VXL Instruments Ltd

Although plan was to achieve better results in the year that has passed, the company could not achieve the expected target. This primarily was due to the lack of orders from the European customers.

The continuing war and the recessionary trends have taken a toll on the receivable from the customers. Domestic orders have covered up to a certain extent but not adequate enough to fill up the entire gap.

The R&D Team is working in hybrid mode, whereas the Manufacturing division employees are in physical working mode. Due to this arrangement, the company could vacate one floor in the Corporate Office at Bangalore thus saving costs on the rentals and power. Your Board is pleased to inform that the above arrangement has not affected the productivity adversely. Your Company has delivered all the orders received on time. Further, R&D developed customized solutions in embedded/ applicable software and thin client hardware, to customers. These solutions were well accepted and appreciated by the customers.

FUTURE PROSPECTS

The trend of customers adopting cloud-based solutions in a big way continues, which is beneficial to the Company since the Company specializes in providing the end point solutions in the form of Thin clients. The Company is also looking at providing further value added offering to our exiting customers

In view of the losses, the question of transferring any amount to Reserves does not arise.

There were no changes in the Share Capital of the Company during the financial year. Capital structure remained as follows:

Authorized Share Capital–Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each. Issued Share Capital–Rs. 13,35,00,000/- divided into 1,33,50,000 Equity Shares of Rs. 10/- each fully paid. Paid up Share Capital –Rs. 13,32,48,000/- divided into 1,33,24,800 Equity Shares of Rs. 10/- each fully paid.

Disclosure regarding Issue of Equity Shares with Differential Voting Rights

During the financial year under review, the Company has not issued Shares with Differential Voting Rights.

Disclosure regarding issue of Employee Stock Options

During the financial year under review, the Company has not issued Shares under Employee Stock Options.

Disclosure regarding issue of Sweat Equity Shares

During the financial year under review, the Company has not issued Sweat Equity Shares.

BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

There were no material changes and commitments which occurred, between the end of the financial year and the date of the Report, which affect the financial position of the Company.

There are no material events after 31^st March, 2024 till the date of signing of the Financial Statements.

There were no changes in the nature of business during the year under review as prescribed in Rule 8(ii) of the Companies (Accounts) Rules, 2014.

Whilst the Directors understand the sentiments of the Investors, the financial year that has passed, does not enable the Board to recommend any Dividend. The Board regrets its inability to recommend any Dividend.

However, the Directors will strive hard to bring the Company back to Dividend track before long and the improving performance of the Company is hoped to continue to facilitate consideration of Dividend in the days to come.

The Meetings of the Board are held at regular intervals with a time gap of not more than 120 days between two consecutive Meetings. Additional Meetings of the Board of Directors are held when necessary.

The Agenda of the Meeting is circulated to the Directors in advance. Minutes of the Meetings of the Board of Directors are circulated amongst the Members of the Board for their perusal.

The Board of Directors duly met Five (5) times during the financial year on 26^th May, 2023, 10^th August, 2023, 7^th November, 2023, 8^th February, 2024 and 29^th March, 2024.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board and Key Managerial Personnel is as follows on 31.03.2024:

Notes: 1. Mr Vittal Mangalore Shetty and Ms Anita Jaiswal resigned from their offices of Whole Time Director and Independent Director respectively effective from 30.4.2024 and 29.03.2024.

2. Ms Sachi Lakhotia and Mr Mahesh Kumar V resigned from the offices of Company Secretary & Compliance Officer and Chief Financial Officer from 10^th April, 2024 and 4^th May, 2024 respectively.

Changes in the Board Composition During the year:

There were no changes in the Board Composition during the year except cessation of office of Director by Ms Anita Jaiswal.

11. INDEPENDENT DIRECTORS:

As required by the Companies (Appointment and Qualification of Directors) Fifth Amendment Rules, 2019 and the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019, Ms. Hema Kiran Thakur and Ms. Anita Jaiswal have registered their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Annual Declarations received from both of them for the year 2023-24 contain affirmations regarding registrations in the data bank.

The Board has its opinion with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year as per provisions of Companies (Account) Rules, 2014.

Securities and Exchange Board of India (Listing Regulations and Disclosure Requirements) Regulations, 2018 ("the Listing Regulations") have changed the evaluation criteria of Independent Directors from April 1, 2019. As per the amendment, evaluation of Independent Directors by the entire Board shall include:

(a) Performance of Directors and

(b) Fulfilment of independence criteria as specified in the Listing Regulations, and their independence from the management.

The Board has evaluated the Independent Directors and confirms that Ms. Hema Kiran Thakur and Ms. Anita Jaiswal fulfilled the independence criteria as specified in the Listing Regulations and their independence from the management.

The Company has received necessary declaration 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 and Regulation 25 of the Listing Regulations (Annexure I).

Details on terms of appointment of Independent Directors and the familiarization program have been displayed on website of the Company at https://www.vxl.net/investors/independent-directors and https://www.vxl.net/investors/disclosures respectively.

12. COMMITTEES OF THE BOARD:

Currently, the Board has three (3) Committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee. A detailed note on the composition of Committees and other related particulars are provided in the Report on Corporate Governance forming part of this Report.

However, Ms Anita Jaiswal resigned from the office of Independent Director with effect from 29^th March, 2024.

As on 31^st March, 2024, the Committees were comprised as follows:

*Ms. Anita Jaiswal resigned from the Board with effect from 29^th March ,2024 and subsequently from the Committee.

** Mr. Vittal Mangalore Shetty resigned from the Board on 29^th March, 2024 effective from 30^th April, 2024 and subsequently from the Committee.

*Ms. Anita Jaiswal resigned from the Board with effect from 29^th March ,2024 and subsequently from the Committee.

STAKEHOLDERS' RELATIONSHIP COMMITTEE:

*Ms. Anita Jaiswal resigned from the Board with effect from 29^th March ,2024 and subsequently from the Committee.

** Mr. Vittal Mangalore Shetty resigned from the Board on 29^th March, 2024 effective from 30^th April, 2024 and subsequently from the Committee.

13. NOMINATION AND REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a Policy for selection and appointment of Directors, Senior Management and for other employees and their remuneration. The same has been disclosed on the website of the Company at https://www.vxl.net/investors/nomination-remuneration-policy.

The Composition, criteria for selection of Directors and the terms of reference of the Nomination and Remuneration Committee is stated in the Corporate Governance Report.

14. RISK MANAGEMENT POLICY:

The Company has not yet formulated a Risk Management Policy and has in place a mechanism to in form the Board/Audit Committee Members about risk assessment and minimization procedures and undertakes periodical review to ensure that executive management controls risk by means of a properly designed framework.

15. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established an effective Vigil Mechanism pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the Listing Regulations which is available on website of the Company at http://www.vxl.net/percheditor/resources/vxlwhistleblowerpolicy and there were no cases reported during the period under review.

16. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY:

The Company has not given any loan or guarantees covered under the provisions of Section 186 of the Companies Act, 2013.

17. DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(3)(c) of the Companies Act, 2013, the Directors hereby confirm that:

a) In the preparation of the Financial Statements, the applicable Accounting Standards had been followed along with proper explanation relating to 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 at the end of the financial year and of the profit and loss of the Company for that period;

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

d) The Directors had prepared the Financial Statements on a going concern basis;

e) The Directors had laid down 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.

18. ANNUAL RETURN:

As required under Section 92(3) of the Companies Act, 2013 and rule 12 of the Companies (Management and Administration) Rules, 2014 read with Companies Amendment Act, 2020, an annual return in MGT-7 is placed in the website of the Company i.e. https://www.vxl.net/investors/disclosures

19. STATUTORY AUDITORS:

Messrs YCRJ & Associates, Chartered Accountants (ICAI Firm Registration No. 006927S) were appointed as the Statutory Auditors of the Company for a period of 5 (Five) years from the conclusion of the 36^th Annual General Meeting up to the conclusion of the 41^st Annual General Meeting.

As per the Companies (Amendment) Act, 2017 and Rules made there under, with effect from 7^th May, 2018, the Central Government notified the omission of the requirement related to ratification of appointment of Statutory Auditors by Members at every Annual General Meeting. Accordingly, the Resolution for ratification has not been placed before the Members.

QUALIFICATIONS IN THE AUDIT REPORT:

Following are the qualifications or observations made by the Auditors in their Audit Report. And Explanations by the Board on the comments of Statutory Auditors:

20. SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Vijayakrishna KT, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor in the form of MR-3 is annexed to this Report as Annexure - II.

There were no qualifications or observations by the Secretarial Auditor in Secretarial Audit Report.

21. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A)Conservation of energy:

(B)Technology absorption:

(C) Research and Development (R&D)

(D)Foreign exchange earnings and Outgo

22. DEPOSITS:

The Company has not invited/accepted/renewed any deposits from public as defined under the provisions of Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment on or before 31^st March, 2024.

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company continued to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Company's management at all levels of the organization. The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors. The Directors have laid down internal financial controls to be followed by the Company and such policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

24. MATERIAL ORDER PASSED BY ANY COURT OR REGULATOR OR TRIBUNAL IMPACTING GOING CONCERN STATUS OF COMPANY:

No order was passed by any court or tribunal during the period under review which impacts going concern status of the Company.

25. RELATED PARTY TRANSACTIONS (RPTs):

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval.

The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. Web link for the same is https://www.vxl.net/investors/disclosures. Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) of the Companies Act, 2013 in Form AOC- 2 annexed to this Report as Annexure - III.

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

Your Company recognizes the critical significance of competent and experienced employees. The team VXL Instruments continued to stand by the Company during tiring and tough times and your Board places its appreciation for these relentless efforts, untiring dedication and sense of belongingness exhibited by the employees at all levels. Your Company focuses on long term Human Resources planning aimed at managing change more efficiently, grooming internal talent for future roles and also driving efficiency within the Organization. Certain cases relating to workmen, which were pending earlier have been resolved fully. Industrial relations have been cordial and constructive, which have helped your Company to meet customers' demands.

27. DETAILS OF HOLDING COMPANY/SUBSIDIARIES/JV:

VXL Instruments Limited, UK, a Subsidiary Company was wound up by the Hon'ble High Court of Justice, Chancery Division, Companies Court, United Kingdom vide its Order dated 7^th November, 2016. Further, to the Insolvency Proceedings under the Insolvency Act, 1986, VXL Instruments Limited, UK was dissolved on 11^th March, 2018. Pursuant to this, the Company has requested permission from the Reserve Bank of India for writing off the Investments of ? 108,000 in the Joint Venture.

28. ANNUAL BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, Board Committees and individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

29. CORPORATE SOCIAL RESPONSIBILITY:

Since the Company does not meet the criteria for the applicability of Section 135 of the Companies Act read with the Companies (Accounts) Rules, 2015, the same is not applicable.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5(1)(2)(3) of the Companies (Appointment and Remuneration) Rules, 2014, details/ disclosures of Ratio of Remuneration to each Director to the median employee's remuneration is annexed to this report as Annexure-IV.

31. LISTING WITH STOCK EXCHANGE:

The Company confirms that it has paid the Annual Listing fees for the Financial Year 2024-25 to BSE Limited where the Company's Shares are listed.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION:

A separate Report on Corporate Governance in terms of Regulation 34 of the Listing Regulations along with a Certificate from a Practising Company Secretary regarding compliance to the conditions stipulated under Chapter IV of the Listing Regulations is attached to this report as Annexure V.

33. CAPITAL EXPENDITURE:

There were no capital expenditures during the year under report.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. 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. The following is a summary of sexual harassment complaints received and disposed off during the Financial Year 2023-24: No. of complaints received: NIL No. of complaints disposed off: NIL

35. MANAGEMENT DISCUSSION AND ANALYSIS:

As per the Listing Regulations, the Management Discussion and Analysis forms part of this report.

ECONOMIC SCENARIO AND OUTLOOK

Although Covid 19 is behind us, the Ukraine war is dragging on. Recessionary trends in the western market are affecting out export business. Component availability has improved marginally. While situation is improving, the raw material cost is increasing as well. The Company is trying its best to overcome the challenges by judicious planning and execution.

INDUSTRY OUTLOOK AND OPPORTUNITIES

Historically, IIP has been a good indicator for business sentiments in Capital Goods Order Intake. Industrial production Index of India in Feb 2023 rose 5.6% beating many peers. The S&P Global India Manufacturing PMI also increased in March beating market expectations. The March PMI index is at a 3-month high, due to faster expansions in both new orders and output, amid a post Covid 19 spurt in demand. Business scenario in India is optimistic whereas the western market scenario is uncertain. The Company keeps developing new customized solutions which are well accepted by the customers. Microsoft have released new Windows Embedded products with better security features which are the need of the hour. Moreover, customers are adopting cloud computing at a fast pace. There is an exciting new opportunity the company is working on in the QSR (Quick Service Restaurant) line. All this help our business to grow next year.

36. DISCLOSURE REQUIREMENTS:

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 from time to time and that such systems are adequate and operating effectively.

37. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met on 8^th February, 2024 during the year to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence.

38. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No Director has received any commission from your Company.

39. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

There are no employees receiving remuneration more than Rs. 1,02,00,000/- (Rupees One Crore Two Lakhs only) per annum and /or Rs. 8,50,000/- (Rupees Eight Lakhs Fifty Thousand only) per month. Therefore, statement/disclosure pursuant to Sub Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required.

There are no employees posted and working in a country outside India, not being Directors or relatives, drawing more than Rs. 60,00,000/- (Rupees Sixty Lakhs only) per financial year or Rs. 5,00,000/- (Rupees Five Lakhs only) per month as the case may be. Therefore, statement/disclosure pursuant to Sub Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not required to be circulated to the members and is not attached to the Annual Report.

40. INVESTORS' EDUCATION AND PROTECTION FUND:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed Dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the Rules, the Shares on which Dividend has not been paid or claimed by the Shareholders for seven consecutive years or more shall also be transferred to the Demat account of the IEPF Authority.

During the year under review there were no unpaid or unclaimed amounts required to be transferred to IEPF account.

41. REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

42. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

43. MAINTENANCE OF COST RECORDS:

The Company has maintained the Cost Records as specified by the Central Government under Sub-Section (1) of Section 148 of the Companies Act, 2013.

44. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

As per the Secretarial Standards-4 in case the company has revised its financial statement or the Report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

In your Company there is no revision of Financial Statement in any of the three preceding financial years under consideration.

45. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC):

There is no such process initiated during the year, therefore said clause is not applicable to the Company.

46. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

There were no such events took place during the year under consideration.

47. CREDIT RATING OF SECURITIES

Your Company has not obtained any rating from the credit rating agency for the securities during the year. Therefore, the said clause is not applicable to the Company.

48. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Government of India, Government of Maharashtra, Government of Karnataka, Company's Bankers, Customers, Principals, Business Associates and other Acquaintances. Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in future also.