Directors Report of Vivo Collaboration Solutions Ltd.

Mar 31, 2025

Your directors have the pleasure of presenting the 14 ^th Annual Report of the Company on the business and operations of the Company, together with an Audited Statement of Accounts for the year ended March 31, 2025.

FINANCIAL RESULTS

The Company’s performance during the financial year ended March 31, 2025, as compared to the previous financial year is summarized as below:

(Amount in Lakhs.)
PARTICULARS	2024-25	2023-24
Revenue
Revenue from operations	259.96	518.43
Other Income	320.22	160.24
Total Income	580.19	678.67
Expenditure
Cost of Raw Material Consumed	-	-
Purchase of Services	192.2	281.14
Change in Inventories	-	-
Employee Benefit Expenses	429.24	379.63
Finance Cost	0.75	0.97
Depreciation	10.27	9.93
Other Expenses	74.76	74.09
Total Expenses	707.22	745.78

Profit Before Tax	(127.03)	(67.11)
Less: Tax	(0.50)	(0.21)
Net Profit	(126.53)	(66.89)

NATURE OF BUSINESS

The Company was engaged in the business of providing platforms for enterprise voice and integration with video cloud to global telecom service providers. Since the business became unviable it has been closed effective March 31^st 2025.

The main objects of our Company is given below:

1. To carry on the business of all kinds in the area of Information Technology enabled business process outsourcing including products like call centers, training institute, content development, data processing, design services, geographic information system services, legal database, remote maintenance, payroll accounting support center, back office operations support centers & website services, and to act as software designer, collaboration & telecom space software, developers, implementers, consultants, system integrators trainers, technologists and providers of software solution & products.

2. To carry on the business of design, develop, rental, software selling, distribution, dealership, trading, importers, exporters and dealers in all kinds of computer, software, hardware, computer peripherals, audio visual presentation, electronic publishing.

3. To run training institute in the computer system, programming, operation and system analysis, operational research, data entry and processing and to hold seminars, courses, business conferences in the information technologies and computers.

4. To act as agents, sub agents, dealers, distributors, traders, importers, exporters of all kinds of software & hardware and technology related services.

5. To design, develop, own, maintain and operate websites, E-Commerce solution and provide all kinds of services on the internet.

There is major change in the nature of the business of the Company during the year under review. We are now focusing on becoming an original design house in power electronics and related field.

FINANCIAL PERFORMANCE REVIEW

The year was a very challenging year when we had to take decision to close the existing business. The new platform being developed also did not take off as domain expertise was lacking and it was not available to design the required product. As mentioned last year to navigate this business challenge, your management has decided to invest in R&D for newer domains like the design of power controllers to be used in EV chargers and related fields. We shall be investing in resources to design the controllers which control the electrical devices. Accordingly, the teams shall be resourced for manpower,

equipment’s and alliances. This is an upcoming new growth stream in power efficiency of electrical devices and holds a promising future.

The Company’s total revenue stood at Rs. 259.96 Lakhs as of 31^st March 2025 as compared to Rs. 518.43 Lakhs as of 31^st March 2024.

FUTURE PROSPECTS

The company has discontinued its voice platform as business has become financially unviable. The company is actively engaged in developing resources for designing complete technology suites for EV chargers and shall be ready with some product prototype soon during next financial year. The company is very hopeful of success in coming years and shall be able to generate revenues from the newer streams of business. Your company shall now focus on being an original design house in power electronics and shall work closely in alliance with EV industry and other related industries like solar invertors to design fast chargers and invertors to replace foreign designed EV chargers and invertors Your company has already registered a brand name TurboLatch for the same.

RESERVES & SURPLUS

The Company’s Reserve & Surplus in the year 2024-25 is Rs. 1032.05 Lakhs as compared to the previous year it was Rs. 1158.59 Lakhs.

No Profit was transferred to reserves.

DIVIDEND

The Board of Directors has not recommended any dividend on the Share Capital of the Company for the period ended 31st March 2025 considering the current cash flow position of the Company and future funds requirement for growth of business.

DEPOSITS

During the year under review, your Company has not accepted any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.

LISTING ON STOCK EXCHANGES

Your Company is listed in NSE Limited (SME Platform).

The Company was listed on NSE Limited (SME Platform) vide NSE Notice no. NSE/LIST / 1472 dated December 30, 2021, effective from December 31, 2021.

CASH FLOW STATEMENT:

In conformity with the provisions of Regulation 34(2)(C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act the Cash flow Statement for the year ended 31.03.2025 is forming a part of Annual Report.

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

The company has discontinued its voice platform as business had become financially unviable.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions of the Company with Related Parties are in the ordinary course of business and at arm’s length. Information about the transactions with Related Parties is given in the Corporate Governance Report which forms a part of this Annual Report.

Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act, 2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is given as Annexure- I to this Directors’ Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments as on 31st March 2025 are given in the Notes to the financial statement.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARE

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any employee stock option scheme and employee stock purchase scheme and hence no information as provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits) Regulations, 2014, has been furnished.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY EMPLOYEES

There are no shares held by trustees for the benefit of employees therefore, no disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors

As on 31st March 2025, your Board comprises of 05 Directors which includes 01 Managing Director, 01 Non- Executive Director, 01 Executive Director, and 02 Independent Directors.

In terms of the provisions Section 152 of the Companies Act, 2013 read with the Articles of Association of the Company, Mrs. Sonia Mittal, Director of the Company is liable to retire by rotation at the ensuing 14^th Annual General Meeting and being eligible offered her-self for reappointment.

Declarations By Independent Directors

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Raveesh Kanaujia, and Mr. Dinesh Kumar Goel are the Independent Directors of the Company as of date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that 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 judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are people of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management.

Key Managerial Personnel

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

• Mr. Sanjay Mittal	- Chairman and Managing Director
• Mr. Pardeep Singh	- Chief Financial Officer
• Mrs. Reeta	- Company Secretary & Compliance Officer

POLICY ON DIRECTORS'' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy on appointment of Board members including criteria for determining qualifications, positive attributes, independence of a Director and the Policy on remuneration of Directors, KMP and other employees is forming a part of Corporate Governance Report.

No remuneration is being paid to the directors.

NUMBER OF MEETINGS OF BOARD AND COMMITTEE OF BOARD OF DIRECTORS MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met 4 times during the financial year ended March 31, 2025, in accordance with the provisions of the Companies Act, 2013 and rules made there-under. Directors of the Company actively participated in the meetings and contributed valuable input on the matters brought before the Board of Directors from time to time.

Additionally, during the financial year ended on January 09, 2025, the Independent Directors held a separate meeting in compliance with the requirements of Schedule IV of the Companies Act, 2013.

COMMITTEES MEETINGS

The Audit Committee met 04 times during the financial year ended March 31, 2025. The nomination and remuneration committee met 02 times during the financial year ended March 31, 2025. The Shareholders Grievances Committee met 02 times during the financial year ended March 31, 2025. Members of the Committees discussed the matter placed and contributed valuable inputs on the matters brought before.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended March 31, 2025, the Board of Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies and applied consistently and the Directors made judgments and estimates that are reasonable and prudent to give a true and fair view of the situation of the Company as on March 31, 2025, and of the profits of the Company for the year ended on that date.

3. 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.

4. The Directors has prepared annual accounts of the Company have been prepared on a going concern basis.

5. The Directors have laid down internal financial controls that have been laid down to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the head, ‘Audit Committee’ for matters relating to constitution, meetings and functions of the Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee and formulated the criteria for determining the qualification, positive attributes and independence of a Director (the Criteria). The Nomination and Remuneration Committee has recommended to the Board a policy relating to the remuneration for Directors, Key Managerial Personnel and other employees, as required under Section 178 (1) of the Companies Act, 2013.

Kindly refer section on Corporate Governance, under the head, ‘Nomination and Remuneration Committee’ for matters relating to constitution, meetings, functions of the Committee and the remuneration policy formulated by this Committee.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges, the Board, in consultation with its Nomination & Remuneration Committee, has formulated a framework containing, inter-alia, the criteria for performance evaluation of the entire Board of the Company, its Committees and Individual Directors, including Independent Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance.

The performance evaluation of all the Independent Directors has been done by the entire Board, excluding the Director being evaluated. Based on performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company is not required to constitute the corporate social responsibility committee pursuant to section 135 of the Companies Act, 2013. Therefore, your Company was not required to adopt the Corporate Social Responsibility Policy.

OTHER BOARD COMMITTEES

For details of other board committees viz. Shareholders/ Investors Grievance Committee, kindly refer to the section on Corporate Governance.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud but is also used as a corporate governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at www.vivo.ooo. RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy which aims at enhancing shareholders’ value and providing an optimum risk reward thereof. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 RELATION TO THE CONSTITUTION OF INTERNAL COMPLAINT COMMITTEE.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and redressal of complaints of sexual harassment at workplace. There is an Internal Complaint Committee in the Company.

SECRETARIAL STANDARDS

Your Company is following the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (“ICSI”) as may be amended from time to time.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls related to financial statements. During the year, such controls were tested, and no reportable material weaknesses were observed for inefficiency or inadequacy of such controls. Some of the controls are outlined below:

• The Company has adopted accounting policies, which are in line with the Accounting Standards and other applicable provisions of the Companies Act, 2013.

• Changes in the polices, if any, are approved by the Audit Committee in consultation with the Auditors.

• In preparing the financial statement, judgment and estimates have been made based on sound policies. The basis of such judgments and estimates are approved by the Auditors and the Audit Committee.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Your directors appreciate the significant contribution made by the employees to the operations of your Company during the period.

The information required on particulars of employees as per Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in a separate Annexure- II to this Directors’ Report.

As per the provisions contained in the proviso to Section 136(1) of the Companies Act, 2013, some of the aforesaid particulars are not being sent as a part of this Annual Report. Any Member interested in obtaining a copy of the same may write to the Company Secretary at the registered office of the Company.

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

To prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at workplace of any women employee.

The Company has not received any complaint of harassment till date.

ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, a draft annual return in MGT 7 is placed on website of the Company and a link of the website where Annual Return is placed is https: / /www.vivo.ooo/investor.html

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

(Amount in Lakhs)

Foreign Exchange Inflow: 225.49/-Foreign Exchange Outflow: NIL

CORPORATE GOVERNANCE

A report on Corporate Governance and the certificate from the Secretarial Auditor regarding compliance with the conditions of Corporate Governance have been furnished in the Annual Report and form a part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the Annual Report and forms a part of the Annual Report.

AUDITORSSTATUTORY AUDITORS

M/s. Gaur & Associates, Chartered Accountants, the Statutory Auditors of the Company, were appointed as Statutory Auditor of Company in 11^th AGM.

The Audit Report given by M/s Gaur & Associates for the Financial Year 2024-25, forming part of this Annual Report.

The Reports of Statutory Auditor do not contain any qualification, reservation or adverse remarks. During the year the Statutory Auditors have not reported any matter under Section 143 (12), therefore no detail is required to be disclosed under the applicable provisions of the Act.

SECRETARIAL AUDITOR

As required under provisions of Section 204 of the Companies Act, 2013, the report in respect of the Secretarial Audit carried out by M/s Dabas S & Co., Company Secretaries in Form MR-3 for the F.Y. 2024-25 is attached as Annexure- III’ which forms part of this Report.

INTERNAL AUDITORS

Mr. Vikash Bansal, Chartered Accountant, performed the duties of internal auditors of the Company during F.Y. 2024-25 and their report was reviewed by the audit committee from time to time.

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors acknowledge with appreciation the co-operation and assistance received from the Government, Banks, Authorities and other Business Constituents during the year.

The Directors wish to place on record their appreciation of the contribution made by employees, customers and suppliers for the continuous support given by them to the Company at all levels during the period under report.

Your Board of Directors also takes this opportunity to convey their gratitude and sincere thanks for the co-operation & assistance received from the shareholders. The Board acknowledges your confidence and continued support and looks forward to the same in future as well.

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Mar 31, 2024

Your directors have the pleasure of presenting the Twelfth Annual Report of the
Company on the business and operations of the Company, together with an Audited
Statement of Accounts for the year ended March 31, 2024.

FINANCIAL RESULTS

The Company’s performance during the financial year ended March 31, 2024, as
compared to the previous financial year is summarized as below:

(Amount in Lakhs.)

PARTICULARS	2023-24	2022-23
Revenue
Revenue from operations	518.43	772.93
Other Income	160.24	30.20
Total Income	678.67	803.13
Expenditure
Cost of Raw Material Consumed	-	-
Purchase of Services	281.14	341.34
Change in Inventories	-	-
Employee Benefit Expenses	379.63	309.05
Finance Cost	0.97	0.73
Depreciation	9.93	10.47
Other Expenses	74.09	90.39
Total Expenses	745.78	751.98
Profit Before Tax	(67.11)	51.15

Less: Tax	(0.21)	16.29
Net Profit	(66.89)	34.86

NATURE OF BUSINESS

The Company is engaged in the business of providing platforms for enterprise voice and
integration with video cloud to global telecom service providers.

The main objects of our Company is given below:

1. To carry on the business of all kinds in the area of Information Technology enabled
business process outsourcing including products like call centers, training institute,
content development, data processing, design services, geographic information system
services, legal database, remote maintenance, payroll accounting support center, back
office operations support centers & website services, and to act as software designer,
collaboration & telecom space software, developers, implementers, consultants, system
integrators trainers, technologists and providers of software solution & products.

2. To carry on the business of design, develop, rental, software selling, distribution,
dealership, trading, importers, exporters and dealers in all kinds of computer, software,
hardware, computer peripherals, audio visual presentation, electronic publishing.

3. To run training institute in the computer system, programming, operation and
system analysis, operational research, data entry and processing and to hold seminars,
courses, business conferences in the information technologies and computers.

4. To act as agents, sub agents, dealers, distributors, traders, importers, exporters of
all kinds of software & hardware and technology related services.

5. To design, develop, own, maintain and operate websites, E-Commerce solution and
provide all kinds of services on the internet.

There was no major change in the nature of the business of the Company during the
year under review.

FINANCIAL PERFORMANCE REVIEW

We are witnessing a tectonic change in the business environment of unified
conferencing, and We believe the growth in revenues and profitability in this domain
will witness challenging times. To navigate this business challenge, your management
has decided to invest in R&D for newer domains like the design of power controllers.
We shall be investing in resources to design the controllers which control the electrical
devices. Accordingly, the teams shall be resourced for manpower, equipment’s and
alliances. This is an upcoming new growth stream in power efficiency of electrical
devices and holds a promising future.

It is envisaged that once the revenue from the newer streams are visible we shall shut
down the existing platforms and realign the resources accordingly.

The Company’s total revenue stood at Rs. 678.67 Lakhs as of 31^st March 2024 as
compared to Rs. 803.13 Lakhs as of 31^st March 2023.

FUTURE PROSPECTS

As informed last year your management has invested in R&D for the design of power
controllers for air conditioners and E.V chargers. This is an ongoing process and shall
require further investments in resources to design the controllers and the capex
associated with it. Your management is focusing on this domain for future revenues
from this domain. This is a fast-growing business opportunity, and we are trying to
design new products like motor controller to be used in Air conditioners and similar
appliances.

RESERVES & SURPLUS

The Company’s Reserve & Surplus in the year 2024 is Rs. 1158.58 Lakhs as compared
to the previous year it was Rs. 1225.48 Lakhs.

No Profit was transferred to reserves.

DIVIDEND

The Board of Directors has not recommended any dividend on the Share Capital of the
Company for the period ended 31st March 2024 considering the current cash flow
position of the Company and future funds requirement for growth of business.

DEPOSITS

During the year under review, your Company did not accept any deposits in terms of
Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposit) Rules, 2014.

LISTING ON STOCK EXCHANGES

Your Company is listed in NSE Limited (SME Platform).

The Company was listed on NSE Limited (SME Platform) vide NSE Notice no.
NSE/LIST/ 1472 dated December 30, 2021, effective from December 31, 2021.

CASH FLOW STATEMENT:

In conformity with the provisions of Regulation 34(2)(C) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and requirements of Companies Act
the Cash flow Statement for the year ended 31.03.2024 is forming a part of Annual
Report.

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

During the year there is no material changes and commitments which can affect the
financial position of the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All transactions of the Company with Related Parties are in the ordinary course of
business and at arm’s length. Information about the transactions with Related Parties
is given in the Corporate Governance Report which forms a part of this Annual Report.

Form AOC - 2 pursuant to the provisions of Section 134 (3) (h) of the Companies Act,
2013, read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is given as
Annexure- I to this Directors’ Report.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186

Loans, guarantees and investments as on 31st March 2024 are given in the Notes to
the financial statement.

DISCLOSURE RELATING TO EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has not issued any equity shares with differential rights during the year
under review and hence no information as per provisions of Rule 4(4) of the Companies
(Share Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE RELATING TO SWEAT EQUITY SHARE

The Company has not issued any sweat equity shares during the year under review
and hence no information as per provisions of Rule 8(13) of the Companies (Share
Capital and Debenture) Rules, 2014 has been furnished.

DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND
EMPLOYEE STOCK PURCHASE SCHEME

The Company has not issued any employee stock option scheme and employee stock
purchase scheme and hence no information as provisions of Rule 12(9) of the
Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee Share
Based Employee Benefits) Regulations, 2014, has been furnished.

DISCLOSURES IN RESPECT OF VOTING RIGHTS NOT DIRECTLY EXERCISED BY
EMPLOYEES

There are no shares held by trustees for the benefit of employees therefore, no
disclosure under Rule 16(4) of the Companies (Share Capital and Debentures) Rules,
2014 has been furnished.

MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

As on 31st March 2024, your Board comprises of 05 Directors which includes 01
Managing Director, 01 Non- Executive Director, 01 Executive Director, and 02
Independent Directors.

In terms of the provisions Section 152 of the Companies Act, 2013 read with the
Articles of Association of the Company, Mr. Sanjay Mittal, Director of the Company is
liable to retires by rotation at the ensuing 13^th Annual General Meeting and being
eligible offered him-self for reappointment.

Declarations By Independent Directors

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Raveesh Kanaujia,
and Mr. Dinesh Kumar Goel are the Independent Directors of the Company as of date
of this report.

All Independent Directors of the Company have given requisite declarations under
Section 149(7) of the Act, that they meet the criteria of independence as laid down
under Section 149(6) of the Act along with Rules framed thereunder, Regulation
16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the
Company as applicable to the Board of directors and Senior Managers. In terms of
Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have
confirmed that 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 judgement and without any external
influence. The Company has received confirmation from all the Independent Directors
of their registration on the Independent Directors Database maintained by the Indian
Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise
and experience and are people of high integrity and repute. They fulfill the conditions
specified in the Act as well as the Rules made thereunder and are independent of the
management.

Key Managerial Personnel

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

• Mr. Sanjay Mittal - Chairman and Managing Director

• Mr. Pardeep Singh - Chief Financial Officer

• Mrs. Reeta - Company Secretary & Compliance Officer

POLICY ON DIRECTORS'' APPOINTMENT AND POLICY ON REMUNERATION

Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the
Policy on appointment of Board members including criteria for determining
qualifications, positive attributes, independence of a Director and the Policy on
remuneration of Directors, KMP and other employees is forming a part of Corporate
Governance Report.

No remuneration is being paid to the directors.

NUMBER OF MEETINGS OF BOARD AND COMMITTEE OF BOARD OF DIRECTORS
MEETINGS OF BOARD OF DIRECTORS

The Board of Directors met 4 times during the financial year ended March 31, 2024, in
accordance with the provisions of the Companies Act, 2013 and rules made there¬
under. Directors of the Company actively participated in the meetings and contributed
valuable input on the matters brought before the Board of Directors from time to time.

Additionally, during the financial year ended January 05, 2024, the Independent
Directors held a separate meeting in compliance with the requirements of Schedule IV
of the Companies Act, 2013.

COMMITTEES MEETINGS

The Audit Committee met 04 times during the financial year ended March 31, 2024.
The nomination and remuneration committee met 02 times during the financial year
ended March 31, 2024. The Shareholders Grievances Committee met 02 times during
the financial year ended March 31, 2024. Members of the Committees discussed the
matter placed and contributed valuable inputs on the matters brought before.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited
financial statements of the Company for the year ended March 31, 2024, the Board of
Directors hereby confirms that:

1. In the preparation of the annual accounts, the applicable accounting standards
were followed along with proper explanation relating to material departures.

2. The Directors had selected such accounting policies have been selected and
applied consistently and the Directors made judgments and estimates that are
reasonable and prudent to give a true and fair view of the situation of the
Company as on March 31, 2024, and of the profits of the Company for the year
ended on that date.

3. The Directors had taken proper and sufficient care was taken 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.

4. The Directors has prepared annual accounts of the Company have been
prepared on a going concern basis.

5. The Directors have laid down internal financial controls that have been laid
down to be followed by the Company and that such internal financial controls
are adequate and were operating effectively.

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

AUDIT COMMITTEE

An Audit Committee is in existence in accordance with the provisions of Section 177 of
the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under
the head, ‘Audit Committee’ for matters relating to constitution, meetings and
functions of the Committee.

NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted a Nomination and Remuneration Committee and
formulated the criteria for determining the qualification, positive attributes and
independence of a Director (the Criteria). The Nomination and Remuneration
Committee has recommended to the Board a policy relating to the remuneration for
Directors, Key Managerial Personnel and other employees, as required under Section
178 (1) of the Companies Act, 2013.

Kindly refer section on Corporate Governance, under the head, ‘Nomination and
Remuneration Committee’ for matters relating to constitution, meetings, functions of
the Committee and the remuneration policy formulated by this Committee.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND
INDIVIDUAL DIRECTORS

Pursuant to applicable provisions of the Companies Act, 2013 and the Listing
Agreement with Stock Exchanges, the Board, in consultation with its Nomination &
Remuneration Committee, has formulated a framework containing, inter-alia, the
criteria for performance evaluation of the entire Board of the Company, its Committees
and Individual Directors, including Independent Directors.

The Nomination and Remuneration Committee has also carried out evaluation of every
Director''s performance.

The performance evaluation of all the Independent Directors has been done by the
entire Board, excluding the Director being evaluated. Based on performance evaluation
done by the Board, it shall be determined whether to extend or continue their term of
appointment, whenever the respective term expires.

The Directors expressed their satisfaction with the evaluation process.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company is not required to constitute the corporate social responsibility committee
pursuant to section 135 of the Companies Act, 2013. Therefore, your Company was not
required to adopt the Corporate Social Responsibility Policy.

OTHER BOARD COMMITTEES

For details of other board committees viz. Shareholders/ Investors Grievance
Committee, kindly refer to the section on Corporate Governance.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism, through a Whistle Blower Policy,
where Directors and employees can voice their genuine concerns or grievances about
any unethical or unacceptable business practice. A whistle-blowing mechanism not
only helps the Company in detection of fraud but is also used as a corporate
governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance
Officer or the Chairman of the Audit Committee, where necessary. The Company
ensures that genuine Whistle Blowers are accorded complete protection from any kind
of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at www.vivo.ooo.
RISK MANAGEMENT POLICY

The Board of Directors of the Company has formulated a Risk Management Policy
which aims at enhancing shareholders’ value and providing an optimum risk reward
thereof. The risk management approach is based on a clear understanding of the
variety of risks that the organization faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 RELATION TO THE
CONSTITUTION OF INTERNAL COMPLAINT COMMITTEE.

The Company has zero tolerance for sexual harassment at workplace and has adopted
a Policy on prevention, prohibition and redressal of sexual harassment at workplace in
line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace. There is an Internal
Complaint Committee in the Company.

SECRETARIAL STANDARDS

Your Company is following the Secretarial Standards on Meetings of the Board of
Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the
Institute of Company Secretaries of India (“ICSI”) as may be amended from time to
time.

INTERNAL FINANCIAL CONTROLS I

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The Company has in place adequate internal financial controls related to financial \
statements. During the year, such controls were tested, and no reportable material \
weaknesses were observed for inefficiency or inadequacy of such controls. Some of the \
controls are outlined below: j

• The Company has adopted accounting policies, which are in line with the \
Accounting Standards and other applicable provisions of the Companies Act, \

2013. |

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• Changes in the polices, if any, are approved by the Audit Committee in \

consultation with the Auditors. \

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• In preparing the financial statement, judgment and estimates have been made j

based on sound policies. The basis of such judgments and estimates are \

approved by the Auditors and the Audit Committee. \

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PARTICULARS OF EMPLOYEES AND REMUNERATION j

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Your directors appreciate the significant contribution made by the employees to the j

operations of your Company during the period. j

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The information required on particulars of employees as per Section 197(12) of the «
Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of j
Managerial Personnel) Rules, 2014, is given in a separate Annexure- II to this j

Directors’ Report. j

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As per the provisions contained in the proviso to Section 136(1) of the Companies Act, j
2013, some of the aforesaid particulars are not being sent as a part of this Annual j
Report. Any Member interested in obtaining a copy of the same may write to the j
Company Secretary at the registered office of the Company. j

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OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT j
WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL1 ACT. 2013 j

To prevent sexual harassment of women at work place a new act The Sexual j
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 |

has been notified on 9th December 2013. Under the said Act every company is required j
to set up an Internal Complaints Committee to look into complaints relating to sexual j
harassment at workplace of any women employee. I

The Company has not received any complaint of harassment till date. j

ANNUAL RETURN j

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the j
Companies (Management and Administration) Rules, 2014, a draft annual return in j
MGT 7 is placed on website of the Company and a link of the website where Annual j
Return is placed is https: / /www.vivo.ooo/investor.html i

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in
respect of conservation of energy, and technology absorption have not been furnished
considering the nature of activities undertaken by the Company during the year under
review.

(Amount in Lakhs)

Foreign Exchange Inflow: 436.06/-
Foreign Exchange Outflow: NIL

CORPORATE GOVERNANCE

A report on Corporate Governance and the certificate from the Secretarial Auditor
regarding compliance with the conditions of Corporate Governance have been furnished
in the Annual Report and form a part of the Annual Report.

MANAGEMENT AND DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis report has been separately furnished in the
Annual Report and forms a part of the Annual Report.

AUDITORS

STATUTORY AUDITORS

M/s. Gaur & Associates, Chartered Accountants, the Statutory Auditors of the
Company, were appointed as Statutory Auditor of Company in 11^th AGM.

The Audit Report given by M/s Gaur & Associates for the Financial Year 2023-24,
forming part of this Annual Report.

The Reports of Statutory Auditor do not contain any qualification, reservation or
adverse remarks. During the year the Statutory Auditors have not reported any matter
under Section 143 (12), therefore no detail is required to be disclosed under the
applicable provisions of the Act.

SECRETARIAL AUDITOR

As required under provisions of Section 204 of the Companies Act, 2013, the report in
respect of the Secretarial Audit carried out by M/s Dabas S & Co., Company
Secretaries in Form MR-3 for the F.Y. 2023-24 is attached as Annexure- III’ which
forms part of this Report.

INTERNAL AUDITORS

Mr. Vikash Bansal, Chartered Accountant, performed the duties of internal auditors of
the Company during F.Y. 2023-24 and their report was reviewed by the audit
committee from time to time.

ACKNOWLEDGEMENTS AND APPRECIATION

The Directors acknowledge with appreciation the co-operation and assistance received
from the Government, Banks, Authorities and other Business Constituents during the
year.

The Directors wish to place on record their appreciation of the contribution made by
employees, customers and suppliers for the continuous support given by them to the
Company at all levels during the period under report.

Your Board of Directors also takes this opportunity to convey their gratitude and
sincere thanks for the co-operation & assistance received from the shareholders. The
Board acknowledges your confidence and continued support and looks forward to the
same in future as well.

By Order of the Board of Directors
For, Vivo Collaboration Solutions
Limited

Date: September 01, 2024

Place: New Delhi (Sanjay Mittal)

Chairman & Managing Director
DIN: 01710260