Value 360 Communications Ltd Directors Report

1Inducted as member w.e.f. March 11, 2025; Designated as a Chairman w.e.f. February 19, 2025 ²Served as a Chairman of the Committee unil February 19, 2025 and continues as a Member thereafter ³Inducted as member w.e.f. March 11, 2025

The chairman of the IPO Committee is an executive director and the Company Secretary acts as the secretary to the IPO Committee.

The Director Responsibility Statement was placed before the Audit Committee. The Audit Committee reviewed and confirmed the said DRS. Thereafter, the DRS was placed before the Board of Directors.

Pursuant to Section 134(5) of the Act, the Directors state that: a. in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and there were no material departures;

b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit of the Company for the year ended as on that date; c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

e. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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

M/s. Raj K Sri & Co., Chartered Accountants, (Firm Registration No: 014141N), were appointed as Statutory Auditors of the Company to fill the casual vacancy in the Board Meeting held on October 03, 2024 and approved by Members of the Company in it Extra-Ordinary General Meeting ("EGM") held on October 29, 2024 from the conclusion of that EGM till the conclusion of 16^th Annual General Meeting ("AGM").

Further, they have confirmed their eligibility under Section 141 of the Company Act, 2013 ("Act") and the Rules framed thereunder. As required under Listing Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Auditors’ Report on Standalone and Consolidated Financial Statements for the financial year 2024-25 issued by Raj K Sri & Co., Chartered Accountants, does not contain any qualification, observation, disclaimer, reservation, or adverse remark.

Since, the first term of Raj K Sri & Co., Chartered Accountants, as Statutory Auditors of the Company will come to an end upon conclusion of this AGM. The Board of Directors, on recommendation of Audit Committee and subject to approval of members at the ensuing AGM of the Company, has re-appointed Raj K Sri & Co., Chartered Accountants as Statutory Auditors of the Company for a term of 3 (three) consecutive years to hold office from the conclusion of this AGM till the conclusion of 19^th AGM (to be held in calendar year 2028) in accordance with the provisions of Section 139 of the Companies Act, 2013 and rules thereunder.

8. Adequacy of Internal Financial Controls

The policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Audit Committee also periodically reviews the adequacy and effectiveness of internal control systems and provides guidance for further strengthening them.

During the financial year under review, no material observation has been made by the Statutory Auditors of the Company in relation to the efficiency and effectiveness of such controls.

9. Risk Management

Section 134 (3) (n) of the Companies Act, 2013 is not applicable to the Company, therefore, formulation of a formal Risk Management Policy is not mandatory. Nevertheless, the Board of Directors periodically reviews the Company’s business risks and takes appropriate measures to mitigate them, as and when considered necessary.

The Company has designed a Vigil Mechanism and Whistle Blower Policy as per the provisions of Section 177 of the Companies Act, 2013, to establish a framework for receiving complaints related to any allegations of corruption, wilful misuse of power or discretion, unethical behaviour, actual or suspected fraud, leakage or violations of the Code of Business Conduct and Ethics for Board of Directors and Employees. It provides a platform to report such concerns against any employee and ensures a process for investigating these disclosures. Additionally, the policy offers safeguards to protect individuals making complaints, provided the disclosure is made in good faith and within a reasonable timeframe.

The policy is available on the Company’s website and is accessible through weblink

Particulars of the loans given, investments made or guarantees given covered under the provisions of Section 186 of the Act, are provided in the Note No. 12, 14 and 16 of the Standalone Financial Statements.

The Board of Directors of the Company has approved the criteria to grant omnibus approval by the Audit Committee within the overall framework of the policy on Related Party Transactions (RPTs). All related party transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for related party transactions which are of repetitive nature. The related party transactions for the financial year are insignificant in commensurate with the turnover of the Company. Further, all transactions with related parties during the financial year were on arm’s length basis and in the ordinary course of business.

During the financial year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions (i.e transactions where the value exceeds 1000 crore or 10% of the annual consolidated turnover, whichever is lower), or which is required to be reported in Form AOC - 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014, as amended. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website at weblink

Your Directors draw attention of the Members to Note No. 30 to the standalone financial statement which sets out related party disclosures.

In addition to the above:

a. The Company entered into a Loan Agreement with Irida Interactive Private Limited on February 19, 2025, for providing an inter-corporate loan of up to 5,00,00,000 (Rupees

Five Crore only). The Audit Committee and the Board of Directors approved the said loan agreement in their respective meetings held on the same date.

b. The Company has made an investment in equity shares of Irida Interactive Private Limited on March 11, 2025 by acquiring their 1,300 equity shares equivalent to 11.50 percent of their post issue equity share capital by converting their existing outstanding loan as on January 31, 2025 as per the terms of the loan agreement dated November 23, 2022.

The Annual Return of the Company as on March 31, 2025 in form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules,

2014 is available on Company’s website and accessible through weblink

In terms of the provisions of Section 197 of the Companies Act, 2013 (Act) read with Schedule V, the remuneration payable to Directors is subject to the prescribed limits except during the financial year under review, the remuneration paid to Mr. Kunal Kishore (Chairman and Managing Director), Mr. Gaurav Patra (Whole-Time Director) and Mrs. Manisha Chaudhary (Executive Director), exceeded the limits specified under Section 197 of the Act.

The said remuneration was approved by the Members of the Company at the EGM held on January 31, 2025 and is in accordance with the provisions of the Act. The Board affirms that, except for the aforesaid instance, the remuneration paid to all Directors is in compliance with Section 197 of the Act and the rules made thereunder.

The Company has in place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is proposed, in accordance with the provisions of the Companies Act, 2013 (Act) which comprises of basic salary, perquisites, and allowances, for approval of the members, if required. Further, based on the recommendation of the Board, the remuneration of Non-Executive Directors for increased sitting fees in accordance with the provisions of Act is proposed for the approval of the members. The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the

Act is available on the Company’s website and accessible through weblink

(Transferee)

*Bonus shares were issued and allotted during the year under review.

The Company has following ESOP Schemes: a. Employee Stock Option Plan 2021 b. Employees Stock Option Plan 2024

During the financial year 2024-25, there had been no change in the Employee Stock Option Schemes of the Company. The ESOP Scheme(s) is in compliance with Companies Act, 2013.

The Company has in place a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). This policy covers all employees of the Company whether permanent or temporary, probationary or part-time or working as a consultant or on a voluntary basis or engaged through a contractor or agent.

The Policy on Prevention of Sexual Harassment at Workplace is available at the website of the Company and accessible through weblink.

To build awareness in this area, the Company has been conducting induction/refresher programmes in the organisation on a continuous basis. During the financial year under review, the Company organised training sessions on the topics of POSH for the Employees and Internal Committee Members.

20. Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Act pertaining to Corporate Social Responsibility ("CSR"), the Company has duly constituted a Corporate Social Responsibility Committee ("CSR Committee"). The CSR Obligation for the financial year 2024-25 was 7.73 Lakhs and the Company had spent 7.73 Lakhs for carrying out the CSR projects.

The Annual Report on CSR is set out in Annexure B to this report. The CSR Policy is available on the Company’s website and accessible through weblink.

The Company had constituted a CSR Committee to manage the CSR Projects and CSR activities undertaken thereunder. The CSR Committee ensures compliance with relevant laws and rules.

During the financial year under review, there is no amount which is required to be transferred to the Investors Education and Protection Fund as per the provisions of Section 125(2) of the Act.

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Accounts) Rules, 2014 regarding conservation of energy and technology absorption are not required to be provided as the Company has not undertaken any manufacturing activity.

Details of Foreign Exchange Earnings and Outgo during the financial year under review is given in the table below:

Your Company was converted into a public limited company pursuant to a resolution passed by your Board of Directors in its meeting held on December 02, 2024, and subsequently approved by the members in an extraordinary general meeting held on December 27, 2024. Consequently the name of your Company was changed to ‘Value 360 Communications Limited’ and a fresh certificate of incorporation dated January 29, 2025 was issued by the Registrar of Companies, Central Processing Centre. The corporate identification number of your Company is U22222DL2009PLC189466.

The shares of the Company are available for transfer in the dematerialized form under both the Depository Systems in India - NSDL and CDSL. The International Securities Identification Number (ISIN) allotted to the Companys shares under the Depository System is INE1E7Y01018.

25. Material Changes and Commitments, if any, post Balance Sheet date

Following events have occurred between end of the financial year of the Company to which the financial statements relate and the date of this report which may affect the financial position of the Company:

*Refer Point 25 (h)

b. Changes in Share Capital: The paid-up share capital of your Company has been increased from 116,454,990 equity shares divided into 11,645,499 Equity Shares of 10 each to 122,608,080 divided into 1,22,60,808 Equity Shares of 10 each.

c. The Board of Directors has proposed to get their equity shares listed on Emerge Platform of National Stock Exchange of India Limited and pursuant to Section 62(1)(c) of the Companies Act 2013, by a resolution passed at its Board Meeting held on July 07, 2025, proposed the Issue and subject to the approval of the members and such other authorities as may be necessary.

d. The members of the Company have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a special resolution passed in the Extraordinary General Meeting held on July 08, 2025, authorized the Proposed Initial Public Offer.

e. The Board has discarded its Employee Stock Option Plan 2021 and Employees Stock Option Plan 2024 vide resolution passed at the Board Meeting dated July 07, 2025.

f. The Company has adopted the ESOP Scheme named "Employee Stock Option Scheme 2025" (ESOP 2025) pursuant to the resolution passed by the Board dated July 07, 2025 and the resolution passed by the Members dated July 08, 2025. The ESOP 2025 has been instituted to grant stock options exercisable into Equity Shares to eligible employees of the Company or its Group Company(ies) including subsidiary/associate company(ies), working in India with a view to attract, retain, motivate and reward employees and to align their interests with those of the Company and its stakeholders.

g. The Company has entered into a Share Purchase Agreement dated July 16, 2025, to acquire equity shares of more than 50% of Irida Interactive Private Limited (ClanConnect) over a span of period of 2 years from the execution date hereof.

h. The Company has issued 58,561 Sweat Equity shares to one of its Senior managerial personnel named Ms. Vasundhara Singh without consideration with intention to reward her for her significant value addition to the company, primarily in the form of additional sales generation and additional revenue growth pursuant to resolution passed at board meeting on July 07, 2025 and a members resolution passed at extra ordinary general meeting on July 08, 2025. The Board vide its meeting held on July 15, 2025 has allotted Sweat Equity Shares to her subject to a lock in period for three years.

i. The Company has approved Draft Red Herring Prospectus (DRHP) vide its Board Meeting held on July 29, 2025. Post approval at the Board Meeting of the Company, the Company has filed DRHP with Emerge Platform of National Stock Exchange of India Limited on the same date. The Company has also issued an advertisement for the same on August 01, 2025 in Financial Express (All Editions) in Ahmedabad, Bangalore, Mumbai, Kolkata, Chandigarh, Kochi, New Delhi, Hyderbad, Lucknow, Chennai, Pune, and in Jansatta in Kolkata, Chandigarh, New Delhi, Lucknow, and Pratahakiran in Delhi.

The provisions of Section 148 of the Companies Act, 2013 pertaining to cost audit are not applicable to the Company.

The provisions of Section 204 of the Companies Act, 2013 pertaining to secretarial audit are not applicable to the Company.

During the financial year under review, your Company is in compliance with the applicable Secretarial Standards specified by the Institute of Company Secretaries of India which has been further confirmed by the Secretarial Auditors of the Company.

There is no significant material orders passed by the Regulators / Courts / Tribunal which would impact the going concern status of the Company and its future operations. Hence, disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules, 2014 is not required.

Your Directors state that, for the financial year under review, no disclosure or reporting is required in respect of the following items, as there were no transactions or events under these heads:

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

2. Issue of shares (including sweat equity shares and Employees Stock Options) to employees of the Company under any scheme save and except as mentioned in this Report;

3. Application made or proceeding pending under the Insolvency and Bankruptcy Code, 2016, against the Company;

4. One-time settlement with any Bank or Financial Institution;

5. Details relating to deposits covered under Chapter V of the Companies Act, 2013;

6. Raising of funds through preferential allotment or qualified institutions placement save and except as mentioned in this Report;

7. Pendency of any proceeding against the Company under the Insolvency and Bankruptcy Code, 2016;

8. There was no commission paid by the company to its managing director or whole-time directors so no disclosure required in pursuance to the section 197(14) of The Companies Act, 2013;

9. Fraud reported by Statutory Auditors; and 10. Change in the nature of business.

Your Directors wish to place on record their sincere appreciation for the support and cooperation to all its stakeholders including clients, investors, bankers, government, regulatory authorities and business associates for their continued support during the year.

The Directors truly appreciates the contribution made by employees at all levels for their hard work, solidarity, co-operation and support.