Directors Report of Ikoma Technologies Ltd.

Mar 31, 2025

Your Directors are pleased to present their 31^st Annual Report of the Company on the Business and operations of the Company and the accounts for the Financial Year ended March 31, 2025.

1) FINANCIAL HIGHLIGHTS:

(Rupees in Lakhs
Particulars	F.Y. 2024-2025	F.Y. 2023-2024
Total Income	2032.55	3772.61
Less: Total Expenses	1,844.45	3103.23
Less: Exceptional Items	-	-
Profit / (Loss) Before Tax	188.45	669.38
Less: Current Tax/Provision for Tax	56.6	157.08
Profit / (Loss) After Tax	131.85	512.30

2) PERFORMANCE HIGHLIGHTS:

During the year under review Company has total revenue of INR. 2032.55 Lakhs as against the previous year turnover of INR. 3772.61 Lakhs.

The Board takes note of the decrease in revenue and continues to monitor the Company''s operations and financial performance closely, with a focus on improving efficiency and exploring growth opportunities in the upcoming year.

3) DIVIDEND

During the financial year under review, the Board has not recommended any dividend.

Pursuant to the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1000 listed entities based on market capitalization (as on March 31 of every financial year) are required to formulate a Dividend Distribution Policy, which must be disclosed on the website of the listed entity, along with a web link provided in their Annual Reports.

This requirement is not applicable to the Company, as it does not fall within the list of top 1000 listed companies based on market capitalization as on March 31, 2025, as per the data provided by BSE.

4) STATEMENT OF DEVIATION OR VARIATION

The disclosure requirements pertaining to any deviation or variation in connection with the terms of a public issue, rights issue, or preferential issue, as specified under applicable regulations, are not applicable to the Company. This is because the Company has not issued any shares or other securities during the financial year under review.

5) BUY-BACK OF SHARES

During the financial year under review no shares were bought back by the Company.

6) DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

There are no shares in the demat suspense account or unclaimed suspense account during the year.

7) EMPLOYEE STOCK OPTION SCHEME (ESOP)

The Company does not have any Employee Stock Option Scheme (ESOP).

8) HUMAN RESOURCES

As on the financial year ended on March 31, 2025, the permanent employees on the rolls of the Company were 18.

The Company''s employees continue to be among one of its most valued stakeholders. We remain committed to attracting, developing, and retaining top talent. Our efforts are focused on fostering a collaborative, transparent, and participative organizational culture, while recognizing and rewarding merit and consistent high performance. We believe that empowering our people is critical to driving long-term success and organizational resilience.

The details with respect to the remuneration of directors and employees as required under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure - I.

9) TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND:

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend of a company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the unpaid Dividend account shall be transferred by the company to the Investor Education and Protection Fund ("IEPF").

In terms of the foregoing provisions of the Companies Act, 2013, there is no dividend which remains outstanding or remains to be paid and required to be paid and required to be transferred to the IEPF by the Company during the year under review.

Dividend declared for the last year:

Financial Year	Date of Declaration	Dividend per equity share
2023-2024	09.05.2024 20.06.2024	0.50 paisa per equity 0.25 paisa per equity share

10) CAPITAL STRUCTURE:i. Authorised Share Capital

The Authorised Share Capital of the Company as on financial year ended on March 31, 2025 is INR 25,00,00,000 crores (Indian Rupees Twenty-Five Crore Only) divided into 2,50,00,000 (Two Crores fifty Lakh) Equity Shares having face value of INR 10/- (Indian Rupees Ten) Each ("Equity Shares").

During the financial year under review, there is no change in the Authorized Share Capital of the Company.

ii. Issued, subscribed and paid-up share capital

The issued share capital of the Company as on financial year ended on March 31, 2025 is INR 23,20,15,000/- (Indian Rupees Twenty-Three Crores Twenty Lakhs Fifteen Thousand only) divided into 2,32,01,500/- (Two Crores Thirty-Two Lakhs One Thousand Five Hundred) Equity shares of 10 each.

The subscribed and paid capital of the Company as on financial year ended on March 31, 2025 is INR 22,76,63,039/- (Indian rupees Twenty-Two Crore Seventy-Six Lakh Sixty-Three Thousand and Thirty-Nine only).

iii Equity shares with differential rights and sweat equity shares

During the financial year under review, the Company has neither issued sweat equity shares nor issued equity shares with differential rights as to dividend, voting or otherwise.

iv. Listing on Stock Exchanges

The Equity Shares are listed on BSE Limited ("BSE"). Further, trading in the Equity Shares was not suspended on the Stock Exchanges during the financial year under review.

11) AMOUNT PROPOSED TO BE TRANSFERRED TO RESERVES

During the year under review, the Company has transferred amount to reserves disclosure of the same is given in Financial Statements.

12) CORPORATE SOCIAL RESPONSIBILITY ("CSR") POLICY

The Company is not required to form Corporate Social Responsibility Committee pursuant to the provisions of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014.

13) RISK MANAGEMENT POLICY

Pursuant to Regulation 21(5) of SEBI (LODR) Regulations, 2015, the company does not fall under List of Top 1000 Companies and thus the company is not required to frame Risk Management Policy mandatorily.

The Company has a well-defined risk management framework in place.

The Company has established procedures to periodically place before the Audit Committee and the Board, the risk assessment procedures and minimization procedures being followed by the Company and steps taken by it to mitigate these risks.

14) VIGIL MECHANISM /WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company is firmly committed to upholding the highest standards of integrity, transparency, and ethical conduct in all its business practices.

In pursuit of this commitment, a Vigil Mechanism and Whistle Blower Policy ("the Policy") has been established in accordance with the Act and Regulation 22 of the SEBI Listing Regulations. The Policy provides a secure and confidential channel for employees, directors, and stakeholders to report any suspected misconduct, unethical behavior, fraud, or violations of the Company''s Code of Conduct for employees without fear of retaliation.

It also ensures direct access to the Chairperson of the Audit Committee, reinforcing independence and oversight.

Employees and other stakeholders are encouraged to report actual or suspected reportable matters as per the Policy. All reportable matters are objectively reviewed and investigated by an independent investigation team. Outcomes and actions taken are reported to the whistleblower committee and Audit Committee on a periodic basis.

The Company affirms that no individual has been denied access to the Chairperson of the Audit Committee under this Policy.

During the financial year under review, no reportable matters were investigated.

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

The Company has a zero-tolerance on sexual harassment and is committed to fostering a safe, respectful, and inclusive workplace for all. In alignment with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and its associated Rules, the Company has adopted a comprehensive Prevention of sexual harassment ("POSH") Policy.

POSH policy is inclusive and gender neutral, detailing the governance mechanisms for prevention of sexual harassment issues relating to employees across genders including employees who identify themselves with LGBTQI community.

No Complaints on sexual harassment were received during the year 2024-2025.

16) SUBSIDIARY(IES) AND ASSOCIATE COMPANY(IES)

During the year under review, the company is not having any Subsidiary, Associates and Joint Ventures.

17) CREDIT RATING

During the year under review, the requirement of credit rating of securities of company was not applicable and hence no credit rating has been undertaken.

18) CHANGE IN NATURE OF BUSINESS

During the financial year under review, there has been no change in the nature of business of the Company.

19) DEPOSITS:

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

20) DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")i. Appointment / re-appointment or resignation of director(s)

During the financial year under review, Ms. Manjusha Rahul Bhargav (DIN: 10050639), Executive Director, liable to retire by rotation was re-appointed by the shareholders in the 30^th Annual General Meeting ("AGM") held on September 30, 2024.

In accordance with the provisions of Section 152 of the Act and articles of association of the Company, Mr. Rahul Anandrao Bhargav (DIN: 08548577) is liable to retire by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

The Board recommends the re-appointment of Mr. Rahul Anandrao Bhargav (DIN: 08548577) Executive Director for Shareholders'' approval at the ensuing 31^st AGM.

Further the following changes took place during the year under review:

1. Ms. Subimol Abhilash Murali (DIN: 10531014), was appointed as Non-Executive Independent Director of the Company, w.e.f. January 14, 2025;

2. Ms. Varsha Dhiman (DIN: 09711415), resigned from the position of Non-Executive Independent Director w.e.f. 14.01.2025;

3. Ms. Ruchi Srivastava (DIN: 09019357), resigned from position of Executive Director w.e.f. 14.01.2025;

4. Mr. Sandeep Kumar (DIN: 08284230), resigned from the position of Non-Executive Independent Director w.e.f. 20.01.2025, and

5. Ms. Manjusha Rahul Bhargav (DIN: 10050639), resigned from the position of Executive Director w.e.f. 03.03.2025.

The following individuals were appointed as Non-Executive Independent Directors on June 13, 2025, subsequent to the conclusion of the financial year 2024-2025:

1. Mr. Arvind Rangnarain Tiwari (DIN: 02019838)

2. Ms. Archana Chirawawala (DIN: 09721625), and

3. Mr. Sanjeev Seth (DIN: 10974972)

Further, the following were also appointed as Additional Non-Executive Independent Directors on September 02, 2025:

1. Mr. Chahan Vinod Vora (DIN: 10275707)

2. Ms. Deepti Sharma (DIN: 10042713)

ii. Appointment or resignation of KMP

During the financial year under review, Ms. Akansha Shrivastava, resigned from the position of Company Secretary and Compliance officer w.e.f. 03.01.2025 and Ms. Shweta Chaturvedi as Company Secretary and Compliance Officer w.e.f. 07.01.2025.

Further, Ms. Shweta Chaturvedi, resigned from the position of Company Secretary and Compliance Officer w.e.f. 03.04.2025.

iii. Declarations from Independent Director(s)

As on financial year ended on March 31, 2025, Independent Directors have confirmed that:

• they meet the criteria of Independence laid down under the Act and SEBI Listing Regulations;

• they have complied with the code for Independent Directors prescribed under Schedule IV to the Act;

• they have registered themselves with the Independent Director''s databank maintained by the Indian Institute of Corporate Affairs;

• they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence;

• they have not been associated with any material supplier, service provider, or customer of the Company;

• they have not been partner, proprietor, or employee of the Company''s Statutory Audit firm during the preceding Financial Year;

• they have not been affiliated with any legal or consulting firm that has or had business transactions with the Company, its subsidiaries, or associate companies, amounting to 10% or more of the gross turnover of such firm; and

• apart from receiving Director''s remuneration (including sitting fees), there have not been any material pecuniary relationship or transactions with the Company, its subsidiaries or associate companies, or their directors, during the three immediately preceding Financial Years or during the current financial year exceeding the limits specified under the Act and SEBI Listing Regulations.

Further, the Company confirms that neither the independent director nor their relative as defined under the Act, were employed, in an executive capacity by the Company, its Subsidiaries, or Associate Companies during the preceding Financial Year.

Accordingly, based on the declarations received from all Independent Directors, the Board has confirmed that, in their opinion, independent directors of the Company are persons of integrity, possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

iv. Company''s policy on Directors'' appointment and remuneration including criteria for determining qualifications positive attributes, independence of a Director and other matters

The Nomination and Remuneration Policy ("NRC Policy") has been developed in accordance with Section 178 of the Act and Regulation 19 of the SEBI Listing Regulations. It establishes a structured framework for the nomination, evaluation, and remuneration of the Company''s Directors and senior management personnel of the Company. The core objective of the NRC Policy is to attract, retain, and reward most qualified and skilled talent capable of driving long-term growth and success of the Company.

During the financial year under review, there were no changes made to the NRC Policy. The NRC Policy can be accessed at https://www.vuenowinfratech.co.in.

Information regarding the composition of the Board and its committees, and other relevant disclosures is available in the Corporate Governance Report, which forms a part of this Annual Report in (Annexure-VI).

v. Familiarisation Programme for Independent Directors:

The Familiarisation programs aims to provide insight to the Independent Directors to understand the business of the Company. Upon induction, the Independent Directors are familiarized with their roles, rights and responsibilities.

All the Directors of the company are updated as and when required, of their role, rights, responsibilities under applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, Secretarial Standards, nature of industry in which the Company operates, business model of the Company, etc. The Company holds Board and the Committee Meetings from time to time.

The Board of Directors has complete access to the information within the Company. The Independent Directors have the freedom to interact with the Company''s management. Directors are also informed of the various developments in the Company through various modes of communications. All efforts are made to ensure that the Directors are fully aware of the current state of affairs of the Company and the Industry in which it operates.

The details of familiarization programme undertaken have been uploaded on the Company''s website https://www.vuenowinfratech.co.in.

21) NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, the Board met 17 (Seventeen) times. The maximum interval between any two meetings of the Board did not exceed 120 days. Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed in the Corporate Governance Report forming part of this Annual Report.

22) PERFORMANCE EVALUATION OF BOARD

In accordance with the provisions of the Act and the SEBI Listing Regulations, the Company has implemented a formal, structured, and transparent process for the annual evaluation of the performance of the Board as a whole, its various committees, the chairperson of the Board, and individual directors, including independent directors.

The Nomination and Remuneration Committee ("NRC"), in consultation with the Board, defined the evaluation framework and criteria, which focus on both qualitative and quantitative aspects of governance. Key parameters used in the evaluation included:

• Composition and diversity of the Board and its committees;

• Clarity of roles and responsibilities;

• Quality, timeliness, and adequacy of information shared with the Board;

• Effectiveness of the Board''s decision-making processes and strategic inputs;

• Performance of the Chairperson in leading the Board;

• Active participation and contribution of individual directors;

• Functioning of committees in discharging their responsibilities effectively; and

• Compliance with applicable regulatory requirements.

In compliance with Section 149(8) of the Act read with Schedule IV and Regulation 17 of the SEBI Listing Regulations, the performance evaluation of independent directors was carried out. This evaluation was based on parameters laid out by the NRC in line with the Company''s policy for evaluation of the performance of the board of directors, which is available on the Company''s website and can be accessed at https://www.vuenowinfratech.co.in.

23) NON-EXECUTIVE DIRECTOR''S COMPENSATION AND DISCLOSURES

None of the Independent or Non-Executive Directors has any pecuniary relationship or transaction with the Company which, in the judgment of the Board, may affect their independence.

24) COMMITTEES OF THE BOARD

As on the financial year ended March 31, 2025, the Board has three (3) committees constituted in compliance with the applicable provisions of the Act and SEBI Listing Regulations, as given below:

• Audit Committee;

• Nomination and Remuneration Committee;

• Stakeholders Relationship Committee

A detailed note on the composition of the committees and other mandatory details is provided in the Corporate Governance Report forming part of this Annual Report.

25) AUDITORS AND AUDITOR''S REPORTS

i) Statutory Auditors

M/s. Kapish Jain and Associates, Chartered Accountants, (FRN: 022743N), resigned as the Statutory Auditors of the Company from closure of business hours with effect from the close of business hours on May 30, 2025.

The Board of Directors, at its meeting held on 13.06.2025 approved the appointment of M/s. NYS & Company, Chartered Accountants (FRN: 017007N), as the Statutory Auditors of the Company for the financial year 2025-2026 and the same was approved by the shareholders in their meeting held on 05^th July, 2025 to hold office until the conclusion of Annual General Meeting to be held in the year 2025.

Further upon the recommendation of the Audit Committee, and subject to the approval of the members at the 31^st Annual General Meeting, the Board of Directors has recommended the appointment of M/s. NYS & Company, Chartered Accountants, as the Statutory Auditors of the Company for a term of five consecutive years, from the conclusion of the 31^st Annual General Meeting until the conclusion of the 36^th Annual General Meeting.

Statutory Auditors Report

The Statutory Auditors has not given any remarks or qualified opinion except for:

The Confirmations regarding the closing balances of trade receivables, trade payables and loans and advances were not made available to us by the management in certain cases. Therefore, we are unable to comment on whether those balances, as shown in the financial results, are correct or not.

Management''s response to the above:

Company is currently in the process of obtaining confirmations with respect to the balances of trade receivables, trade payables and loans & advances. Once, we receive the confirmation we will provide the same to the Auditor.

ii) Consolidated Financial Statements

In accordance with the Section 129(3) of the Companies Act, 2013, the Audited Consolidated Financial Statements are provided in the Annual Report is Not Applicable.

iii) Secretarial Auditors

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial personnel) Rules 2014, M/s. Sulabh Jain and Associates, Practicing Company Secretary, were appointed to undertake the Secretarial Audit of the Company for the year 2024-25.

The Secretarial Audit Report for the year 2024-25 is annexed as "Annexure II" and forms part of this Report.

The Secretarial Auditors has not given any remarks or qualified opinion except for:

(i) . Appointment of Ms. Subimol Abhilash Murali as Additional Independent Director (w.e.f. January 14, 2025) was

not ratified within the stipulated time as prescribed under Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(ii) . NRC composition non-compliant as the Company has only two Non-Executive Directors.

(iii) . Upon review, it is observed that the composition of the Audit Committee is not in accordance with the

requirements of Regulation 18(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

(iv) . SRC composition not compliant; does not meet minimum requirement of three directors including one

Independent Director and chaired by a Non-Executive Director.

(v) . It is observed that the Company has not submitted its financial results within the prescribed timelines as

stipulated under Regulation 33(3)(a) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. For the quarter ended September 2024, & December2024.

(vi) . It is observed that the promoter of the Company has filed the yearly declaration under Regulation 31(4) of the

SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011) after the prescribed due date for the financial year under review.

(vii) . Regulation 39(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR) by failing to submit information regarding the loss of share certificates within stipulated time.

(viii). The website does not contain all the mandatory disclosures as required under Regulation 46(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Furthermore, the web link provided in the Corporate Governance Report is non-functional non-existent, thereby impeding access to required information.

(ix) . During the review of the Corporate Governance Report for the financial year under review, it was observed that

there were certain discrepancies and inconsistencies in the data submitted. The information provided in various sections of the report did not fully align with the underlying records and disclosures maintained by the Company.

(x) . The Board of Directors of the Company had approved a Scheme of Amalgamation between M/s Vuenow

Marketing Services Limited and M/s Vuenow Infotech Private Limited. However, the Company did not file the requisite Form MGT-14 in accordance with the provisions of Section 179(3) of the Companies Act, 2013, resulting in non-compliance. It is noted that the proposed Scheme of Amalgamation was subsequently withdrawn by the Company on 30th December, 2024.

(xi) . It was observed that some e-forms were filed with the Registrar of Companies beyond the prescribed statutory

timelines under the Companies Act, 2013. However, the said forms were filed along with payment of applicable additional fees, in compliance with the provisions of the Act.

(xii) . Mr. Rahul Anandrao Bhargav (DIN: 08548577), Director of AVNI ITINFRA VENTURES LIMITED (CIN:

U72900CH2021PLC043491), has not filed financial statements for FY 2021-22, 2022-23, and 2023-24. Consequently, he stands disqualified under Section 164(2)(a) of the Companies Act, 2013, for failure to file financial statements/annual returns for three consecutive years.

Management''s response to the above:

In reference to the observations raised concerning the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

We wish to inform you that the Company has duly complied with all the applicable provisions of SEBI (LODR), 2015 as of date.

Further, with respect to point no. xii regarding the disqualification of Mr. Rahul Anandrao Bhargav, we would like to clarify the following:

Mr. Rahul Anandrao Bhargav has already tendered his resignation from the Company. However, due to non-filing of e-form

DIR-12, his name continues to reflect on the MCA portal. Please be assured that

The Company has submitted the Annual Secretarial Compliance Report with BSE in compliance of Regulation 24A of the SEBI Listing Regulations.

The Board recommends to appoint M/s. Ankit Singhal and Associates, Company Secretaries, a peer-reviewed firm as Secretarial Auditors of the Company for a period of five years from Financial Year 2025-2026 to 2029-2030 subject to the Shareholders'' approval at the ensuing 31^st AGM.

iv) Internal Auditor

M/s VAPS & Co., Chartered was appointed as the Internal Auditor of the Company in compliance with Section 138 of the Act.

In this role, they were entrusted with overseeing the internal audit function across business processes, IT infrastructure, and information security management systems, with a focus on strengthening internal controls and driving continuous improvement in the Company''s systems and processes.

Additionally, audit findings and the results of management testing of internal financial controls are reported to the Audit Committee on a quarterly basis.

v) Cost Auditor

During the Financial Year 2024-2025, your Company is not required to maintain cost records.

26) INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

Internal financial controls are an integral part of the Company''s risk and governance framework, addressing financial and operational risks to ensure the orderly and efficient conduct of its business.

This includes adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information.

The Company has implemented an adequate internal financial control system over financial reporting. This system ensures that all transactions are authorized, recorded and reported correctly in a timely manner, providing reliable financial information and complying with applicable accounting standards, commensurate with the size and volume of the Company''s business.

Key internal financial controls have been documented, automated wherever possible and embedded in respective business processes. Assurance to the Board on the effectiveness of internal financial controls is obtained through three lines of defense:

(a) Management reviews and self-assessments;

(b) Continuous controls monitoring by the Governance, Risk and Compliance Function; and

(c) Independent design and operational testing by the Statutory and Secretarial Auditors.

The Company is of the opinion that the internal financial controls were adequate and operating effectively during the financial year under review. Furthermore, these internal financial controls were tested by the Statutory Auditors, who reported no material weaknesses or significant deficiencies in their design or operation.

27) DISCLOSURE WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The Company has an Equal Parental Leave Policy extended to both male and female employees which is in compliance to the Maternity Benefit Act 1961. This policy reflects our belief in shared parenting and our commitment to creating an inclusive workplace. Beyond leave, we support employees through access to mental wellness programs, professional counseling, and structured return-to-work programs that ease the transition back to their roles with confidence. To further assist working parents, we offer creche facilities or tie ups with day care facilities at our offices, ensuring peace of mind and a better work-life balance.

28) PROHIBITION OF INSIDER TRADING

In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code").

The Code is applicable to all Directors, Designated persons and connected persons and their immediate relatives, who have access to unpublished price sensitive information relating to the Company. The Company has also formulated a code of practices and procedures for Fair disclosure of Unpublished Price Sensitive Information (UPSI) incompliance with the PIT Regulations.

The aforesaid Codes are posted on the Company''s website at: https://www.vuenowinfratech.co.in.

29) STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It''s an optimum mix of expertise (including financial expertise), leadership and professionalism.

30) CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the year ended 31^st March, 2025. The Certificate is annexed in Annexure-III.

31) DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY''S CODE OF CONDUCT

The Code of conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and the latest Code is available on the website of the Company at: https://www.vuenowinfratech.co.in.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, a confirmation from the Managing Director regarding compliance with the code by all the Directors and senior management of the Company is annexed in Annexure-IV.

32) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

33) STATUTORY DISCLOSURES

i. Details in respect of frauds reported by auditors

During the financial year under review, pursuant to Section 143(12) of the Act, M/s. Kapish Jain and Associates, Chartered Accountants, Statutory Auditors and M/s. Sulabh Jain and Associates, Company Secretaries, Secretarial Auditors have not reported any instance of fraud committed in the Company by its officers or employees to the audit committee.

ii. Requirements for maintenance of cost records

During the financial year under review, requirement for maintenance of cost records as specified by Central Government under Section 148 of the Act is not applicable on the Company.

iii. Annual Return

The annual return of the Company as on the financial year ended on March 31, 2025 in terms of Section 92 and Section 134 of the Act is available on the website of the Company at https://www.vuenowinfratech.co.in.

iv. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Company have occurred between the end of March 31, 2025, to which the financial statements relate and the date of the report except for the following:

On 14^th August, 2025, search operations were carried out at the registered office of the Company by the office of Enforcement Directorate, Jalandhar ("ED") and the company''s data centre situated at Bhiwadi has been freezed by the ED along with certain documents, agreements, movable assets, insurance policy and IT and Networking Equipments.

v. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future

No significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future. However, during the FY 2025-2026, search operations were carried out at the registered office of the Company by the office of Enforcement Directorate, Jalandhar ("ED") and the company''s data centre situated at Bhiwadi has been freezed by the ED along with certain documents, agreements, movable assets, insurance policy and IT and Networking Equipments.

vi. Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the SEBI Listing Regulations, Management Discussion and Analysis Report is set out as a separate section under this Annual Report.

vii. Business Responsibility and Sustainability Report ("BRSR")

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, the top 1,000 listed companies based on market capitalization (as on March 31 of the preceding financial year) are required to submit a Business Responsibility and Sustainability Report (BRSR) in the format prescribed by SEBI Circular No. SEBI/HO/CFD/CMD-2/P/CIR/2021/562 dated May 10, 2021, with effect from the financial year 2022-23.

However, the Company does not fall within the top 1,000 listed entities based on market capitalization as per the list published by BSE as on March 31, 2025, and accordingly, the requirement to submit the BRSR for the financial year 2024-25 is not applicable to the Company.

viii. Corporate Governance Report

The Company has complied with all applicable corporate governance requirements as prescribed under the Act and SEBI Listing Regulations. Report on corporate governance is set out as a separate section under this Annual Report.

ix. Transactions with related parties

During the financial year under review, the Company has not entered into any materially significant related party transaction. Related party transactions entered into were approved by the audit committee and the Board, from time to time and are disclosed in the notes to accounts of the financial statements forming part of this Annual Report.

All transactions with related parties are in accordance with the RPT Policy. Further, during the financial year under review, in terms of Section 188 of the Act, all transactions entered into by the Company with its related parties were on arm''s length basis and ordinary course of business. Hence, disclosure under the prescribed form AOC-2 in terms of Section 134 of the Act is not required.

x. Deposits

The Company has not accepted any deposits from the public and no amount on account of principal or interest on deposits from the public was outstanding as on March 31, 2025. Accordingly, disclosures related to deposits as required to be made under the Act are not applicable to the Company.

xi. Particulars of loan and advances, guarantees and investments

Details of loans and advances given, investments made or guarantees given or security provided as per the provisions of Section 186 of the Act and Regulation 34 read with Schedule V of the SEBI Listing Regulations are given in the notes forming part of the financial statements provided in this Annual Report.

xii. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

There was no application made or any proceeding pending under The Insolvency & Bankruptcy Code, 2016 against/ by the Company during the period under review.

xiii. Compliance with Secretarial Standards

During the financial year under review, the Company has complied with the applicable provisions of the Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs ("MCA").

xiv. Revision of Financial statements and Board Report

During the financial year under review, there were no revisions in the financial statements and Board Report of the Company.

xv. Utilisation of proceeds of QIP

During the financial year under review, no securities were issued through QIP.

xvi. Valuation done at the time of one- time settlement

During the financial year under review, disclosure w.r.t. details of 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 thereof, is not applicable.

34) DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 of the Act, Directors to the best of their knowledge and belief confirm and state that:

a. In the preparation of the annual accounts for the financial year ended on March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. The Directors 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 as at the end of the financial year March 31, 2025 and of the profit of the Company for that period;

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

d. The directors have prepared the annual accounts on a going concern basis;

e. The directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

35) CAUTIONARY STATEMENT

The Annual Report including those which relate to the Directors'' Report, Management Discussion and Analysis Report may contain certain statements on the Company''s intent expectations or forecasts that appear to be forward-looking within the meaning of applicable securities law and regulations while actual outcomes may differ materially from what is expressed herein.

The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company''s performance could be the demand and supply of Company''s product and services, Changes in Government regulations, tax laws, forex volatility etc.

36) ACKNOWLEDGMENTS

The Board would also like to thank all stakeholders including but not limited to shareholders, customers, delivery partners, restaurant partners and all other business associates for their continuous support to the Company and their confidence in its management. We look forward to their continuous support in the future.

---

Mar 31, 2024

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

1) FINANCIAL HIGHLIGHTS:

(Rupees in Lakhs)

Particulars	F.Y. 2023-2024	F.Y. 2022-2023
Total Income	3772.61	-
Total Expenditure	3103.23	55.68
Profit / (Loss) Before Tax	669.38	(55.68)
Less: Current Tax/Provision for Tax	157.08	-
Profit / (Loss) After Tax	512.30	(55.68)

2) PERFORMANCE REVIEW:

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

3) DIVIDEND

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

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

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

5) DEPOSITS:

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

6) TRANSFERS TO RESERVES:

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

7) SHARE CAPITAL

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

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

8) DETAILS OF SUBSIDIARY / JOINT VENTURE/ ASSOCIATES COMPANY

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

9) PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

10) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

11) RELATED PARTY TRANSACTIONS:

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

12) EMPLOYEES RELATIONS:

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

13) DIRECTORS:

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

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

B. DIRECTORS & KEY MANAGERIAL PERSONNEL:

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

S.No	Name of Director	Designation	DIN	Date of Appointment	Date of Appointment At Current Designation	Date of Resignation
1	Mr. Rahul Bhargav	Managing Director	08548577	09.02.2023	09.02.2023	-
2	Ms.Ruchi Srivastava	Executive Director	09019357	09.02.2023	05.04.2023	-
3	Mr. Sandeep Kumar	Independent Director	08284230	26.09.2022	26.09.2022	-
4	Ms. Vandana Chib	Independent Director	09414035	09.02.2023	05.04.2023	-
5.	Ms. Varsha Dhiman	Independent Director	09711415	09.02.2023	05.04.2023	-
6	Ms. Manjusha Rahul Bhargav	Additional Director	10050639	27.02.2023	27.02.2023	04.06.2023
6	Ms. Manjusha Rahul Bhargav	Executive Director	10050639	08.06.2023	08.06.2023
7	Mr. Arminder Singh	Chief Financial Officer	BLLPS6101B	27.02.2023	27.02.2023	08.05.2023
8	Mr. Kushal	Company Secretary	DQFPK6574R	27.02.2023	27.02.2023	31.05.2023
9	Mr. Rahul Bhargav	Chief financial Officer	AIIPB2780Q	08.05.2023	08.05.2023	-
10	Ms. Akanksha Srivastava	Company Secretary	DTUPS5652E	11.08.2023	11.08.2023

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

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

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

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

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

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

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

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

14) FORMAL ANNUAL EVALUATION:

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

15) MEETINGS OF THE BOARD:

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

The dates on which the said meetings were held:

• 08th May, 2023

• 26th May, 2023

• 8th June, 2023

• 26^th June, 2023

• 7th July, 2023

• 11th August, 2023

• 24^th August,, 2023

• 10^th September, 2023

• 22^nd September, 2023

• 25^th September, 2023

• 2^nd November, 2023

• 3^rd January,2024

• 13^th February,2024

• 28^th February,2024

• 22^nd March,2024

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

16) DIRECTOR''S RESPONSIBILITY STATEMENT:

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

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

• The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review.

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

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

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

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

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

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

17. COMMITTEE MEETING:

1) AUDIT COMMITTEE:

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

Five Audit Committee meetings were held as follows:

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

Sr No.	Name of Director	Designation	Attendance in Committee Meeting
			Held	Attended
1	Ms. Varsha Dhiman (Non-executive -Independent Director)	Chairman	5	5
2.	Mr. Rahul Bhargav (Executive Director)	Member	5	5
3.	Mr. Sandeep Kumar (Non-executive -Independent Director)	Member	5	5

2) NOMINATION AND REMUNERATION COMMITTEE:

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

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

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

Sr No	Name of Director	Designation
1	Vandana Chib (Non-Executive - Independent Director)	Chairman
2	Varsha Dhiman (Non-Executive - Independent Director)	Member
3	Sandeep Kumar (Non-Executive - Independent Director)	Member

3) STAKEHOLDER RELATIONSHIP COMMITTEE:

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

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

Meeting held on: 26.05.2023, 11.08.2023 and 02.11.2023 & 13.02.2024

Sr No	Name of Director	Designation
1	Varsha Dhiman (Non-Executive - Independent	Chairman
	Director)
2	Rahul Bhargav	Member
3	Vandana Chib	Member

4) INDEPENDENT DIRECTORS:

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

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

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

The Composition of Independent Director is as follows:

Sr. No	Name of Director	Designation
1.	Vandana Chib (Non-Executive - Independent Director)	Chairman
2.	Varsha Dhiman (Non-Executive - Independent Director)	Member
3.	Sandeep Kumar (Non-Executive - Independent Director)	Member

18. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

19. PREVENTION OF INSIDER TRADING:

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

20. AUDITORS & AUDITOR''S REPORT:

a. Statutory Auditor:

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

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

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

b. Secretarial Auditor:

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

c. Secretarial Audit Report

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

a) Cost Auditors:

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

b) Internal auditors

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

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

21. ANNUAL RETURN:

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

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

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

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

23. DECLARATION BY INDEPENDENT DIRECTORS

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

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

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

24. RISK MANAGEMENT POLICY:

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

25. PARTICULARS OF EMPLOYEES:

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

26. FAMILIARISATION PROGRAMMES

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

27. MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

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

28. CODE OF CONDUCT

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

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

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

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

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

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

31. WEBSITE OF THE COMPANY

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

32. SECRETARIAL STANDARDS

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

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

a. Alteration of Memorandum of Association

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

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

b. Alteration of Article of Association

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

34. CORPORATE GOVERNANCE

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

35. ACKNOWLEDGEMENTS:

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

For Vuenow Infratech Limited

(Formerly Known as Good Value Irrigation Limited)

Sd/- Sd/-

Rahul Bhargav Manjusha Rahul Bhargav

Managing Director & CFO Director

DIN: 08548577 DIN:10050639

Date: 07.09.2024 Place: Mumbai

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Dec 31, 2012

TO, THE SHAREHOLDERS

The Directors hereby present the 18th Annual Report on the business of the Company, together with the Audited Statements of Accounts for the financial year ended on 31st December 2012.

FINANCIAL HIGHLIGHTS:

CURRENT YEAR PREVIOUS YEAR (01/01/2012 TO 31/12/2012) (01/01/2011 TO 31/12/2011) Rupees Rupees

Income 2,425 3,52,145

Gross Profit/(Loss) Before (1,29,212) 15,523 Depreciation

Depreciation - -

Gross Profit/ (Loss) After (1,29,212) 15,523 Depreciation

Provision for Taxation - 2,900

Net profit / (Loss) After Tax (1,29,212) 12,623

1. DIVIDEND :

No Dividend is recommended by the Board of Directors for the year 2012.

2. ENVIRONMENT:

There is no effect on the environment from the operations of the Company.

3. STAFF AND LABOUR:

There are no employees of the Company drawing Rs. 25000/- or more per month at any time during the year.

4. DIRECTORS:

Appoint a Director in place of Yeshwant V Jambotkar who is retiring by rotation and being eligible offer himself for re-appointment.

5. DIRECTORS'' RESPONSIBILITY STATEMENT:

Statement under sub-section (2AA) of section 217 of the Companies Act, 1956:

In the preparation of the Annual Accounts:

i) The applicable accounting standards have been followed and wherever required, proper explanations relating to the material departures have been given.

ii) The directors 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 the Company at the end of the financial year and of the profit or loss of the Company for the period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The accounts have been prepared on a going concern basis.

7. PUBLIC DEPOSITS:

The Company has not invited nor renewed any Public Deposits.

8. AUDITORS :

The Auditors are to be appointed from the date of this Annual General Meeting till the conclusion of the next Annual General Meeting and their remuneration is to be fixed. The retiring Auditors M/S Niteen D. Kshirasagar & Co., CHARTERED ACCOUNTANTS, Mumbai are eligible for re-appointment.

9. CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The energy consumed in the production process is Negligible and does not offer scope for any significant conservation of energy.

TOTAL FOREIGN EXCHANGE USED AND EARNED:

Foreign Exchange used : NIL

Foreign Exchange earned : NIL

10. RESEARCH AND DEVELOPMENT:

No research has been conducted this year.

11. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments during the year.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Place: Mumbai DILIP. S. DAHANUKAR

Date: 14/01/2013 (Chairman)

---

Dec 31, 2010

The Directors hereby present the 17th Annual Report on the business of the Company, together with the Audited Statements of Accounts for the financial year ended on 31st December 2010.

FINANCIAL HIGHLIGHTS:

CURRENT YEAR PREVIOUS YEAR (01/01/2010 TO 31/12/2010) (01/01/2009 TO 31/12/2009) Rupees Rupees

INCOME 4,575 6,029

GROSS PROFIT/(LOSS) BEFORE DEPRECIATION (2,91,487) (2,59,030)

DEPRECIATION ------ ------

GROSS PROFIT/(LOSS)' AFTER

DEPRECIATION (2,91,487) (2,59,030)

PROVISION FOR

TAXATION ------ ------

NET PROFIT/(LOSS)

AFTER TAX (2,91,487) (2,59,030)

1. DIVIDEND:

No Dividend is recommended by the Board of Directors for the year 2010.

2. ENVIRONMENT:

There is no effect on the environment from the operations of the Company.

3. STAFF AND LABOUR:

There are no employees of the Company drawing Rs. 25000/- or more per month at any time during the year.

4. DIRECTORS:

Appoint a Director in place of Y. V. Jambotkar who is appointed by the Board on 12th March 2011 being eligible offer himself for re-appointment. The Board of Director place on record the appreciation of services of Shri C.P. Rele, Director of the Company who expired due to heart Attack.

5. DIRECTORS' RESPONSIBILITY STATEMENT:

Statement under sub-section (2AA) of section 217 of the Companies Act, 1956:

In the preparation of the Annual Accounts:

i) The applicable accounting standards have been followed and wherever required, proper explanations relating to the material departures have been given.

ii) The directors 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 the Company at the end of the financial year and of the profit or loss of the Company for the period.

iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The accounts have been prepared on a going concern basis.

7. PUBLIC DEPOSITS:

The Company has not invited nor renewed any Public Deposits.

8. AUDITORS :

The Auditors are to be appointed from the date of this Annual General Meeting till the conclusion of the next Annual General Meeting and their remuneration is to be fixed. The retiring Auditors M/S Niteen D. Kshirasagar & Co., CHARTERED ACCOUNTANTS, Mumbai are eligible for re-appointment.

9. CONSERVATION OF ENERGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The energy consumed in the production process is Negligible and does not offer scope for any significant conservation of energy.

TOTAL FOREIGN EXCHANGE USED AND EARNED: Foreign Exchange used : NIL

Foreign Exchange earned : NIL

10. RESEARCH AND DEVELOPMENT: No research has been conducted this year.

11. MATERIAL CHANGES AND COMMITMENTS:

There were no material changes and commitments during the year.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Place: Mumbai DILIP. S. DAHANUKAR

Date : 18/03/2011 (Chairman)