The Board of Directors is pleased to present the Annual Report along with the Audited Financial Statements (Consolidated and
Standalone) of the Company for the Financial Year ended March 31,2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company's financial performance (Standalone and Consolidated) for the year ended March 31, 2025, is
summarised below:

H in lakhs

UNCLAIMED DIVIDENDS

4. UTILISATION OF INITIAL PUBLIC OFFER PROCEEDS

The Company raised funds of H 49.84 Lakhs through Initial Public Offering (IPO). The gross proceeds of IPO have been
utilized in the manner as proposed in the Offer Document, the details of which are hereunder:

There is no deviation / variation in the utilization of gross proceeds raised through IPO.

5. CHANGE IN THE NATURE OF BUSINESS

During the year, the Company has not changed its
business or objects and continues to be in the same
line of business as per its main object.

6. EMPLOYEE STOCK OPTION SCHEME
- 2025

The purpose of the “Employee Stock Option
Scheme-2025” is to reward, attract, motivate and retain
eligible employees and Directors of the Company for their
high level of individual performance and for their efforts
to improve the financial performance of the Company to
achieve sustained growth of the Company and creation of
shareholders' value by aligning the interests of the eligible
employees with the long-term interests of the Company.

Hence, the members of the Company considered and
approved “Employee Stock Option Scheme 2024” in their
Annual General Meeting held on September 18, 2024.

The Board of Directors decided to expand the scheme
and provide its benefits to the employees of the “Group
Companies” [Group Company means Subsidiary /
Associate company(ies) in India or outside India, or
holding company of the company (present and future,
if any)] as well and revise the number of Shares from

3,00,000 to 5,00,000 Shares.

Accordingly, the members of the Company in their
meeting held on February 3, 2025, considered and
approved Employee Stock Option Scheme 2025 in
supersession of the earlier Scheme, viz., Employee
Stock Option Scheme 2024.

The Shareholders of the Company have approved to
grant total option of 5,00,000 (Five Lakhs Only) fully paid
up equity shares of Rs.10 each of the Company (“Equity
Share(s)”), under one or more tranches to the employees
of the Company.

The Nomination and Remuneration committee has
granted total 3,26,000 equity stock options of the face
value of Rs. 10 each ('ESOPs'), at the grant price of Rs.
10 (Rupees Ten only) per option to the eligible employees
of the Company on March 28, 2025

The Statutory disclosures as required under Regulation
14 of Securities Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021, read with SEBI circular no. CIR/CFD/POLICY
CELL/2/2015 dated June 16, 2015 with regard to Vinsys
IT Services India Limited is available on the website of
the Company at www.vinsvs.com. The Company has
also obtained certificate from the Secretarial Auditors
confirming that Employee Stock Option Scheme-2025,
have been implemented in accordance with the SEBI
(Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 and the resolutions passed by the
shareholders of the Company. A copy of the certificate

has been uploaded on the website of the Company i.e.,
www.vinsys.com.

7. SHARE CAPITAL

During the year under review, there were no changes in
the Paid-up Share Capital of the Company. The following
changes were made to the Authorised share capital
of the Company.

The members of the Company, in their meeting held on
February 3, 2025, considered and approved increase in
authorized share capital of the Company, from existing H

15.00. 00.000 (Rupees Fifteen Crores Only) divided into

1.50.00. 000 (One Crore Fifty Lakhs Only) Equity Shares
of H10/- each to H 15,50,00,000 (Rupees Fifteen Crores
Fifty Lakhs Only) divided into 1,55,00,000 (One Crore
Fifty-Five Lakhs Only) Equity Shares of H 10/- each.

The Share Capital of the Company after these changes
stood as follows as on the date of the Report:

Authorized Capital: The Authorized Capital of the
Company is H 15,50,00,000 (Rupees Fifteen Crores Fifty
Lakhs Only) divided into 1,55,00,000 (One Crore Fifty-Five
Lakhs Only) Equity Shares of H 10 (Rupees Ten Only) each.

Further, there is no change in the Paid-up Share Capital
of the Company.

Issued, Subscribed and Paid-Up Capital: The present
Paid-up Capital of the Company is H 14,67,79,270
(Rupees Fourteen Crores Sixty Seven Lakhs Seventy
Nine Thousand Two Hundred Seventy Only) divided into
1,46,77,927 (One Crore Forty Six Lakhs Seventy Seven
Thousand Nine Hundred Twenty Seven Only) Equity
Shares of H 10 (Rupees Ten Only) each.

ALTERATION OF THE ARTICLES OF ASSOCIATION AND
MEMORANDUM OF ASSOCIATION OF THE COMPANY

The members of the Company, in their meeting held on
February 3, 2025, considered and approved increase in
authorized share capital of the Company from existing
H 15,00,00,000 (Rupees Fifteen Crores Only) divided into

1.50.00. 000 (One Crore Fifty Lakhs Only) Equity Shares
of H 10 each to H 15,50,00,000 (Rupees Fifteen Crores
Fifty Lakhs Only) divided into 1,55,00,000 (One Crore
Fifty-Five Lakhs Only) Equity Shares of H 10 each and
subsequently alteration in the Capital Clause (Clause V)
of Memorandum of Association of the Company as under:

“V. The Authorised Share Capital of the Company is
H 15,50,00,000 (Rupees Fifteen Crores Fifty Lakhs Only)
divided into 1,55,00,000 (One Crore Fifty-Five Lakhs
Only) Equity Shares of H 10 (Rupees Ten Only) each.”

Further, no changes took place in the Articles of
Association of the Company.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of the Board

As on the date of this Report, the Board comprises the following Directors:

* Committee includes Audit Committee and Stakeholders’ Relationship Committee across all public limited companies including Vinsys IT Services India Limited.
** Excluding Section 8 company, struck off company, amalgamated company and LLPs.

*** Mr. Kaarthik Subramani Krishnamurthy resigned with effect from October 17, 2024.

**** On the recommendation of the Nomination and Remuneration Committee, in accordance with the provisions of Section 161 of the Companies Act, 2013, (the Act),
read with the Articles of Association of the Company, the Board of Directors of the Company appointed Mr. Kunal Vikrant Patil as an Additional Non-Executive Non¬
Independent Director of the Company with effect from March 28, 2025 or the date of obtaining valid DIN from the Ministry of Corporate Affairs, whichever is later, i.e., April
11,2025, to holds office up to the date of the ensuing General Meeting or the last day on which the annual general meeting should have been held, whichever is earlier.

The composition of the Board complies with the requirements of the Companies Act, 2013. Further, in pursuance of Regulation 15(2) of
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), the Company is exempted from
the requirement of having the composition of the Board as per Regulation 17 of the Listing Regulations. None of the Directors of the
Company is serving as a Whole-Time Director in any other Listed Company and the number of their directorship is within the limits laid
down under Section 165 of the Companies Act, 2013.

Board Meetings

The Board of the Company regularly meets to discuss various business opportunities. Additional Board meetings are
convened, as and when required, to discuss and decide on various business policies, strategies and other businesses.

During the year under review, 7 (seven) Board Meetings were convened and held on May 15, 2024, July 19, 2024, August
20, 2024, October 15, 2024, November 13, 2024, January 10, 2025 and March 28, 2025.

The necessary quorum was present for all the meetings. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.

Agenda and notes of the meetings were circulated to the Directors.

The details of attendance of each Director at the Board Meetings are given below:

General Meetings

During the year under review, the following General Meetings were held, the details of which are given as under:

Disclosure by Directors

The Directors on the Board have submitted notice of
interest under Section 184 (1) of the Companies Act,
2013, i.e., in Form MBP-1, intimation under Section 164
(2) of the Companies Act, 2013, i.e., in Form DIR 8 and
declaration as to compliance with the Code of Conduct
of the Company.

Independent Directors

In terms of Section 149 of the Companies Act, 2013
and Rules made there under, the Company has two
Non-Promoter Non-Executive Independent Directors in
line with the Companies Act, 2013.

The Company has received the necessary declarations
from each Independent Director under Section 149 (7)
of the Companies Act, 2013, that they meet the criteria
of independence laid down in Section 149 (6) of the
Companies Act, 2013. Further, all the Independent
Directors of the Company have registered themselves
in the Independent Director Data Bank.

A separate meeting of Independent Directors was
held on March 28, 2025, to review the performance
of Non-Independent Directors and Board as a whole
and the performance of the Chairperson of the
Company, including assessment of quality, quantity
and timeliness of flow of information between Company
management and Board.

Change in the Board Composition.

Changes in the Board Composition during the Financial
Year 2024-2025 and up to the date of this Report are
furnished below:

Appointment of Directors during the Financial
Year 2024-2025

On the recommendation of the Nomination and
Remuneration Committee, in accordance with the
provisions of Section 161 of the CompaniesAct, 2013, (the
Act), read with the Articles of Association of the Company,
the Board of Directors of the Company appointed Mr.
Kunal Vikrant Patil (DIN 11052380), as an Additional

Non-Executive Non-Independent Director of the
Company with effect from March 28, 2025 or the date
of obtaining valid DIN from the Ministry of Corporate
Affairs, whichever is later, i.e. April 11, 2025, to holds
office up to the date of the ensuing General Meeting
or the last day on which the annual general meeting
should have been held, whichever is earlier.

Change in designation of Directors during the
Financial Year 2024-2025

Nil

Resignation of Directors during the Financial
Year 2024-2025

Mr. Kaarthik Subramani Krishnamurthy (DIN: 10084012)
resigned as a Non-Executive Independent Director with
effect from October 17, 2024 due to personal reasons
and personal commitments.

Retirement by rotation and subsequent
re-appointment

1. Mrs. Vinaya Vikrant Patil (DIN: 00325458), Whole
Time Director, is liable to retire by rotation at the
ensuing Annual General Meeting, pursuant to
Section 152 and other applicable provisions, if
any, of the Companies Act, 2013, read with the
Companies (Appointment and Qualification of
Directors) Rules, 2014, (including any statutory
modification(s) or re-enactment(s) thereof for the
time being in force), and being eligible have offered
herself for re-appointment.

The Board recommends the re-appointment of Mrs.
Vinaya Vikrant Patil (DIN: 00325458) as Director
for your approval. A brief details as required
under Secretarial Standard-2 and Regulation
36 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, are provided in
the Notice of AGM.

KEY MANAGERIAL PERSONNEL

As on the date of this Report, the following are “Key
Managerial Personnel” (KMPs) of the Company as per
Section 2 (51) and 203 of the Companies Act, 2013:

Appointment of Key Managerial Personnel
during the Financial Year 2024-2025

Nil

Resignation of Key Managerial Personnel
during the Financial Year 2024-2025

Nil

Performance evaluation

The Board of Directors has carried out an annual
evaluation of its own performance, Board committees
and individual Directors pursuant to the provisions of
the Companies Act, 2013 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, in
the following manners:

• The performance of the Board was evaluated by the
Board, after seeking inputs from all the Directors,
on the basis of the criteria such as the Board
composition and structure, effectiveness of the
Board processes, information and functioning, etc.

• The performance of the committees was evaluated
by the Board after seeking inputs from the
committee members on the basis of the criteria
such as the composition of the committees,
effectiveness of the committee meetings, etc.

• The Board and the Nomination and Remuneration
Committee reviewed the performance of the
individual Directors on the basis of the criteria such
as the contribution of the individual Director to the
Board and committee meetings like preparedness
on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

• In addition, the Chairman was also evaluated on
the key aspects of his role.

A separate meeting of Independent Directors was
held to evaluate the performance of Non-Independent
Directors, performance of the Board as a whole and
performance of the Chairman, taking into account
the views of Executive Directors and Non-Executive
Directors. Performance evaluation of Independent
Directors was done by the entire Board, excluding the
Independent Director being evaluated.

9. CHANGE IN REGISTERED OFFICE

During the year under review, there was no change in
the Registered Office of the Company.

10. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to section 134 (5) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge
and ability, confirm that:

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

b) the Directors had 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 profit or loss of the
Company for that year;

c) the Directors 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) the Directors had prepared the annual accounts
for the year ended March 31, 2025 on an going
concern basis.

e) the Directors had laid down the internal financial
controls to be followed by the Company and that
such Internal Financial Controls are adequate and
were operating effectively; and

f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively.

11. A STATEMENT ON DECLARATION BY
INDEPENDENT DIRECTORS

Your Company has received declarations from all the
Independent Directors of your Company confirming that
they meet the criteria of independence as prescribed
under Section 149 (6) of the Companies Act, 2013 and
there has been no change in the circumstances which
may affect their status as an Independent Director. The
Independent Directors have also given declaration of
compliance with Rules 6 (1) and 6 (2) of the Companies
(Appointment and Qualification of Directors) Rules,
2014, with respect to their name appearing in the data
bank of Independent Directors maintained by the Indian
Institute of Corporate Affairs.

In the opinion of the Board, each of the Independent Directors possesses the requisite integrity, expertise and experience
for acting as an Independent Director of the Company.

12. COMMITTEES OF THE BOARD

The Board of Directors, in line with the requirements of the Companies Act, 2013, has formed various committees, details
of which are given hereunder:

A. Audit Committee

The Company has formed Audit Committee in line with the provisions of Section 177 of the Companies Act, 2013.
The Audit Committee meeting is generally held for the purpose of recommending the half yearly and yearly financial
results. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of the
Audit Committee.

During the year under review, 4 (four) meetings of the Committee were held on May 15, 2024, August 20, 2024, November
13, 2024 and January 10, 2025.

The composition of the Committee as at March 31,2025 and attendance at its meetings for the Financial Year 2024-25,
are given below:

The Company Secretary acts as the Secretary to the
Audit Committee. The Chief Financial Officer of the
Company is the regular invitee at the Meeting. The
representatives of the Internal Auditors, Statutory
Auditors and Business Unit / Operation Heads, whenever
required, are invited to the Audit Committee meetings.

Mr. Ravindra Kisanrao Kamthe, the Chairman of the
Audit Committee was present in the Annual General
Meeting to answer the shareholders' queries.

Vigil Mechanism / Whistle Blower Policy

The Company has a Whistle Blower Policy / Vigil
Mechanism (the Policy) to deal with the instances of
fraud, unethical behaviour, etc. The Policy provides
a mechanism for Directors and employees of the
Company and other persons dealing with the Company
to report genuine concerns including but not limited
to unethical behaviour, actual or suspected fraud or
violation of the Company's Code of Conduct for Board
of Directors and Senior Management or ethics policy
or leakage of Unpublished Price Sensitive Information
(UPSI), by any person, who is in possession of UPSI,

to any other person in any manner whatsoever, except
as otherwise permitted under the SEBI (Prohibition
of Insider Trading) Regulations, 2015, or any other
instance to the Chairman of the Audit Committee of the
Board of Directors of the Company. The Policy is placed
on the Company's website, viz., https://www.vinsys.
com/static/media/Whistle Blower Policy and Vigil
Mechanism VAbQTJC.pdf.

There were no complaints filed / pending with the
Company during the year.

B. Nomination and Remuneration Committee

The Company has formed Nomination and
Remuneration Committee in line with the provisions
of Section 178 of the Companies Act, 2013. The
Nomination and Remuneration Committee meetings
are generally held for identifying the persons who are
qualified to become Directors and may be appointed
in senior management and recommending their
appointments and removal.

The Company Secretary acts as a Secretary of
the Committee.

During the year under review, 3 (three) meetings of the Committee were held on August 20, 2024, January 10, 2025 and
March 28, 2025.

The composition of the Committee as at March 31,2025 and attendance at its meetings for the Financial Year 2024-25,
are given below:

After closure of the year, Mr. Kunal Vikrant Patil
appointed as the Member of the Nomination and
Remuneration Committee with effect from 11 April 2025.

Nomination and Remuneration Policy

The Nomination and Remuneration Policy is designed to
create a high-performance culture. It enables the Company
to attract motivated and retained manpower in a competitive
market, and to harmonize the aspirations of human
resources consistent with the goals of the Company.

The Company pays remuneration by way of salary,
benefits, perquisites and allowances to its Executive
Directors and Key Managerial Personnel. Annual
increments are decided by the Nomination and
Remuneration Committee within the salary scale
approved by the members and are effective from April 1,
of each year. The Nomination and Remuneration Policy,
as adopted by the Board of Directors, is placed on the
website of the Company at https://www.vinsys.com/
static/media/Nomination and Remuneration Policy.pdf.

The Nomination and Remuneration Policy for the
selection of Directors and determining Directors'
independence sets out the guiding principles for the

Nomination and Remuneration Committee for identifying
the persons who are qualified to become the Directors.
Your Company's Nomination and Remuneration Policy
is directed towards rewarding performance based
on review of achievements. The Nomination and
Remuneration Policy is in consonance with existing
industry practice. We affirm that the remuneration
paid to the Directors is as per the terms laid out in the
Nomination and Remuneration Policy.

C. Stakeholders’ Relationship Committee

The Company has constituted Stakeholder's
Relationship Committee mainly to focus on the
redressal of Shareholders'/ Investors' Grievances, if
any, like Transfer / Transmission / Demat of Shares;
Loss of Share Certificates; Non-receipt of Annual
Report; Dividend Warrants; etc.

During the year under review, 4 (four) meetings of the
Committee were held on May 15, 2024, August 20,
2024, November 13, 2024 and March 28, 2025.

The composition of the Committee as at March 31,2025
and attendance at its meetings for the Financial Year
2024-25, are given below:

During the year under review, the Company has
received 8 complaints. There was no complaint pending
as on March 31, 2025.

13. PUBLIC DEPOSITS

The company has not accepted any deposits from the
public. Hence, the directives issued by the Reserve
Bank of India and the provisions of Sections 73 to 76
of the Companies Act, 2013, (the Act) or any other
relevant provisions of the Act and the Rules thereunder
are not applicable.

14. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITY

The details of loans, guarantees, investments and
security covered under the provisions of Section 186 of
the Companies Act, 2013, are given in the notes to the
Financial Statement.

15. ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) read with
Section 134 (3) (a) of the Companies Act, 2013, the
Annual Return as on March 31, 2025 is available on
the Company's website on https://www.vinsys.com/
investor#annual-return.

16. TRANSACTIONS WITH RELATED PARTIES

All the Related Party Transactions entered into during
the financial year were on an Arm's Length basis and in
the Ordinary Course of Business. No material significant
Related Party Transactions (i.e. exceeding 10% of
the annual turnover as per the last audited financial
statement) with Promoters, Directors, Key Managerial
Personnel (KMP) and other related parties which may
have a potential conflict with the interest of the Company
at large, were entered during the year by your Company.
Accordingly, the disclosure of Related Party Transactions
as required under Section 134 (3) (h) of the Companies
Act, 2013, in Form AOC-2 is not applicable.

Further, prior omnibus approval of the Audit Committee
is obtained on a yearly basis for the transactions which

are of a foreseen and repetitive nature. The transactions
entered into pursuant to the omnibus approval so
granted were placed before the Audit Committee and
the Board of Directors for their approval on a quarterly
basis. The details of the related party transactions for
the financial year 2024-2025, is given in notes of the
Financial Statements, which is part of the Annual Report.

The Policy on Related Party Transactions as approved
by the Board of Directors, is available on the website of
the Company at https://www.vinsys.com/static/media/
Policy on related party transactions.pdf.

17. MATERIAL CHANGESANDCOMMITMENTS

There are no material changes and commitments,
affecting the financial position of the Company, have
occurred between the end of the financial year of the
Company, i.e. March 31,2025, to the date of this Report.

18. PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197 (12) of the
Companies Act, 2013, read with Rule 5 (2) and 5 (3)
of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement
showing the names and other particulars of the
employees drawing remuneration over the limits set
out in the said rules will be available for inspection at
the Registered Office of the Company during working
hours and any members interested in obtaining such
information may write to the Company and the same
will be furnished on request.

Having regard to the provisions of the first proviso
to Section 136 (1) of the Companies Act, 2013
and as advised, the Annual Report excluding the
aforesaid information is being sent to the members
of the Company.

Disclosures relating to the remuneration and other
details as required under Section 197 (12) of the
Companies Act, 2013, read with Rule 5 (1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are provided as an
‘Annexure-A’, which forms part of this Report.

19. INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31,2025, the Company has the following subsidiaries:

In accordance with Section 129 (3) of the Companies
Act, 2013, a statement containing salient features of the
Financial Statements of the subsidiary companies in
Form AOC-1 is annexed to this Report as “Annexure-B”.

During the year, the Board of Directors reviewed the
affairs of the subsidiaries. In accordance with Section
129 (3) of the Companies Act, 2013, Consolidated
Financial Statements of the Company and all its
subsidiaries in accordance with the relevant accounting
standards have been prepared which forms part of the
Annual Report.

Further, the Company does not have any Associate
Companies and Joint Ventures as on March 31, 2025.

20. NAME OF THE COMPANIES WHICH
HAVE BECOME OR CEASED TO BE ITS
SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES DURING THE
YEAR

Following step-down subsidiaries are yest to
commence operations:

1. Vinsys Information Technology Services LLC,
Muscat Oman incorporated on 28 November 2024.

2. Vinsys IT Holco LLC-FZ, Dubai UAE incorporated
on 23 January 2025.

21. SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

To foster a positive workplace environment free from
harassment of any nature, the Company has framed
the Prevention of Sexual Harassment Policy through
which we address complaints of sexual harassment
at all workplaces of the Company. Our Policy
assures discretion and guarantees non-retaliation to
complainants. We follow a gender-neutral approach
in handling complaints of sexual harassment and
we are complaint with the law of the land where we
operate. Further, the Company has complied with
the provisions relating to the constitution of Internal
Complaint Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Details of sexual harassment complaints during the
Financial Year 2024-25:

Number of complaints received: 0

Number of complaints disposed of: 0

Number of complaints pending more than 90 days: 0

23. ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

CONSERVATION OF ENERGY

i) Steps taken / impact on conservation of energy:

Your Company is firmly committed to reduce
the consumption of power by introducing more
energy efficient technology. The operations of
the Company are not energy intensive. However,
the Company endeavored to conserve energy
consumption wherever feasible.

ii) Steps taken by the company for utilizing
alternate sources of energy including waste
generated:

Nil

iii) Capital investment on energy conservation
equipments:

NIL

TECHNOLOGY ABSORPTION

i) The efforts made towards technology
absorption:

No special efforts were made towards technology
absorption. However, your Company continues
its commitment to up the quality by absorbing the
latest technology.

ii) The benefits derived like product improvement,
cost reduction, product development or import
substitution:

Not Applicable

iii) In case of imported technology (imported
during the last three years, reckoned from the
beginning of the financial year):

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been
fully absorbed: None

d. If not fully absorbed, areas where
absorption has not taken place, and the
reasons thereof: None

THE EXPENDITURES INCURRED ON
RESEARCH AND DEVELOPMENT: NIL

FOREIGN EXCHANGE EARNINGS AND
OUTGO

Details of foreign exchange earnings and / or outgo
during the year 2024-2025, are follows:

24. COMPLIANCE WITH THE PROVISIONS
OF SECRETARIAL STANDARD 1 AND
SECRETARIAL STANDARD 2

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively. During the
year under review, the Company has complied with the
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India, New Delhi.

25. INTERNAL FINANCIAL CONTROL
SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control systems to
ensure operational efficiency, accuracy and promptness
in financial reporting and compliance with various laws
and regulations.

The internal control system is supported by the
internal audit process.

26. CORPORATE GOVERNANCE

Integrity and transparency are key factors to our
corporate governance practices to ensure that we
achieve and retain the trust of our stakeholders at all
times. Corporate governance is about maximizing
shareholder value legally, ethically and sustainably.
Our Board exercises its fiduciary responsibilities in
the widest sense of the term. Our disclosures seek
to attain the best practices in international corporate
governance. We also endeavor to enhance long-term
shareholder value and respect minority rights in all our
business decisions.

As our Company has been listed on Emerge Platform
of National Stock Exchange Limited, under Regulation
15 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the compliance
with the corporate Governance provisions as specified
in Regulation 17 to 27 and Clause (b) to (i) and (t) of
Sub-Regulation (2) of Regulation 46 and Para C D and
E of Schedule V do not apply to the Company. Hence
Corporate Governance Report does not form a part
of this Report, though we are committed to the best
corporate governance practices.

27. CORPORATE SOCIAL RESPONSIBILITY

As per the Audited Financial Statements as on March
31, 2025, the net profit of the Company (profit as per
Section 198 of the Companies Act, 2013, (the Act)) is
exceeding H 5 Crores. As per Section 135 (9) of the
Act, where the amount to be spent by a company under
Sub-Section (5) does not exceed fifty lakh rupees, the
requirement under Sub-Section (1) for the constitution
of the Corporate Social Responsibility (CSR) Committee
shall not be applicable and the functions of such
Committee provided under this section shall, in such
cases, be discharged by the Board of Directors of such
company. Therefore, the Company does not require the
constitution of a CSR Committee.

Pursuant to the provisions of Section 135 of the Act, read
with the Companies (Corporate Social Responsibility)
Rules, 2014, the Company has framed a Policy on
Corporate Social Responsibility. As part of its initiatives
under CSR, the Company has identified various projects
/ activities in accordance with Schedule VII of the Act.

The details of CSR activities undertaken during the
Financial Year 2024-2025, as required under Rule 8
of the Companies (Corporate Social Responsibility)
Rules, 2014, are annexed as ‘Annexure-C’ and form
part of this Report.

28. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

In terms of Regulation 34 and Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations 2015, a review of the performance of
the Company and future outlook is provided in the
Management Discussion and Analysis Report annexed
to this Report as “Annexure-D”.

29. STATUTORY AUDITOR AND THEIR
REPORT

Pursuant to the provisions of Section 139 of the
Companies Act, 2013, read with rules made thereunder,
A Y & Company, Chartered Accountants, (Firm
Registration No. 020829C), were appointed as Statutory
Auditors of the Company in the Annual General Meeting
of the Company held on July 25, 2023, to hold office
for a further period of five years till the Annual General
Meeting to be held for the financial year 2028.

The Notes to the Financial Statements referred in the
Auditors' Report are self-explanatory and therefore do
not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors' Report is enclosed

with the Financial Statements in this Report. There has
been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.

30. REPORTING OF FRAUD

The Auditors of the Company have not reported
any fraud as specified under Section 143 (12) of the
Companies Act, 2013.

31. SECRETARIAL AUDITOR AND THEIR
REPORT

Pursuant to the provisions of Section 204 of the
Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/S SCS and Co. LLP is
appointed as a Secretarial Auditor of the Company for
the Financial Year 2024-2025. The Secretarial Audit
Report for the Financial Year 2024-2025, is annexed to
this Report as ‘Annexure-E’.

Observations of the Secretarial Auditor

1. There was delay in publication of newspaper for
Annual General meeting by one day for FY 2023-24.

2. The financial results for the half year and year ended
on 31 March 2024, were submitted by a delay of 15
minutes to the Stock Exchange in XBRL mode.

Management response

1. The Management ensured that such delays not
happens in futre.

2. There was a technical error while uploading the
financial results for the half year and year ended on
31 March 2024, due to which delay of 15 minutes
occured in the XBRL submission. However, PDF
submission was made in due time.

32. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the
Companies Act 2013, the Company had appointed
A S Gholkar & Co., Chartered Accountants (Firm
Registration No. 124138W), as an Internal Auditor of
the Company for the Financial Year 2024-2025.

The Internal Audit findings and Reports submitted by
the said Internal Auditors, during the financial year,
to the Audit Committee and the Board of Directors of
the Company, do not contain any adverse remarks
and qualifications. Hence, do not call for any further
explanations by the Company.

33. MAINTENANCE OF COST RECORD

The Company is not required to maintain cost records
as specified by the Central Government under Sub¬
Section 1 of Section 148 of the Companies Act, 2013.
Accordingly, such accounts and records are not made
and maintained by the Company.

34. SIGNIFICANT / MATERIAL ORDERS
PASSED BY THE REGULATORS

There are no other significant / material orders passed
by the Regulators, Courts, Tribunals, Statutory and
quasi-judicial body impacting the going concern status
of the Company and its operations in future.

35. THE DETAILS OF APPLICATION MADE OR
ANY PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE,
2016, DURING THE YEAR ALONG WITH
THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR

During the Financial Year 2024-2025, there was no
application made and proceeding initiated / pending
under the Insolvency and Bankruptcy Code, 2016, by
any Financial and / or Operation Creditors against your
Company. As on the date of this Report, there is no
application or proceeding pending against your Company
under the Insolvency and Bankruptcy Code, 2016.

36. WEBSITE

As per Regulation 46 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
the Company has maintained a functional website
namely, 'www.vinsys.com’ containing information
about the Company.

The website of the Company contains information like
policies, shareholding pattern, financial information and
information of the designated officials of the Company
who are responsible for assisting and handling investor
grievances for the benefit of all stakeholders of
the Company, etc.

37. GENERAL DISCLOSURE

Your Directors state that the Company has made
disclosures in this Report for the items prescribed
in Section 134 (3) of the Companies Act, 2013 and
Rule 8 of the Companies (Accounts) Rules, 2014 and
other applicable provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, to the extent the
transactions took place on those items during the year.

Your Directors further state that no disclosure or
reporting is required in respect of the following items
as there were no transactions on these items during the
year under review:

1) Issue of equity shares with differential rights as to
dividend, voting or otherwise;

2) There is no revision in the Board’s Report or
Financial Statement;

3) The details of the difference between amount of the
valuation done at the time of one time settlement
and the valuation done while taking loan from
the banks or financial institutions along with the
reasons there of.

APPRECIATIONSANDACKNOWLEDGEMENTS

Your Directors wish to place on record their sincere
appreciation for the significant contributions made by
the employees at all levels through their dedication, hard
work and commitment during the year under review.

The Board places on record its appreciation for the support
and co-operation your Company has been receiving from
its suppliers, distributors, retailers, business partners and
others associated with it as its trading partners. Your
Company looks upon them as partners in its progress
and has shared with them the rewards of growth. It will
be your Company’s endeavour to build and nurture
strong links with the trade based on mutuality of benefits,
respect for and co-operation with each other, consistent
with consumer interests. Your Directors also take this
opportunity to thank all Shareholders, Clients, Vendors,
Banks, Government and Regulatory Authorities and
Stock Exchanges, for their continued support.

Registered Office: For and on behalf of the Board of Directors

S. No 28/11-12, Shivaji Niketan, Vinsys IT Services India Limited

CTS No. 458A, Tejas Housing Society CIN L72200PN2008PLC131274

Near Mantri Park, Behind Dhondiba
Sutar Bus Stand, Kothrud, Pune 411038

Vikrant Patil Vinaya Patil

Place: Pune Chairman and Managing Director Whole Time Director

Date: 04.09.2025 DIN 00325383 DIN 00325458