Directors Report of Vinsys IT Services India Ltd.

Mar 31, 2025

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

1. FINANCIAL SUMMARY AND HIGHLIGHTS

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

H in lakhs

2. DIVIDEND

With a view to conserve and save the resources for
future prospects of the Company, the Board of Directors
does not recommend any dividend for the Financial
Year ended on March 31,2025.

Pursuant to the provisions of Sections 124 and 125
of the Companies Act, 2013, there is no amount of
dividend remaining unclaimed / unpaid for a period of 7
(seven) years and / or unclaimed Equity Shares which
are required to be transferred to the Investor Education
and Protection Fund (IEPF).

The Company has never declared dividend since its
incorporation and hence, there is no outstanding and
unclaimed dividends.

3. TRANSFER OF RESERVES

The Board has not proposed to transfer any amount
to any Reserves. Therefore, the total amount of profit
is carried to the reserve and surplus as shown in the
Balance Sheet of the Company.

Particulars	Consolidated		Standalone
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from Operations	21,168.31	17,049.38	5,859.21	4,598.95
Other Income	278.75	112.51	327.23	179.20
Total Income	21,447.06	17,161.89	6,186.44	4,778.15
Total expenditure before tax, Interest, Depreciation and Amortisation	17,207.40	14,155.79	4,174.52	3,245.80
Profit / Loss Before Tax, Interest Depreciation and Amortisation	4,239.66	3,006.10	2,011.93	1,532.35
Less: Depreciation	381.98	288.60	289.83	248.82
Less: Interest	235.80	252.30	181.80	174.88
Profit / Loss Before Tax	3,621.88	2,465.20	1,540.30	1,108.65
Less: Tax expenses
Current Tax	573.09	294.72	363.99	246.73
Deferred Tax	44.31	(121.29)	44.54	(121.78)
Profit / (Loss) After Tax	3,004.49	2,291.77	1,131.77	983.69

UNCLAIMED DIVIDENDS

4. UTILISATION OF INITIAL PUBLIC OFFER PROCEEDS

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

Sr. No.	Original object	Original allocation	Funds utilized upto March 31, 2025
1.	To meet the working capital requirements	24.16	24.16
2.	Repayment of loan to subsidiary	3.90	3.90
3.	Loan to subsidiary	4.10	4.10
4.	General corporate purpose	12.45	8.08
5.	Issue expenses	5.23	5.23

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

5. CHANGE IN THE NATURE OF BUSINESS

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

6. EMPLOYEE STOCK OPTION SCHEME
- 2025

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

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

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

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

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

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

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

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

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

7. SHARE CAPITAL

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

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

15.00. 00.000 (Rupees Fifteen Crores Only) divided into

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

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

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

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

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

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

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

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

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

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of the Board

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

Name of the Director	Category cum Designation	Original Date of Appointment	Date of appointment at current term	Total number of directorships in other public limited companies **	No. of committees * in which in which the the Director Director is a is the Member Chairman		No. of shares held as on March 2025
Mr. Vikrant Shivajirao Patil	Chairman and Managing Director	January 11, 2008	May 14, 2023	-	1	-	34,30,000
Mrs. Vinaya Vikrant Patil	Whole Time Director	January 11, 2008	May 14, 2023	-	1	-	51,02,500
Mr. Ravindra Kisanrao Kamthe	Independent Director	March 21, 2023	March 21, 2023	-	2	1	Nil
Mr. Pradeep Maruti Nannajkar	Independent Director	March 22, 2023	March 22, 2023	-	2	1	Nil
Mr. Kaarthik Subramani Krishnamurthy ***	Independent Director	March 22, 2023	March 22, 2023				Nil
Mr. Kunal Vikrant Patil ****	Additional Non-Executive Non¬ Independent Director	April 11, 2025	April 11, 2025				7,35,000

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

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

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

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

Board Meetings

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

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

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

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

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

Name of the Director	Date of appointment	Date of cessation	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Mr. Vikrant Shivajirao Patil	January 11,2008	-	7	7
Mrs. Vinaya Vikrant Patil	January 11,2008	-	7	7
Mr. Ravindra Kisanrao Kamthe	March 21, 2023	-	7	7

Name of the Director	Date of appointment	Date of cessation	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Mr. Pradeep Maruti Nannajkar	March 22, 2023	-	7	7
Mr. Kaarthik Subramani Krishnamurthy	March 22, 2023	October 17, 2024	7	-

General Meetings

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

Sr. Type of General Meeting No.	Date of General Meeting
1. Annual General Meeting	September 18, 2024
2. Extra-Ordinary General Meeting	February 3, 2025

Disclosure by Directors

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

Independent Directors

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

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

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

Change in the Board Composition.

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

Appointment of Directors during the Financial
Year 2024-2025

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

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

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

Nil

Resignation of Directors during the Financial
Year 2024-2025

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

Retirement by rotation and subsequent
re-appointment

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

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

KEY MANAGERIAL PERSONNEL

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

1.	Mr. Vikrant Shivajirao Patil	Chairman and Managing Director
2.	Mrs. Vinaya Vikrant Patil	Whole Time Director
3.	Mrs. Saneeka	Chief
	Nikhil Dhamankar	Financial Officer
4.	Mrs. Gayatree	Company
	Neeraj Karandikar	Secretary and Compliance Officer

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

Nil

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

Nil

Performance evaluation

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

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

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

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

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

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

9. CHANGE IN REGISTERED OFFICE

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

10. DIRECTORS’ RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

11. A STATEMENT ON DECLARATION BY
INDEPENDENT DIRECTORS

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

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

12. COMMITTEES OF THE BOARD

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

A. Audit Committee

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

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

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

Member Director	DIN	Category	Designation	No. of meetings during the Financial Year 2024-2025
				Eligible to attend	Attended
Mr. Ravindra Kisanrao Kamthe	10083340	Non-executive Independent Director	Chairperson	4	4
Mr. Pradeep Maruti Nannajkar	10083992	Non-executive Independent Director	Member	4	4
Mrs. Vinaya Vikrant Patil	00325458	Whole Time Director	Member	4	4

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

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

Vigil Mechanism / Whistle Blower Policy

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

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

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

B. Nomination and Remuneration Committee

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

The Company Secretary acts as a Secretary of
the Committee.

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

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

Member Director	DIN	Category	Designation	No. of meetings during the Financial Year 2024-2025
				Eligible to attend	Attended
Mr. Pradeep Maruti Nannajkar	10083992	Non-executive Independent Director	Chairperson	3	3
Mr. Ravindra Kisanrao Kamthe	10083340	Non-executive Independent Director	Member	3	3
Mr. Vikrant Shivajirao Patil	00325383	Chairman and Managing Director	Member	3	3

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

Nomination and Remuneration Policy

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

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

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

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

C. Stakeholders’ Relationship Committee

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

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

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

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

Member Director	DIN	Category	Designation	No. of meetings during the Financial Year 2024-2025
				Eligible to attend	Attended
Mr. Pradeep Maruti Nannajkar	10083992	Non-executive Independent Director	Chairperson	4	4
Mr. Ravindra Kisanrao Kamthe	10083340	Non-executive Independent Director	Member	4	4
Mr. Vikrant Shivajirao Patil	00325383	Chairman and Managing Director	Member	4	4

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

13. PUBLIC DEPOSITS

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

14. PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITY

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

15. ANNUAL RETURN

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

16. TRANSACTIONS WITH RELATED PARTIES

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

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

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

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

17. MATERIAL CHANGESANDCOMMITMENTS

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

18. PARTICULARS OF EMPLOYEES

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

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

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

19. INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

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

Name of the Company	CIN	1 % of holding	I Category
Vikvins Consultants Private Limited	U74140PN2003PTC018283	99% voting power	Subsidiary Company
Vinsys International Limited (Dubai)	NA	100	Subsidiary Company
Vinsys IT Services LLC (Dubai)	NA	100	Subsidiary Company
Vinsys IT Services LLC (Qatar)	NA	100	Subsidiary Company
Vinsys Information Technology Consultancy LLC (Abu Dhabi)	NA	100	Subsidiary Company
Vinsys Information Technology Consultancy (Dubai)	NA	100	Subsidiary Company

Name of the Company	CIN	1 % of holding	I Category
Vinsys Arabia Information Technology Company (Kingdom of Saudi Arabia)	NA	100	Subsidiary Company
Vinsys Corporation (USA)	NA	100	Subsidiary Company

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

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

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

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

Following step-down subsidiaries are yest to
commence operations:

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

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

21. SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

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

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

Number of complaints received: 0

Number of complaints disposed of: 0

Number of complaints pending more than 90 days: 0

COMPLIANCE OF THE PROVISIONS RELATING
TO THE MATERNITY BENEFIT ACT, 1961:

The Company hereby declares that it has duly complied
with all applicable provisions of the Maternity Benefit
Act, 1961, (the Act), during the Financial Year 2024-25.
All eligible women employees have been accorded the
statutory benefits as prescribed under the Act, including
but not limited to paid maternity leave, continuity of
salary and employment during the period of such leave
and post-maternity support measures such as nursing
breaks and flexible return-to-work arrangements,
wherever applicable. The Company reaffirms its
commitment to maintaining an inclusive and supportive
work environment that safeguards the rights and welfare
of its women employees, in consonance with the letter
and spirit of the applicable laws.

It is further declared that during the Financial Year 2024¬
25, four women employees of the Company applied
for and availed herself of maternity leave and claimed
benefits under the Act.

CODE OF CONDUCT FOR PREVENTION OF
INSIDER TRADING

The Company has adopted the Code of Conduct
for Regulating, Monitoring and Reporting of Trading
by Designated Persons and Immediate Relatives
of Designated Persons of the Company, under the
SEBI (Prohibition of Insider Trading) Regulations,
2015. The Code inter-alia lays down the procedures
to be followed by designated persons while trading /
dealing in Company''s shares and sharing Unpublished
Price Sensitive Information (UPSI). The Code covers
Company''s obligation to maintain a digital database,
mechanism for prevention of insider trading and
handling of UPSI and the process to familiarize with the
sensitivity of UPSI. Further, it also includes Code for
Practices and Procedures for Fair Disclosure of UPSI,
which has been available on the Company''s website at
https://www.vinsys.com/investor#policies.

22. RISK MANAGEMENT

A well-defined risk management mechanism covering
the risk mapping and trend analysis, risk exposure,
potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the
impact of risks identified and taking advance actions
to mitigate it. The mechanism works on the principles
of probability of occurrence and impact, if triggered.
A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and
non-business risks.

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

CONSERVATION OF ENERGY

i) Steps taken / impact on conservation of energy:

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

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

Nil

iii) Capital investment on energy conservation
equipments:

NIL

TECHNOLOGY ABSORPTION

i) The efforts made towards technology
absorption:

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

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

Not Applicable

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

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been
fully absorbed: None

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

THE EXPENDITURES INCURRED ON
RESEARCH AND DEVELOPMENT: NIL

FOREIGN EXCHANGE EARNINGS AND
OUTGO

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

Foreign exchange earnings	1,985.10 lakhs
Foreign exchange outgo	455.17 lakhs

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

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

25. INTERNAL FINANCIAL CONTROL
SYSTEMS AND THEIR ADEQUACY

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

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

26. CORPORATE GOVERNANCE

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

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

27. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

28. MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

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

29. STATUTORY AUDITOR AND THEIR
REPORT

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

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

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

30. REPORTING OF FRAUD

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

31. SECRETARIAL AUDITOR AND THEIR
REPORT

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

Observations of the Secretarial Auditor

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

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

Management response

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

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

32. INTERNAL AUDITOR

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

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

33. MAINTENANCE OF COST RECORD

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

34. SIGNIFICANT / MATERIAL ORDERS
PASSED BY THE REGULATORS

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

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

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

36. WEBSITE

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

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

37. GENERAL DISCLOSURE

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

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

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

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

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

APPRECIATIONSANDACKNOWLEDGEMENTS

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

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

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

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

CTS No. 458A, Tejas Housing Society CIN L72200PN2008PLC131274

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

Vikrant Patil Vinaya Patil

Place: Pune Chairman and Managing Director Whole Time Director

Date: 04.09.2025 DIN 00325383 DIN 00325458

---

Mar 31, 2024

The Board of Directors is pleased to present the Annual Report along with the Audited Financial Statements (Consolidated and Standalone) of the Company for the Financial Year ended March 31,2024.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The Company''s financial performance (Standalone and Consolidated) for the year ended March 31, 2024, is summarised below:

(Rs. in lakhs)

Particulars	Consolidated		Standalone
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from Operations	17,049.38	9,485.02	4,598.95	4,140.62
Other Income	112.51	147.25	179.20	46.77
Total Income	17,161.89	9,632.27	4,778.15	4,187.39
Total expenditure before tax, Interest Depreciation and Amortisation	14,155.79	7,591.45	3,245.80	3,126.77
Profit / Loss Before Tax, Interest Depreciation and Amortisation	3,006.10	2,040.82	1,532.35	1,060.62
Less: Depreciation	288.60	98.44	248.82	85.85
Less: Interest	252.30	199.02	174.88	167.75
Profit / Loss Before Tax	2,465.20	1,743.37	1,108.65	807.02
Less: Tax expenses	173.43	241.98	124.95	224.37
Current Tax	294.72	232.41	246.73	214.80
Deferred Tax	(121.29)	9.57	(121.78)	9.57
Profit / (Loss) after tax	2,291.77	1,501.39	983.70	582.65

2. DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, the Board of Directors does not recommend any dividend for the Financial Year ended on March 31,2024.

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, there is no amount of dividend remaining unclaimed / unpaid for a period of 7 (seven) years and / or unclaimed Equity Shares which are required to be transferred to the Investor Education and Protection Fund (IEPF).

3. TRANSFER OF RESERVES

The Board has not proposed to transfer any amount to any Reserves. Therefore, total amount of profit is carried to the reserve and surplus as shown in the Balance Sheet of the Company. However, Rs. 73.71 Lakhs has been apportioned towards prior period items from Surplus.

4. COMPANY BACKGROUND

Our Company was incorporated under the provisions of the Companies Act, 2013 on January 11, 2008 in

the name of Vinsys IT Services India Private Limited and received a certificate of incorporation from the Registrar of Companies, Maharashtra, Pune. Later our Company was converted into a Public Limited Company pursuant to shareholders resolution passed at Extra-ordinary General Meeting of our Company held on May 10, 2023 and consequently and the name of our Company was changed to “Vinsys IT Services India Limited”. A fresh Certificate of Incorporation consequent upon Conversion from Private Limited Company to Public Limited Company dated May 12, 2023. was issued by the Registrar of Companies, Pune. The Corporate Identification Number of our Company is L72200PN2008PLC131274.

5. INITIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

The Board of Directors had, in its meeting held on 14 May, 2023, proposed the Initial Public Offer (IPO) not exceeding 38,94,000 equity shares at such price as may be decided by the Board of Directors in consultation with the Merchant Banker. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-Ordinary General Meeting held on May 15, 2023.

Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed Beeline Capital Advisors Private Limited as Lead Manager and Link Intime India Private Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue. The Company applied to National Stock Exchange of India Limited (“NSE”) for in-principle approval for listing its equity shares on the Emerge Platform of the NSE. National Stock Exchange of India Limited has, vide its letter dated July 14, 2023, granted it''s In-Principle Approval to the Company.

The Company had filed Prospectus to the Registrar of the Companies, Pune on August 8, 2023. The Public Issue was opened on Tuesday, August 1, 2023

and closed on Friday, August 4, 2023. The Basis of Allotment was finalized by Company, Registrar to the issue and Merchant Banker in consultation with the NSE on August 8, 2023 and allotment was made on August 9, 2023. The Company has applied for listing of its total equity shares to NSE and it has granted its approval vide its letter dated August 10, 2023. The trading of equity shares of the Company commenced on August 11,2023 at Emerge Platform of NSE.

The Equity Shares of the Company are listed on the Emerge Platform of NSE. The Company confirms that the annual listing fees to the stock exchange for the Financial Year 2023-2024 have been paid.

Utilisation of IPO proceeds

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

(Rs. in lakhs)

Sr. No. 1.	Original object	Original allocation	Funds utilized upto 31-Mar-24 17.42
	To meet the working capital requirements	24.16
2.	Repayment of loan to subsidiary	3.90	3.90
3.	Loan to subsidiary	4.10	4.10
4.	General corporate purpose	12.45	5.56
5.	Issue expenses	5.23	5.23
	Total	49.84	36.21

Further, there is no deviation / variation in the utilization of gross proceeds raised through IPO.

6. CHANGE IN THE NATURE OF BUSINESS

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

7. SHARE CAPITAL

During the year under review, there were no changes in the Authorised Share Capital of the Company . Further, the following changes were made in the Paid-up Share Capital of the Company:

The Board of Directors in their meeting held on May 6, 2023 considered and approved the allotment of 7,83,927 equity shares of Rs. 10 each at a price of Rs.126 per equity share (including premium of Rs. 116 each) on preferential basis to Non-Promoter / public category.

Pursuant to the Initial Public Offer of Equity Shares by the Company, the Board of Directors, in their meeting held on August 9, 2023, has allotted a total of 38,94,000 Equity Shares Rs. 10 each at price of Rs. 128 per Equity

Share (Including a share premium of Rs. 118 per equity share) to the successful allottees, whose list have been finalized by the Company, the Registrar to the issue and merchant banker in consultation with National Stock Exchange of India Limited.

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

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

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of the Board

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

Name of the Director	Category cum Designation	Date of appointment at current term	Total number of directorship in other companies **	No. of committees * in which in which the the Director Director is is a a Member Chairman		No. of shares held as on March 31,2024
Mr. Vikrant Patil	Chairman and Managing Director	May 14, 2023	-	1	-	34,30,000
Mrs. Vinaya Patil	Whole Time Director	May 14, 2023	-	1	-	51,00,000
Mr. Ravindra Kamthe	Independent Director	March 21,2023	-	2	1	Nil
Mr. Pradeep Nannajkar	Independent Director	March 22, 2023	-	2	1	Nil
Mr. Kaarthik Subramani Krishnamurthy	Independent Director	March 22, 2023				Nil

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

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

Board Meetings

The Board of the Company regularly meets to discuss various Business opportunities. Additional Board

meetings are convened, as and when required to discuss and decide on various business policies, strategies and other businesses.

During the year under review, 16 (sixteen) Board Meetings were convened and held on April 5, 2023, May 5, 2023, May 6, 2023, May 14, 2023, May 17, 2023, May 27, 2023, May 29, 2023, June 27, 2023, July 19, 2023, July 31,2023, August 9, 2023, September 18, 2023, October 26, 2023, November 10, 2023, December 12, 2023 and March 19, 2024.

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

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

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

Name of the Director	Date of appointment	Date of cessation	Number of Board Meetings eligible to attend	Number of Board Meetings attended
Mr. Vikrant Patil	January 11,2008	-	16	16
Mrs. Vinaya Patil	January 11,2008	-	16	16
Mr. Ravindra Kamthe	March 21,2023	-	16	16
Mr. Pradeep Nannajkar	March 22, 2023	-	16	16
Mr. Kaarthik Subramani Krishnamurthy	March 22, 2023	-	16	1

General Meetings

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

Sr. No.	Type of General Meeting	Date of General Meeting
1.	Extra-ordinary General Meeting	May 10, 2023
2.	Extra-ordinary General Meeting	May 15, 2023
3.	Annual General Meeting	July 25, 2023

Disclosure by Directors

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

Independent Directors

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

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 Act. Further, all the Independent Directors of the Company have registered themselves in the Independent Director Data Bank.

A separate meeting of Independent Directors was held on March 19, 2024, to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

Change in the Board Composition

Changes in the Board Composition during the Financial Year 2023-2024 and up to the date of this Report is furnished below:

Appointment of Directors during the Financial Year 2023-2024

Nil

Change in designation of Directors during the Financial Year 2023-2024

1. Mr. Vikrant Patil (holding DIN 00325383) redesignated as the Chairman and Managing Director of the Company for a period of 5 years with effect from May 14, 2023, as approved by the

members in their Extra Ordinary General Meeting of the Company held on May 15, 2023.

2. Mrs. Vinaya Patil (holding DIN 00325458) redesignated as the Whole Time Director of the Company for a period of 5 years with effect from May 14, 2023, as approved by the members in their Extra Ordinary General Meeting of the Company held on May 15, 2023.

Resignation of Directors during the Financial

Year 2023-2024

Nil

Retirement by rotation and subsequent reappointment

1. Mr. Vikrant Patil (DIN: 00325383), Chairman and Managing Director, is liable to retire by rotation at the ensuing Annual General Meeting, pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and being eligible have offered himself for re-appointment.

The Company has received the requisite disclosures / declarations from Mr. Vikrant Patil.

The brief resume and other details relating to the Directors who is proposed to be re-appointed, form part of the Statement setting out material facts annexed to the Notice of the Annual General Meeting.

The resolution seeking approval of the members for re-appointment of the aforesaid Director has been incorporated in the Notice of the forthcoming Annual General Meeting of the Company.

Regularization of Directors

1. Mr. Ravindra Kamthe (holding DIN 10083340), Additional Director of the Company, was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company held on May 15, 2023, for a period of five years up to March 20, 2028, not liable to retire by rotation.

2. Mr. Pradeep Nannajkar (holding DIN 10083992), Additional Director of the Company, was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company held on May 15, 2023, for a period of five years up to March 21, 2028 not liable to retire by rotation.

3. Mr. Kaarthik Subramani Krishnamurthy (holding DIN 10084012) Additional Director of the Company, was appointed as an Independent Director in the Extra Ordinary General Meeting of the Company

held on May 15, 2023 for a period of five years up to March 21,2028 not liable to retire by rotation.

Appointment of Key Managerial Personnel during the Financial Year 2023-2024

1. Mr. Vikrant Patil was appointed as a Chairman and Managing Director of the Company for a period of 5 years with effect from May 14, 2023.

2. Mrs. Vinaya Patil was appointed as a Whole Time Director of the Company for a period of five years with effect from May 14, 2023.

3. Mrs. Gayatree Karandikar was appointed as Company Secretary and Compliance Officer of the Company with effect from May 5, 2023.

4. Mr. Nilesh Deshpande was appointed as Chief Financial Officer of the Company with effect from May 14, 2023.

5. Mrs. Saneeka Dhamankar was appointed as Chief Financial Officer of the Company with effect from September 19, 2023.

Resignation of Key Managerial Personnel during the Financial Year 2023-2024

1. Mr. Nilesh Deshpande stepped down from the position of Chief Financial Officer and Key Managerial Personnel of the Company with effect from close of working hours of September 18, 2023 due to some personal reasons and continued to be an employee of the Company.

Performance evaluation

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

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

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

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

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

9. CHANGE IN REGISTERED OFFICE

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

10. DIRECTORS’ RESPONSIBILITY STATEMENT

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

a) in preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and that no material departures have been made from the same;

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

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

d) the Directors had prepared the annual accounts for the year ended March 31, 2024, on going concern basis.

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

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

11. COMMITTEES OF THE BOARD

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

A. Audit Committee

The Board of Directors in their meeting held on May 17, 2023, constituted the Audit Committee of the Board of Directors of the Company.

The Audit Committee comprises of 2 Non-Executive Directors and 1 Executive Director, out of which 2 are Independent Directors. The composition of the Audit Committee is in conformity with the provisions of the Companies Act, 2013.

During the year under review, 2 (two) meetings of the Committee were held on September 18, 2023 and, November 10, 2023.

The composition of the Committee and attendance at its meetings as at March 31,2024, are given below:

Member Director	DIN	Category	Designation	No. of meetings during the Financial Year 2023-2024
				Eligible to attend	Attended
Mr. Ravindra Kamthe	10083340	Non-Executive Independent Director	Chairperson	2		2
Mr. Pradeep Nannajkar	10083992	Non-Executive Independent Director	Member	2		2
Mrs. Vinaya Patil	00325458	Whole Time Director	Member	2		2

The Company Secretary acts as the Secretary to the Audit Committee. The Executive Directors and the Chief Financial Officer attend the Audit Committee Meetings. The representatives of the Internal Auditors, Statutory Auditors and Business Unit / Operation Heads whenever required are invited to the Audit Committee meetings.

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

Vigil Mechanism / Whistle Blower Policy

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

(UPSI), by any person, who is in possession of UPSI, to any other person in any manner whatsoever, except as otherwise permitted under the SEBI (Prohibition of Insider Trading) Regulations, 2015, or any other instance to the Chairman of the Audit Committee of the Board of Directors of the Company. The Policy is placed on the Company''s website, viz., www.vinsys.com.

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

B. Nomination and Remuneration Committee

The Board of Directors in their meeting held on May 17, 2023, constituted the Nomination and Remuneration Committee of the Board of Directors of the Company.

The Nomination and Remuneration Committee comprises of 3 Directors. Out of that 2 are Independent Directors. The Company Secretary acts as Secretary to the Committee. During the year under review, 2 (two) meeting of the Committee was held on May 27, 2023, September 18, 2023 and March 19, 2024.

The composition of the Committee and attendance at its meetings as at March 31,2024, are given below:

Member Director	DIN	Category	Designation	No. of meetings during the Financial Year 2023-2024
				Eligible to attend	Attended
Mr. Pradeep Nannajkar	10083992	Non-Executive Independent Director	Chairperson	3		3
Mr. Ravindra Kamthe	10083340	Non-Executive Independent Director	Member	3		3
Mr. Vikrant Patil	00325383	Chairman and Managing Director	Member	3		3

Nomination and Remuneration Policy

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

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

Remuneration of Director

The details of remuneration paid during the Financial Year 2023-2024 to the Directors of the Company is provided in Form MGT-7.

C. Stakeholders’ Relationship Committee

The Board of Directors in their meeting held on May 17, 2023, constituted the Stakeholders'' Relationship Committee of the Board of Directors of the Company.

The Stakeholders'' Relationship Committee comprises of 3 Directors. Out of that 2 are Independent Directors. The Company Secretary acts as Secretary to the Committee.

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

During the year under review, 2 (two)

meeting of the Committee was held on

November 10, 2023 and March 19, 2024.

The composition of the Committee and attendance at its meetings as at March 31,2024, are given below:

Member Director	DIN	Category	Designation	No. of meetings during the Financial Year 2023-2024
				Eligible to attend	Attended
Mr. Pradeep Nannajkar	10083992	Non-Executive Independent Director	Chairperson	2		2
Mr. Ravindra Kamthe	10083340	Non-Executive Independent Director	Member	2		2
Mr. Vikrant Patil	00325383	Chairman and Managing Director	Member	2		2

During the year the Company has received 13 complaints. There was no complaint pending as on March 31,2024.

12. PUBLIC DEPOSITS

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

13. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITY

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

14. ANNUAL RETURN

Pursuant to the provisions of Section 92 (3) read with Section 134 (3) (a) of the Companies Act, 2013, the Annual Return as on March 31, 2024, is available on the Company''s website on www.vinsys.com.

15. TRANSACTIONS WITH RELATED PARTIES

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

Further, prior omnibus approval of the Audit Committee is obtained on yearly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were placed before the Audit Committee and the Board of Directors for their approval on quarterly basis. The details of the related party transactions for the financial year 2023-2024 is given in notes of the financial statements which is part of Annual Report.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company at https://www.vinsys.com/investor#policies.

16. MATERIAL CHANGES AND

COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company, have occurred between the ends of financial year of the Company i.e. March 31,2024, to the date of this Report.

17. PARTICULARS OF EMPLOYEES

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

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

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

18. INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As on March 31, 2024, the Company has the following subsidiaries:

Name of the Company	CIN	Date of cessation	Category
Vikvins Consultants Private Limited	U74140PN2003PTC018283	99% voting power	Subsidiary Company
Vinsys International Limited (Dubai)	NA	100	Subsidiary Company
Vinsys IT Services LLC (Dubai)	NA	100	Subsidiary Company
Vinsys IT Services LLC (Qatar)	NA	100	Subsidiary Company
Vinsys Information Technology Consultancy LLC (Abu Dhabi)	NA	100	Subsidiary Company
Vinsys Information Technology Consultancy (Dubai)	NA	100	Subsidiary Company
Vinsys Arabia Information Technology Company (Kingdom of Saudi Arabia)	NA	100	Subsidiary Company
Vinsys Corporation (USA)	NA	100	Subsidiary Company

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

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

Further, the Company does not have any Associate Companies and Joint Ventures as on March 31, 2024.

19. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment free from harassment of any nature we have framed the Prevention of Sexual Harassment Policy through which we address complaints of sexual harassment at all workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. Further, 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.

During the year under review, the Company has received NIL complaints on sexual harassment, and Nil complaints remained pending as of March 31,2024

20. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered.

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

CONSERVATION OF ENERGY

i) Steps taken / impact on conservation of energy:

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

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

Nil

iii) Capital investment on energy conservation equipments:

Nil

TECHNOLOGY ABSORPTION

i) The efforts made towards technology absorption:

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

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

Not Applicable

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

There is no import of technology during last three years. Hence information as required to be provided under rule 9.8 (3) (B) (iii) of Companies (Accounts) Rules, 2014, is Nil.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Details of foreign exchange earnings and / or outgo during the year 2023-2024, are follows:

Foreign exchange earnings	Rs. 739.81 lakhs
Foreign exchange outgo	Rs. 29.81 lakhs

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

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

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

24. CORPORATE GOVERNANCE

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

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

25. CORPORATE SOCIAL RESPONSIBILITY

As per the Audited Financial Statements as on March 31,2024, the net profit of the Company (profit as per Section 198 of Companies Act, 2013) is exceeding Rs. 5 Crores. As per Section 135 (9) of the Companies Act, 2013, where the amount to be spent by a company under Sub-Section (5) does not exceed fifty lakh rupees, the requirement under Sub-Section (1) for constitution of the Corporate Social Responsibility (CSR) Committee shall not be applicable and the functions of such Committee provided under this section shall, in

such cases, be discharged by the Board of Directors of such company. Therefore, Company doesn''t require constituting CSR Committee.

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility) Rules, 2014, the Company has framed a policy on Corporate Social Responsibility. As part of its initiatives under CSR, the Company has identified various projects / activities in accordance with Schedule VII of the Companies Act, 2013.

The details of CSR activities undertaken during the Financial Year 2023-24, as required under Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014, are annexed as “Annexure-C” and forms part of this Report.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

27. STATUTORY AUDITOR AND THEIR REPORT

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

The Notes to the Financial Statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report is enclosed with the Financial Statements in this Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.

28. REPORTING OF FRAUD

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

29. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/S. SCS and Co. LLP is appointed as a Secretarial Auditor of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year 2023-24 is annexed to this report as an “Annexure - E”.

Observation of the Secretarial Auditor

Delay by Company in entering majority of UPSI Sharing Entries in software (Structured Digital Database).

Management response

The Company was in process of taking software of SDD post listing. This caused delay in capturing of entries in SDD software. However, the management had made necessary arrangements in this regard and ensured that such delays not happens in future.

30. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of Companies Act 2013, the Company had appointed A S Gholkar & Co., Chartered Accountants (Firm Registration No. 124138W), as an Internal Auditor of the Company for the Finacial year 2023-24.

The Internal Audit Finding/s and Report/s submitted by the said Internal Auditors, during the financial year, to the Audit Committee and Board of Directors of the Company, do not contain any adverse remarks and qualifications hence do not call for any further explanation/s by the Company.

31. MAINTENANCE OF COST RECORD

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

32. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

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

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

During the Financial Year 2023-24, there was no application made and proceeding initiated / pending under the Insolvency and Bankruptcy Code, 2016, by any Financial and / or Operational Creditors against your Company. As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

34. WEBSITE

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

The website of the Company contains information like Policies, Shareholding Pattern, Financial and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

35. GENERAL DISCLOSURE

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

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

i) Issue of Equity Shares with differential rights as to dividend, voting or otherwise;

ii) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and ESOS;

iii) There is no revision in the Board Report or Financial Statement;

iv) The 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 there of.

APPRECIATIONS AND ACKNOWLEDGEMENTS

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

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

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

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

CTS No. 458A, Tejas Housing Society CIN L72200PN2008PLC131274

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

Sd/- Sd/-

Vikrant Patil Vinaya Patil

Place: Pune Chairman and Managing Director Whole Time Director

Date: 20.08.2024 DIN 00325383 DIN 00325458