virinchi ltd share price Directors report

Dear Members,

Your Directors have pleasure in presenting the report of the Business and Operations of your Company (the Company or Virinchi), along with the audited financial statements, for the financial year ended March 31, 2023. The Consolidated Performance of your Company and its subsidiaries has been referred to wherever required.

FINANCIAL SUMMARY OR HIGHLIGHTS

The summarized standalone and consolidated financial results of your Company and its subsidiary are given in the table below:

				Rs. In Lakhs
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Total Income	31557.38	36693.92	13677.73	13249.75
Profit before finance Cost, Depreciation & Amortization, Taxation & Exceptional Item	10986.01	10260.16	3813.86	3637.38
Less: Finance Cost	3309.46	2621.45	806.99	542.51
Depreciation and Amortization Expenses	5607.36	4827.40	1616.05	1791.23
Profit before Tax & Exceptional items	2069.19	2811.31	1390.82	1303.64
Less: Exceptional items	0.00	0.00	0.00	0.00
Profit Before Tax	2069.19	2811.31	1390.82	1303.64
Less: Tax Expenses	797.60	1399.43	147.84	66.93
Profit before minority interest	1271.58	1411.88	-	-
Less: Minority Interest	(13.32)	(18.66)	-	-
Profit After Tax	1284.90	1430.54	1242.97	1236.71

SUMMARY OF OPERATIONS, STATE OF COMPANYS AFFAIRS & FUTURE OUTLOOK

SUMMARY OF OPERATIONS:

CONSOLIDATED REVENUES:

The total consolidated income of the Company for the FY 2022-23 is Rs. 31557.38 Lakhs as against Rs. 36693.92 Lakhs in FY 2021-22.

STANDALONE REVENUES:

The total income of the Company for the FY 2022-23 is Rs.13677.73 Lakhs as against Rs. 13249.75 Lakhs in FY 2021-22.

CONSOLIDATED PROFITS:

Profit before Tax (PBT) stood at Rs. 2069.19 Lakhs as against Rs. 2811.31 Lakhs for the previous year.

Profit after Tax (PAT) stood at Rs.1284.90 Lakhs as against Rs. 1430.54 Lakhs for the previous year.

STANDALONE PROFITS:

Profit before Tax (PBT) stood at Rs.1390.82 Lakhs as against Rs. 1303.64 Lakhs for the previous year. Profit after Tax (PAT) stood at Rs. 1242.97 Lakhs as against Rs. 1236.71 Lakhs for the previous year.

There have been no material changes and commitments, which affect the financial position of the Company which have occurred between the end of the financial year (March 31, 2023) to which the financial statements relate and the dates of this report (August 30, 2023).

During the year under review, there is no change in nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.

FUTURE PROSPECTS AND OUTLOOK

AMOUNTS TRANSFERRED TO RESERVES

The Board of the company has decided to carry Rs. 1242.97 Lakhs to its Reserves.

DIVIDEND

Your directors did not recommend any dividend on shares for this year.

PERFORMANCE OF SUBSIDIARIES INFORMATION

Virinchi Healthcare Private Limited

Virinchi Healthcare Private Limited (VHPL) has three units in Hyderabad with a total operating bed capacity of 600 which can be enhanced to 800. The flagship hospital at Banjara Hills, Hyderabad with bed capacity of 400, delivers therapeutic care over 35 specialties. Virinchi has

a dedicated ciinicai team pursuing MoUs and medical partnerships with globally reputed institutions in the US, UK, China, Israel and other countries to deliver a unique Right to Science program to make global medical innovations available to Indian patients to treat previously incurable conditions.

The flagship hospital is led by leading doctors in the country offering the best of therapeutic and diagnostic care through some of the Industry Leading Medical Infrastructure including 3T fMRI, Ceiling Mounted IVUS Cath Lab, Dual Energy 128 Slice CT, 11 Fully Equipped Operation Theatres & widest range of in-house diagnostic capabilities.

All three units obtained the license from ICMR to screen RNA based viruses and the license to treat Covid-19 patients from the District Medical & Health Office, Hyderabad.

FY 2022-23 was completely a non-Covid year with all the revenues coming from regular medical therapeutic streams. The revenue and EBIT were Rs. 135.16 crores and Rs. 24.39 crores respectively. While the healthcare revenue and EBIT in FY 2021-22 were Rs. 179.83 crores and Rs. 31.09 crores respectively. The revenue and EBIT in FY 2022-23 were low compared to FY 2021-22 as Q1FY22 had Covid income of Rs. 71.33 crores, while the average income per quarter the last six to seven quarters has been around Rs. 35 Cr.

Virinchi Learning Private Limited

We have successfully trained and placed 200 students under NSDC program this year. We are planning to partner NSDC on few more training programs to increase the training potential so that rural youth can make the most out of this program. We have developed training material for 10 courses, of which 7 courses are approved by NSDC and 3 are awaiting approval. There is a dedicated learning portal for the students who enroll in our training programs. We have partnered with reputed hospitals to provide placements to the candidates trained under our NSDC program. Our next year plan is to soon expand the program across Andhra Pradesh and Telangana, attain more number of placement partners, and train as many aspirants as possible.

KSoft Systems Inc

M/s. KSoft Systems Inc., is in the business of software development through on-shore/off-shore model, IT Consulting services and Internet Data Centers. M/s. KSoft Systems Inc., provides IT Consulting services to various clients in the US in the domains of SAP, Oracle and other technologies.

For the year under review the total income is Rs. 79.12 crores as against Rs. 71.35 crores in 2021-22 and the PAT is Rs. 9.77 crores as against Rs.9.05 Crores in 2021-22.

Change in Capital Structure and Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited (BSE) .During the financial year 2023-24 we were listed on NSE also with effect from 3^rd May, 2023. During the year under review, 1,00,00,000 Convertible Warrants were allotted to the promoters and 10,00,000 Convertible Warrants were allotted to public under the Chapter V of the SEBI (ICDR) Regulations, 2018 and 43,18,500 shares allotted to the employees of the company under various esop plans. Consequently, the Equity Share Capital of your Company increased from 7,93,20,468 Equity shares of Rs.10/-each to 8,36,38,968 Equity shares of Rs.10/- each

Particulars	As at March 31, 2023		As at March 31, 2022
Equity Shares	Number of Shares	Rs.	Number of Shares	Rs.
Share capital
(a) Authorised Equity Shares of Rs.10/-each	15,00,00,000	150,00,00,000	15,00,00,000	150,00,00,000
(b) issued Subscribed and fully paid up: Equity Shares of Rs. 10/-each	8,36,38,968	83,63,89,680	7,93,20,468	79,32,04,680
	8,36,38,968	83,63,89,680	7,93,20,468	79,32,04,680

Reconciliation of Shares outstanding at the beginning and at the end of the reporting period:

Particulars	As at March 31, 2023		As at March 31, 2022
Equity Shares	Number of Shares	Rs.	Number of Shares	Rs.
Shares outstanding at the beginning of the year	7,93,20,468	79,32,04,680	3,69,93,567	36,99,35,670
Add: issued and allotted during the year
i. Allotment of shares pursuant to VESOS,2016 &2018	43,18,500	4,31,85,000	14,00,000	1,40,00,000
ii. Allotment of shares under preferential issue guidelines	-	-	12,66,667	1,26,66,670
iii. Issue and allotment of Bonus Shares	-	-	3,96,60,234	39,66,02,340
Less; Shares bought Back during the year	-	-	-	-
Shares outstanding at the end of the year	8,36,38,968	83,63,89,680	7,93,20,468	79,32,04,680

Terms/Rights and restrictions attached to the Equity Shares:

The Company has only one class of Equity Shares having a face value of Rs.10/-. Each Shareholder is eligible for one vote per every share held.

Preferential Issue of Shares

During the year the company has taken approval from Shareholders to issue 2,00,00,000 warrants to Promoters and various strategic investors under the SEBI( ICDR) Regulations, 2018. The Company has applied to stock exchange for the in-principle approval and the same is received from them. On March 31, 2023, allotted 1,00,00,000 Convertible Equity Warrants to the promoters and on Apri 14, 2023 allotted 10,00,000 Convertible Equity Warrants to the Public Shareholder.

Composition of the Board as on March 31, 2023 and Details of Board meetings:

Sl. No Name	Designation
1 M.V.Srinivasa Rao	Chairman & Whole Time Director, CFO
2 V. Satyanarayana	Vice-Chairman & Executive Director
3 K. Sri Kalyan	Non-independent and Non -Executive Director
4 K. Kalpana	Independent Director
5 K. Sunder	Independent Director
6 J. Suresh	Independent Director

Number of Board Meetings

During the year under review, 10 (Ten) Board meetings were held. The details are as under:

Sl. No	Date of Board Meeting	No. of Directors attended
1	May 20, 2022	6
2	July 12, 2022	6
3	July 25, 2022	6
4	August 29, 2022	6
5	October 20, 2022	6
6	November 9, 2022	6
7	November 23, 2022	6
8	January 27, 2023	6
9	February 8, 2023	6
10	March 31, 2023	5

Committees of the Board

The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, and Stakeholders Relationship Committee are reported in the Report on Corporate Governance which forms part of the Boards Report.

Meeting of Independent Directors

The details of the Separate meeting of the Independent Directors are reported in the Report on Corporate Governance which forms part of the Boards Report.

Familiarization Programme for Independent Directors

The details of the familiarization programme for the Independent Directors are reported in the Report on Corporate Governance which is attached to the Boards Report.

DECLARATION BY INDEPENDENT DIRECTORS

K. Kalpana, K. Sunder, J. Suresh are independent directors on the board of your company. In the opinion of the Board and as confirmed by these Directors, they fulfil the conditions specified in Section 149(6) of the Companies Act, 2013 ("the Act") and the Rules made thereunder, and under Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 about their status as Independent Directors of the Company.

Registration of Independent Directors with the Databank in the portal of Indian Institute of Corporate Affairs

Pursuant to notification dated 22^nd October, 2019 of Ministry of Corporate Affairs all the Independent Directors have registered themselves as Independent Director in the portal of Indian Institute for Corporate Affairs (IICA).

Opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year

During the year no independent directors are appointed. With regard to the proficiency, all the independent directors are exempted from taking the online assessment test as per the exemptions given by the Ministry of Corporate Affairs.

Changes in Directors and Key Managerial Personnel Appointments:

During the year under there were no appointments made in the Board. However Ms. Kunda Kalpana, independent Director whose First Term expired on 27^th August, 2022 has been re-appointed for another five years i.e till 27^th August, 2022.

Cessations:

During the year under review Mr. Sundar Kanaparthy Resigned to the Office of Director and the cessation is effective from 1^st April, 2023

Key Managerial Personnel

Mr.M.V.Srinivasa Rao, Whole Time Director & CFO, Mr. V. Satyanarayana, Vice Chairman & Executive Director and Mr. K. Ravindranath Tagore, Company Secretary are the Key Managerial Personnel (KMP) of the company in terms of the provisions of the Act.

Retirement of Directors:

In accordance with the provisions of Section 152 (6) of the Act and the Companys Articles of Association, Mr. M.V. Srinivasa Rao, Director retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. The Nomination and Remuneration Committee and the Board recommend his re-appointment for the approval of the Members of the Company at the forthcoming Annual General Meeting. Brief profile of Mr. M.V.Srinivasa Rao has been given in the Notice convening the Annual General Meeting.

Policy on Directors Appointment and Remuneration

The details of Policy on Directors appointment and Remuneration (i.e. Nomination and Remuneration Policy), criteria for determining qualifications, positive attributes, independence of directors are included in Report on Corporate Governance forming part of the Boards Report.

The details of the remuneration paid to the whole Time and Executive Directors are given in the Corporate Governance Report.

Transfer of unpaid/unclaimed dividend and corresponding equity shares

Pursuant to the provisions of Section 124(5) of the Companies Act, 2013, as amended, read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, dividend which remain unpaid or unclaimed for a period of 7 consecutive years will be transferred to the Investor Education and Protection Fund of the Central Government.

K. Ravindranath Tagore, Company Secretary is the nodal officer for the purpose of IEPF Rules.

Transfer of Shares to IEPF

As per Section 124(6) of the Companies Act 2013 all shares in respect of which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred by the Company to Investor Education and Protection Fund of the Central Government. The shareholders, whose shares are transferred to IEPF, can make an application to IEPF for the credit of shares to their account.

Annual Return:

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on March 31, 2023 is available on the Companys website and can be accessed at www.virinchi.com

Particulars of Loans, Guarantees Or Investments By the company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this annual report.

Contracts or arrangements with Related Parties

Related party transactions that were entered during the financial year were on an arms length basis and were in the ordinary course of business. The materially significant related party transactions with the Companys Promoters, Promoter Group, Directors, Senior Management Personnel or their relatives, which could have had a potential conflict with the interests of your Company have been carried out after the necessary approvals from shareholders. Please see the details of the same in form AOC-2 which is annexed as Annexure-4

Further all Related Party Transactions are placed before the Audit Committee for approval. Prior omnibus approval for normal company transactions is also obtained from the Audit Committee for the related party transactions which are of repetitive nature as well as for the normal company transactions which cannot be foreseen and accordingly the required disclosures are made to the Committee on quarterly basis in terms of the approval of the Committee.

Your Directors have on the recommendations of the Audit Committee, adopted a policy to regulate transactions between your Company and its Related Parties, in compliance with the applicable provisions of the Companies Act 2013, the Rules made thereunder and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015.

The Company formulated the Policy on dealing with Related Party Transactions. The policy is placed at the Companys website: www.virinchi.com.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI ( Listing obligations and Disclosure Requirements) Regulations, 2015 the board has carried out evaluation of its own performance, the performance of committees of the Board, namely Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee and also the Directors individually. The manner in which the evaluation was carried out and the process adopted has been mentioned out in the report on corporate Governance.

Corporate Social Responsibility Committee

In terms of section 135 and Schedule VII of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 made thereunder, the Board of Directors of your Company have constituted a CSR Committee.

Composition as on March 31, 2023

Sl. No Name	Designation	Chairman/ Member
1 K. Sunder*	Independent Director	Chairman
2 K. Sri Kalyan	Non-Executive Director	Member
3 M.V. Srinivasa Rao	Whole Time Director & CFO	Member
4 K. Kalpana**	Independent Director	Chairman

*Resigned with effective from 1^st April, 2023

**Appointed with effective from 1^st April, 2023

Terms of Reference

The Committee is primarily responsible for formulating and recommending to the Board of Directors a Corporate Social Responsibility (CSR) Policy and monitoring the same from time to time, amount of expenditure to be incurred on the activities pertaining to CSR and monitoring CSR activities.

CSR Policy

The Companys CSR Policy is disseminated on the Companys website at www.virinchi.com. During the year 2022-23, 2 ( Two) meetings of the Corporate Social Responsibility Committee were held.

CSR Expenditure during the year 2022-23

As per the Section 135(5) of the Companies Act, 2013, the Company shall ensure that an amount of 2% of the average Net Profits of the Company made during the three immediately preceding financial years shall be spent towards Corporate Social Responsibility activities. For the Financial Year 2022- 23, the amount to be spent towards CSR activities works out to 33.37 Lakhs. The Company has spent Rs.33.75 Lakhs towards the CSR activities in the financial year 2022-23. The detailed Report, on the CSR Activities is annexed to Boards Report at Annexure-2.

Material Subsidiary

Virinchi Health Care Private Limited and KSoft Systems Inc., are the Material subsidiaries of the company as per the thresholds laid down under the Listing Regulations. The Board of Directors of the Company has approved a Policy for determining material subsidiaries which is in line with the Listing Regulations as amended from time to time. The Policy has been uploaded on the Companys website at http://virinchi.com/pdf/materialitvPolicv.pdf

Sexual Harassment Policy

The company as required under the provisions of "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013 has framed a policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto. Internal complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, Contractual, temporary, trainees) are covered under this policy.

a. number of complaints filed during the financial year - NIL

b. number of complaints disposed of during the financial year -NIL

c. number of complaints pending as on end of the financial year - NIL

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year.

There are no applications made or any proceeding pending to report under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

During the year there is no one time settlements done with the Banks to report.

Governance Policies

At Virinchi, we strive to conduct our business and strengthen our relationships in a manner that is dignified, distinctive and responsible. We adhere to ethical standards to ensure integrity, transparency, independence and accountability in dealing with all stakeholders. Therefore, we have adopted various codes and policies to carry out our duties in an ethical manner. Some of these codes and policies are:

• Code of Conduct

• Code of Conduct for Prohibition of Insider Trading

• Whistle Blower Policy

• Code of Conduct for Board of Directors and Officers of Senior Management

• Policy for determining materiality for disclosure

• Document Retention and Archival Policy

• Sexual Harassment Policy

• Policy for Determining material subsidiary

The link for accessing the above policies is http:// corporate.virinchi.com/policies.php

Vigil mechanism / Whistle blower policy:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement, if any. In staying true to our values of Strength, Performance and Passion and in line with our vision, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. The Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. Whistle Blower Policy is posted on companys website under following link http:// virinchi.com/pdf/whistleBlowersPolicy.pdf

Risk Management Policy Risk Management

Currently, the Companys risk management approach comprises of the following:

• Governance of Risk

• Identification of Risk

• Assessment and control of Risk

The risks are being identified by a detailed study. Senior Management are analyzing and working in mitigating them through co-ordination among the various departments. Insurance coverage and personal accident coverage for lives of all employees are also being taken.

Your company puts in place the risk management framework, which helps to identify various risks cutting across its business lines. The risks are identified and are discussed by the representatives from various functions.

Presentation to the Board of Directors and the Audit Committee is made on risk management. The Board and the Audit Committee provides oversight and review the risk management policy.

Internal Control Systems and Adequacy

Your company has in place adequate systems of internal control commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses, executing transactions with proper authorization and ensuring compliance of internal policies. The Company has a well-defined delegation of power and defined limits for approving revenue as well as capital expenditure. Processes for formulating and reviewing annual and long term business plans have been laid down to ensure adequacy of the control system, adherence to the management instructions and legal compliances.

Internal audit

In terms of Section 138 of the Companies Act, 2013 and the relevant Rules, the Company appointed M/s. K.L.V S Prasad Rao & Co Chartered Accountants as an Independent

Internal Auditor .The Internal Auditor directly reports to the Audit Committee.

Independent Auditors, their Report and Notes to Financial Statements

M/s. P Murali & Co., Chartered Accountants, (ICAI firm Registration Number :007257S) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years from the conclusion of the 33^rd Annual General Meeting (AGM) held on 28^th September, 2022 until the conclusion of 38^th AGM of the company to be held in the year 2027.

The Auditors Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

Auditors Certificate on Corporate Governance

As required under Regulation 34 (3) read with schedule V (E) of the SEBI (LODR) Regulations, 2015, Auditors certificate on corporate governance is enclosed as Annexure-7 to Boards Report.

Compliance with Secretarial Standards

The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Secretarial audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Mr. G.Vinay Babu, Practicing Company Secretary, to undertake the Secretarial Audit of your Company. The Report of the Secretarial Audit is annexed as Annexure - 5.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Annual Secretarial Compliance Report

A Secretarial Compliance Report for the financial year ended March 31, 2023, on compliance of all applicable SEBI Regulations and circulars / guidelines, issued by M/s. G. Vinay Babu., Practicing Company Secretary, was submitted to BSE Limited and NSE Limited.

Listing at Stock Exchanges

The equity shares of your Company continue to be listed and traded on the BSE Limited. The Annual Listing fee for the year 2023-24 has been paid to the stock exchange.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, confirm that:

a) In the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards had been followed and there are no material departures.

b) The directors have selected appropriate accounting policies and applied them consistently and have 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 financial year and of the profit of the company for that period.

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

d) We have prepared the annual accounts for the financial year ended March 31, 2023 on a going concern basis.

e) The Directors have laid down internal financial controls, which are adequate and are operating effectively.

f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended March 31, 2023.

Expiry of 3,50,00,000 convertible equity warrants

The company passed a special resolution for an issue of 3,50,00,000 convertible equity warrants of Rs.150/- (Face Value Rs.10 and Premium of Rs.140) through postal ballot and the process is successfully completed on 18^th February, 2022 and the resolutions are approved by the shareholders with thumping votes. The BSE issue in-principle approval for the preferential allotment of convertible equity warrants. However Due to Russias invasion triggered huge worries about global growth and inflation. The market conditions at the time of issue of Warrants and at the time of exercise is completely different and the proposed investors sent letters requesting for extension of time to subscribe the warrants as the market conditions are not suitable for them to raise the necessary funds. The company sent necessary application to BSE for the grant of extension of time . However the company has not received any extension of time and the said warrants expired on 6^th April, 2022.

Significant and Material Orders Passed by the Regulators

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operation in future.

Names of companies which have become or ceased to be, its Subsidiaries, joint ventures or Associate companies:

No company have become or ceased to be Subsidiary during the year. The company dont have any Joint Ventures & Associate companies to report.

Public Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

Consolidated Financial Statements

Pursuant to Regulation 33 of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, the consolidated financial statements prepared as per companies Act, 2013 and applicable Accounting Standards, duly audited forms part of the Annual Report.

Consolidated financial statements incorporating the operations of the company, its subsidiaries are appended. As required under the provisions of the Act, a statement showing the salient features of the financial Statements of the subsidiaries is enclosed to this report.

The financial statements of the subsidiary companies will be made available to the members of the company and its subsidiary companies on request and will also be kept for inspection in the registered office of the company.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries/ Associate Companies/Joint Ventures is given in Form AOC-1 as Annexure-3 which forms an integral part of this Report.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds committed in the Company by its officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

Details about Employees Stock Option Scheme

Disclosures pursuant to Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 is available on the Companys website and can be accessed at www.virinchi.com

Maintenance of Cost Records

The maintenance of Cost Records as specified by the Central Government under section 148(1) of Companies Act, 2013 is not applicable.

Report on Corporate Governance

Corporate Governance Report is set out as separate Annexure to this Report.

Management Discussion and Analysis Report

Managements Discussion and Analysis report for the year under review as stipulated under Regulation 34(2) (e) SEBI (LODR) Regulation, 2015 of the Listing Agreement with the stock exchanges is presented in a separate section forming part of the Annual report.

Statutory Information And Other Disclosures

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed as Annexure -6 and forms an integral part of this Report. The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure 1 and forms an integral part of this Report. A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The above Annexure is not being sent along with this annual report to the members of the Company in line with the provisions of Section 136 of the Act.

Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by Members at the Registered Office of the Company, 21 days before and up to the date of the ensuing Annual General Meeting during the business hours on working days.

Acknowledgments

Your directors would like to place on record their appreciation of support, co-operation and assistance received from the companys clients, Central Government authorities, bankers, shareholders and suppliers. The board wishes to convey its appreciation for hard work, solidarity, cooperation and support put in by the companys employees at all levels in enabling such growth.

	For Virinchi Limited
	M.V. Srinivasa Rao
Date: 30/08/2023	Chairman & Whole Time Director
Place: Hyderabad	DIN:00816334