Dear Shareholders,
Your Directors are pleased to present the 36th Annual Report of Vakrangee Limited together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.
The financial year 2025-26 was marked by steady growth, strategic expansion, and continued progress towards strengthening the Companys position as one of Indias leading last-mile rural distribution and digital service platforms. Your Company remained focused on driving financial, social and digital inclusion across underserved regions of the country while continuing to create long-term value for all stakeholders.
Your Directors sincerely thank all shareholders, customers, franchisees, banking and business partners, employees, regulators, and other stakeholders for their continued trust, confidence, and support towards the Companys journey and growth.
1. Performance of the Company
The Companys performance is summarized below:
Financial Results
(? in Lakhs)
| Particulars | Standalone 2025-2026 | Standalone 2024-2025 | Consolidated 2025-2026 | Consolidated 2024-2025 |
| Revenue from Operations | 18,264.74 | 18,206.50 | 25,476.49 | 25,500.74 |
| Other Income | 381.56 | 287.61 | 659.71 | 434.36 |
| Profit / Loss before Depreciation, Finance Costs, Exceptional items and Tax Expense | 3,333.41 | 2,769.22 | 3,426.09 | 2,793.31 |
| Less: Depreciation/Amortisation/Impairment | 1,588.59 | 1,532.47 | 1,760.11 | 1,669.69 |
| Profit/Loss before Finance Costs, Exceptional items and Tax Expense | 1,744.82 | 1,236.75 | 1,665.98 | 1,123.62 |
| Less: Finance Costs | 93.18 | 109.35 | 151.84 | 182.76 |
| Profit / Loss before Exceptional items and Tax Expense | 1,651.64 | 1,127.40 | 1,514.14 | 940.86 |
| Add/(Less): Exceptional Expense | 4.63 | - | 4.63 | - |
| Profit / Loss before Tax Expense | 1,656.27 | 1,127.40 | 1,518.77 | 940.86 |
| Less: Tax Expense (Current & Deferred) | 431.24 | 311.78 | 406.91 | 320.88 |
| Profit / Loss for the year (1) | 1,225.03 | 815.62 | 1,111.86 | 619.98 |
| Total Comprehensive Income/Loss (2) | 50.59 | (64.86) | 96.53 | 1.88 |
| Total (1+2) | 1,275.62 | 750.76 | 1,208.39 | 621.86 |
| Balance of profit /loss for earlier years | 6,174.92 | 5,899.65 | 10,201.72 | 10,101.77 |
| Less: Transfer to Reserves | - | - | - | - |
| Less: Dividend paid on Equity Shares | - | (540.34) | - | (540.34) |
| Less: Dividend Distribution Tax | - | - | - | - |
| Add: Derecognition of subsidiary | - | - | - | - |
| Less: Transfer on Demerge | - | - | - | - |
| Balance carried forward | 7,399.94 | 6,174.92 | 11,057.43 | 10,201.72 |
Overview of Companys Financial Performance
Standalone:
Consolidated:
2. State of Companys Affairs
Vakrangee Limited is one of Indias leading last-mile distribution networks for banking, financial services, ATM, e-commerce and e-governance services. Under its "Sab Kaam Ek Dukaan" positioning, the Company has built a trusted physical access network that delivers essential assisted services to underserved and underbanked markets, helping connect Bharat to the formal economy.
Vakrangee Limited continues to evolve as the "Go-To-Market Platform" for Rural India, leveraging its extensive reach and robust infrastructure across its various business verticals, including new-age Fintech and Digital platforms. The Company is steadfast in its mission to build one of Indias largest last-mile rural distribution network, integrating both physical and digital touchpoints with a PAN India presence.
Through asset-light franchise-led model, Vakrangee has created a scalable platform with deep reach across rural and semi-urban India. This physical network is being strategically leveraged to drive a richer, higher-quality product mix, with increasing focus on higher-margin non-cash banking and financial services. BharatEasy further strengthens the ecosystem by extending service access, customer engagement and transaction convenience.
Vakrangee also operates Vortex Engineering, its technology subsidiary focused on "Make in India" powering banking innovation with secure ATMs, including Perfo?. Together, these capabilities position Vakrangee as a differentiated offline distribution and service platform for institutions seeking trusted access, deeper penetration and scalable participation in Indias next phase of inclusion-led growth.
At the heart of Vakrangees purpose is a deep commitment to ensuring that every Indian citizen has access to essential financial services and the broader digital economy. Through our enhanced Vakrangee Kendra franchise model, we have bundled a comprehensive suite of modern-day services, including:
These services have enabled us to bridge the rural-urban divide, ensuring equitable access to basic services while also safeguarding the health and well-being of customers and franchisees in remote locations.
In addition, Vakrangee has its own mobile digital platform - the BharatEasy Super App, envisioned as "India ka Super App", focused on addressing the unique needs of Rural India.
This integrated Physical + Digital (Phygital) approach positions Vakrangee as a key enabler in empowering rural communities and driving inclusive growth by providing access to a wide range of essential services at the customers doorstep.
Our distribution platform is driven by the Master Franchisee and Franchisee model, a cornerstone of our business strategy, which enables us to scale efficiently while delivering a diverse range of products and services across vast geographies. We are making steady progress towards establishing our last-mile presence across all postal codes, covering every Gram Panchayat in the country.
The Master Franchisee and Franchisee model is inherently scalable, allowing us to penetrate even the most remote and underserved regions. With a flexible, franchise-based approach, we can adapt to local market conditions while maintaining a unified operational standard across the entire network. This model provides the foundation for our ambitious growth plans, enabling nationwide coverage while minimising operational risks.
Together, master franchisees and franchisees create a seamless last-mile distribution network. This network is highly scalable because each franchise is an independent entity with a vested interest in success. Franchisee is a local village-level entrepreneur, taking ownership of day-to-day operations, customer satisfaction, and market penetration. Meanwhile, the master franchisee ensures they are fully supported with training, marketing, and operational guidance, creating a synergy that fuels growth.
We are delighted to announce the appointment of Master Franchisees in 532 districts across 32 States (as of March 31, 2026), marking a significant milestone in expanding our nationwide network coverage. Our ambitious goal for the end of this fiscal year is to achieve complete 100% district coverage through our master franchise network. By empowering local entrepreneurs, we not only drive our growth but also make a significant contribution to regional economic development and create opportunities for entrepreneurial success.
For FY2026, we have established a strong and expansive presence with a total of 23,087 Vakrangee Kendra outlets nationwide. This widespread coverage spans over 32 states and union territories, ensuring that our services are accessible to a broad customer base. Moreover, we have successfully established a presence in 609 districts and 5,873 postal codes, further strengthening our network. Notably, our commitment to serving underserved markets is evident as 84% of our outlets are located in Tier 4-6 cities.
Furthermore, the Company has strategically ventured into sourcing and distributing apparel products. By leveraging the extensive Vakrangee Kendra network, which includes both Franchisee and Master Franchisee channels, we aim to distribute our proprietary, branded e-commerce products for consumers and retailers. Additionally, the Company has plans to diversify into other consumer and retail product categories, thereby expanding our footprint in the broader market.
Strategic partnerships continue to be a key pillar of Vakrangees long-term growth strategy, enabling the Company to deepen customer engagement, expand its product portfolio, and strengthen its leadership in assisted digital financial services.
During FY2026, Vakrangee significantly expanded its partner ecosystem by forging 12 new strategic alliances across insurance and lending, while also securing key regulatory approvals and major ATM deployment mandates for its Vortex business during April 2025 - April 2026. These initiatives reinforce the Companys commitment to building a comprehensive, technology-led financial services platform.
Strengthened the insurance ecosystem through partnerships with leading life, health and general insurers, enabling wider access to comprehensive protection products across the Vakrangee Kendra network.
Enhanced the lending portfolio through strategic partnerships with leading NBFCs and housing finance institutions, offering customers seamless access to diversified credit solutions including MSME loans, Loan Against Property (LAP), home loans, and vehicle finance.
Further reinforced its physical banking infrastructure through regulatory approvals and large-scale ATM deployment mandates.
These strategic initiatives collectively strengthen Vakrangees integrated "phygital" ecosystem, diversify revenue streams, deepen customer relationships, and position the Company for sustainable, scalable growth across Indias rapidly evolving financial services landscape.
Vakrangees commitment to inclusive growth is deeply rooted in its franchising model, where local entrepreneurs - Master Franchisees and Kendra operators - are incentivized through structured commissions and performance bonuses. This ecosystem approach not only ensures scale and reach but also contributes to local economic development by empowering grassroots entrepreneurs.
As India progresses towards becoming a digitally empowered society, Vakrangee is strategically positioned to play a critical role. With an integrated phygital model, a robust technology backbone, and a growing portfolio of essential services, the company remains committed to bridging the urban-rural digital divide and achieving sustainable growth.
Further, your Company has been successful in benchmarking Companys performance on a wide range of industry specific economic, environmental, governance and social criteria that are relevant to the growing focus on Business sustainability and financially relevant to the corporate success. Global recognition reflects companys commitment to further enhance its corporate governance and transparency standards.
At Vakrangee, we have always attempted to be a Responsible and Socially Conscious company. This rating is a validation of our belief and commitment to our Business model of Nextgen Vakrangee Kendras. Through our network of kendras, we are taking the financial and digital literacy to the bottom of the socioeconomic pyramid and serving as the last-mile link to connect Indias unserved and underserved rural and urban citizens by offering them the same products and services at the same time, competitive price and same service levels. We are acting as the biggest equaliser by bridging the gap between the urban and rural population in India.
We have mapped our sustainability initiatives with the United Nations Sustainable Development Goals. The goals are a blueprint to achieve a better tomorrow. Our aim is to efficiently adopt these goals and address the global challenges, which includes poverty, inequality, climate, environmental degradation, prosperity, and peace and justice.
The UN SDG goals are interconnected, and we intend to implement them in order to make the world a better place. We believe that businesses can have a positive impact on the societies they serve. Our principles of sustainability define how Vakrangee delivers responsible and sustainable growth.
Update on Business Operations
During the financial year ended March 31, 2026, the Company delivered a resilient operational and financial performance despite a dynamic business environment. The year was characterized by improved profitability, enhanced capital efficiency, expansion of higher-margin financial services, and continued strengthening of the Companys phygital distribution network.
The Companys performance was driven by sustained margin expansion, improved productivity across the Vakrangee Kendra network, an increasing contribution from higher-margin financial products and services, and the growing ATM business and growing business through its subsidiary, Vortex Engineering Private Limited.
Total Income stood at ?261.4 crore for FY2025-26 as compared to ?259.4 crore in the previous financial year. EBITDA increased significantly to ?34.3 crore from ?27.9 crore, resulting in an improvement in EBITDA margin to 13.4% from 11.0% in FY2024-25, reflecting continued margin expansion driven by higher operational efficiencies and an increasing contribution from high-margin financial services.
The Groups profitability witnessed robust growth during the year, with Profit Before Tax (PBT) increasing to ?15.2 crore from ?9.4 crore, while Profit After Tax (PAT) rose by 79.3% to ?11.1 crore, compared with ?6.2 crore in the previous year. Cash Profit also improved by 25.4%, increasing to ?28.7 crore from ?22.9 crore in FY2024-25. The overall financial performance reflects the Companys continued focus on strengthening operating leverage, enhancing capital efficiency, and executing its strategy of expanding higher-margin businesses, thereby laying a strong foundation for sustainable long-term growth.
During the year, the Company processed Gross Transaction Value (GTV) of over ?53,700 crore (approximately US$5.69 billion) and Total number of Transactions crossed 11.6 crores, through its network of 23,087 Vakrangee Kendras spread across 609 districts across the country, reinforcing its position as one of Indias largest last-mile assisted digital service providers.
The year also marked a significant improvement in the Companys cash generation capabilities. Cash Generated from Operations (before tax) improved to ?63.7 crore during FY2025-26 as against a cash deficit of ?25.1 crore in the previous financial year, reflecting stronger operating performance and improved working capital management. The Group continued to maintain a debt-free balance sheet as on March 31, 2026, providing a strong financial foundation for future growth.
The Company also strengthened its product portfolio by entering into strategic partnerships with leading financial institutions across insurance and lending segments, thereby enhancing the contribution of higher-margin financial services and creating additional revenue opportunities across its nationwide Kendra network.
The Board believes that the Companys continued focus on operational excellence, digital transformation, strategic partnerships, and disciplined capital allocation has significantly strengthened its business fundamentals and positioned it to deliver sustainable long-term growth and enhanced stakeholder value. Looking ahead, the Board remains optimistic about the Companys growth prospects, supported by the continued expansion of its service portfolio, entry into new business verticals, including apparel retail, the scaling up of high-margin financial services, and the integration and growth of Vortex Engineerings ATM manufacturing and banking technology business. These strategic initiatives are expected to further diversify revenue streams, improve profitability, and strengthen Vakrangees position as a leading technology-enabled financial and digital services ecosystem.
Our Current Focus has been on Expanding our Presence through Building Master Franchisee network & to Strengthen our First Mover Advantage. We are currently Building a Pan India District level Master franchise network which would result in strong on-ground operational management as well as better scalability in future.
With the development of the Digital Economy, India is fastly moving towards Digital Payment Mechanisms and Emerging as a Cashless Society. With the fast pace of digital payment penetration, Cash transactions such as ATM & Banking transactions are expected to witness slow down. Therefore, there would be profitability & viability challenges for standalone business models such as only White Label ATMs, only Banking (AEPS) provider, only Money Transfer providers which are dependent on cash transactions.
Vakrangee is future ready with a clear focus on building long term sustainable & profitable business model with focus on Non-Cash based Banking Offering such as Account Opening, Loan Product, Insurance Services, Fixed Deposits & NPA Recovery Further, we have No dependency on single line of product or services and have a Wide portfolio of product & services such as Online Shopping, Total Healthcare Services, Bill Payments, Online Travel Services, Mobile Recharges, CIBIL Score services, Pan Card Services, Online Opening of Demat & Trading Account Opening Services and many more.
Further, we have a strong foothold & Brand presence in Rural India and our customers trust us with their day to day Banking needs. During FY2026, we opened ~12.0 lakh bank accounts, 13.3 lakh+ Insurance / Pension polices, more than ?900+ crores of loan lead converted and did more than 7.5 crore banking transactions with a Gross Transaction value of Rs. 45,000+ crores. There is a huge Underpenetrated Rural market with huge Retail & MSME Customer Base. Further, there is Lack of trust within the current Rural Customer base. Therefore, Physical Presence & Assistance is a Key Differentiator.
Update on Business Strategy: Vortex Engineering Private Limited (Subsidiary Company)
The acquisition of Vortex Engineering Private Limited marks a significant milestone in Vakrangee Limiteds strategic evolution towards becoming a fully integrated, technology-driven financial infrastructure company. The acquisition is closely aligned with Vakrangees long-term vision of strengthening its banking ecosystem through backward integration, enhancing operational efficiencies, and creating sustainable, high-margin growth opportunities.
Founded as an incubated venture at IIT Madras, Vortex is a leading Indian banking automation technology company specializing in the design, manufacturing, deployment, and lifecycle management of Automated Teller Machines (ATMs) and multi-vendor ATM management software solutions. Operating from its state-of-the-art manufacturing facility in Chennai, Vortex has an annual production capacity of over 12,000 ATMs and has successfully deployed more than 15,000 ATMs across India and international markets.
As a technology-led enterprise, Vortex has built a strong intellectual property portfolio with nine patents in the ATM and cash dispenser segment, reinforcing Indias Make in India and Atmanirbhar Bharat initiatives. Its proprietary ATM and cash dispenser platforms are engineered to deliver one of the industrys lowest total cost of ownership (TCO) through superior energy efficiency, operational reliability, and reduced lifecycle maintenance costs.
Complementing its hardware capabilities, Vortex has developed PERFO, an advanced proprietary remote ATM monitoring and management platform that is both cross-platform and cross-vendor compatible. PERFO enables real-time monitoring, predictive maintenance, remote diagnostics, performance analytics, and centralized fleet management, significantly enhancing ATM uptime and operational efficiency while strengthening the Companys technology and intellectual property portfolio.
The integration of Vortex strategically positions Vakrangee to build a comprehensive, end-to-end banking infrastructure platform spanning ATM manufacturing, software solutions, deployment, managed services, cash management support, and digital financial service delivery. Beyond strengthening Vakrangees own ATM network through backward integration and procurement efficiencies, Vortex opens a scalable B2B growth platform, enabling the Company to serve banks, financial institutions, and managed service providers across both domestic and international markets.
With increasing investments in banking automation, financial inclusion, and self-service banking infrastructure, Vortex is well-positioned to capitalize on the growing demand for secure, energy-efficient, and next-generation ATM solutions. Supported by Vakrangees nationwide distribution network, financial strength, and customer reach, the business is expected to accelerate market penetration, improve operating margins, diversify revenue streams, and unlock long-term value creation.
The acquisition represents a strategic transformation for Vakrangee - expanding its role from a technology-enabled distribution platform to an integrated banking infrastructure and financial technology company with capabilities spanning manufacturing, software, managed services, and digital financial inclusion.
In FY2025-26, Vortex delivered a strong operational performance, recording 0.6% year-on-year revenue growth, while EBITDA increased by approximately 11.6x year-on-year, reflecting enhanced operating efficiency and improved business fundamentals. During the year, the Company successfully shipped 1,679 ATMs, reinforcing its execution capabilities and strengthening its presence in the banking infrastructure ecosystem. Backed by Vakrangees strategic capital infusion and long-term vision, Vortex is well-positioned to accelerate its growth trajectory by expanding its market share, strengthening its product portfolio, and capitalizing on the increasing demand for next-generation self-service banking and digital transaction solutions across India.
3. Dividend
The Board of Directors has not recommended any dividend on the equity shares of the Company for the financial year ended March 31, 2026, in order to conserve resources for future business requirements and growth. Further, no amount has been transferred to the general reserve during the year under review.
The dividend payout is in accordance with companys Dividend Distribution Policy. The Dividend Distribution Policy as adopted by the Company is annexed herewith as "Annexure 1". The policy is also available on the web-site of the Company, https://www.vakrangee.in/policies_and_guidelines.html.
4. Share Capital
The Paid-up Equity Share Capital of the Company as on March 31, 2026 was ?1,08,31,91,807/- comprising of 108,31,91,807 equity shares of Re. 1/- each. The Company has filed a Petition before the Honble National Company Law Tribunal, Mumbai Bench - IV (NCLT) on October 28, 2025 seeking consolidation of every 1,08,31,91,807 fully paid-up Equity Shares of face value of ?1/- each into 10,83,19,180 fully paid-up Equity Share of face value of ?10/-. The said petition is pending before the NCLT for further consideration.
5. Listing Fees
Your Company has paid the requisite Annual Listing Fees to National Stock Exchange of India Limited (Symbol: VAKRANGEE) and BSE Limited (Scrip Code: 511431), where its securities are listed.
6. Public Deposits
During the year under review, the Company has not accepted or renewed any deposits falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.
7. Cash Flow Statement
In conformity with the provisions of regulation 34(2)(c) of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015 the cash flow statement for the financial year ended March 31, 2026 is annexed hereto.
8. Material Changes and Commitment if any Affecting the Financial Position of the Company
No material changes or commitments affecting the financial position of the Company have occurred after the end of financial year till the date of signing of this Report.
Further, there has been no change in the nature of the Companys business during the financial year 2025-2026.
9. Subsidiary Companies
As on March 31, 2026, the Company had 4 (four) wholly owned subsidiaries viz, Vakrangee Finserve Limited, Vakrangee Digital Ventures Limited, Vortex Engineering Private Limited and Vakrangee e-Solutions INC, Philippines.
There are no associate or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act").
In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company, which form part of this Annual Report. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Form AOC - 1 is annexed herewith as "Annexure 2".
In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related of the company and its subsidiaries are available on the website of the Company at https://www.vakrangee.in.
These documents will also be available for inspection during business hours at the registered office of the Company. Any member desirous of obtaining a copy of the said financial statements may write to the Company.
As on March 31, 2026, as per the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as per immediately preceding accounting year, Vakrangee Finserve Limited and Vortex Engineering Private Limited are material subsidiaries of the Company.
The Company has adopted Policy on determining Material Subsidiaries which is available on the website of the Company at https://www.vakrangee.in/policies_and_guidelines.html.
Vakrangee Finserve Limited
Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the Business Correspondent (BC) Model of Reserve Bank of India (2006) in the area of Financial Inclusion. The Company has already signed agreements with various PSU Banks and their Rural Regional banks to carry out BC services for these banks in identified Rural, Semi-Urban and Urban areas. The services include bank activities such as opening of Bank Accounts, Deposits, Withdrawals and Remittances, etc. Besides, the Company would provide Business Facilitator Services to these Banks which involve mobilization of deposits and loans.
Vakrangee Digital Ventures Limited
Vakrangee Digital Ventures Limited provides an online digital platform to enable seamless services for the consumer at the comfort of their homes. Through this, the company has evolved into the unique O2O (Online to Offline) platform, whereby there is Assistance available through the Physical Kendra network along with Digital Online Services.
Vakrangee e-Solutions INC
The Company holds 100% of Equity Share Capital of Vakrangee e-Solutions INC which was incorporated in the financial year 2009-10 in Philippines for exploring various e-Governance opportunities in Philippines. The first contract under the initiative was "Land Titling Computerization Project", under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines. The prestigious LTCP project was successfully executed, through deployment of world class technology and more than 8500 manpower resources to digitize land titles from 168 Districts of Philippines.
Vortex Engineering Private Limited
Vortex, an IIT-Madras incubated company based in Chennai, is known for its expertise in innovative Solution (ATM) and proprietary remote ATM monitoring software, "PERFO." The acquisition has enabled Vakrangee to enhance operational oversight, unlock cost synergies, and create new B2B growth opportunities across domestic and international ATM markets.
The integration of Vortex supports Vakrangees long-term strategy of evolving into a comprehensive digital financial infrastructure provider with strengthened technological capabilities and diversified revenue streams.
10. Particulars of Loans Given, Investments Made, Guarantees Given or Securities Provided by the Company
Particulars of Loans, Guarantees and Investments covered under provisions of section 186 of the Act, if any, are given in the notes to the Financial Statements.
11. Contracts or Arrangements with Related Parties
During the year under review, all contracts, arrangements, and transactions entered into by the Company with related parties were in the ordinary course of business and conducted on an arms length basis. There were no material related party transactions as defined under Section 188 of the Companies Act, 2013, read with the Companies (Meetings of Board and its Powers) Rules, 2014.
Further, the Company did not enter into any contracts, arrangements, or transactions with related parties which could be considered material, in accordance with the Companys Policy on Materiality of Related Party Transactions. Accordingly, the disclosure under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
Members may refer to Note 43 of the Financial Statements, which provides disclosures of related party transactions as required under Ind AS.
There were no materially significant related party transactions during the year that may have had a potential conflict with the interests of the Company at large.
The Companys Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions, as approved by the Board, is available on the Companys website at: https://vakrangee.in/policies_and_guidelines.html. The Policy ensures that an appropriate framework for reporting, approval, and disclosure is in place for all related party transactions.
12. Corporate Governance
The Report on Corporate Governance, pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), forms an integral part of this Annual Report. The Company has complied with all applicable mandatory requirements prescribed under Regulations 17 to 27 and clauses (b) to (i) of Regulation 46(2) of the SEBI Listing Regulations.
A certificate from Ms. Kalpana Srinivasan, Practicing Company Secretary, confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, forms part of the said Report.
Further, the certificate issued by the Managing Director and Chief Financial Officer pursuant to Regulation 17(8) read with Part B of Schedule II of the SEBI Listing Regulations, inter alia confirming the accuracy of the financial statements and cash flow statement, adequacy of internal controls over financial reporting, and reporting of significant matters to the Audit Committee, also forms part of this Annual Report.
13. Disclosures Related to Board, Committees and Policies
a. Board Meetings
The Board met 4 times during the financial year 2025-2026, the details of which are given in the Corporate Governance Report forming part of the Annual Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.
b. Directors and Key Managerial Personnel ("KMP")
The composition of the Board of Directors of the Company is in compliance with the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and reflects an appropriate mix of Executive, Non-Executive and Independent Directors.
As on March 31, 2026, the Board comprised 6 (Six) Directors, consisting of 1 (One) Managing Director, 1 (One) Whole-time Director, 1 (One) Nominee Director and 3 (Three) Non-Executive Independent Directors. The detailed composition of the Board is provided in the Report on Corporate Governance forming part of this Annual Report.
The Company has 4 (Four) Key Managerial Personnel ("KMP") in accordance with the provisions of Section 203 of the Companies Act, 2013, namely:
None of the Independent Directors had any pecuniary relationship or transactions with the Company during Financial Year 2025-26. In the opinion of the Board, all Independent Directors possess the requisite qualifications, integrity, expertise, experience and proficiency required for the effective discharge of their duties and fulfill the conditions of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They also bring the necessary skills, competence and experience to make effective contributions to the Board and its Committees.
None of the Directors or Key Managerial Personnel of the Company are related to each other inter-se, except Mr. Vedant Dinesh Nandwana, Managing Director, and Ms. Divya Dinesh Nandwana, Whole-time Director, who are siblings.
During the year under review, Mr. Shiv Narain Kaushik (DIN: 08204746) resigned from the position of Non-Executive Independent Director with effect from July 04, 2025, and Mr. Sandeep J. Gaware (DIN: 03596481) was appointed as Non-Executive Independent Director with effect from July 25, 2025. Further, Mr. Ajay Jangid resigned from the position of Chief Financial Officer with effect from October 30, 2025, and Mr. Aditya Jani was appointed as Chief Financial Officer with effect from January 24, 2026.
Based on the declarations received and information available with the Company, none of the Directors are disqualified from being appointed or continuing as Directors under Sections 164(1) and 164(2) of the Companies Act, 2013.
3. Retirement by Rotation
In terms of Section 152 of the Companies Act, 2013, Mr. Vedant Dinesh Nandwana (DIN: 08420950) would retire by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible for re-appointment has offered himself for re-appointment till the next Annual general meeting. Your Directors have recommended his appointment for the approval of the shareholders, in the ensuing Annual General Meeting of your Company.
4. Familiarisation Programme for Independent Directors
As a practice, all the Independent Directors inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Companys business operations. The new Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.
Details of Familiarization Programme for Independent Director Policy is available on the website of the Company at - https://www.vakrangee.in/pdf/Policies-PDF/Familiarization%20Programme%20for%20Independent%20Director.pdf
5. Code of Conduct
Your Company has in place, a Code of Conduct for the Board of Directors and Senior management personnel, which reflects the legal and ethical values to which your Company is strongly committed. The Directors and senior management personnel of your Company have complied with the code as mentioned hereinabove.
The Directors and Senior management personnel have affirmed compliance with the Code of Conduct applicable to them, for the financial year ended 31st March, 2026. The said code is available on the website of your Company at https://vakrangee.in/policies_and_guidelines.html.
6. Performance Evaluation
Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing
Obligations and Disclosure Requirements Regulations, 2015, the Nomination and Remuneration
and Compensation Committee (NRC) has carried out Board Evaluation of the performance of:
(i) the Board as a whole and its Committees, and
(ii) individual directors (including independent directors). The performance evaluation of
the Independent Directors was carried out by the entire Board excluding the Directors
being evaluated. The performance evaluation of the Chairman, Non-Independent Directors and
the Board as a whole was carried out by the Independent Directors at their separate
meeting. The evaluation has been done as per the process laid in the "Policy for
Evaluation of performance of the Board of Directors of Vakrangee Limited"
(hereinafter referred to as "Charter") adopted by the Board, based on structured
questionnaires for performance evaluation.
Audit Committee
The Board has well-qualified Audit Committee, the composition of which is in line with the requirements of Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015. All the Members, including the Chairman of the Audit Committee are Independent. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are included in the Corporate Governance Report.
During the year under review, the Board has accepted all the recommendations of the Audit Committee.
The Company Secretary of the Company acts as Secretary of the Committee.
The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.
Nomination & Remuneration and Compensation Committee
The Company has duly constituted the Nomination, Remuneration and Compensation Committee in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Board has formulated a comprehensive Nomination, Remuneration and Compensation Policy, which outlines the criteria for selection, appointment, and evaluation of Directors, Key Managerial Personnel (KMP), and Senior Management Personnel. The said policy is annexed to this Report as "Annexure - 4" and is also available on the Companys website at: https://vakrangee.in/policies_and_guidelines.html.
Further details regarding the Committees composition, number of meetings held, dates of meetings, and attendance of the Directors are provided in the Corporate Governance Report.
Risk Management Committee
In compliance with Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee to proactively review and mitigate key risk factors.
The Company has established formal procedures to inform the Board about risk assessment and minimization measures. A comprehensive Risk Management Policy has been formulated, ensuring that the Board, Audit Committee, and Executive Management collectively identify, assess, and manage risks that could impact the Companys operations. This policy outlines the framework for risk identification, minimization, and optimization, thereby supporting a structured approach to enterprise risk management.
Key risks identified by the Company include:
Further details, including the Committees composition, number of meetings held, meeting dates, and attendance of members, are provided in the Corporate Governance Report.
Corporate Social Responsibility Committee (CSR)
In accordance with the provisions of Section 135 read with Schedule VII of the Companies Act, 2013, the Company has adopted a comprehensive Corporate Social Responsibility (CSR) Policy, outlining the CSR activities to be undertaken. During the financial year 2025-26, the Company undertook various CSR initiatives by utilizing the earmarked amount towards projects in the areas of social awareness, healthcare, and education. The CSR Committee diligently evaluates multiple proposals and selects initiatives that align with the Companys CSR objectives.
Based on the recommendation of the CSR Committee, and in compliance with the provisions of Sections 135(5) and 135(6) of the Companies Act, 2013, the Company has identified an ongoing project and has transferred the unspent CSR amount of ?13.72 lakhs to a designated Unspent CSR Account.
With respect to the unspent CSR amount for FY 2025-26, the Board of Directors affirms that the CSR Committee made sincere efforts in evaluating a wide range of proposals and selected those that best aligned with the Companys CSR goals. The Board is confident that the overall CSR spend on these projects will fully meet the prescribed statutory guidelines.
The Companys CSR Policy is available on the website at: https://www.vakrangee.in/policies_and_guidelines.html.
The CSR Committee has been constituted to define, implement, and monitor the CSR strategy, including budgeting, project identification, and oversight of CSR initiatives.
Further, the disclosures required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are annexed to this Report as "Annexure 5."
Stakeholders Relationship Committee
As per the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements Regulations), 2015, the Company has constituted Stakeholders Relationship Committee. The details viz, Composition, number of meetings, dates of meetings and attendance of Directors at such meeting are given in the Corporate Governance Report.
Board ESG Committee
In order to meet UN Sustainable Development Goals (UN-SDG) and Best Global Practices, the Company has constituted the Board ESG Committee.
The Board ESG Committee will work with all the other Board Committees to assist the Board in fulfilling its responsibilities. The objective of the Committee is to consider the material environmental, social and governance issues relevant to the Companys business activities and support the Company in maintaining its position as a global leader in ESG performance.
The role of the Committee is to support the Board in:
The committee currently comprises of following members of the Board:
| Name | Designation |
| Ms. Divya Dinesh Nandwana | Member |
| Mr. Vedant Dinesh Nandwana | Member |
| Mr. Hari Chand Mittal | Member |
14. Declaration of Independence
The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Companies Act, 2013 read with Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, that he/she meets the criteria of independence as laid out in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Companies Act, 2013 and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs of Company. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of Conduct for Directors and senior management.
Except Mr. Hari Chand Mittal, none of the Independent, Non-Executive Directors hold any equity shares of your Company during the financial year ended 31 March, 2026.
Refer Corporate Governance Report for detail of shareholding of directors. Except as mentioned in the Corporate Governance Report, none of the other Directors hold any shares in the Company.
15. Vigil Mechanism/Whistle Blower Policy
In accordance with the provisions of Section 177(9) of the Companies Act, 2013, the Company has established an effective Vigil Mechanism to enable Directors and Employees to report genuine concerns in a transparent and secure manner.
The Company has adopted a Vigil Mechanism / Whistle Blower Policy, which extends its applicability not only to Directors and Employees, but also to Franchisees, Business Partners, Vendors, and other third parties. This policy enables individuals to report concerns related to unethical behavior, suspected or actual fraud, or violations of the Companys Code of Conduct & Ethics, without fear of retaliation.
The policy provides for adequate safeguards against victimization of individuals who avail themselves of this mechanism and ensures direct access to the Chairman of the Audit Committee for reporting such concerns. It is hereby affirmed that no personnel have been denied access to the Audit Committee during the year under review.
The Vigil Mechanism / Whistle Blower Policy is available on the Companys website at: https://vakrangee.in/policies_and_guidelines.html.
16. Auditors and Reports
The matters related to Auditors and their Reports are as under:
Statutory Auditor
Members of the Company at the AGM held on September 27, 2022, approved the appointment of M/s. S. K. Patodia & Associates., Chartered Accountants, Mumbai (Firm Registration No. 112723W), as the statutory auditors of the Company until the conclusion of 37th AGM of the Company to be held in the year 2027.
The report of the Statutory Auditor forms part of this Integrated Report and Annual Accounts 2025-2026. The said report does not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditor
Ms. Kalpana Srinivasan, Practicing Company Secretary, was appointed to conduct Secretarial Audit of the Company for the financial year 2025-2026 as required under Section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit Report for the financial year ended March 31, 2026, is annexed herewith as "Annexure 6" to this Report.
The Secretarial Auditors Report does not contain any qualifications, reservations, or adverse remark or disclaimer.
In accordance with the provisions of Regulation 24A of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015, Secretarial Audit Report of material unlisted Indian subsidiary of the Company namely, Vakrangee Finserve Limited is provided as "Annexure - 7" to this Report.
Cost Auditor
The Company is not required to maintain cost accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
Internal Auditor
The Board of Directors at their meeting held on 05th February, 2025 have appointed Mr. Aditya Jani & Team, as Internal Auditors of the Company for the period from April 2025 to March 2026 to conduct the internal audit of the various areas of operations and records of the Company.
The periodic reports of the said internal auditors are regularly placed before the Audit Committee along with the comments of the management on the action taken to correct any observed deficiencies on the working of the various departments.
17. Annual Secretarial Compliance Report
Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained the Annual Secretarial Compliance Report for the financial year ended March 31, 2026 from Ms. Kalpana Srinivasan, Practicing Company Secretary.
The said report confirms compliance with all applicable SEBI Regulations, circulars and guidelines issued thereunder and has been submitted to the Stock Exchanges within the prescribed timelines.
The Annual Secretarial Compliance Report does not contain any qualification, reservation or adverse remark.
The Annual Secretarial Compliance Report issued by the Practicing Company Secretary has been submitted to the stock exchanges within prescribed timelines and forms part of the Annual Report.
18. Policy on Determination of Materiality / Archival Policy / RPT Policy
Pursuant to the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted various Board-approved policies and codes to ensure robust governance framework and regulatory compliance.
The policies, including the Policy for Determination of Materiality of Events and Information, Archival Policy, Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions, Vigil Mechanism Policy, Nomination and Remuneration Policy, Familiarisation Programme for Independent Directors and Code of Conduct are available on the website of the Company at https://vakrangee.in/policies_and_guidelines.html.
19. Affirmation on Compliance of Secretarial Standards
The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.
20. Management Discussion and Analysis Report
Management discussion and Analysis Report for the year under review, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 is forming part of this Annual Report.
21. Directors Responsibility Statement
Your Board of Directors hereby state that:
a) in the preparation of the annual accounts, for the financial year
ended March 31, 2026, the applicable accounting standards have been followed and that no
material departures have been made from the same;
b) they have selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company at the end of the financial year and of the profits
of the Company for that period;
c) they have 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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and were operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
22. Internal Financial Control and Their Adequacy
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Companys operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls.
The statutory auditors of the Company have audited the financial statements included in this annual report and have issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.
The Internal Financial Controls over Financial Reporting (IFCoFR) were tested and no material weakness was observed.
23. Reporting of Frauds
During the financial year under the review neither the Statutory Auditor nor the Secretarial Auditor reported to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder any instances of the fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Board Report.
24. Significant and Material Orders Passed by the Regulators or Courts
During the year under review, no significant and material orders were passed by the Regulators, Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts which impact the going concern status and the Companys operations in future.
i. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act):
The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder. An Internal Complaints Committee ("ICC") has been duly constituted in compliance with the provisions of the POSH Act.
The details of complaints received and disposed of during the financial year 2025-26 are as under:
| Particulars | Number |
| Number of sexual harassment complaints received | NIL |
| Number of complaints disposed of | NIL |
| Number of complaints pending for more than 90 days | NIL |
ii. Compliance under the Maternity Benefit Act, 1961:
The Company affirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, including but not limited to:
a) Grant of maternity leave to eligible employees,
b) Provision for nursing breaks, and
c) Ensuring protection against dismissal during maternity leave and other associated
entitlements.
25. Disclosure pursuant to Companies (Accounts) Second Amendment Rules, 2025
In compliance with the recent amendment introduced by the Ministry of Corporate Affairs through the Companies (Accounts) Second Amendment Rules, 2025, notified vide circular dated May 30, 2025, the Company hereby makes the following disclosures in the Boards Report for the financial year ended March 31, 2026:
26. Particulars of Employees and Other Disclosure
Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as "Annexure 3".
In terms of Section 136 of the Act, the Annual Report and Accounts are being sent to the Members, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company. Any member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.
27. Employees Stock Option Scheme
The Company has in place Employees Stock Option Scheme ("ESOP Scheme") namely, ESOP scheme 2014.
The ESOP Scheme of the Company is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 ("the Regulations") and no material changes in the scheme were carried out during the year under review.
The details required to be disclosed under SEBI Guidelines are available on Companys website https://www.vakrangee.in.
28. Human Resources Development and Industrial Relations
The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business. The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organizations growth and its sustainability in the long run.
The Company has introduced employee-friendly policies which have aided in retaining and hiring the best talents in the organization. The Company gives importance to Rewarding and Recognizing (R&R) the well-deserved employee by felicitating them during R&R functions. The Company has introduced employee wellness schemes to boost the productivity of employees at work. The company has given various performance-based incentives to employees upon meeting the targets set by the organization, hereby boosting the morale of the employees.
The company provides full medical support to employees in case of any life threating / critical illness.
29. Insolvency and Bankruptcy Code, 2016
During the Financial Year ended March 31, 2026 neither any application nor any processing has been initiated against the company under Insolvency and Bankruptcy Code, 2016.
30. Business Responsibility and Sustainability Report
A separate section on Business Responsibility and Sustainability Report forms part of this Annual Report as required under Regulation 34(2)(f) of SEBI Listing Obligations and Disclosure Requirements Regulations, 2015.
31. Environment, Health and Safety
The Company considers it is essential to protect the Earth and limited natural resources as well as the health and wellbeing of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities.
32. Cyber Security
The Company has established requisite technologies, processes and practices designed to protect networks, computers, programs and data from external attack, damage or unauthorized access. The Company is conducting training programs for its employees at regular intervals to educate the employees on safe usage of the Companys networks, digital devices and data to prevent any data breaches involving unauthorized access or damage to the Companys data. The Information Technology Department of the Company is in a constant process of taking feedback from the employees and updating the cyber security protocols.
33. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, required information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder:
Conservation of Energy
The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other Equipment with latest technologies.
| Disclosure | Details |
| Steps taken or impact on conservation of energy | Our corporate headquarters has been developed in alignment with green building principles, showcasing our commitment to energy conservation and sustainability. The facility is equipped with several energy-efficient features and green technologies, including rooftop solar panels for renewable energy generation, solar thermal systems, chiller waste heat recovery units, and solar-powered peripheral lighting systems. The buildings design, primarily comprising glass facades, allows for optimal use of natural daylight, significantly reducing the need for artificial lighting. Energy-efficient LED lighting has been installed throughout the premises to further enhance electricity savings. Notably, the entire energy requirement of our corporate office is met through Green-wheeling, reinforcing our dedication to clean energy usage. |
| Steps taken by the company for utilising alternate sources of energy | Additionally, our extensive Vakrangee Kendra network integrates sustainability into service delivery by offering biometric-enabled digital banking, ATM services, financial products, insurance, e-Governance solutions, and a range of e-Commerce offerings. These services are made accessible within local communities, often within walking distance, thereby reducing the dependence on fuel-powered transportation. Our hybrid operational model, which blends physical presence with digital accessibility, plays a pivotal role in supporting our eco-friendly initiatives by minimizing the environmental impact of service access and delivery. |
| Capital investment on energy conservation equipment | During the financial year 2025-2026, the Company made notable progress in adopting sustainable energy solutions. A total of 40,102 kWh of renewable solar energy was generated at our corporate office during the year. Furthermore, we proudly achieved 100% Green Consumer Certification from Tata Power, reinforcing our dedication to clean and renewable energy usage. These initiatives reflect our unwavering commitment to environmental stewardship, sustainability, and responsible energy management. |
| Technology Absorption | Nil capital investment on energy conservation equipment in financial year 2025-2026. |
Technology Absorption
Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.
| Disclosure | Details |
| Efforts made towards technology absorption | The Company actively monitors advancements in technology and regularly evaluates opportunities for adoption and integration. Continuous efforts are made to upgrade systems and processes in line with emerging technological trends. During the year, the Company maintained its strong focus on quality enhancement and service excellence by embracing relevant technological improvements to drive operational efficiency and customer satisfaction. |
Benefits derived:
a. Significant enhancement in overall productivity and reduction in
production turnaround time.
b. Expansion and diversification of the service portfolio to better meet evolving customer
needs.
c. Improved quality and performance of existing products and services through continuous
innovation.
d. Achieved notable cost efficiencies through process optimization and technology-driven
initiatives.
In case of imported technology (imported during the last three years reckoned from the beginning of FY)-
(a) the details of technology imported;
(b) the year of import;
(c) whether technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place & reasons
thereof; and
The expenditure incurred on Research and Development
As per the established Accounting Policy expenditure incurred on Research & Development remains merged with the respective heads.
Foreign Exchange Earnings and Outgo
| Particulars | 31st March, 2026 (? In Lakhs) | 31st March, 2025 (? In Lakhs) |
| Foreign Exchange Earnings | 0.39 | (0.11) |
| Foreign Exchange Outgo | Nil | Nil |
34. Extract of Annual Return
The Annual Return of the Company as on 31st March, 2026 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, would be available on the website of the Company at i.e. https://vakrangee.in/index.html. By virtue of amendment to Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014 the company is not required to provide the extract of Annual Return as part of Board Report.
35. Transfer to Investor Education and Protection Fund
As required under section 124 of the Act, Unclaimed dividend amount aggregating to Rs. 30,36,656/- pertaining to financial year ended on March 31, 2017, lying with the Company for a period of seven years was transferred during the financial year 2025-2026, to Investor Education and Protection Fund (IEPF) established by the Central Government.
Further, as required under section 124 of the Act, 1,46,574 equity shares, in respect of which dividend has not been claimed by the members for seven consecutive years or more, have been transferred by the Company to the Investor Education and Protection Fund Authority during the financial year 2025-2026. Details of shares transferred have been uploaded to the website of IEPF as well as the Company.
The Company has appointed Mr. Amit Gadgil, as the Nodal Officer to ensure compliance with the IEPF Rules.
The details of unpaid and unclaimed amounts lying with the Company is available on the Companys website: - https://www.vakrangee.in.
36. Integrated Report
Although the Company does not fall within the top 1,000 listed entities in terms of market capitalization as on the financial year end, it has voluntarily adopted Integrated Reporting and has provided an Integrated Report encompassing both financial and non-financial information to enable the members to make well-informed decisions and gain a better understanding of the Companys long-term strategy and value creation.
The Report also touches upon aspects such as organizations strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, manufactured capital, intellectual capital, human capital, social and relationship capital and natural capital.
Acknowledgement and Appreciation
The Directors thank the Companys employees, customers, franchisees, vendors, investors for their continuous support. The Directors appreciate and value the contribution made by every employee of the Vakrangee family. Our consistent growth was made possible by their hard work, solidarity, co-operation and support.
Cautionary Statement
Statements in the Boards Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Companys operations include global and domestic demand and supply, input costs, availability, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.
| On behalf of the Board of Directors |
Ms. Divya Dinesh Nandwana |
| Executive Chairperson |
| (DIN: 08085537) |
Mr. Vedant Dinesh Nandwana |
| Managing Director |
| (DIN: 08420950) |
| Date: July 29, 2026 |
| Place: Mumbai |
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