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Vakrangee Limited Capital/Financing Update 2025

Nov 12, 2025

59251_rns_2025-11-12_8de7135b-f182-456a-bb89-db2f96b5f51c.pdf

Capital/Financing Update

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Vakrangee Limited “Vakrangee Corporate House”, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri (East), Mumbai - 400093. Maharashtra, W: www.vakrangee.in | L:+91 22 6776 5100 CIN: L65990MH1990PLC056669

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VKL/C&L/2025/75

November 12, 2025

To,

Department of Corporate Relationship
BSE Ltd.
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort,
Mumbai - 400001
Scrip Code – 511431		 Corporate Relationship Department
National Stock Exchange of India Ltd.
Exchange Plaza, C-1, Block G,
Bandra Kurla Complex,
Bandra (East), Mumbai - 400 051
Symbol: VAKRANGEE

Sub.: Monitoring Agency Report for the Quarter and Half Year ended September 30, 2025

Dear Sir/Madam,

Pursuant to the Regulation 32(6) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Regulation 162A of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, enclosed herewith is the Monitoring Agency Report for the Quarter and Half Year ended September 30, 2025 issued by CARE Ratings Limited, Monitoring Agency for the utilisation of the proceeds raised through preferential issue.

The aforesaid information is also being made available on the website of the Company at www.vakrangee.in

We request you to kindly take the same on record.

Thanking you,

Yours faithfully,

For Vakrangee Limited

Digitally signed by AMIT VIJAY GADGIL DN: c=IN, o=PERSONAL, title=5553, pseudonym=d1c4d731645648e2bd78467563 AMIT VIJAY 23dd37, 2.5.4.20=98c6d69eeddb1d172fbc1b83410d8 0bac86a916ecbcb6aeb18a9b975664efe71, postalCode=400057, st=Maharashtra, GADGIL serialNumber=9c93d8231afd6a9a378c785fcb e636d6062f3c897e2faec047176b6fc6f3bae7, cn=AMIT VIJAY GADGIL

Amit Gadgil Company Secretary & Compliance Officer (ACS: 49442)

Encl: As above

Monitoring Agency Report

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No. CARE/HO/GEN/2025-26/1167

The Board of Directors

Vakrangee Limited

Plot No.93, Road No.16, Vakrangee House, Marol Co.op Industrial Estate, Kandivali, Off. M.V. Road, Marol, Andheri (East) Mumbai- 400093

November 12, 2025

Dear Sir/Ma’am,

Monitoring Agency Report for the quarter ended September 30, 2025 - in relation to the Preferential issue of Vakrangee Limited (“the Company”)

We write in our capacity of Monitoring Agency for the Preferential Issue for the amount aggregating to Rs. 162 crore of the Company and refer to our duties cast under 162A of the Securities & Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations.

In this connection, we are enclosing the Monitoring Agency Report for the quarter ended September 30,2025 as per aforesaid SEBI Regulations and Monitoring Agency Agreement dated February 07, 2024.

Request you to kindly take the same on records.

Thanking you, Yours faithfully,

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Ashish A Kambli

Associate Director

[email protected]

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Monitoring Agency Report

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Report of the Monitoring Agency

Name of the issuer: Vakrangee Limited For quarter ended: September 30, 2025. Name of the Monitoring Agency: CARE Ratings Limited (a) Deviation from the objects: NIL (b) Range of Deviation: NIL

Declaration:

We declare that this report provides an objective view of the utilization of the issue proceeds in relation to the objects of the issue based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The MA does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives. This Report is not intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever for loss or damage from the use of the said information. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever. Nothing mentioned in this report is intended to or should be construed as creating a fiduciary relationship between the MA and any issuer or between the agency and any user of this report. The MA and its affiliates also do not act as an expert as defined under Section 2(38) of the Companies Act, 2013.

The MA or its affiliates may have credit rating or other commercial transactions with the entity to which the report pertains and may receive separate compensation for its ratings and certain credit related analyses. We confirm that there is no conflict of interest in such relationship/interest while monitoring and reporting the utilization of the issue proceeds by the issuer, or while undertaking credit rating or other commercial transactions with the entity.

We have submitted the report herewith in line with the format prescribed by SEBI, capturing our comments, where applicable. There are certain sections of the report under the title “Comments of the Board of Directors”, that shall be captured by the Issuer’s Management / Audit Committee of the Board of Directors subsequent to the MA submitting their report to the issuer and before dissemination of the report through stock exchanges. These sections have not been reviewed by the MA, and the MA takes no responsibility for such comments of the issuer’s Management/Board.

Signature: Name of the Authorized Signatory: Ashish A Kambli Designation of Authorized person/Signing Authority: Associate Director

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Monitoring Agency Report

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1) Issuer Details:

Name of the issuer Name of the promoter

: Vakrangee Limited : Vakrangee Holdings Private Limited NJD Capital Private Limited Ms. Jyoti Dinesh Nandwana Dinesh Nandwana (HUF)

Industry/sector to which it belongs : IT Enabled Services

2) Issue Details

Issue Period : 18 months from date of allotment Type of issue (public/rights) : Share warrants issued to Promoter Group and Non- Promoter Category Type of specified securities : Warrants convertible into equity shares IPO Grading, if any : Not applicable Issue size (in crore) : Rs. 162 crore (Note 1)

Note 1:

The company offered 6,00,00,000 fully convertible warrants each convertible into 1 (One) Equity Share of face value of Rs. 1/- (Rupees One Only) each to the ‘Promoter Group and Non-Promoter group, on a preferential basis, in one or more tranches, at an issue price of Rs 27/- (Rupees Twenty-Seven Only) each, for an aggregate amount of up to Rs. 162.00 crore

3) Details of the arrangement made to ensure the monitoring of issue proceeds:

Particulars Reply Source of information /
certifications considered
by Monitoring Agency for
preparation of report		 Comments of the
Monitoring Agency		 Comments of the
Board of Directors
Whether all utilization is as per the disclosures in the Offer
Document?		 Yes Notice of Postal Ballot,
Chartered Accountant
certificate, MA Account
statement, Board Resolution
dated November 06, 2025		 The company had revised the total cost of
objects to Rs. 88.94 crore from Rs. 162.00
crore
vide
board
resolution
dated
November 06, 2025, as the period for
conversion of warrants has been lapsed on
September 30, 2025 and residual warrants
aggregating
to
3,63,33,433
stands
forfeited. All proceeds have been utilized
as per the offer document and revised cost

1

Monitoring Agency Report

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Particulars Reply Source of information /
certifications considered
by Monitoring Agency for
preparation of report		 Comments of the
Monitoring Agency		 Comments of the
Board of Directors
of objects as approved by the board.
Whether shareholder approval has been obtained in case
of material deviations# from expenditures disclosed in the
Offer Document?		 Not
applicable		 Not applicable Nil
Whether the means of finance for the disclosed objects of
the issue have changed?		 Yes Board resolutions dated
November 06, 2025, and
information submitted by
management		 The company had revised the total cost of
objects to Rs. 88.94 crore from Rs. 162.00
crore
vide
board
resolution
dated
November 06, 2025, as the period for
conversion of warrants has been lapsed on
September 30, 2025, and residual warrants
aggregating to 3,63,33,433 warrants stand
forfeited. The forfeited warrants include 2
crore
warrants
subscribed
by
the
promoters (100% of the warrants issued)
and
1,63,33,333
warrants
by
non-
promoters’ group (41% warrants issued).
Is there any major deviation observed over the earlier
monitoring agency reports?		 No Previous Monitoring Agency
Report		 Not applicable
Whether all Government/statutory approvals related to
the object(s) have been obtained?		 No Not applicable Not applicable
Whether all arrangements pertaining to technical
assistance/collaboration are in operation?		 Not
Applicable		 Not applicable Not applicable
Are there any favorable/unfavorable events affecting the
viability of these object(s)?		 Yes Postal Ballot Notice, Board
Resolutions dated November
06, 2025		 The share price stood at Rs. 8.12 on
September 30, 2025 which is substantially
below the warrant exercise price of Rs. 27.
The company was not able to raise the
balance
Rs.73.06
crore
from
the
subscribed warrants, as the 18 months
period for receiving the issue proceeds
starting from the allotment date of March
30, 2024 expired on September 30, 2025.

2

Monitoring Agency Report

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Particulars Reply Source of information /
certifications considered
by Monitoring Agency for
preparation of report		 Comments of the
Monitoring Agency		 Comments of the
Board of Directors
as per the board resolution, 3,63,33,333
warrants stand forfeited The non-receipt of
the remaining subscription may adversely
affect the object's viability.
Is there any other relevant information that may
materially affect the decision making of the investors?		 Yes Exchange website Share price volatility:
The share price has been volatile, declining
67%
since
the
preferential
issue
announcement and 78% from its peak.
The share price stood at Rs. 8.12 on Sept
30, 2025 which is substantially below the
warrant exercise price of Rs. 27 and
thereby affecting the conversion of the
remaining warrants
Resignation
of
Non-Executive
Independent Director:
One of the Non-Executive Independent
Director has resigned during the quarter.
  • CA certificate from M/s. S K Patodia & Associates LLP dated November 05, 2025.

Where material deviation may be defined to mean:

a) Deviation in the objects or purposes for which the funds have been raised

b) Deviation in the amount of funds actually utilized by more than 10% of the amount projected in the offer documents.

3

Monitoring Agency Report

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4) Details of objects to be monitored:

(i) Cost of objects –

Sr.
No		 Item
Head		 Source of information /
certifications considered by
Monitoring Agency for
preparation of report		 Original cost
(as per the
Offer
Document) in
Rs. Crore		 Comments of the Board of Directors Comments of the Board of Directors Comments of the Board of Directors
^Revised Cost
in Rs. Crore		 Comments of the
Monitoring Agency		 Reason
for cost
revision		 Proposed
financing option		 Particulars of
-firm
arrangements
made
1 Expansion of Business As per Notice of Postal Ballot and
Chartered Accountant Certificate
and board resolution dated
November 06, 2025		 10.00 1.00 The cost has been
revised as the period
for
conversion
of
warrants has been
lapsed on September
30, 2025 and residual
warrants aggregating
to 3,63,33,433
stands forfeited. The
revised cost approved
by the board as per
resolution
dated
November 06, 2025.
2 Repayment of Secured /
Unsecured Loans / Creditors		 As per Notice of Postal Ballot and
Chartered Accountant Certificate
and board resolution dated
November 06, 2025		 72.00 50.64
3 Strategic Investment As per Notice of Postal Ballot and
Chartered Accountant Certificate
and board resolution dated
November 06, 2025		 35.00 32.19
4 Investment in Subsidiaries As per Notice of Postal Ballot and
Chartered Accountant Certificate
and board resolution dated
November 06, 2025		 5.00 0.00
5 Working Capital for existing
business		 As per Notice of Postal Ballot and
Chartered Accountant Certificate
and board resolution dated
November 06, 2025		 25.00 0.10
6 General Corporate Purposes As per Notice of Postal Ballot,
Chartered Accountant Certificate
and Revised Board Resolution#
and board resolution dated
November 06, 2025		 15.00 5.01
Total 162.00 88.94

  • *Here” Postal Ballot notice” is the offer document, containing details related to preferential issue.

  • *CA certificate from M/s. S K Patodia & Associates LLP dated November 05, 2025.

As per the revised board resolution dated August 12, 2024, the payment of dividend has been allocated towards General Corporate Purposes from the money raised out of the preferential issue of the company.

^ As per revised cost of objects approved by the board resolution dated November 06, 2025

4

Monitoring Agency Report

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(ii) Progress in the objects– (ii) Progress in the objects–
Sr
.
N
o		 Source of
 ^ Amount utilised in Rs. Crore Total
unutilised
amount
in Rs.
crore		 Amount
to be
received		 Comments of
the Monitoring
Agency		 Comments of the Board
of Directors
Amount as Revis
ed cost
Rs. in
crore		 Amount
raised
information /
 proposed
 As at
beginnin
g of the
quarter
in Rs.
Crore		 During
the
quarte
r in
Rs.
Crore		 At the
end of
the
quarter
in Rs.
Crore		 Reasons
for idle
funds		 Proposed
course of
action
Item certifications
 in the
Head considered by
Monitoring Agency
for preparation of
report		 Offer
Document
in Rs.
Crore
1 Expansion
of Business		 As per Notice of Postal
Ballot, CA Certificate*
and Equipment
Purchase Order Invoice		 10.00 1.00 88.94 1.00 - 1.00 0.00 0.00 There is nil
utilization during
the quarter.
2 Repayment
of Secured /
Unsecured
Loans /
Creditors		 CA Certificate*, Banker
email and Bank
statement (MA Account
bank statements and
CC A/c bank statement)		 72.00 50.64 50.64 - 50.64 0.00 There is nil
utilization during
the quarter.
3 Strategic
Investment		 As per Notice of Postal
Ballot, Share Purchase
Agreements, CA
Certificate* and share
purchase agreement		 35.00 32.19 32.19 - 32.19 0.00 There is nil
utilization during
the quarter.
4 Investment
in
Subsidiaries		 As per Notice of Postal
Ballot, CA Certificate*		 5.00 0.00 - - - 0.00 There is nil
utilization during
the quarter.
5 Working
Capital for
existing
business		 As per Notice of Postal
Ballot, CA Certificate*		 25.00 0.10 - 0.10 0.10 0.00 The funds received
from
issue
proceeds
were
utilized
towards
working
capital
purpose
viz.
vendor
payment,
which are as per
the objects of the
issue. Further, MA
has verified the
invoices and also
relied
on
CA
certificate.

5

Monitoring Agency Report

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Sr
.
N
o		 Source of
 ^ Amount utilised in Rs. Crore Amount utilised in Rs. Crore Amount utilised in Rs. Crore Total
unutilised
amount
in Rs.
crore		 Amount
to be
received		 Comments of
the Monitoring
Agency		 Comments of the Board
of Directors		 Comments of the Board
of Directors
Amount as Revis
ed cost
Rs. in
crore		 Amount
raised
information /
 proposed
 As at
beginnin
g of the
quarter
in Rs.
Crore		 During
the
quarte
r in
Rs.
Crore		 At the
end of
the
quarter
in Rs.
Crore		 Reasons
for idle
funds		 Proposed
course of
action
Item certifications
 in the
Head considered by
Monitoring Agency
for preparation of
report		 Offer
Document
in Rs.
Crore
6 General
Corporate
Purposes		 As per Notice of Postal
Ballot, CA Certificate*
bank statement of
dividend account which
is with Axis Bank and
Revised Board
Resolution		 15.00 5.01 5.01 - 5.01 0.00 There is nil
utilization during
the quarter.
Total 162.00 88.94 88.94 88.84 0.10 88.94 0.00 ^0.00

* CA certificate from M/s. S K Patodia & Associates LLP dated November 05, 2025.

^ The company had revised the total cost of objects to Rs. 88.94 crore from Rs. 162.00 crore vide board resolution dated November 06, 2025 as the period for conversion of warrants has been lapsed on September 30, 2025 and residual warrants aggregating to 3,63,33,433 Warrants stands forfeited. All proceeds have been utilized as per the offer document and revised cost of objects as approved by the board.

(iii) Deployment of unutilized proceeds: Not Applicable as proceeds are fully utilized and the company will not raise the remaining amount.

Sr. No. Type of instrument and name of the
entity invested in		 Amount invested
Rs. crore		 Maturity date Earning Return on
Investment (%)		 Market Value as at
the end of quarter

*Verified from Bank Statements (MA account) and CA certificate from M/s. S K Patodia & Associates LLP dated November 05 , 2025.

6

Monitoring Agency Report

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– (iv) Delay in implementation of the object(s)

Completion Date Completion Date Delay (no. Comments of the Board of Directors Comments of the Board of Directors
Objects As per the offer of days/ Proposed course of
Atl Reason of delay
document cua months) action
1. Expansion of Business Within 12 months
from the date of
receipt of funds for
the Warrants^		 The Company has fully
utilized all funds raised
as of September 29,
2025		 No delays
2. Repayment of Secured / Unsecured Loans /
Creditors
3. Strategic Investment
4. Investment in Subsidiaries
5. WorkingCapital for existingbusiness
6. General Corporate Purposes
  • ^Out of total amount raised of Rs. 88.94 crore till Q1FY26 (Rs. 41.75 crore raised at the time of subscription during Q4FY24, Rs. 34.02 crore in 1st call during Q1FY25, Rs.13.17 crore in 2nd call during Q2FY25 and Nil during Q3FY25, Q4FY25,Q1FY26 and Q2FY26).

The company has received total amount of Rs.88.94 crore till September 30, 2025 in multiple transactions. The details of receipt of funds and its utilization are as follows:

Sr No. Funds raised for the Warrants
(Rs. in crore)		 Date of receipt of funds for the
Warrants		 Completion Date for the
tranche as per timeline
mentioned in the offer
document		 Actual completion date
1 10.00 March 04, 2024 March 03, 2025 March 30, 2024
2 3.50 March 05, 2024 March 04, 2025 March 30, 2024
3 7.38 March 30, 2024 March 29, 2025 March 30, 2024
4 15.00 March 30, 2024 March 29, 2025 March 30, 2024
5 2.00 March 30, 2024 March 29, 2025 March 30, 2024
6 3.87 March 30, 2024 March 29, 2025 March 30, 2024
7 1.00 April 16, 2024 April 15, 2025 April 23, 2024
8 19.04 May 28, 2024 May 27, 2025 June 04, 2024, June 18, 2024
9 2.89 June 03, 2024 June 02, 2025 June 04, 2024, June 06, 2024
10 4.69 June 07, 2024 June 06, 2025 June 18, 2024, July 01, 2024
11 5.90 June 19, 2024 June 18, 2025 June 20, 2024
12 0.51 June 28, 2024 June 27, 2025 July 01, 2024
13 2.50 July 22, 2024 July 21, 2025 July 23, 2024
14 5.68 Sept 19, 2024 Sept 18, 2025 Sept 30, 2024, and Oct 03, 2024
15 4.98 Sept 30, 2024 Sept 29, 2025 Oct 03, 2024 and Sept 22, 2025

7

Monitoring Agency Report

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  • 5) Details of utilization of proceeds stated as General Corporate Purpose (GCP) amount in the offer document: Nil for the quarter ended September 30, 2025
Source of information /
Amount certifications considered by Comments of Monitoring Comments of the Board of
Sr. No
Item Head^
in Rs. Crore Monitoring Agency for preparation
Agency		 Directors
of report
Not applicable

^ Section from the offer document related to GCP:

“General Corporate Purpose - Up to 20% (twenty percent) of the Issue Proceeds will be utilised for general corporate purposes, which includes, inter alia, meeting ongoing general corporate exigencies and contingencies, expenses of the Company as applicable in such a manner and proportion as may be decided by the Board from time to time, and/or any other general purposes as may be permissible under applicable laws”.

8

Monitoring Agency Report

Disclaimers to MA report:

a) This Report is prepared by CARE Ratings Ltd (hereinafter referred to as “Monitoring Agency/MA”). The MA has taken utmost care to ensure accuracy and objectivity while developing this Report based on the information provided by the Issuer and information obtained from sources believed by it to be accurate and reliable. The views and opinions expressed herein do not constitute the opinion of MA to deal in any security of the Issuer in any manner whatsoever.

b) This Report has to be seen in its entirety; the selective review of portions of the Report may lead to inaccurate assessments. For the purpose of this Report, MA has relied upon the information provided by the management /officials/ consultants of the Issuer and third-party sources like statutory auditor which is peer reviewed audit firm appointed by the Issuer believed by it to be accurate and reliable.

c) Nothing contained in this Report is capable or intended to create any legally binding obligations on the MA which accepts no responsibility, whatsoever, for loss or damage from the use of the said information. The MA is also not responsible for any errors in transmission and specifically states that it, or its directors, employees do not have any financial liabilities whatsoever to the users of this Report.

d) The MA and its affiliates do not act as a fiduciary. The MA and its affiliates also do not act as an expert to the extent defined under Section 2(38) of the Companies Act, 2013. While the MA has obtained information from sources it believes to be reliable, it does not perform an audit and undertakes no independent verification of any information/ certifications/ statements it receives from statutory auditors which is peer reviewed audit firm (or from peer reviewed CA firms), lawyers, chartered engineers or other experts, and relies on in its reports. e) The MA or its affiliates may have other commercial transactions with the entity to which the report pertains. As an example, the MA may rate the issuer or any debt instruments / facilities issued or proposed to be issued by the issuer that is subject matter of this report. The MA may receive separate compensation for its ratings and certain credit-related analyses, normally from issuers or underwriters of the instruments, facilities, securities or from obligors.

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