Vinsys IT Services India Ltd Directors Report

To the Members

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

1. FINANCIAL SUMMARY AND HIGHLIGHTS

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

H in lakhs

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

2. DIVIDEND

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

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

UNCLAIMED DIVIDENDS

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

3. TRANSFER OF RESERVES

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

4. UTILISATION OF INITIAL PUBLIC OFFER PROCEEDS

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

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

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

5. CHANGE IN THE NATURE OF BUSINESS

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

6. EMPLOYEE STOCK OPTION SCHEME - 2025

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

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

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

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

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

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

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

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

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

7. SHARE CAPITAL

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

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

15.00. 00.000 (Rupees Fifteen Crores Only) divided into

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

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

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

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

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

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

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

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

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

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

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of the Board

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

Total No. of committees *

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

* Committee includes Audit Committee and Stakeholders Relationship Committee across all public limited companies including Vinsys IT Services India Limited.

** Excluding Section 8 company, struck off company, amalgamated company and LLPs.

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

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

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

Board Meetings

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

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

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

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

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

Name of the Director	Date of appointment		Date of cessation		Number of Board Meetings eligible to attend		Number of Board Meetings attended
Mr. Vikrant Shivajirao Patil	January 11,2008		-		7		7
Mrs. Vinaya Vikrant Patil	January 11,2008		-		7		7
Mr. Ravindra Kisanrao Kamthe	March 21, 2023		-		7		7
Name of the Director		Date of appointment		Date of cessation		Number of Board Meetings eligible to attend		Number of Board Meetings attended
Mr. Pradeep Maruti Nannajkar		March 22, 2023		-		7		7
Mr. Kaarthik Subramani Krishnamurthy		March 22, 2023		October 17, 2024		7		-

General Meetings

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

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

Disclosure by Directors

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

Independent Directors

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

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

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

Change in the Board Composition.

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

Appointment of Directors during the Financial Year 2024-2025

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

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

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

Nil

Resignation of Directors during the Financial Year 2024-2025

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

Retirement by rotation and subsequent re-appointment

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

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

KEY MANAGERIAL PERSONNEL

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

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

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

Nil

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

Nil

Performance evaluation

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

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

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

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

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

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

9. CHANGE IN REGISTERED OFFICE

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

10. DIRECTORS RESPONSIBILITY STATEMENT

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

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

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

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

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

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

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

11. A STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

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

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

12. COMMITTEES OF THE BOARD

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

A. Audit Committee

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

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

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

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

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

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

Vigil Mechanism / Whistle Blower Policy

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

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

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

B. Nomination and Remuneration Committee

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

The Company Secretary acts as a Secretary of the Committee.

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

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

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

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

Nomination and Remuneration Policy

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

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

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

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

C. Stakeholders Relationship Committee

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

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

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

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

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

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

13. PUBLIC DEPOSITS

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

14. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITY

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

15. ANNUAL RETURN

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

16. TRANSACTIONS WITH RELATED PARTIES

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

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

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

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

17. MATERIAL CHANGESANDCOMMITMENTS

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

18. PARTICULARS OF EMPLOYEES

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

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

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

19. INFORMATION ON SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

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

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

 

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

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

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

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

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

Following step-down subsidiaries are yest to commence operations:

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

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

21. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

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

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

Number of complaints received: 0

Number of complaints disposed of: 0

Number of complaints pending more than 90 days: 0

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

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

It is further declared that during the Financial Year 202425, four women employees of the Company applied for and availed herself of maternity leave and claimed benefits under the Act.

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING

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

22. RISK MANAGEMENT

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

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

CONSERVATION OF ENERGY

i) Steps taken / impact on conservation of energy:

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

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

Nil

iii) Capital investment on energy conservation equipments:

NIL

TECHNOLOGY ABSORPTION

i) The efforts made towards technology absorption:

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

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

Not Applicable

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

a. The details of technology imported: None

b. The year of import: None

c. Whether the technology has been fully absorbed: None

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

THE EXPENDITURES INCURRED ON RESEARCH AND DEVELOPMENT: NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

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

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

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

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

25. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

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

26. CORPORATE GOVERNANCE

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

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

27. CORPORATE SOCIAL RESPONSIBILITY

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

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

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

28. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

29. STATUTORY AUDITOR AND THEIR REPORT

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

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

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

30. REPORTING OF FRAUD

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

31. SECRETARIAL AUDITOR AND THEIR REPORT

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

Observations of the Secretarial Auditor

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

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

Management response

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

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

32. INTERNAL AUDITOR

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

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

33. MAINTENANCE OF COST RECORD

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

34. SIGNIFICANT / MATERIAL ORDERS PASSED BY THE REGULATORS

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

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

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

36. WEBSITE

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

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

37. GENERAL DISCLOSURE

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

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

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

2) There is no revision in the Boards Report or Financial Statement;

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

APPRECIATIONSANDACKNOWLEDGEMENTS

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

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

Registered Office:	For and on behalf of the Board of Directors
S. No 28/11-12, Shivaji Niketan,	Vinsys IT Services India Limited
CTS No. 458A, Tejas Housing Society	CIN L72200PN2008PLC131274
Near Mantri Park, Behind Dhondiba
Sutar Bus Stand, Kothrud, Pune 411038

 

	Vikrant Patil	Vinaya Patil
Place: Pune	Chairman and Managing Director	Whole Time Director
Date: 04.09.2025	DIN 00325383	DIN 00325458