a Risk Management Committee to proactively
review and mitigate key risk factors.

The Company has established formal procedures
to inform the Board about risk assessment
and minimization measures. A comprehensive
Risk Management Policy has been formulated,
ensuring that the Board, Audit Committee, and
Executive Management collectively identify,
assess, and manage risks that could impact the
Company's operations. This policy outlines the
framework for risk identification, minimization,
and optimization, thereby supporting a structured
approach to enterprise risk management.

Key risks identified by the Company include:

• Rapid technological advancements

• Heavy reliance on the franchisee model

• Legal and regulatory risks

• Financial reporting risks

• Risks related to corporate accounting fraud

• Cybersecurity threats and data leakage

Further details, including the Committee's
composition, number of meetings held, meeting
dates, and attendance of members, are provided in
the Corporate Governance Report.

h. 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 comprehensive
Corporate Social Responsibility (CSR) Policy,
outlining the CSR activities to be undertaken.
During the financial year 2024-25, the Company
undertook various CSR initiatives by utilizing the
earmarked amount towards projects in the areas
of social awareness, healthcare, and education.
The CSR Committee diligently evaluates multiple
proposals and selects initiatives that align with the
Company's CSR objectives.

Based on the recommendation of the CSR
Committee, and in compliance with the provisions
of Sections 135(5) and 135(6) of the Companies
Act, 2013, the Company has identified an ongoing
project and has transferred the unspent CSR
amount of ?13.72 lakhs to a designated Unspent
CSR Account.

With respect to the unspent CSR amount for FY
2024-25, the Board of Directors affirms that the
CSR Committee made sincere efforts in evaluating
a wide range of proposals and selected those
that best aligned with the Company's CSR goals.
The Board is confident that the overall CSR spend
on these projects will fully meet the prescribed
statutory guidelines.

The Company's CSR Policy is available on the
website at: https://www.vakrangee.in/policies_
and_guidelines.html.

The CSR Committee has been constituted to
define, implement, and monitor the CSR strategy,
including budgeting, project identification, and
oversight of CSR initiatives.

Further, the disclosures required under Rule 8 of
the Companies (Corporate Social Responsibility
Policy) Rules, 2014 are annexed to this Report as
"Annexure 5.”

i. Stakeholders Relationship Committee

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

j. Board ESG Committee

In order to meet UN Sustainable Development
Goals (UN-SDG) and Best Global Practices,
the Company has constituted the Board ESG
Committee.

The Board ESG Committee will work with all the
other Board Committees to assist the Board
in fulfilling its responsibilities. The objective
of the Committee is to consider the material
environmental, social and governance issues
relevant to the Company's business activities and
support the Company in maintaining its position
as a global leader in ESG performance.

The role of the Committee is to support the Board

in: -

• Understanding how Company's ability to
create value is impacted by environmental,
social and governance issues - monitoring
external ESG trends and understanding
associated risks and opportunities.

• Understanding the expectations of key
stakeholders.

• Reviewing the performance and results
of key ESG investor Initiatives / surveys
and global benchmarks - Overseeing the
implementation of key initiatives identified,
or areas for improvement identified

from ESG investor surveys and global
benchmarks.

• Considering emerging ESG issues to
understand their materiality with regard to
Company's long term value creation.

• Review and Evaluate the Overall Business
strategy from an ESG impact perspective.

• To monitor and review if the Sustainable
development goals are integrated into any
new Business strategy or new business
initiatives.

• Assist the NRC Committee to review the
performance of senior management from an
ESG deliverable perspective.

• 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:

9. Directors and Key Managerial Personnel

None of the Independent Directors had any pecuniary
relationship or transactions with the Company during
Financial Year 2024-25. In the opinion of the Board,
all the Independent Directors possess required
qualifications, integrity, expertise and experience
(including proficiency) for the position and they fulfill
the conditions of independence as specified in the
Companies Act, 2013 and Listing Regulations and are
independent of the management.

They also bring in the required skill, competence
and expertise that allow them to make effective
contributions to the Board and its committees.

None of the Directors or Key Managerial Personnel
(KMP) of the Company are related to each other inter¬
se, except Mr. Vedant Dinesh Nandwana, Managing
Director, and Ms. Divya Dinesh Nandwana, Whole-Time
Director, who are siblings.

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

- Mr. Vedant Dinesh Nandwana - Managing
Director

- Ms. Divya Dinesh Nandwana - Whole Time
Director

- Mr. Ajay Jangid - Chief Financial Officer

- Mr. Amit Gadgil - Company Secretary &
Compliance Officer

In the opinion of the Board, that all existing independent
directors continue to possess the requisite
qualifications, integrity, expertise, and experience
necessary for the effective discharge of their duties.

Further, Mr. Amit Sabarwal, Executive Director &

Group CEO, resigned from the Board with effect from
December 03, 2025. Ms. Sujata Chattopadhyay, Non¬
Executive Independent Director, retired from the Board
with effect from March 31,2025, and Mr. S. N. Kaushik,
Non-Executive Independent Director, tendered his
resignation with effect from July 04, 2025.

As per the information available with the Company, none
of the Directors of the Company are disqualified for
being appointed as a Directors as specified in Section
164(1) and 164(2) of the Companies Act, 2013.

10. Declaration of Independence

The Company has received the necessary declaration
from each Independent Director in accordance with
Section 149(7) of the Companies Act, 2013 read with
Regulation 25(8) of the SEBI Listing Regulations, that

he/she meets the criteria of independence as laid out
in Section 149(6) of the Companies Act, 2013 and
Regulation 16(1)(b) of the SEBI Listing Regulations.

In the opinion of the Board, there has been no change
in the circumstances which may affect their status as
Independent Directors of the Company and the Board
is satisfied with the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the
Companies Act, 2013 and applicable rules thereunder)
of all Independent Directors on the Board. Further,
in terms of Section 150 of the Companies Act, 2013
read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended,
Independent Directors of the Company have included
their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs
of Company. Further, all the Independent Directors
have complied with the Code for Independent Directors
prescribed in Schedule IV of the Companies Act, 2013
and the Code of Conduct for Directors and senior
management.

11. Independent Directors Databank Registration:

Pursuant to a notification dated October 22, 2019 issued
by the Ministry of Corporate Affairs, all Independent
directors of the Company have registered themselves
with online databank for Independent Directors
maintained by Indian Institute of Corporate Affairs
(IICA).

12. Online Proficiency Self-Assessment Test:

Pursuant to the Companies (Appointment and
Qualification of Directors) Fifth Amendment Rules, 2020,
Mr. S N Kaushik and Ms. Savita Dattatray Keni will be
completing this test in accordance with the provisions
of Section 152 of the Companies Act, read with Rule 6
of the Companies (Appointment and Qualification of
Directors) Rules, 2014.

13. Particulars of Employees and Other Disclosure

Disclosures relating to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and 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.

14. Auditors And Reports

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

Statutory Auditor

Members of the Company at the AGM held on
September 27, 2022, approved the appointment of M/s.
S. K. Patodia & Associates., Chartered Accountants,
Mumbai (Firm Registration No. 112723W), as the
statutory auditors of the Company until the conclusion
of 37th AGM of the Company to be held in the year
2027.

The report of the Statutory Auditor forms part of this
Integrated Report and Annual Accounts 2024-25.

The said report does not contain any qualification,
reservation, adverse remark or disclaimer.

Secretarial Auditor

Mr. Mehul Raval, Practicing Company Secretary, was
appointed to conduct Secretarial Audit of the Company
for the financial year 2024 - 2025 as required under
Section 204 of the Companies Act, 2013 and the rules
thereunder. The Secretarial Audit Report for the financial
year ended March 31,2025, is annexed herewith as
"Annexure 6" to this Report.

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

In accordance with the provisions of Regulation 24A of
SEBI Listing Obligations and Disclosure Requirements
Regulations, 2015, Secretarial Audit Report of material
unlisted Indian subsidiary of the Company namely,
Vakrangee Finserve Limited is provided as "Annexure -
7" to this Report.

15. Vigil Mechanism / Whistle Blower Policy

In accordance with the provisions of Section 177(9) of
the Companies Act, 2013, the Company has established
an effective Vigil Mechanism to enable Directors and
Employees to report genuine concerns in a transparent
and secure manner.

The Company has adopted a Vigil Mechanism / Whistle
Blower Policy, which extends its applicability not only
to Directors and Employees, but also to Franchisees,
Business Partners, Vendors, and other third parties. This
policy enables individuals to report concerns related
to unethical behavior, suspected or actual fraud, or
violations of the Company's Code of Conduct & Ethics,
without fear of retaliation.

The policy provides for adequate safeguards against
victimization of individuals who avail themselves of this
mechanism and ensures direct access to the Chairman
of the Audit Committee for reporting such concerns. It

is hereby affirmed that no personnel have been denied
access to the Audit Committee during the year under
review.

The Vigil Mechanism / Whistle Blower Policy is
available on the Company's website at: https://
vakrangee.in/policies_and_guidelines.html.

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

Vakrangee maintains a zero-tolerance policy towards
sexual harassment at the workplace. The Company
has adopted a policy on prevention, prohibition, and
redressal of sexual harassment at workplace in line with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)

Act, 2013 and the Rules made thereunder, as amended
from time to time. The Company has complied with the
provisions relating to the constitution of the Internal
Complaints Committee as per the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. During the year 2024 - 25, no
complaints on sexual harassment were received.

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

17. Disclosure Pursuant to Companies (Accounts)
Second Amendment Rules, 2025

In compliance with the recent amendment introduced by
the Ministry of Corporate Affairs through the Companies
(Accounts) Second Amendment Rules, 2025, notified
vide circular dated May 30, 2025, the Company hereby
makes the following disclosures in the Board's Report
for the financial year ended March 31,2025:

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

The Company has a zero-tolerance policy towards
sexual harassment at the workplace and has
constituted an Internal Complaints Committee as
per the provisions of the POSH Act. The following
is the summary of complaints received and
disposed of during the financial year:

ii. Compliance under the Maternity Benefit Act, 1961:

The Company affirms that it has complied with the
applicable provisions of the Maternity Benefit Act,
1961, including but not limited to:

a) Grant of maternity leave to eligible
employees,

b) Provision for nursing breaks, and

c) Ensuring protection against dismissal
during maternity leave and other associated
entitlements.

18. Subsidiaries

As on March 31,2025, the Company had four wholly
owned subsidiaries viz, Vakrangee Finserve Limited,
Vakrangee Digital Ventures Limited, Vortex Engineering
Private Limited and Vakrangee e-Solutions INC,
Philippines.

There are no associate or joint venture companies
within the meaning of Section 2(6) of the Companies
Act, 2013 ("Act”).

In accordance with Section 129(3) of the Companies
Act, 2013, the Company has prepared consolidated
financial statements of the Company, which form part
of this Annual Report. Further, a statement containing
the salient features of the Financial Statements of
Subsidiary Companies in prescribed Form AOC - 1 is
annexed herewith as "Annexure 2".

In accordance with Section 136 of the Companies Act,
2013, the Audited Financial Statements, including the
Consolidated Financial Statements and related of
the company and its subsidiaries are available on the
website of the Company at www.vakrangee.in.

These documents will also be available for inspection
during business hours at the registered office of the
Company. Any member desirous of obtaining a copy of
the said financial statements may write to the Company

As on March 31,2025, as per the provisions of Listing
Regulations, as per immediately preceding accounting
year, Vakrangee Finserve Limited is a material subsidiary
company.

The Company has adopted Policy on determining
Material Subsidiaries which is available on the website
of the Company at https://www.vakrangee.in/policies_
and_guidelines.html.

Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the
Vakrangee Limited, incorporated in September 2011

with a focus on working as Business Correspondent for
various Banks under the Business Correspondent (BC)
Model of Reserve Bank of India (2006) in the area of
Financial Inclusion. The Company has already signed
agreements with various PSU Banks and their Rural
Regional banks to carry out BC services for these banks
in identified Rural, Semi-Urban and Urban areas. The
services include bank activities such as opening of Bank
Accounts, Deposits, Withdrawals and Remittances,
etc. Besides, the Company would provide Business
Facilitator Services to these Banks which involve
mobilization of deposits and loans.

Vakrangee Digital Ventures Limited

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.

Vakrangee 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.

Vortex Engineering Private Limited

During the financial year ended March 31,2025, the
Company has completed the acquisition of 7,04,197
equity share capital of Vortex Engineering Private
Limited ("Vortex”) on various dates. Consequently,

Vortex has been considered a subsidiary of the
Company for the purpose of consolidation w.e.f. June
4, 2024. . This strategic move supports backwards
integration, creating new growth opportunities while
tapping into cost synergies and leveraging advanced
technological capabilities.

Vortex, an India-based technology pioneer incubated
at IIT-Madras, is renowned for its expertise in low-
power ATMs. The company operates from its Chennai
headquarters, where it maintains an annual production
capacity of over 12,000 ATMs and has successfully

deployed over 14,000 ATMs across diverse geographies.
It holds nine patents in the ATM and cash dispenser
space under the Make in India and Atma Nirbhar
Bharat initiatives. It has developed its cash dispenser
units, which deliver the lowest lifecycle cost among its
competitors.

Additionally, Vortex has created 'PERFO', a proprietary,
advanced remote ATM monitoring software tool that
is cross-platform and cross-vendor, strengthening its
intellectual property portfolio.

This strategic acquisition enhances Vakrangee's
operational oversight and cost efficiency while opening
a new B2B growth channel in both domestic and global
ATM markets. With rising demand for secure, energy-
efficient, and advanced ATM solutions, Vakrangee is
well-positioned to scale operations, improve profit
margins, and diversify its revenue streams. This initiative
further accelerates Vakrangee's transition from a
distribution-focused service model to a comprehensive
provider of digital financial infrastructure, expanding
both its technological capability and geographic reach.

19. 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 is forming
part of this Annual Report.

20. Directors' Responsibility Statement

Your Board of Directors hereby state that:

a) in the preparation of the annual accounts, for
the financial year ended March 31,2025, the
applicable accounting standards have been
followed and that no material departures have
been made from the same;

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

c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013, for safeguarding the assets of the
Company and for preventing and detecting fraud
and other irregularities;

d) they have prepared the annual accounts on a
going concern basis;

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

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

21. Material Changes and Commitment if Any
Affecting the Financial Position of the
Company

No material changes or commitments affecting the
financial position of the Company have occurred after
the end of financial year till the date of signing of this
Report.

Further, there has been no change in the nature of the
Company's business during the financial year 2024-25.

22. Contracts or Arrangements with Related
Parties

During the year under review, all contracts,
arrangements, and transactions entered into by the
Company with related parties were in the ordinary
course of business and conducted on an arm's length
basis. There were no material related party transactions
as defined under Section 188 of the Companies Act,
2013, read with the Companies (Meetings of Board and
its Powers) Rules, 2014.

Further, the Company did not enter into any contracts,
arrangements, or transactions with related parties
which could be considered material, in accordance with
the Company's Policy on Materiality of Related Party
Transactions. Accordingly, the disclosure under Section
134(3)(h) of the Companies Act, 2013 in Form AOC-2 is
not applicable.

Members may refer to Note 42 of the Financial
Statements, which provides disclosures of related party
transactions as required under Ind AS.

There were no materially significant related party
transactions during the year that may have had a
potential conflict with the interests of the Company at
large.

The Company's Policy on Materiality of Related
Party Transactions and Dealing with Related Party
Transactions, as approved by the Board, is available
on the Company's website at: https://vakrangee.in/

policies_and_guidelines.html. The Policy ensures that
an appropriate framework for reporting, approval, and
disclosure is in place for all related party transactions.

23. 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 Listing
Obligations and Disclosure Requirements Regulations,
2015.

24. Insolvency and Bankruptcy Code, 2016

During the Financial Year ended March 31,2025 neither
any application nor any processing has been initiated
against the company under Insolvency and Bankruptcy
Code, 2016.

25. 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.

26. 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
have issued a report on our internal financial controls
over financial reporting as defined in Section 143 of the
Act.

27. 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 were carried out during the year
under review.

The details required to be disclosed under SEBI
Guidelines are available on Company's website www.
vakrangee.in.

28. Extract of Annual Return

The Annual Return of the Company as on 31st March,
2025 in Form MGT - 7 in accordance with Section 92(3)
of the Act read with the Companies (Management and
Administration) Rules, 2014, would be available on the
website of the Company at i.e. www.vakrangee.in. By
virtue of amendment to Section 92(3) of the Act read
with the Companies (Management and Administration)
Rules, 2014 the company is not required to provide the
extract of Annual Return as part of Board Report.

29. 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.

30. Environment, Health and Safety

The Company considers it is essential to protect the
Earth and limited natural resources as well as the health
and wellbeing of every person. The Company strives to
achieve safety, health and environmental excellence in
all aspects of its business activities.

31. Cyber Security

The Company has established requisite technologies,
processes and practices designed to protect networks,
computers, programs and data from external attack,
damage or unauthorized access. The Company is
conducting training programs for its employees at
regular intervals to educate the employees on safe
usage of the Company's networks, digital devices
and data to prevent any data breaches involving
unauthorized access or damage to the Company's
data. The Information Technology Department of the
Company is in a constant process of taking feedback
from the employees and updating the cyber security
protocols.

32. 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 Organization's growth and its
sustainability in the long run.

The Company has introduced employee-friendly policies
which have aided in retaining and hiring the best talents
in the organization. The Company gives importance to
Rewarding and Recognizing (R&R) the well-deserved
employee by felicitating them during R&R functions. The
Company has introduced employee wellness schemes
to boost the productivity of employees at work. The
company has given various performance-based
incentives to employees upon meeting the targets set
by the organization, hereby boosting the morale of the
employees.

The company provides full medical support to
employees in case of any life threating / critical illness.

33. 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.

34. Reporting of Frauds

During the financial year under the review neither the
Statutory Auditor nor the Secretarial Auditor reported
to the Audit Committee and / or Board under Section
143(12) of the Act and the rules made thereunder any
instances of the fraud committed against the Company
by its officers or employees, the details of which needs
to be mentioned in the Board Report.

35. 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.

36. Transfer to Investor Education and Protection
Fund

As required under section 124 of the Act, Unclaimed
dividend amount aggregating to ' 30,36,656/- pertaining
to financial year ended on March 31,2017, lying with the
Company for a period of seven years was transferred

during the financial year 2024-25, to Investor Education
and Protection Fund (IEPF) established by the Central
Government.

Further, as required under section 124 of the Act,
1,46,574 equity shares, in respect of which dividend
has not been claimed by the members for seven
consecutive years or more, have been transferred by
the Company to the Investor Education and Protection
Fund Authority during the financial year 2024-25. No of
shares transferred Details of shares transferred have
been uploaded to the website of IEPF as well as the
Company.

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

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

37. 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
organization's strategy, governance framework,
performance and prospects of value creation based
on the six forms of capital viz. financial capital,
manufactured capital, intellectual capital, human capital,
social and relationship capital and natural capital.

38. Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and
Outgo

In accordance with the provisions of Section 134(3)(m)
of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014, required information
relating to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo is
given as hereunder:

• Conservation of Energy

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

Technology Absorption

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

Foreign Exchange Earnings and Outgo

CAUTIONARY STATEMENT

Statements in the Board's Report describing the Company's objectives, expectations or forecasts may be forward looking within
the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the
statement. Important factors that could influence the Company's operations include global and domestic demand and supply,
input costs, availability, changes in government regulations, tax laws, economic developments within the country and other
factors such as litigation and industrial relations.

ACKNOWLEDGEMENT AND APPRECIATION

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

On behalf of the Board of Directors

Ms. Divya Dinesh Nandwana Mr. Vedant Dinesh Nandwana

Executive Chairperson Managing director

(DIN: 08085537) (DIN: 08420950)

Date: July 25, 2025 Date: July 25, 2025

Place: Mumbai Place: Mumbai