Your Directors have pleasure in presenting the 38^th (Thirty Eighth) Annual Report and Audited Financial
Statements for the financial year ended 31^st March, 2024 together with the Independent Auditor's Report.

1. FINANCIAL RESULTS (Rs. in Lakhs)

2. PERFORMANCE OF THE COMPANY:

Although plan was to achieve better results in the year that has passed, the company could not achieve
the expected target. This primarily was due to the lack of orders from the European customers.

The continuing war and the recessionary trends have taken a toll on the receivable from the customers.
Domestic orders have covered up to a certain extent but not adequate enough to fill up the entire gap.

The R&D Team is working in hybrid mode, whereas the Manufacturing division employees are in physical
working mode. Due to this arrangement, the company could vacate one floor in the Corporate Office at
Bangalore thus saving costs on the rentals and power. Your Board is pleased to inform that the above
arrangement has not affected the productivity adversely. Your Company has delivered all the orders
received on time. Further, R&D developed customized solutions in embedded/ applicable software and
thin client hardware, to customers. These solutions were well accepted and appreciated by the customers.

FUTURE PROSPECTS

The trend of customers adopting cloud-based solutions in a big way continues, which is beneficial to the
Company since the Company specializes in providing the end point solutions in the form of Thin clients.
The Company is also looking at providing further value added offering to our exiting customers

3. RESERVES:

In view of the losses, the question of transferring any amount to Reserves does not arise.

4. SHARE CAPITAL:

There were no changes in the Share Capital of the Company during the financial year.

Capital structure remained as follows:

Authorized Share Capital-Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each.
Issued Share Capital-Rs. 13,35,00,000/- divided into 1,33,50,000 Equity Shares of Rs. 10/- each fully paid.
Paid up Share Capital -Rs. 13,32,48,000/- divided into 1,33,24,800 Equity Shares of Rs. 10/- each fully paid.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review, the Company has not issued Shares with Differential Voting
Rights.

Disclosure regarding issue of Employee Stock Options

During the financial year under review, the Company has not issued Shares under Employee Stock
Options.

Disclosure regarding issue of Sweat Equity Shares

During the financial year under review, the Company has not issued Sweat Equity Shares.

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY,
BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There were no material changes and commitments which occurred, between the end of the financial year
and the date of the Report, which affect the financial position of the Company.

6. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material events after 31^st March, 2024 till the date of signing of the Financial Statements.

7. CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii)
of the Companies (Accounts) Rules, 2014.

8. DIVIDEND:

Whilst the Directors understand the sentiments of the Investors, the financial year that has passed, does
not enable the Board to recommend any Dividend. The Board regrets its inability to recommend any
Dividend.

However, the Directors will strive hard to bring the Company back to Dividend track before long and the
improving performance of the Company is hoped to continue to facilitate consideration of Dividend in the
days to come.

9. BOARD MEETINGS:

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between
two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board
of Directors are circulated amongst the Members of the Board for their perusal.

The Board of Directors duly met Five (5) times during the financial year on 26^th May, 2023, 10^th August,
2023, 7^th November, 2023, 8^th February, 2024 and 29^th March, 2024.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board and Key Managerial Personnel is as follows on 31.03.2024:

Notes: 1. Mr Vittal Mangalore Shetty and Ms Anita Jaiswal resigned from their offices of Whole Time
Director and Independent Director respectively effective from 30.4.2024 and 29.03.2024.

2. Ms Sachi Lakhotia and Mr Mahesh Kumar V resigned from the offices of Company Secretary &
Compliance Officer and Chief Financial Officer from 10^th April, 2024 and 4^th May, 2024 respectively.

Changes in the Board Composition During the year:

There were no changes in the Board Composition during the year except cessation of office of Director by
Ms Anita Jaiswal.

11. INDEPENDENT DIRECTORS:

As required by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019
and the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019, Ms.
Hema Kiran Thakur and Ms. Anita Jaiswal have registered their names in the data bank of Independent
Directors maintained by Indian Institute of Corporate Affairs. Annual Declarations received from both of
them for the year 2023-24 contain affirmations regarding registrations in the data bank.

The Board has its opinion with regard to integrity, expertise and experience (including the proficiency) of
the Independent Directors appointed during the year as per provisions of Companies (Account) Rules,
2014.

Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations,
2018 ("the Listing Regulations") have changed the evaluation criteria of Independent Directors from April
1, 2019. As per the amendment, evaluation of Independent Directors by the entire Board shall include:

(a) Performance of Directors and

(b) Fulfilment of independence criteria as specified in the Listing Regulations, and their independence
from the management.

The Board has evaluated the Independent Directors and confirms that Ms. Hema Kiran Thakur and Ms.
Anita Jaiswal fulfilled the independence criteria as specified in the Listing Regulations and their
independence from the management.

The Company has received necessary declaration 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 and Regulation 25 of the Listing Regulations (Annexure I).

Details on terms of appointment of Independent Directors and the familiarization program have been
displayed on website of the Company at https://www.vxl.net/investors/independent-directors and
https://www.vxl.net/investors/disclosures respectively.

12. COMMITTEES OF THE BOARD:

Currently, the Board has three (3) Committees viz. Audit Committee, Nomination and Remuneration
Committee and Stakeholders' Relationship Committee. A detailed note on the composition of Committees
and other related particulars are provided in the Report on Corporate Governance forming part of this
Report.

However, Ms Anita Jaiswal resigned from the office of Independent Director with effect from 29^th March,
2024.

As on 31^st March, 2024, the Committees were comprised as follows:

AUDIT COMMITTEE:

a) Ms. Hema Kiran Thakur - Chairperson

b) Ms. Anita Jaiswal* - Member

c) Mr. Vittal Mangalore Shetty** - Member

*Ms. Anita Jaiswal resigned from the Board with effect from 29^th March ,2024 and subsequently from the
Committee.

** Mr. Vittal Mangalore Shetty resigned from the Board on 29^th March, 2024 effective from 30^th April,
2024 and subsequently from the Committee.

NOMINATION AND REMUNERATION COMMITTEE:

a) Ms. Hema Kiran Thakur - Chairperson

b) Ms. Anita Jaiswal* - Member

c) Ms. Shruti Bhuwania - Member

*Ms. Anita Jaiswal resigned from the Board with effect from 29^th March ,2024 and subsequently from the
Committee.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

a) Ms. Hema Kiran Thakur - Chairperson

b) Ms. Anita Jaiswal* - Member

c) Mr. Vittal Mangalore Shetty** - Member

*Ms. Anita Jaiswal resigned from the Board with effect from 29^th March ,2024 and subsequently from the
Committee.

** Mr. Vittal Mangalore Shetty resigned from the Board on 29^th March, 2024 effective from 30^th April,
2024 and subsequently from the Committee.

13. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy
for selection and appointment of Directors, Senior Management and for other employees and their
remuneration. The same has been disclosed on the website of the Company at
https://www.vxl.net/investors/nomination-remuneration-policy.

The Composition, criteria for selection of Directors and the terms of reference of the Nomination and
Remuneration Committee is stated in the Corporate Governance Report.

14. RISK MANAGEMENT POLICY:

The Company has not yet formulated a Risk Management Policy and has in place a mechanism to in form
the Board/Audit Committee Members about risk assessment and minimization procedures and
undertakes periodical review to ensure that executive management controls risk by means of a properly
designed framework.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established an effective Vigil Mechanism pursuant to the provisions of Sections 177(9)
and (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the Listing Regulations which is
available on website of the Company at

http://www.vxl.net/percheditor/resources/vxlwhistleblowerpolicy and there were no cases reported
during the period under review.

16. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY
PROVIDED BY THE COMPANY:

The Company has not given any loan or guarantees covered under the provisions of Section 186 of the

Companies Act, 2013.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the Financial Statements, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures;

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 and loss of the
Company for that period;

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

d) The Directors had prepared the Financial Statements on a going concern basis;

e) The Directors had laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively, 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.

18. ANNUAL RETURN:

As required under Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management
and Administration) Rules, 2014 read with Companies Amendment Act, 2020, an annual return in MGT-7
is placed in the website of the Company i.e. https://www.vxl.net/investors/disclosures

19. STATUTORY AUDITORS:

Messrs YCRJ & Associates, Chartered Accountants (ICAI Firm Registration No. 006927S) were appointed
as the Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of the 36^th
Annual General Meeting up to the conclusion of the 41^st Annual General Meeting.

As per the Companies (Amendment) Act, 2017 and Rules made there under, with effect from 7^th May,
2018, the Central Government notified the omission of the requirement related to ratification of
appointment of Statutory Auditors by Members at every Annual General Meeting. Accordingly, the
Resolution for ratification has not been placed before the Members.

QUALIFICATIONS IN THE AUDIT REPORT:

Following are the qualifications or observations made by the Auditors in their Audit Report. And
Explanations by the Board on the comments of Statutory Auditors:

20. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna
KT, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the
Secretarial Auditor in the form of MR-3 is annexed to this Report as Annexure - II.

There were no qualifications or observations by the Secretarial Auditor in Secretarial Audit Report.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A)Conservation of energy:

(B)Technology absorption:

(C) Research and Development (R&D)

(D)Foreign exchange earnings and Outgo

22. DEPOSITS:

The Company has not invited/accepted/renewed any deposits from public as defined under the
provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and accordingly,
there were no deposits which were due for repayment on or before 31^st March, 2024.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company continued to maintain, high standards of internal control designed to provide adequate
assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the
internal control across various activities, as well as compliance with laid-down systems and policies are
comprehensively and frequently monitored by your Company's management at all levels of the
organization. The Audit Committee, which meets at least four times a year, actively reviews internal
control systems as well as financial disclosures with adequate participation, inputs from the Statutory,
Internal and Corporate Secretarial Auditors.

The Directors have laid down internal financial controls to be followed by the Company and such policies
and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business,
including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable
financial information.

24. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNAL IMPACTING GOING
CONCERN STATUS OF COMPANY:

No order was passed by any court or tribunal during the period under review which impacts going concern
status of the Company.

25. RELATED PARTY TRANSACTIONS (RPTs):

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior
omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and
repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited
and a statement giving details of all related party transactions is placed before the Audit Committee and
the Board of Directors for their approval.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website.
Web link for the same is https://www.vxl.net/investors/disclosures. Particulars of Contracts or
Arrangements with Related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC-
2 annexed to this Report as Annexure - III.

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company recognizes the critical significance of competent and experienced employees. The team
VXL Instruments continued to stand by the Company during tiring and tough times and your Board places

its appreciation for these relentless efforts, untiring dedication and sense of belongingness exhibited by
the employees at all levels. Your Company focuses on long term Human Resources planning aimed at
managing change more efficiently, grooming internal talent for future roles and also driving efficiency
within the Organization.

Certain cases relating to workmen, which were pending earlier have been resolved fully.

Industrial relations have been cordial and constructive, which have helped your Company to meet
customers' demands.

27. DETAILS OF HOLDING COMPANY/SUBSIDIARIES/JV:

VXL Instruments Limited, UK, a Subsidiary Company was wound up by the Hon'ble High Court of Justice,
Chancery Division, Companies Court, United Kingdom vide its Order dated 7^th November, 2016. Further,
to the Insolvency Proceedings under the Insolvency Act, 1986, VXL Instruments Limited, UK was dissolved
on 11^th March, 2018. Pursuant to this, the Company has requested permission from the Reserve Bank of
India for writing off the Investments of £ 108,000 in the Joint Venture.

28. ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried
out an annual evaluation of its own performance, Board Committees and individual Directors. The manner
in which the evaluation has been carried out has been explained in the Corporate Governance Report.

29. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act
read with the Companies (Accounts) Rules, 2015, the same is not applicable.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1)(2)(3) of the Companies
(Appointment and Remuneration) Rules, 2014, details/ disclosures of Ratio of Remuneration to each
Director to the median employee's remuneration is annexed to this report as Annexure-IV.

31. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing fees for the Financial Year 2024-25 to BSE
Limited where the Company's Shares are listed.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION:

A separate Report on Corporate Governance in terms of Regulation 34 of the Listing Regulations along
with a Certificate from a Practising Company Secretary regarding compliance to the conditions stipulated
under Chapter IV of the Listing Regulations is attached to this report as Annexure V.

33. CAPITAL EXPENDITURE:

There were no capital expenditures during the year under report.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed off during the
Financial Year 2023-24:

No. of complaints received: NIL
No. of complaints disposed off: NIL

35. MANAGEMENT DISCUSSION AND ANALYSIS:

As per the Listing Regulations, the Management Discussion and Analysis forms part of this report.
ECONOMIC SCENARIO AND OUTLOOK

Although Covid 19 is behind us, the Ukraine war is dragging on. Recessionary trends in the western market
are affecting out export business. Component availability has improved marginally. While situation is
improving, the raw material cost is increasing as well. The Company is trying its best to overcome the
challenges by judicious planning and execution.

INDUSTRY OUTLOOK AND OPPORTUNITIES

Historically, IIP has been a good indicator for business sentiments in Capital Goods Order Intake. Industrial
production Index of India in Feb 2023 rose 5.6% beating many peers. The S&P Global India Manufacturing
PMI also increased in March beating market expectations. The March PMI index is at a 3-month high, due
to faster expansions in both new orders and output, amid a post Covid 19 spurt in demand.

Business scenario in India is optimistic whereas the western market scenario is uncertain.

The Company keeps developing new customized solutions which are well accepted by the customers.
Microsoft have released new Windows Embedded products with better security features which are the
need of the hour. Moreover, customers are adopting cloud computing at a fast pace. There is an exciting
new opportunity the company is working on in the QSR (Quick Service Restaurant) line. All this help our
business to grow next year.

36. DISCLOSURE REQUIREMENTS:

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 from time to time and that
such systems are adequate and operating effectively.

37. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met on 8^th February, 2024 during the year to review the
performance of Non-Independent Directors and the Board as a whole, to review the performance of the
Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent
Directors have also declared their independence.

38. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION
/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No Director has received any commission from your Company.

39. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two
Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month.
Therefore, statement/disclosure pursuant to Sub Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is not required.

There are no employees posted and working in a country outside India, not being Directors or relatives,
drawing more than Rs. 60,00,000/- (Rupees Sixty Lakhs only) per financial year or Rs. 5,00,000/- (Rupees
Five Lakhs only) per month as the case may be. Therefore, statement/disclosure pursuant to Sub Rule 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required
to be circulated to the members and is not attached to the Annual Report.

40. INVESTORS' EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed Dividends
are required to be transferred by the Company to the IEPF, established by the Government of India, after
the completion of seven years. Further, according to the Rules, the Shares on which Dividend has not been
paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the
Demat account of the IEPF Authority.

During the year under review there were no unpaid or unclaimed amounts required to be transferred to
IEPF account.

41. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the
Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other
sources.

42. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of
India on Board Meetings and Annual General Meetings.

43. MAINTENANCE OF COST RECORDS:

The Company has maintained the Cost Records as specified by the Central Government under Sub-Section
(1) of Section 148 of the Companies Act, 2013.

44. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

As per the Secretarial Standards-4 in case the company has revised its financial statement or the Report
in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a
judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well
as in the Report of the relevant financial year in which such revision is made.

In your Company there is no revision of Financial Statement in any of the three preceding financial years
under consideration.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC):

There is no such process initiated during the year, therefore said clause is not applicable to the Company.

46. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events took place during the year under consideration.

47. CREDIT RATING OF SECURITIES

Your Company has not obtained any rating from the credit rating agency for the securities during the year.
Therefore, the said clause is not applicable to the Company.

48. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for valuable contribution made by employees at all levels,
active support and encouragement received from the Government of India, Government of Maharashtra,
Government of Karnataka, Company's Bankers, Customers, Principals, Business Associates and other
Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully
acknowledge with a firm belief that the support and trust will continue in future also.

For and on behalf of the Board of Directors of
VXL Instruments Limited

Place: Mumbai Shruti Bhuwania Rajeshree Maruti Chougule

Date: 30.05.2024 ^Director Director

^{DIN: 06630867} DIN: 10647042

^{Address: 99, Dariya Maha}L Address: B-310, Mahatma

17th Floor, 80, Nepean Sea

Phule Sadan, S.B. Pawar

Road, Malabar Hill, Mumbai-

400006 Marg, Currey Road, Mumbai

400013