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 2850 3412/+91 22 6776 5100 F: +91 22 28502017 | CIN: L65990MH1990PLC056669``

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January 30, 2023

To, Corporate Relationship Department BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Fort, Mumbai - 400 001	To, Corporate Relationship Department National Stock Exchange of India Ltd. Exchange plaza,C-1, Block G, Bandra Kurla complex, Bandra(E),Mumbai – 400051

Dear Sir/Madam,

Sub: Intimation under Regulations 30 of SEBI (LODR) Regulations, 2015, Notice of the meeting of the Equity Shareholders and Unsecured Creditors convened as per order of the Hon’ble National Company Law Tribunal, Mumbai Bench (‘NCLT’) in the Scheme of Arrangement for Demerger of E- Governance & IT/ITES Business (Demerged Undertaking) of Vakrangee Limited into VL E-Governance & IT Solutions Limited and their respective shareholders.

Dear Sir / Madam,

In terms of Regulations 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 we wish to inform you that in pursuance of the order passed by Hon’ble National Company Law Tribunal, Mumbai Bench on 20[th] January, 2023 the company has convened the separate meetings of the Equity Shareholders and Unsecured Creditors of the Company, to be held on Friday, the 3[rd] March, 2023 (‘Meetings’), as per the schedule set out below, for the purpose of considering, and if thought fit, approving, the Scheme.

Class of Meetings	Time (IST)	Mode and Venue	Remote e-voting start and end date and time
Equity Shareholders	11.00 a.m.	Meeting through VC/OAVM (Deemed venue would be Vakrangee Corporate House, Plot No. 93, Road No. 16, M.I.D.C. Marol, Andheri – East, Mumbai – 400 093.	Tuesday February 28, 2023 at 09.00 a.m. (IST) and ends on Thursday, March 2, 2023 at 05.00 p.m. (IST)
Unsecured Creditors	2.00 p.m.	Meeting through VC/OAVM (Deemed venue would be Vakrangee Corporate House, Plot No. 93, Road No. 16, M.I.D.C. Marol, Andheri – East, Mumbai – 400 093.	Tuesday February 28, 2023 at 09.00 a.m. (IST) and ends on Thursday, March 2, 2023 at 05.00 p.m. (IST)

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The cut-off date for ascertaining the eligibility of the shareholders and unsecured creditors to avail remote e voting and e voting during the meeting is 24[th] February, 2023 and 31[st] December, 2022 respectively.

The notice of Meetings along with the explanatory statement and other relevant annexures, has been sent through electronic mode to those equity shareholders and Unsecured Creditors of the Company whose e-mail addresses are duly registered with the Company /Depositories, and a physical copy has been dispatched to all other Equity Shareholders and Unsecured Creditors in permitted mode of post.

The Company has engaged the services of Central Depository Services Limited (‘CDSL’), for providing remote e-voting facility (prior to the relevant Meetings) and e-voting facility to the Equity Shareholders and Unsecured Creditors of the Company at the meeting. The Company has also engaged the services of CDSL to provide the facility to Equity Shareholders and Unsecured Creditors to participate in their respective meeting through VC/OAVM.

The said notices along with their respective annexures are made available on the website of the Company i.e. https://vakrangee.in/demerger_arrangement.html

The said notices along with their respective annexures have been uploaded on 30[th] January, 2023 on the BSE Portal and NSE portal are made available on the website of BSE Limited (“BSE”) i.e. www.bseindia.com and National Stock Exchange of India limited (NSE) i.e. www.nseindia.com

Kindly take the above on your record.

Thanking you,

Yours Faithfully,

For Vakrangee Limited

KHANDEKAR SACHIN TUKARAM Digitally signed by KHANDEKAR SACHIN TUKARAM DN: c=IN, st=Maharashtra, 2.5.4.20=9b8c16b6d2ea4521ca3fc63913c039dabc80651029f00c28ea4ca75e666ec3c2, postalCode=400069, street=3097A Shri Sai prasad sra chsl sai wadi n s, phadke road,andheri east, pseudonym=0ed49c8385f773630df2f59c1809287a, serialNumber=d0ee1a6f46e34aa2c42edac2de47e7873c65431b6bfe84a88768657f9458d264, o=Personal, cn=KHANDEKAR SACHIN TUKARAM Date: 2023.01.30 16:05:55 +05'30'

Sachin Khandekar Company Secretary (Mem. No. A50577)

Notice of NCLT Convened Meeting

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NOTICE OF UNSECURED CREDITORS

VAKRANGEE LIMITED

MEETING OF THE UNSECURED CREDITORS OF

VAKRANGEE LIMITED

(convened pursuant to an order dated January 20, 2023, passed by the National Company Law Tribunal, Bench at Mumbai)

MEETING:

MEETING: __		*at Mumbai)*
Day	:	FRIDAY
Date	:	3rd March, 2023
Time	:	2.00 p.m. (IST)
Venue	:	Meeting through VC/OAVM (Deemed venue would be the registered office of the company situated at Vakrangee Corporate House, Plot No. 93, Road No. 16, M.I.D.C. Marol, Andheri – East, Mumbai – 400 093.
Mode	:	In View of the Covid-19 pandemic and related social distancing norms and as per the directions of the Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, the Tribunal Convened Meeting shall be conducted through Video Conferencing/ Other Audio-Visual Means(“VC/OAVM”)
Remote E-Voting/ E-Voting during the Tribunal Convened Meeting	:	Remote E-Voting prior to the Meeting: Commencing on: Tuesday February 28, 2023 at 09.00 a.m. (IST) Ending on: Thursday, March 2, 2023 at 05.00 p.m. (IST) E-Voting during the Tribunal Convened Meeting E-voting facility shall also be available to the Unsecured Creditors of the Companyduringthe NCLT Convened Meetingof Unsecured Creditors.

INDEX

Sr.	Contents	Page No.
1.	Notice convening the meeting of the Unsecured Creditors of Vakrangee Limited under the provisions of Sections 230-232 of the Companies Act, 2013 read with section 66 of the Companies Act, 2013 and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	A4 to A12
2.	Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.	A13 to A47
3.	Annexure 1 Scheme of Arrangement for Demerger of E-Governance & IT/ITES Business (Demerged undertaking) Vakrangee Limited (“Demerged Company’) into VL E- Governance & IT Solutions Limited (‘Resulting Company”) and their respective shareholders under section 230 to 232 read with section 66 of the Companies Act, 2013.	B1 to B28
4.	Annexure 2 Valuation Report dated 11thNovember, 2021 issued by Mr. Lalit Kumar Dangi Chartered Accountant and Registered Valuer.	B29 to B38
5.	Annexure 3 Fairness Opinion dated 12thNovember, 2021issued by Ashika Capital Limited, CategoryI Merchant Banker.	B39 to B48
6.	Annexure 4 Copy of Observation letter no. DCS/AMAL/MJ/R37/2254/2021-22 dated 11th March, 2022 from BSE Limited to Vakrangee Limited.	B49 to B51
7.	Annexure 5 Copy of Observation letter No. NSE/LIST/29038_II dated 11th March, 2022 from National Stock Exchange of India Limited (NSE) to Vakrangee Limited.	B52 to B54
8.	Annexure 6 Complaints Report dated 10thJanuary, 2022 and 24thDecember, 2021 submitted by Vakrangee Limited to BSE Limited and the National Stock Exchange of India Limited, respectively.	B55 to B58
9.	Annexure 7 Summaryof the Valuation Report includingthe basis of valuation.	B59 to B60
10.	Annexure 8 Report adopted by the Board of Directors of VL E Governance & IT Solutions Limited and its meeting held on 12thNovember, 2021pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	B61 to B66
11.	Annexure 9 Report adopted by the Board of Directors of Vakrangee Limited in its meeting held on 12thNovember, 2021 pursuant to the provisions of Section 232(2)(c) of the Companies Act, 2013.	B67 to B73

12.	Annexure 10 Audited Standalone and Consolidated Financial Statements of Vakrangee Ltd for theyear ended 31stMarch,2022.	B74 to B205
13.	Annexure 11 Audited Financial Statements of VL E- Governance & IT Solutions Ltd for the year ended 31stMarch, 2022.	B206 to B248
14.	Annexure 12 Unaudited Financial Statements along with Limited Review Report for the six- months ended 30thSeptember, 2022 of Vakrangee Limited.	B249 to B260
15	Annexure 13 Audited Financial Statements for the six-months ended 30thSeptember, 2022 of VL E-Governance & IT Solutions Limited.	B261 to B299
16	Annexure 14 Abridged Prospectus of VL E-Governance & IT Solutions Limited.	B300 to B310

The notice & explanatory statement of the meeting, issued Pursuant to Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamation) Rules, 2016 (Page nos. A4 to A47) and Annexure 1 to Annexure 14 (Page nos.B1 to B310) constitute a single and complete set of documents and should be read together as they form an integral part of this document.

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH V, MUMBAI COMPANY SCHEME APPLICATION NO. CA(CAA)NO. 71 of 2022

IN THE MATTER OF THE COMPANIES ACT, 2013 (18 of 2013)

AND

In the matter of application under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act,2013

AND

In the matter of Scheme of Arrangement for Demerger of E- Governance & IT/ITES Business (Demerged undertaking) of VAKRANGEE LIMITED into VL E-GOVERNANCE & IT SOLUTIONS LIMITED and their respective shareholders.

Vakrangee Limited, a Company incorporated under the Companies Act, 1956, having its registered office at Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093

... Applicant/Demerged Company

FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 read with Rule 6 of Companies (Compromises, Arrangements and Amalgamations) Rules, 2016]

NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITORS OF THE APPLICANT COMPANY

To,

All the Unsecured Creditors of Vakrangee Limited (“ VL ” or the "Applicant Company"):

NOTICE is hereby given that by an Order dated 20th day of January, 2023 (the "Order"), the Hon'ble National Company Law Tribunal, Bench at Mumbai ("NCLT") has directed a meeting to be held of the Unsecured Creditors of the Applicant Company for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme of Arrangement for Demerger of E-Governance & IT/ITES Business (Demerged undertaking) of VAKRANGEE LIMITED (‘Demerged Company’) into VL E-GOVERNANCE & IT SOLUTIONS LIMITED (‘Resulting Company’) and their respective Shareholders ("Scheme") .

In pursuance of the said Order and as directed therein read with General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021, General Circular No. 03/2022 dated May 5, 2022 and General Circular No. 10/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA Circulars”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') , further notice is hereby given that a meeting of the Unsecured Creditors of the Applicant Company will be held on Friday, 3[rd] day of March, 2023 at 2:00 P.M. (IST) through Video Conferencing (VC)/ Other Audio Video Means (OVAM) (the proceedings of the NCLT Convening Meeting shall be deemed to be conducted at the Registered Office of the Company at Vakrangee Corporate House, Plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093) to transact the following businesses:

At the meeting, the following resolution will be considered and if thought fit, be passed, with or without modification(s):

"RESOLVED THAT pursuant to the provisions of Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, the rules, circulars and notifications made thereunder (including any statutory modification or re-enactment thereof) as may be applicable, the Securities and Exchange Board of India Circular No. CFD/DIL3/CIR/2017/21 dated 10th March, 2017, Circular SEBI/HO/CFD/DIL1/CIR/P/2020/49 dated 22nd December, 2020 , the observation letters issued by each of the National Stock Exchange of India Limited, dated 11[th] March, 2022 and BSE Limited dated 11[th] March, 2022and subject to the provisions of the Memorandum and Articles of Association of the Company and subject to the approval of Hon'ble National Company Law Tribunal, Bench at Mumbai ("NCLT") and subject to such other approvals, permissions and sanctions of regulatory and other authorities, as may be necessary and subject to such conditions and modifications as may be prescribed or imposed by NCLT or by any regulatory or other authorities, while granting such consents, approvals and permissions, which may be agreed to by the Board of Directors of the Company (hereinafter referred to as the ( "Board"), which

term shall be deemed to mean and include one or more Committee(s) constituted/to be constituted by the Board or any person(s) which the Board may nominate to exercise its powers including the powers conferred by this resolution), the arrangement embodied in the Scheme of Arrangement for Demerger of E- Governance & IT/ITES Business (Demerged undertaking) of VAKRANGEE LIMITED (‘Demerged Company’) into VL E-GOVERNANCE & IT SOLUTIONS LIMITED (‘Resulting Company’) and their respective Shareholders ("Scheme"), be and is hereby approved.

RESOLVED FURTHER THAT the Board be and is hereby authorized to do all such acts, deeds, matters and things, as it may, in its absolute discretion deem requisite, desirable, appropriate or necessary to give effect to this resolution and effectively implement the arrangement embodied in the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the NCLT while sanctioning the arrangement embodied in the Scheme or by any authorities under law, or as may be required for the purpose of resolving any questions or doubts or difficulties that may arise including passing of such accounting entries and/or making such adjustments in the books of accounts as considered necessary in giving effect to the Scheme, as the Board may deem fit and proper."

NCLT has appointed Mr. M.A. Kuvadia (Former Regional Director, Ministry of Corporate Affairs) to be the Chairman of the said meeting including for any adjournment or adjournments thereof.

The Scheme, if approved in the aforesaid meeting, will be subject to the subsequent approval of NCLT.

A copy of the Explanatory Statement, under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, the Scheme and the other enclosures as indicated in the Index are enclosed.

Dated this 23[rd] day of January,2023

M. A. Kuvadia

(Chairman appointed for the

aforesaid NCLT Convened Meeting)

Registered office: Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093

Notes:

In view of massive outbreak of Covid-19 pandemic, social distancing is a norm to be followed and the continuing restriction on movement of persons at several places in the country and pursuant to the General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021, General Circular No. 03/2022 dated May 5, 2022 and General Circular No. 10/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA Circulars”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations') , physical attendance of the Unsecured Creditors to the NCLT Convened Meeting is not required and NCLT Convened Meeting be held through Video Conferencing (VC) or Other Audio Visual Means (OAVM). Hence, Unsecured Creditors can attend and participate in the ensuing NCLT Convened Meeting through VC/OAVM.
In compliance with the provisions of the Companies Act, 2013 ('Act'), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and MCA circulars, the NCLT Convene Meeting of the Company is being held through VC / OAVM.
The Unsecured Creditors can join the NCLT Convened Meeting in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in the Notice. The facility of participation at the NCLT Convene Meeting through VC/OAVM will be made available for 1000 Unsecured Creditors on first come first served basis.
Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 22/2020 dated June 15, 2020, General Circular No. 33/2020 dated September 28, 2020, General Circular No. 39/2020 dated December 31, 2020, General Circular No. 10/2021 dated June 23, 2021 and General Circular No. 20/2021 dated December 8, 2021, General Circular No. 03/2022 dated May 5, 2022 and General Circular No. 10/2022 dated December 28, 2022 issued by the Ministry of Corporate Affairs (“MCA Circulars”) , the Company is providing facility of remote e-voting to its Unsecured Creditors in respect of the business to be transacted at the NCLT Convened Meeting. For this purpose, the Company has entered into an agreement with Central Depository Services Limited (CDSL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by unsecured creditors using remote e-voting system as well as venue voting on the date of the NCLT Convened Meeting will be provided by CDSL.
In line with the MCA Circulars and as directed by the Order of NCLT, Notice of the meeting along with the Explanatory Statement and other documents mentioned in the index are being sent through electronic mode to those Unsecured Creditors whose email addresses are registered with the Applicant Company and through Courier/Speed Post/ Registered Post to those Unsecured Creditors whose email addresses are not registered with Applicant Company. The Notice will be available on the Company’s website at www.vakrangee.in and may also be accessed from the relevant section of website of BSE at www.bseindia.com and NSE at www.nseindia.com.The Notice will also be available on the website of CDSL at www.evotingindia.com. Unsecured Creditors as on Cut-off date i.e. on December 31, 2022 shall

be entitled to exercise his/her vote electronically i.e. remote e-voting or e-voting system on the date of the NCLT Convened Meeting by following the procedure mentioned in Annexure A i.e. instructions for Unsecured Creditors for remote e-voting .

CS Narayan Parekh, Practicing Company Secretary (ACS-8059 CP-6448) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
The Scrutinizer shall within a stipulated period from the conclusion of the e-voting period unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favor or against, if any, forthwith to the Chairman of the Meeting.
The Results shall be declared on or after the NCLT Convened Meeting of the Company. The Results declared along with the Scrutinizers Report shall be placed on the Company’s website www.vakrangee.in and on the website of CDSL within two working days from the conclusion of NCLT Convene Meeting of the Company and communicated to the Stock Exchanges (i.e., NSE & BSE).
The Explanatory Statement pursuant to section230(3), 232(1) and (2) and 102 of the Companies Act, 2013 is annexed hereto.
The NCLT Convened Meeting is being held pursuant to the MCA circulars through VC/OVAM, physical attendance of Unsecured Creditors has been dispensed with and the attendance of 15 (fifteen) Unsecured Creditors through VC/OAVM will be counted for the purpose of reckoning the quorum. Accordingly, the facility for appointment of proxies will not be available for the NCLT Convened Meeting and hence the Proxy Form and Attendance Slip are not annexed to this Notice. Corporate/Institutional Unsecured Creditors are required to send a scanned copy of its Board or Governing Body resolution/authorization etc., authorizing its representative to attend the NCLT Convened Meeting through VC/OVAM to [email protected], Scrutinizer to cast their votes through e-voting.
The helpline numbers regarding any query / assistance for participation in the NCLT Convened Meeting through VC/OAVM are 1800 22 55 33

Dated this 23[rd] day of January,2023 M. A. Kuvadia (Chairman appointed for the

aforesaid NCLT Convened Meeting)

Registered office: Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093

ANNEXURE-A

THE INSTRUCTIONS FOR UNSECURED CREDITORS FOR REMOTE E-VOTING ARE AS UNDER: -

(i) The voting period begins on Tuesday, February 28, 2023 at 09.00 a.m. (IST) and ends on Thursday, March 2, 2023 at 05.00 p.m. (IST). During this period Unsecured Creditors of the Company, having outstanding amount as on the cut-off date i.e. December 31, 2022 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.
(ii) Unsecured Creditors who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.
(iii) Voters should log on to the e-voting website www.evotingindia.com during the voting period.
(iv) Click on Shareholders/ Members.
(v) Enter your User ID as sent by CDSL
(vi) Next enter the Image Verification as displayed and Click on Login.
(vii) Enter your password as sent by CDSL
(viii) After entering these details appropriately, click on “SUBMIT” tab.
(ix) Select the EVSN of “ VAKRANGEE LIMITED ” on which you choose to vote.
(x) On the voting page, you will see “ RESOLUTION DESCRIPTION ” and against the same the option “ YES/NO ” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
(xi) Click on the “ RESOLUTIONS FILE LINK ” if you wish to view the entire Resolution details.
(xii) After selecting the resolution, you have decided to vote on, click on “ SUBMIT ”. A confirmation box will be displayed. If you wish to confirm your vote, click on “ OK ”, else to change your vote, click on “ CANCEL ” and accordingly modify your vote.
(xiii) Once you “ CONFIRM ” your vote on the resolution, you will not be allowed to modify your vote.
(xiv) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.
(xv) If you have any queries or issues regarding attending the Meeting & e-Voting from the e-Voting System, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected] or contact Mr. Nitin Kunder (022- 23058738 ) or or Mr. Rakesh Dalvi (022-23058542).

INSTRUCTIONS FOR UNSECURED CREDITORS ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

Unsecured Creditors will be provided with a facility to attend the Meeting through VC/OAVM through the CDSL e-Voting system. Unsecured Creditors may access the same using Remote voting credential & process mentioned above. The link for VC/OAVM will be available after successful login where the EVSN of Company will be displayed.
Unsecured Creditors are encouraged to join the Meeting through Laptops / IPads for better experience.
Further Unsecured Creditors will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.
Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

INSTRUCTIONS FOR UNSECURED CREDITORS FOR E-VOTING DURING THE MEETING ARE AS UNDER: -

The procedure for e-Voting on the day of the Meeting is same as the instructions mentioned above for Remote e-voting.
Only those Unsecured Creditors, who are present in the Meeting through VC/OAVM facility and have not casted their vote on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote through e-Voting system available during the Meeting.
If any Votes are cast by the Unsecured Creditors through the e-voting available during the Meeting and if the same Unsecured Creditors have not participated in the meeting through VC/OAVM facility, then the votes cast by such Unsecured Creditors shall be considered invalid as the facility of e-voting during the meeting is available only to the Unsecured Creditors attending the meeting.
Unsecured Creditors who have voted through Remote e-Voting will be eligible to attend the Meeting. However, they will not be eligible to vote at the Meeting.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi , Senior Manager , (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call on 022-23058542/43.

Dated this 23[rd] day of January, 2023

M. A. Kuvadia

(Chairman appointed for the

aforesaid NCLT Convened Meeting)

A10

Registered office: Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093

Encl.: As above

A11

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH V, MUMBAI COMPANY SCHEME APPLICATION NO. CA(CAA)NO. 71 of 2022

IN THE MATTER OF THE COMPANIES ACT, 2013 (18 of 2013)

AND

In the matter of application under Sections 230 to 232 read with Section 66 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013

AND

Vakrangee Limited, a Company incorporated under the Companies Act, 1956, having its registered office at Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093

... Applicant/Demerged Company

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2)AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES. 2016

Pursuant to the order dated January 20, 2023 passed by the Hon'ble National Company Law Tribunal, Bench at Mumbai (the "NCLT"), in Company Scheme Application No. CA (CCA)71 of 2022 ("Order"), a meeting of the Unsecured Creditors of Vakrangee Limited (hereinafter referred to as the "Applicant Company" or the "Demerged Company" or "VL" as the context may admit) will be held on Friday, the 3[rd] March, 2023 at 2.00 P.M (IST) through video conferencing (VC)/ other audio video means (OVAM), for the purpose of considering, and if thought fit, approving, with or without modification(s), the Scheme of Arrangement for Demerger of E-Governance & IT/ITES Business (Demerged undertaking) of Vakrangee Limited (“VL or Demerged Company”) into VL E-Governance & IT Solutions Limited (“VL E-GOV) or Resulting Company”) and their respective shareholders("Scheme"). (as the context may admit) under Sections 230 - 232 and other applicable provisions of the Companies Act, 2013 (the "Scheme"). VL and VL E- GOV are together referred to as the "Companies". A copy of the Scheme, which has been, inter alias, approved by the Audit Committee and the Board of Directors of the Applicant Company at their respective meetings held on 12[th] November, 2021, is enclosed as Annexure 1. Capitalized terms used herein but not defined shall have the meaning assigned to them in the Scheme, unless otherwise stated.
In terms of the said Order, the quorum for the aforesaid meeting of the Unsecured Creditors of the Applicant Company shall be 15 (Fifteen) Unsecured Creditors present in person.

A12

This statement is being furnished as required under Sections 230(3), 232(1) and (2) and 102 of the Companies Act, 2013 (the "Act") read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 (the "Rules").
As stated earlier, NCLT by its said Order has, inter alia, directed that a meeting of the Unsecured Creditors of the Applicant Company shall be convened and held be held on Friday, 3[rd] March, 2023 at 2.00 P.M (IST) through video conferencing (VC)/ other audio video means (OVAM), for the purpose of considering, and if thought fit, approving, with or without modification(s), the arrangement embodied in the Scheme.
The proceedings of the NCLT Convened Meeting shall be deemed to be conducted at the Registered office at Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai400093.
NCLT, by its Order, has, inter alia, held that since the Applicant Company is directed to convene a meeting of its Unsecured Creditors, and the voting in respect of the Unsecured Creditors, is through e- voting, the same is in sufficient compliance of SEBI Circular.
The scrutinizer appointed for conducting e-voting process will submit his report to the Chairman of the NCLT Convened Meeting after completion of e-voting cast by the Unsecured Creditors so as to announce the results of e-voting exercised by the Unsecured Creditors of the Applicant Company.
In accordance with the provisions of Sections 230 to232 of the Act, the Scheme shall be acted upon only if a majority in persons representing three fourths in value of the Unsecured Creditors, of the Applicant Company, voting in person or e-voting, agree to the Scheme.
In terms of the Order dated January 20, 2023, passed by the NCLT, in Company Scheme Application No. 71 of 2022 , if the entries in the books /register /depository records of the Applicant Company in relation to the number or value, as the case may be, of the Unsecured Creditors are disputed, the Chairman of the meeting shall determine the number or value, as the case may be, for the purposes of the said meeting and his decision in that behalf would be final.

Particulars of Vakrangee Limited (VL)

The Demerged Company (VL) was incorporated as a Private Limited company under the Companies Act, 1956 on 28th May, 1990 in the name of Vakrangee Investment And Consultancy Private Limited in the State of Maharashtra.
The name of the Demerged Company was changed from Vakrangee Investment And Consultancy Private Limited to Vakrangee Investment Limited and obtained a fresh certificate of incorporation dated 3rd April, 1992 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

The name of the Demerged Company was further changed from Vakrangee Investment Limited to Vakrangee Limited and obtained a fresh certificate of incorporation dated 31st March, 1995 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

The name of the Demerged Company was further changed from Vakrangee Limited to Vakrangee Softwares Limited and obtained a fresh certificate of incorporation dated 24th August,1999 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

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The name of the Demerged Company was further changed from Vakrangee Softwares Limited to its present name Vakrangee Limited and obtained a fresh certificate of incorporation dated 1st October, 2013 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

The CIN of the Company is L65990MH1990PLC056669.The Demerged Company is a Public Company and its shares are listed on BSE Limited (‘BSE’) and National Stock Exchange of India Ltd (‘NSE’). There has been no further change in the name of VL in the last five (5) years. The Permanent Account Number of VL is AAACV9920D.
The Registered Office of VL is situated at Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093. There has been no change in the registered office address of VL in the last five (5) years. The e-mail address of VL is [email protected].
The objects for which VL has been established are set out in its Memorandum of Association. The main objects of VL are as follows:
To carry on business as manufactures, products, developers, processors, dealers, traders, importers, exporters, stockists, distributors or agents in software, information technology, e-commerce, e- mail, internet, multimedia, data processing, data management, telefilms, motion movies, web paging, telecommunication including peripherals computer data processing machine, systems and components thereof.
To undertake designing & development, research of software systems, products and solutions in all areas of application including those in emerging niche segments like internet, website, applications solutions software, enterprise resource planning (ERP), ecommerce, value added products and other business applications either for its own use or for sale in India or for export outside India and to design, develop such systems and application software for or on behalf of manufactures, owners and users of computer systems, telecom, digital, electronic equipment in India or elsewhere in world.
To develop, provide, undertake design, import, export, distribute and deals in Systems and application software for microprocessor based information systems, offshore software development project, software project consultancy, development of computer languages and allied computer service and to own and/or operate data processing and service bureau centres in India and Abroad, and to invest in/manage/assist, overseas software companies for the fulfilment of above objectives and to develop, design, own T.V. Channel, media company.
To advice and render services like staff and management recruitment, training and placements, technical analysis of data, electronic data processing, preparation of project reports, surveys and analysis for implementation of project and their progress review, critical path analysis, organization and methods studies and other economic, mathematical, statistical, scientific and modern management techniques and to establish and render any and all consultancy and other services of professional and technical natural and to undertake assignments, jobs and appointments.
To carry on the business of adopting advance technological tools as well as modern enterprise

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management mechanism, and to establish and help organizations, government bodies, banks and financial institutions and their customers alike to conduct transactions electronically through secure electronic channels, inter-alia, biometric, smart card, magnetic card, EMV Card, one time password, bank pins or any combination of any of them so as to realize the full potential of technology and services and further the development of India’s payment system industry, providing software application, data management, cash management, payment and/or transaction related services to any person, entity, firm, company, bank, government bodies or body corporate including developing, improving, designing, marketing, distributing or licensing software and programmed products and hardware and other infrastructure and facilities /services that aid the process of (without limitation) electronic data interchange, transaction initiation, processing, clearing or settlement services by physical or electronic means, whether by using inter-alia computers and Automated Teller Machines (ATMs)/ micro ATMs, Point Of Sale (POS), mobile devices or by any other modes of communication in financial and e-commerce and e-governance services for G2G/G2B/G2C/B2B/B2C/C2C activities and other products and services in India and abroad.

To carry on the business of manufacturing, procuring, developing, processing, dealing in, stocking, distributing, acting as an agent, importing or exporting ATM machines and providing intermediary ATM Deployer (IAD) services, White labeled ATM operator (WLAO) services, including but not limited to setting up/ owning/operation of ATM network, management and adjacent services including technology management (both EMV and non-EMV environment), cash Management, ATM device supply and maintenance services in India as per the Payment & Settlement System (PSS) Act, 2007 of RBI and any amendments made therein by RBI from time to time and in abroad adhering to the statutory requirements of the country of operation from time to time.
To carry on the business of providing services in relation to payment card transactions for acquiring, switching and processing of Debit, credit and charge card related payment transaction and stored value card transactions for acquiring institutions and merchants, including without limitation to ADHAAR enabled payment system, NEFT, RTGS, IMPS, GIRO based retail payments, interoperable QR code based payment system, virtual payment card, digital online and offline payment system or any other such system as may be notified by the government in India and abroad, merchant sales, assessment, Technology management (both EMV and non-EMV environment), and adjacent service, Point Of Sale (POS) terminal device supply and maintenance services in India as per the Payment & Settlement System (PSS) Act, 2007 of RBI and any amendments made therein by RBI from time to time and in abroad adhering to the statutory requirements of the country of operation from time to time and/or to act as dealers, distributors, agents, representative of Indian and foreign concerns/persons operating in the line of prepaid, postpaid and other payment system services and allied activities related thereto.
To carry on the business of engaging in the development, distribution, licensing, management and operation, marketing and selling of processing software, switches and associated supply of maintenance and support services for card, POS, ATM to credit and debit card user companies and financial institutions (both EMV and non-EMV environment) in India as per the Payment & Settlement System (PSS) Act, 2007 of RBI and any amendments made therein by RBI from time to time and in abroad adhering to the statutory requirements of the country of operation from time to time.

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To carry on the business of providing payment card transactions for switching and credit, debit and stored value card account data processing services and back office processing services in relation to processing of debit and credit card payment transaction and related services including without limitation to ADHAAR enabled payment system, NEFT, RTGS, IMPS, GIRO based retail payments, interoperable QR code based payment system, virtual payment card, digital online and offline payment system or any other such system as may be notified by the government in India and abroad to card issuer companies in India as per the Payment & Settlement System (PSS) Act, 2007 of RBI and any amendments made therein by RBI from time to time and in abroad adhering to the statutory requirements of the country of operation from time to time

There has been no change in the object clause of VL in the last 5 years.

The brief description of some of the major businesses being carried out by Vakrangee Limited along with its subsidiaries, joint ventures and associates are as under:
The Authorized, Issued, Subscribed and Paid-up Share Capital of VL as on 31[st] March 2022 is as follows:

thorized, Issued, Subscribed and Paid-up Share s:	Capital of VL as on
Share Capital	Amount in Rs.
Authorised Share Capital
125,00,00,000 Equity Shares of Re. 1/-each	125,00,00,000

Total	125,00,00,000
Issued, Subscribed and Paid-Up Capital
105,94,99,790 Equity Shares of Re. 1/- each fully paid up	105,94,99,790
Total	105,94,99,790

Subsequent to 31[st] March, 2022 there is no change in the Authorized, issued, subscribed and paid up share capital of Vakrangee Limited.

Particulars of VL E-Governance & IT Solutions Limited (VL E-GOV)

The Resulting Company (VL E-GOV) was incorporated as a Private Limited Company under the Companies Act, 2013, on 18th March, 2016 in the name of Vakrangee Logistics Private Limited in the State of Maharashtra.

The name of the Company was changed to VL E-Governance & IT Solutions Private Limited and obtained a fresh certificate of incorporation dated 22nd October, 2021 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

The name of the Resulting Company was further changed to VL E-Governance & IT Solutions Limited and obtained a fresh certificate of incorporation dated 01st November, 2021 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

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The Resulting Company currently is an Unlisted Public Limited Company and the entire Issued, Subscribed and Paid up Equity Share Capital is held by the Demerged Company. By virtue of the Shareholding pattern, the Resulting Company is a Wholly Owned Subsidiary of the Demerged Company.

The CIN of the Company is U74110MH2016PLC274618. There has been no further change in the name of VL E-GOV in the last five (5) years. The Permanent Account Number of VL E-GOV is AAFCV4132N. The equity shares of VL E-GOV are not listed on any stock exchanges.
The Registered Office of VL E-GOV is situated at Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093. There has been no change in the Registered Office address of VL E-GOV in last five (5) years. The e-mail address of VL E-GOV is [email protected]
The objects for which VL E-GOV has been established are set out in its Memorandum of Association. The main object of VL E-GOV is, inter alia, as follows:
To carry on business as manufactures, products, developers, processors, dealers, traders, importers, exporters, stockists, distributors or agents in software, information technology, e-commerce, e-mail, internet, multimedia, data processing, data management, telefilms, motion movies, web paging, telecommunication including peripherals computer data processing machine, systems and components thereof.
1(A) To undertake designing & development, research of software systems, products and solutions in all areas of application including those in emerging niche segments like internet, website, applications solutions software, enterprise resource planning (ERP), ecommerce, value added products and other business applications either for its own use or for sale in India or for export outside India and to design, develop such systems and application software for or on behalf of manufactures, owners and users of computer systems, telecom, digital, electronic equipment in India or elsewhere in world.
1(B) To develop, provide, undertake design, import, export, distribute and deals in Systems and Application software for microprocessor-based information systems, offshore software development project, software project consultancy, development of computer languages and allied computer service and to own and/or operate data processing and service bureau centers in India and Abroad,
1 (C) To act as facilitator between service provider and end user of services to render governmental / nongovernmental services, including but not limited to ticket booking services (IRCTC), postal services, facilitate utility services, any other governmental services to promote general wellbeing of the public at large and other support services.
1(D) To manufacture, develop, procure, produce, import or engage any professional to manufacture, develop any software to make all the activities of the Company available in the form of an application or software available on any device such as mobile or computer or such other devises as may be found appropriate and to make the services of the Company available to the public at large in India and abroad.
- There has been a change in the object clause of VL E-GOV in the last 5 years, the objects were changed pursuant to change in name of the Company on October 01, 2022.

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The Authorised, Issued, Subscribed and Paid up Share Capital of VL E-GOV as on 31[st] day of March 2022 is as under.

Share Capital	Amount in Rs.
Authorised Share Capital
1,50,00,000 Equity Shares of Rs.10/-each	15,00,00,000
Total	15,00,00,000
Issued, Subscribed and Paid Up Capital
1,20,00,000 Equity Shares of Rs.10/- each	12,00,00,000
TOTAL	12,00,00,000

Subsequent to 31[st] March, 2022 there is no change in the Authorized, issued, subscribed and paid up share capital of VL E-GOV.

Description and Objective of the Scheme

The Scheme provides for, inter alia,
I. The demerger of E-Governance & IT/ITES Business (Demerged undertaking) of Vakrangee Ltd, the Demerged Company into with VL E-Governance & IT Solutions Limited, Resulting Company.
II. various other matters consequential to or otherwise integrally connected with the above.
The proposal is to be implemented in terms of the Scheme under Sections 230 - 232 of the Act.
The objective is stated in Clause C of the Scheme and is as under:

The demerger of Power Business Undertaking ( defined hereinafter ) of the Demerged Company into Resulting Company would inter alia have the following benefits:

a. The transfer and vesting of the Demerged Undertaking of the Demerged Company to the Resulting Company through this Scheme is with a view to unlock the economic value of both the divisions.
b. The Demerger is likely to enable the business and activities comprised in the demerged undertaking and remaining business and activities of VL to be pursued and carried on with greater focus and attention through two separate companies each having its own administrative set up. Independent management of each of the undertakings will ensure required depth and focus on each of the businesses and adoption of strategies necessary for the growth of respective businesses. The structure provides independence to the management in decisions regarding the use of their respective cash flows for dividends, capital expenditure or other reinvestment in their business.
c. Vakrangee Kendra Business is Retail centric Consumer facing business whereby we are building the last mile physical distribution platform as well as a B2C E-Commerce focussed Mobile

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Super app Digital platform

d. Vakrangee Kendra Business (Physical as well as Digital) is an asset light, high return on Capital business and thereby will get proper representation post Demerger
e. E-Governance & IT/ITES Business is a capital intensive B2B business. It is Capex Heavy as well as Working capital Intensive. The E-Governance & IT/ITES Business segment requires different skill sets and focused approach towards time bound project execution capabilities as well as dedicated efforts on collection of Debtors / Receivables, Vendor management and procurement of IT equipment’s.
f. The focus is on enhancing strategic flexibility to build a viable platform solely focusing on each of these businesses (Vakrangee Kendra business as well as E-Governance / IT & ITES).
g. The Demerger will enable both the Companies to enhance business operations by streamlining operations more efficient management control and outlining independent growth strategies.
h. Enable dedicated management focus, resources and skill set allocation to each business, which will in turn accelerate growth and unlock value for the shareholders.
i. Each undertaking will be able to target and attract new customers corresponding to their own business.
j. The demerger will unlock value of both business and result in shareholder value maximization.
k. Pursuant to the scheme, the equity shares issued by the Resulting Company would be listed on BSE and NSE and will unlock the value of E-Governance and IT/ITES business for the shareholders of the Demerged Company. Further the existing Shareholders of the Demerged Company would hold the shares of two listed entities after the scheme becoming effective; giving them flexibility in managing their investments in the two businesses having differential dynamics.
l. The Scheme shall be in the beneficial interest of the shareholders of the companies. The Scheme shall not be in any manner prejudicial to the interest of the concerned members, creditors, employees or general public at large.

In view of the above-mentioned reasons, it is considered desirable and expedient to demerge the Demerged Undertaking of the Demerged Company and vest the same with the Resulting Company.

Major Developments / Actions post announcement of the Scheme

There are no major developments / actions have taken place since announcement of the scheme.

Corporate Approvals

The proposed Scheme was placed before the Audit Committee of VL at its meeting held on 12[th] November, 2021. The Audit Committee took into account the Valuation Report, dated 11[th] November,2021 issued by Mr Lalit Kumar Dangi, Registered Valuer (“Valuation Report”) and the fairness opinion, dated 12[th] November,2021 provided by Ashika Capital Limited, a Category I Merchant Banker, ("Fairness Opinion") appointed for this purpose by VL. A copy of the Valuation Report is enclosed as Annexure 2. The Valuation Report is also open for inspection at the website of the

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company at www.vakrangee.in A copy of the Fairness Opinion is enclosed as Annexure 3. The Audit Committee based on the aforesaid, inter alia, recommended the Scheme to the Board of Directors of Vakrangee Limited.

The Scheme along with the Valuation Report was placed before the Board of Directors of VL, at its meeting held on 12[th] November, 2021. The Fairness Opinion and the report of the Audit Committee was also submitted to the Board of Directors of VL. Based on the aforesaid, the Board of Directors have approved the Scheme. The meeting of the Board of Directors of VL, held on 12[th] November, 2021, was attended by all the 9 (Nine) directors. None of the directors of VL who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of VL who attended and voted at the meeting.
The Scheme along with the Valuation Report was placed before the Board of Directors of VL E- GOV, at its meeting held on 12[th] November, 2021. Based on the aforesaid, the Board of Directors of have approved the Scheme. The meeting of the Board of Directors of VL E-GOV, held on 12[th] November, 2021, was attended by all the 3 (Three) directors. None of the directors of VL E-GOV who attended the meeting voted against the Scheme. Thus, the Scheme was approved unanimously by the directors of VL E-GOV who attended and voted at the meeting.

Approvals and actions taken in relation to the Scheme

BSE has been appointed as the designated stock exchange by VL for the purpose of coordinating with the SEBI, pursuant to the SEBI Circular. VL has received observation letters regarding the Scheme from BSE and NSE on 11[th] March, 2022. In terms of the observation letters of BSE and NSE, inter alia, conveyed their no objection for filing the Scheme with the Hon'ble National Company Law Tribunal with a note that the observations of the SEBI shall be incorporated in the Company Petition to be filed with the NCLT. Copies of the observation letters, dated 11[th] March, 2022 received from BSE and NSE receptively, are enclosed as Annexure 4 and 5.
As required by the SEBI Circular, VL had filed the complaints report with both BSE and NSE, on 10[th] January, 2022 and 24[th] December, 2021 respectively. This report indicates VL has received no complaints. A copy of the complaints report submitted by VL to NSE and BSE, dated 10[th] January, 2022 and 24[th] December, 2021 are collectively enclosed as Annexure 6 (Colly).
The Companies or any of them would obtain such necessary approvals/sanctions/no objection(s) from the regulatory or other governmental authorities in respect of the Scheme in accordance with law, if so required.
The Joint Company Application along with the annexure thereto (which includes the Scheme) was filed on 16[th] March, 2022 with the NCLT.
This notice convening Meeting of the Unsecured Creditors of the Applicant Company along with aforesaid documents are placed on the website of the Company viz. www.vakrangee.in and being sent to Securities and Exchange Board of India and BSE Limited and National Stock Exchange of India Limited (NSE) for placing on their website.

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Salient extracts of the Scheme

The salient extracts of the Scheme are as Under:

1. APPOINTED DATE AND DATE OF TAKING EFFECT

The Scheme set out herein in its present form or with any modification(s) approved or imposed or directed by the NCLT or by any Governmental Authority shall be effective from the Appointed Date i.e. 01[st] April, 2021 but shall be operative from the Effective Date.

2. SHARE CAPITAL

a. DEMERGED COMPANY:

The share capital structure of the Demerged Company (VL) as per the last audited balance sheet as at 31st March, 2022 and as on the date is as under:

Share Capital	Amount in Rs.

125,00,00,000 Equity Shares of Re. 1/- Each	125,00,00,000

Total	125,00,00,000

Issued, Subscribed and Paid Up Capital

105,94,99,790 Equity Shares of Re. 1/- each	105,94,99,790

Total	105,94,99,790

Subsequent to the above there has been no change in the Authorized, Subscribed and Paid up Capital of the Demerged Company.

The Demerged Company has outstanding Employees Stock option Scheme under the Existing ESOP Scheme 2014, the exercise of which may result in increase in its subscribed and paid up capital.

b. RESULTING COMPANY

The Resulting Company is currently Unlisted Public Limited Company and the present share capital structure of the Resulting Company as per the latest Balance Sheet as at 31st March, 2022 and as on date is as under:

Share Capital	Amount in Rs.
Authorized Share Capital
1,50,00,000 Equity Shares of Rs. 10/- each	15,00,00,000
Total	15,00,00,000
Issued, Subscribed and Paid Up Capital
1,20,00,000 Equity Shares of Rs. 10/- each	12,00,00,000

PART II – DEMERGER

SECTION 1- TRANSFER AND VESTING OF THE DEMERGED UNDERTAKING

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3. TRANSFER OF ASSETS

3.1. With effect from the Effective Date the Demerged Undertaking (including all the estate, assets, rights including claims, title, interest and authorities including accretions and appurtenances of the Demerged Undertaking) shall, subject to the provisions of this Clause in relation to the mode of transfer and vesting and pursuant to the provisions of Section 232(3) of the Act, without any further act or deed, be demerged from the Demerged Company and be transferred to and vested in and shall be deemed to be demerged from the Demerged Company and transferred to and vested in the Resulting Company as a going concern so as to become as and from the Appointed Date, the estate, assets, rights, claims, title, interest and authorities of the Resulting Company, subject to the provisions of this Scheme in relation to Encumbrances in favour of banks and/or financial institutions, if any.
3.2. In respect of such of the assets of the Demerged Undertaking as are movable in nature or are otherwise capable of transfer by delivery or possession or by endorsement and delivery, the same shall stand so transferred by the Demerged Company upon the coming into effect of the Scheme, and shall become the property of the Resulting Company as an integral part of the Demerged Undertaking with effect from the Appointed Date pursuant to the provisions of Section 232 of the Act without requiring any deed or instrument of conveyance for transfer of the same, subject to the provisions of this Scheme in relation to encumbrances in favor of banks and/or financial institutions.
3.3. In respect of such of the assets belonging to the Demerged Undertaking other than those referred to in sub-Clause 3.2 above, the same shall, without any further act, instrument or deed, be demerged from the Demerged Company and transferred to and vested in and/or be deemed to be demerged from the Demerged Company and transferred to and vested in the Resulting Company upon the coming into effect of Part II of the Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 of the Act.
3.4. All assets, rights, title, licenses, interest and investments of the Demerged Company in relation to the Demerged Undertaking shall also, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Resulting Company upon the coming into effect of the Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 of the Act.

4. CONTRACTS, DEEDS, ETC.

4.1 Upon the coming into effect of the Scheme, and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, Schemes, arrangements and other instruments of whatsoever nature in relation to the Demerged Undertaking, to which the Demerged Company is a party or to the benefit of which the Demerged Company may be eligible, and which are subsisting or have effect immediately before the Effective Date shall continue in full force and effect on or against or in favour, as the case may be, of the Resulting Company and may be enforced as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or obligee thereto or there under.
4.2 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Demerged Undertaking occurs by virtue of this Scheme itself, the Resulting Company may, at any time after the coming into effect of the Scheme, in accordance with the provisions hereof, if so required under any law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement to which the Demerged Company is a party or any writings as may be

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necessary in order to give formal effect to the provisions of this Scheme. The Demerged Company will, if necessary, also be a party to the above. The Resulting Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Demerged Company and to carry out or perform all such formalities or compliances referred to above on the part of the Demerged Company to be carried out or performed.

4.3 Without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of the Scheme, all consents, permissions, licenses, approvals, certificates, insurance covers, clearances, authorities given by, issued to or executed in favour of the Demerged Company in relation to the Demerged Undertaking shall stand transferred to the Resulting Company as if the same were originally given by, issued to or executed in favour of the Resulting Company, and the Resulting Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be available to the Resulting Company.
4.4 Without prejudice to the aforesaid, it is clarified that if any assets (including estate, claims, rights, title, interest in or authorities relating to any asset) or any contracts, deeds, bonds, agreements, Schemes, arrangements or other instruments of whatsoever nature in relation to the Demerged Undertaking which the Demerged Company owns or to which the Demerged Company is a party to, cannot be transferred to the Resulting Company for any reason whatsoever, the Demerged Company shall hold such assets, contracts, deeds, bonds, agreements, Schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of the Resulting Company, insofar as it is permissible so to do, till such time as the transfer is effected.

5. TRANSFER OF LIABILITIES

5.1 Upon the coming into effect of the Scheme, all debts, liabilities, duties and obligations (including the liabilities which arise out of the activities or operations of the Demerged Undertaking) of the Demerged Company as on the Appointed Date and relatable to the Demerged Undertaking shall, without any further act or deed, be and stand transferred to and be deemed to be transferred to the Resulting Company to the extent that they are outstanding as on the Effective Date and shall become the debts, liabilities, duties and obligations of the Resulting Company.
5.2 In so far as the existing Encumbrance in respect of the loans, borrowings, debts, liabilities, is concerned, such Encumbrance shall, without any further act, instrument or deed be modified and shall be extended to and shall operate only over the assets comprised in the Demerged Undertaking which have been Encumbered in respect of the transferred liabilities as transferred to the Resulting Company pursuant to this Scheme. Provided that if any of the assets comprised in the Demerged Undertaking which are being transferred to the Resulting Company pursuant to this Scheme have not been Encumbered in respect of the transferred liabilities, such assets shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to and shall not operate over such assets. The absence of any formal amendment which may be required by a lender or third party shall not affect the operation of the above.
5.3 For the avoidance of doubt, it is hereby clarified that in so far as the assets comprising the Remaining Business are concerned, the Encumbrance over such assets relating to the Transferred Liabilities shall, as and from the Effective Date without any further act, instrument or deed be released and discharged from the obligations and Encumbrance relating to the same. The absence of any formal amendment which may be required by a lender or third party shall not affect the operation of the above. Further, in so far as the assets comprised in the Demerged Undertaking are concerned, the Encumbrance over such assets relating to any loans, borrowings or other debts which are not transferred pursuant to this Scheme (and which shall continue with the Demerged

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Company), shall without any further act or deed be released from such Encumbrance and shall no longer be available as security in relation to such liabilities.

5.4 Without prejudice to the provisions of the foregoing Clauses and upon the effectiveness of this Scheme, the Demerged Company and the Resulting Company shall execute any instrument/s and/or document/s and/or do all the acts and deeds as may be required, including the filing of necessary particulars and/or modification(s) of charge, with the Registrar of Companies to give formal effect to the above provisions, if required.
5.5 Upon the coming into effect of this Scheme, the Resulting Company alone shall be liable to perform all obligations in respect of the Transferred Liabilities, which have been transferred to it in terms of this Scheme, and the Demerged Company shall not have any obligations in respect of such Transferred Liabilities.
5.6 It is expressly provided that, save as mentioned in this Clause, no other term or condition of the liabilities transferred to the Resulting Company as part of the Scheme is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.
5.7 Subject to the necessary consents being obtained, if required, in accordance with the terms of this Scheme, the provisions of this Clause shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document, all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.

6. EMPLOYEES

6.1 Upon the coming into effect of this Scheme, all Employees of the Demerged Undertaking shall become the employees of the Resulting Company with effect from the Appointed Date, and, subject to the provisions hereof, on terms and conditions not less favourable than those on which they are engaged by the Demerged Company in relation to the Demerged Undertaking and without any interruption of or break in service as a result of the transfer of the Demerged Undertaking. For the purpose of payment of any compensation, gratuity and other terminal benefits, the immediate past services of such Employees with the Demerged Company shall also be taken into account, and paid by the Resulting Company as and when the same become payable.
6.2 In so far as the provident fund and gratuity fund and any other funds or benefits if any created by the Demerged Company inter alia for the Employees are concerned (collectively referred to as the "Funds"), the funds and such investments made by the Funds which are relatable to the Employees in terms of sub-Clause 6.1 above shall be transferred to the Resulting Company and shall be held for their benefit pursuant to this Scheme in the manner provided hereinafter. In the event that the Resulting Company does not have its own Funds in respect of any of the above, the Resulting Company may, subject to necessary approvals and permissions, continue to contribute to the relevant Funds of the Demerged Company, until such time that the Resulting Company creates its own Funds, at which time the funds and the investments and contributions pertaining to the Employees shall be transferred to the Funds created by the Resulting Company.
6.3 In relation to any other fund created or existing for the benefit of the Employees being transferred to the Resulting Company, the Resulting Company shall stand substituted for the Demerged Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said funds in accordance with the provisions of such Scheme, funds, bye laws, etc. in respect of such Employees.

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6.4 In so far as the existing benefits or funds created by the Demerged Company for the employees of the Remaining Business are concerned, the same shall continue and the Demerged Company shall continue to contribute to such funds and trusts in accordance with the provisions thereof, and such funds and trusts, if any, shall be held inter alia for the benefit of the employees of the Remaining Business.

6.5 Employee Stock Benefits

6.5.1. Upon Part II of the Scheme becoming effective, employees of the Demerged Company holding options, (whether vested or unvested) under the Vakrangee Limited Employee Stock Option Scheme 2014 (ESOP) as on the Effective Date, shall continue to hold such Vakrangee Limited ESOPs on the existing terms and conditions, except for such modifications as may be required to give effect to this Clause 6.5.
6.5.2. Immediately upon Part II of the Scheme becoming effective, Vakrangee Limited ESOPs shall continue, subject to such adjustments towards the demerger of the E-Governance & IT/ITES business Division, as may be deemed appropriate by the relevant committeeof the Board of the Demerged Company in accordance with the provisions of th e Vakrangee Limited ESOPs and in compliance with the applicable laws. The Board of the Demerged Company shall through its Nomination & Remuneration & Compensation Committee, decide the manner in which difference in the intrinsic value created pursuant to the demerger of the Digital Division is to be compensated to the Vakrangee Limited ESOPs holders in compliance with the applicable laws and SEBI regulations.
6.5.3 The Boards of the Demerged Company and the Resulting Company Hall take such actions and execute such further documents as may be necessary or desirable for the purpose of giving effect to the provisions of Clause 6.5

7. LEGAL, TAXATION AND OTHER PROCEEDINGS

7.1. Upon the coming into effect of this Scheme, all legal, taxation or other proceedings, (including before any statutory or quasi-judicial authority or tribunal) by or against the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted any time thereafter and, in each case, relating to the Demerged Undertaking shall be continued and enforced by or against the Resulting Company with effect from the Effective Date. Except as otherwise provided herein, the Demerged Company shall in no event be responsible or liable in relation to any such legal, taxation or other proceedings against the Resulting Company. The Resulting Company shall be replaced/ added as party to such proceedings and shall prosecute or defend such proceedings at its own cost, in co-operation with the Demerged Company.
7.2. If any proceedings are taken against the Demerged Company in respect of the matters referred to in sub-Clause 7.1 above, it shall defend the same in accordance with any reasonable and prudent advice provided by the Resulting Company at the cost of the Resulting Company, and the latter shall reimburse and indemnify the Demerged Company against all liabilities and obligations incurred by the Demerged Company in respect thereof.
7.3. The Resulting Company undertakes to have all legal, taxation or other proceedings initiated by or against the Demerged Company in relation to Demerged Undertaking referred to in sub-Clause 7.1 above transferred to its name as soon as is reasonably possible after the Effective Date and to have

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the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Demerged Company. Both companies shall make relevant applications in that behalf.

SECTION 3 - REMAINING BUSINESS

Save and except Demerged Undertaking and as expressly provided in this Scheme, nothing contained in this Scheme shall affect Retained Undertaking (remaining business) of VL which shall continue to belong to and be vested in and be managed by VL. It is expressly clarified and provided that the Retained Undertaking shall continue to be so vested in VL and all liabilities, present or contingent, under the Income Tax Act, 1961 of VL as a whole, for the period prior to the Appointed Date shall be borne by VL with VL also being entitled to any and all tax refunds and other credits under the said acts for such prior period.
8.1 The Remaining Business and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by the Demerged Company.
8.2 All legal, taxation or other proceedings (including before any statutory or quasi-judicial authority or tribunal) by or against the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted at any time thereafter, and in each case relating to the Remaining Business (including those relating to any property, right, power, liability, obligation or duties of the Demerged Company in respect of the Remaining Business) shall be continued and enforced by or against the Demerged Company after the Effective Date. The Resulting Company shall in no event be responsible or liable in relation to any such legal, taxation or other proceedings against the Demerged Company, which relates to the Remaining Business.
8.3 If proceedings are taken against the Resulting Company in respect of the matters referred to in sub-Clause 8.2 above, it shall defend the same in accordance with the advice of the Demerged Company and at the cost of the Demerged Company, and the latter shall reimburse and indemnify the Resulting Company against all liabilities and obligations incurred by the Resulting Company in respect thereof.

8.4 With effect from the Appointed Date and up to and including the Effective Date :

8.4.1 the Demerged Company shall carry on and be deemed to have been carrying on all business and activities relating to the Demerged Undertaking for and on its own behalf;
8.4.2 all profits accruing to the Demerged Company thereon or losses arising or incurred by it (including the effect of taxes, if any, thereon) relating to the Remaining Business shall, for all purposes, be treated as the profits or losses, as the case may be, of the Demerged Company;
8.4.3 all assets and properties acquired by the Demerged Company in relation to the Remaining Business on and after the Appointed Date shall belong to and continue to remain vested in the Demerged Company;

SECTION 4 – CONSIDERATION

The provisions of this Section 4 of this Scheme shall operate notwithstanding anything to the contrary in this Scheme or in any other instrument, deed or Writing.

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9.1 Upon this scheme coming into effect, in consideration of the transfer of the Demerged Undertaking by the Demerged Company to the Resulting Company, in terms of this scheme, the Resulting Company shall, without any further act or deed, issue and allot to every member of the Demerged Company holding fully paid up equity shares in the Demerged Company and whose names appear in the Register of Members of the Demerged Company on the record date in respect of every Ten (10) Equity Shares of the face value of Re.1/- each fully paid up held by him / her / it in the Demerged Company One (1) new Equity share of the Resulting Company of the face value of Rs. 10/- each fully paid up;
9.2 The equity shares issued and allotted by the Resulting Company in terms of this Scheme shall rank pari passu in all respects with the existing equity shares of the Resulting Company.
9.3 The shares issued to the members of the demerged company pursuant to clause 9.1 above shall be issued in dematerialized form by the Resulting Company, unless otherwise notified in writing by the shareholders of the demerged company to the Resulting Company on or before such date as may be determined by the Board of Directors of the Resulting Company or a committee thereof. In the event that such notice has not been received by the Resulting Company in respect of any of the members of the Demerged Company, the shares shall be issued to such members in dematerialized form provided that the members of the Demerged Company shall be required to have an account with a depository participant and shall provide details thereof and such other confirmations as may be required it is only thereupon that the Resulting Company shall issue and directly credit the dematerialized securities to the account of such member with the shares of the Resulting Company. In the event that the Resulting Company has received notice from any member that shares are to be issued in certificate form or if any members has not provided the requisite details relating to the account with depository participant or other confirmations as may be required, then the Resulting Company shall issue shares in certificate form to such member.
9.4 The New Equity Shares to be issued in respect of the shares of the Demerged Company held in the unclaimed suspense account, if any, shall be issued to a new unclaimed suspense account created for the shareholders of the Resulting Company.
9.5 New Equity Shares to be issued by the Resulting Company pursuant to Clause 9.1 above in respect of such of the equity shares of the Demerged Company which are held in abeyance under the provisions of Section 126 of the Act or otherwise shall, pending allotment or settlement of dispute by order of Court or otherwise, also be kept in abeyance by the Resulting Company.
9.6 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Demerged Company, the Board of Directors or any committee thereof of the Demerged Company shall be empowered in appropriate cases, prior or even subsequent to the Record Date, to effectuate such a transfer in the Demerged Company as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor of the shares in the Resulting Company and in relation to the shares issued by the Resulting Company after the effectiveness of this Scheme. The Board of Directors of the Demerged Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of new members in Resulting Company on account difficulties faced in the transition period.
9.7 Unless otherwise determined by the Board of Directors or any committee thereof of the Demerged and Resulting Company, allotment of shares in terms of clause 9.1 of this part shall be done within 60 days from the effective date.

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9.8 If any Eligible member becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of Equity shares by the Resulting Company in accordance with this Scheme, the Board of Directors of the Resulting Company shall consolidate all such fractional entitlement and shall , without any further application, act, instrument or deed issue and allot such consolidate shares directly to an individual trustee in a separate account nominated by the Resulting Company (‘The Trustee’), who shall hold such equity shares with all additions or accretions thereto in trust for the benefit of the respective shareholders, to whom they belong and their respective heir, executors, administrators, successors for the specific purpose of selling such shares in the open market at such price or prices and on such time or times within 60 days from the date of allotment, as the trustee may in it’s sole discretion decide and on such sale , pay to the Resulting Company, the net sale proceeds (after deducting the applicable taxes and cost incurred) thereof and any additions and accretions , whereupon the Resulting Company shall subject to the withholding tax, if any, distribute such sale proceeds to the concerned Eligible Members in proportion to their respective fractional entitlement.
9.9 Pursuant to and upon this Scheme becoming effective, the Resulting company shall take necessary steps to increase and alter its authorized share capital suitably to enable the Resulting company to issue and allot the Equity Shares in the Resulting Company to the shareholders of the Demerged Company in terms of this Scheme and as an integral part of this Scheme, the share capital of the Resulting Company shall be increased in the manner set out in Clause 15 below.
9.10 Equity Shares of the Resulting Company issued in terms of clause 9.1 above shall pursuant to the circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/49 dated 22[nd] December, 2020 issued by Securities and Exchange Board of India (SEBI) and in accordance with compliance with requisite formalities under applicable laws, be listed and / or admitted to trading on BSE Limited and National Stock Exchange of India Limited (NSE), the relevant stock exchange(s) where the existing equity shares of the Demerged Company are listed and / or admitted to trading in accordance with the compliance with requite formalities under applicable laws and the Demerged company and the Resulting Company shall enter into such agreement / arrangement and give confirmations and / or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said stock exchange ( BSE Limited and National Stock Exchange of India Limited (NSE).
9.11 The equity shares of the Resulting Company allotted pursuant to the scheme shall remain frozen in the depositories system till listing / trading permission is given by the designated stock exchange.
9.12 Till the listing of the equity shares of the Resulting Company, there will be no change in the pre-arrangement capital structure and shareholding pattern or controls in the Resulting Company which may affect status of the approval of the stock exchanges to this scheme.
9.13 Approval of the Scheme by the shareholders of VL E-GOV shall be deemed to be due compliance of the provisions of section 42, 62 if any and other relevant or applicable provisions of the Companies Act, 2013 and Rules made thereunder, the SEBI(LODR) Regulations, 2015and the Articles of Association of the Resulting company and no other consent shall be required under the Act or the Articles of Association of the Resulting company for the issue and allotment of the Equity shares by VL E-GOV to the shareholders of VL as provided hereinabove.

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SECTION 5 – REDUCTION OF SHARE CAPITAL OF THE RESULTING COMPANY

9.14 Simultaneously, with the issue and allotment of the new Equity Shares by the Resulting Company to the Equity Shareholders of the Demerged Company in accordance with clause 9.1 of the Scheme in the books of the Resulting Company the existing shareholding in the equity share capital of the Resulting Company shall stand cancelled as an integral part of this Scheme in accordance with the provisions of section 66 of the Companies Act, 2013.
9.15 Since the said reduction is an integral part of the Scheme under Section 230 to 232 and will be made effective pursuant to order(s) of the NCLT(s) sanctioning the Scheme in terms of Sections 230 to 232 of the Act, the provisions of Section 66 of the 2013 Act shall not be applicable unless the NCLT holds otherwise. In any event, it shall be deemed that the members of the Resulting Company who have approved the Scheme have also resolved and accorded all relevant consents under Section 66 of the Companies Act, 2013 or any other provisions of the Act to the extent the same may be considered applicable and that there will be no need to pass a separate shareholders’ resolution as required under Section 66 of the Companies Act, 2013.
9.16 The order of NCLT sanctioning the Scheme shall be deemed to be an order under section 66 of the Act confirming reduction and no separate sanction under section 66 of the Act shall be necessary.

SECTION 5 - GENERAL TERMS AND CONDITIONS

ACCOUNTING TREATMENT

Upon the Scheme becoming effective, demerger of Demerged Undertaking of the Demerged Company into Resulting Company will be accounted for in accordance with the applicable accounting standards and Clause 10 and 11 (Accounting Treatment) of the Scheme.

10 ACCOUNTING TREATMENT IN THE BOOKS OF THE DEMERGED COMPANY (VL)

On the Scheme becoming effective and with effect from the Appointed Date, the Demerged Company shall account for demerger in its books as under:

10.1 All the assets, liabilities and reserves of the Demerged Company pertaining to the Demerged Undertaking, being transferred to the Resulting Company, shall be reduced from the books of accounts of the Demerged Company at their respective book values / carrying values at the close of business on the day immediately preceding the Appointed Date.
10.2 The excess/deficit, if any, of the book value of the assets over the book value of the liabilities and reserves of the Demerged Company pertaining to the Demerged Undertaking, which have been transferred pursuant to this Scheme, shall be adjusted against the reserves in the financial statements of the Demerged Company as drawn up in compliance with the Scheme and applicable accounting standards/IND AS of the Demerged Company. Notwithstanding anything above, the Board of Directors of the Demerged Company is authorized to account for any of the above-mentioned transactions or any matter not dealt with under this clause in accordance with the applicable accounting standards /IND AS and generally accepted accounting principles.

11. ACCOUNTING TREATMENT IN THE BOOKS OF THE RESULTING COMPANY (VL E- GOV)

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On the Scheme becoming effective and with effect from the Appointed Date, the Resulting Company shall account for demerger in its books as under:

11.1 Demerger of Demerged Undertaking of the Demerged Company into Resulting Company shall be accounted for in the books of account of the Resulting Company in accordance with applicable accounting standards/IND AS and generally accepted accounting principles;
11.2 The Resulting Company shall record the assets, liabilities and reserves pertaining to the Demerged Undertaking vested in it pursuant to this Scheme, at their respective book values / carrying values in the books of the Demerged Company;
11.3 The identity of the reserves, shall be preserved, and they shall appear in the financial statements of the Resulting Company in the same form in which they appeared in the financial statements of the Demerged Company;
11.4 The inter-corporate borrowings, deposits / loans and advances outstanding, if any, between the Resulting Company and the Demerged Undertaking of the Demerged Company as on the Effective Date will stand cancelled and there shall be no further obligation in that behalf. Further, any other inter-company payables and receivables between the Demerged Undertaking of the Demerged Company and the Resulting Company shall be cancelled and the Resulting Company shall accordingly credit the concerned payable against related receivables in its books and debit the concerned receivable against the related payables in its books;
11.5 The Resulting Company shall issue and allot equity shares to the shareholders of the Demerged Company in accordance with Clause 9 above and credit the aggregate face value of such equity shares to its share capital account.
11.6 The surplus / deficit, if any, of the net value of assets, liabilities and reserves of the Demerged Undertaking of the Demerged Company acquired and recorded by the Resulting Company over the amount recorded as share capital issued shall be credited or debited, as the case may be, to the reserves in the financial statements of the Resulting Company;
11.7 In case of any difference in the accounting policies between the Demerged Company and the Resulting Company, the accounting policies followed by the Resulting Company shall prevail and the difference, if any, will be quantified and shall be adjusted in the Reserves, to ensure that the financial statements of the Resulting Company reflect the financial position on the basis of consistent accounting policy;
11.8 Upon the Scheme being effective, the existing shareholding in the Resulting Company shall stand cancelled. Upon cancellation, the Resulting Company shall debit to its Equity Share Capital Account, the aggregate face value of existing equity shares held by the shareholders in the Resulting Company, which stand cancelled and the same shall be credited to the Capital Reserve of the Resulting Company.
11.9 Notwithstanding the above, the Board of the Resulting Company in consultation with its statutory auditors, is authorized to account for any of these balances in any manner whatsoever, as may be deemed fit in accordance with the prescribed accounting standards, and applicable generally accepted accounting principles as applicable to the Resulting Company.

12. TAXES

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All taxes (including income tax, minimum alternate tax, sales tax, excise duty, custom duty, service tax, GST, etc.) paid or payable by the Demerged Company in respect of the operations and/or the profits of the Demerged Undertaking before the Appointed Date, shall be on account of the Demerged Company and, insofar as it relates to the tax payment (including, without limitation, income tax, minimum alternate tax, sales tax, excise duty, custom duty, service tax, GST, etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the Demerged Company in respect of the profits or activities or operation of the Demerged Undertaking after the Appointed Date, the same shall be deemed to be the corresponding item paid by the Resulting Company and shall, in all proceedings, be dealt with accordingly.

13. SCHEME CONDITIONAL ON

This Scheme is conditional upon and subject to:

13.1 Obtaining no-objection /observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of SEBI (LODR) Regulations, 2015.
13.2 the Scheme being agreed to by the respective requisite majorities of the various classes of members and creditors of the Demerged Company and the Resulting Company as required under the Act and the requisite order of the National Company Law Tribunal, Mumbai Bench, Mumbai being obtained such other sanctions and approvals as may be required by law in respect of this Scheme being obtained; and
13.3 In the event of this Scheme failing to take effect by 30[th] September, 2022 or such later date as may be agreed by the respective Board of Directors, this Scheme shall stand revoked, cancelled and be of no effect and become null and void, and in that event, no rights and liabilities shall accrue to or be incurred inter se between the parties or their shareholders or creditors or employees or any other person. In such case, the Demerged Company shall bear all costs and expenses.
13.4 Para 10 of SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22nd December, 2020 shall not be applicable to the Scheme.
13.5 such other sanctions and approvals as may be required by law in respect of this Scheme being obtained; and
13.6 the Certified copies of the NCLT orders referred to in this Scheme being filed with the Registrar of Companies, Maharashtra, Mumbai.

PART III – OTHER TERMS & CONDITIONS

SECTION 6 - OTHER TERMS AND CONDITIONS

14.1 The Demerged Company and the Resulting Company shall be entitled to declare and pay dividends, whether interim or final, to their respective shareholders in respect of the accounting period prior to the Effective Date, as applicable.
14.2 The Equity shares of the Resulting Company to be issued and allotted to the Equity shareholders of the Demerged Company as provided in clause 9 hereof shall be entitled to dividends from the date of allotment.

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14.3 The holders of the shares of the Demerged Company and the Resulting Company shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under their respective articles of association including the right to receive dividends.
14.4 It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of the Demerged Company and/or the Resulting Company to demand or claim any dividends which, subject to the provisions of the said Act, shall be entirely at the discretion of the Board of Directors of the Demerged Company and the Resulting Company respectively, and subject to the approval, if required, of the shareholders of the Demerged Company and the Resulting Company respectively.
14.5 The holders of the shares of the Demerged Company and the Resulting Company shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under their respective articles of association including the right to receive dividends.
14.6 It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of the Demerged Company and/or the Resulting Company to demand or claim any dividends which, subject to the provisions of the said Act, shall be entirely at the discretion of the boards of directors of the Demerged Company and the Resulting Company respectively, and subject to the approval, if required, of the shareholders of the Demerged Company and the Resulting Company respectively

15. INCREASE IN THE AUTHORISED SHARE CAPITAL OF VL E-GOVERNANCE & - IT SOLUTIONS LIMITED (VL E GOV) CONSEQUENT ALTERATIONS IN THE MEMORANDUM OF ASSOCIATION

The Authorized Share Capital of VL E-GOVERNANCE & IT SOLUTIONS Limited shall be increased and reorganized, in the manner mentioned below, to cover the fresh issue of equity shares by VL E-GOV to the shareholders of the Demerged Company in terms of clause 9 of this Scheme:

The Authorised Share Capital of VL E-GOVERNANCE & IT SOLUTIONS LIMITED shall be increased and reorganized from Rs. 15,00,00,000/- (Rupees Fifteen Crores only) comprising of 1,50,00,000 (One Crore fifty Lakh) Equity Shares of Rs. 10/- (Rupees Ten) each to Rs. 110,00,00,000/- (Rupees One Hundred Ten Crores only) comprising of 11,00,00,000 (Eleven Crores Only) Equity Shares of Rs. 10/- (Rupee Ten) each.

In consequence of the increase in the Authorised Share Capital, as mentioned above, following new clause V shall be inserted in the Memorandum of Association of the Resulting Company (VL E-GOV) in place and stead of the existing clause V:

Clause V: - Memorandum of Association .

The Authorised share capital of the Company is Rs. 110,00,00,000/- (Rupees One Hundred Ten Crores only) comprising of 11,00,00,000 (Eleven Crores Only) Equity Shares of Rs. 10/(Rupees Ten) each.

It is clarified that the relevant date for the increase of Authorised Share Capital of the Resulting Company shall be the effective date and the statutory time limit for filing of necessary documents with Registrar of Companies in connection with such increase in the Authorised

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Share Capital shall commence from the date the Scheme becomes effective. It is also clarified that the Resulting Company shall be required to pay the filing fee and stamp duty only on the increase in the Authorised Share Capital from Rs. 15,00,00,000/- to Rs. 110,00,00,000/- i.e. an increase of Rs 95,00,00,000/-.

It is further clarified that the Resulting Company shall not be required to pass any resolution under section 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 for increase in the Authorised Share Capital of the Resulting Company, as envisaged above and that the members of the Resulting Company shall be deemed to have accorded their consent under various provisions of the Companies Act, 2013 and Rules made there under to the increase in the share capital in terms of this Scheme.

16. APPLICATION TO NATIONAL COMPANY LAW TRIBUNAL

The Demerged Company and the Resulting Company shall make necessary applications before the National Company Law Tribunal, Mumbai Bench, Mumbai for the sanction of this Scheme under Sections 230 to 232 of the Act.

17. MODIFICATIONS OF SCHEME

17.1 The Demerged Company and the Resulting Company through their Board of Directors may consent on behalf of all persons concerned to any modifications or amendments of this Scheme or to any conditions which the NCLT and/or any other authorities under law may deem fit to approve of or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for carrying out the Scheme and do all acts, deeds and things as may be necessary, desirable or expedient for putting this Scheme into effect.
17.2 However, no modifications and / or amendments to the Scheme can be carried out or effected by the Board of Directors without approval of the Tribunal / Court and the same shall be subject to powers of the NCLT under the Act.
17.3 For the purpose of giving effect to this Scheme or to any modifications thereof, the Directors of the Demerged Company and the Resulting Company are authorized to give such directions and/or to take such steps as may be necessary or desirable including any directions for settling any question or doubt or difficulty whatsoever that may arise.
17.4 The Demerged Company and Resulting Company shall take such other steps as may be necessary or expedient to give full and formal effect to the provisions of this Scheme.

18 NON- RECEIPT OF APPROVALS AND REVOCATION/WITHDRAWAL OF THIS SCHEME

18.1 The Demerged Company and the Resulting Company acting jointly through their respective Boards shall each be at liberty to withdraw from this Scheme.

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18.2 The Demerged Company and/or Resulting Company acting through their respective Boards shall each be at liberty to withdraw from this Scheme in case the Demerged Company or the Resulting Company is declared insolvent.
18.3 In the event of any of the said sanctions and approvals not being obtained and/or the Scheme not being sanctioned by the Tribunal, and/or the order or orders not being passed as aforesaid on or before 30[th] September, 2022 or such later date from the date of approvals of the Scheme by respective Boards of the Parties or within such extended period as may be mutually agreed upon between the Demerged Company and the Resulting Company through their respective Boards or their authorized representatives, this Scheme shall become null and void and each party shall bear and pay its respective costs, charges and expenses for and/ or in connection with this Scheme.

In the event of revocation/withdrawal of the Scheme under Clause 18.1, 18.2 or 18.3 above, no rights and liabilities whatsoever shall accrue to or be incurred inter se the Demerged Company and the Resulting Company or their respective shareholders or creditors or employees or any other person, save and except in respect of any act or deed done prior thereto as is contemplated hereunder or as to any right, liability or obligation which has arisen or accrued pursuant thereto and which shall be governed and be preserved or worked out as is specifically provided in the Scheme or n accordance with the Applicable Law and in such case, each party shall bear its owns costs, unless otherwise mutually agreed

19. SEVERABILITY

If any part of this Scheme is found to be unworkable for any reason whatsoever, the same shall not, subject to the decision of the Demerged Company and the Resulting Company, affect the validity or implementation of the other parts and/or provisions of this Scheme.

20. COSTS

Upon the sanction of this Scheme by the NCLT, Mumbai, all costs (including but not limited to stamp duty, registration charges, etc.) in relation to the Demerger shall be borne entirely by the Demerged Company.

Note: You are requested to read the entire text of the Scheme to get fully acquainted with the provisions thereof. The aforesaid are only some of the salient extracts thereof.

Other matters

Summary of the Valuation Report including the basis of valuation is enclosed as Annexure 7.
The accounting treatment as proposed in the Scheme is in conformity with the accounting standards prescribed under Section 133 of the Act. The certificates issued by the respective Statutory Auditors of the Companies are open for inspection at the website of the company at www.vakrangee.in
Under the Scheme, an arrangement is sought to be entered into between VL and its Equity Shareholders. Upon the effectiveness of the Scheme, VL E-GOV shall issue and allot the equity shares to the shareholders of VL, based on the Share Exchange Ratio i.e. VL E-GOV will issue and allot, to every equity shareholder of VL, holding fully paid-up equity shares in the VL and

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whose names appear in the register of members of the VL on the Record Date to be announced by the Board of the Company, in respect of every 10 Ten) Equity Shares of the face value of Rs. 1/- (Rupee One) each fully paid up held by him / her / it in the Demerged Company, 1 (One) new Equity shares of the Resulting Company of the face value of Rs.10 (Rupees 10) each fully paid up.

As far as the Equity shareholders of VL are concerned they will get the Shares in the same proportion in the Resulting Company as the existing capital of the Resulting Company shall be cancelled pursuant to the Scheme of Demerger and the mirror image of the shareholders will be created in the proportion of the swap ratio.

In respect of the Scheme, there is no arrangement with the creditors, either secured or unsecured of VL. No compromise is offered under the Scheme to any of the creditors and the liability of the creditors of VL, under the Scheme, is neither being reduced nor being extinguished. There is no effect on any of the creditors.

As on date, VL has no outstanding towards any public deposits and therefore, the effect of the Scheme on any such public deposit holders does not arise. As on date, VL has not issued any debentures. In the circumstances, the effect of the Scheme on the debenture trustee does not arise.

Under the Scheme, no rights of the Employees of the VL are being affected. The services of the Employees under the Scheme, shall continue on the same terms and conditions on which they were engaged by VL.

There is no effect of the Scheme on the key managerial personnel and/or the Directors of VL. Further no change in the Board of Directors of the company is envisaged on account of the Scheme.

Further, none of the Directors, the Key Managerial Personnel (as defined under the Act and rules framed thereunder) of VL and their respective relatives (as defined under the Act and rules framed thereunder) have any interest in the Scheme except to the extent of the equity shares held by them in VL and/or to the extent that the said Director(s) are common director(s) of the Companies and/or to the extent the said Director(s) are holding shares in VL E-GOV to the extent that the said Director(s), Key Managerial Personnel and their respective relatives are the directors, members of the companies that hold shares in the respective Companies. Save as aforesaid, none of the said Directors or the Key Managerial Personnel has any material interest in the Scheme. The shareholding of the Company Secretary and Chief financial Officer of the Company and their respective relatives is less than 2% of the paid-up share capital of each of the Companies.

Under the Scheme, an arrangement is sought to be entered into between VL E-GOV and its Equity Shareholders. Upon the effectiveness of the Scheme, the present paid up Equity share Capital of the Resulting Company shall stand cancelled.

In respect of the Scheme, there is no arrangement with the creditors, either secured or unsecured of either the Demerged Company or Resulting Company. No compromise is offered under the Scheme

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to any of the creditors of and the liability of the creditors of VL or VL E-GOV, under the Scheme, is neither being reduced nor being extinguished.

As on date, VL E-GOV has no outstanding towards any public deposits and therefore, the effect of the Scheme on any such public deposit holders does not arise. As on date, VL E-GOV has not issued any debentures. In the circumstances, the effect of the Scheme on the debenture trustee does not arise.

There is no effect of the Scheme on the key managerial personnel and/or the Directors of VL E- GOV.

Upon the effectiveness of the Scheme, the Remaining Business and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by the Demerged Company.

Further, none of the Directors, the Key Managerial Personnel (as defined under the Act and rules framed thereunder) of VL E-GOV and their respective relatives (as defined under the Act and rules framed thereunder) have any interest financial or otherwise in the Scheme except to the extent of the equity shares held by them in VL and/or to the extent that the said Director(s) are common director(s) of the Companies and/or to the extent the said Director(s) are holding shares in VL. The Scheme on the material interest of the Directors and Key Managerial Personnel is not any different from the effect on other shareholders of the Applicant Company and/or VL E-GOV.

The Scheme does not involve any capital or debt restructuring and therefore the requirement to disclose details of capital or debt restructuring is not applicable.
In compliance with the provisions of Section 232(2)(c) of the Act, the Board of Directors of VL and VL E-GOV have in their separate meetings held on 12[th] November, 2021, have adopted a report, inter alia, explaining effect of the Scheme on each class of shareholders, key managerial personnel, promoters and non-promoter shareholders amongst others. Copy of the Reports adopted by the respective Board of Directors of VL and VL E-GOV are enclosed as Annexure 8 and Annexure 9 respectively.
No investigations or proceedings are pending under sections 235 to 251 of the Companies Act, 1956 and sections 210,217, 219, 221, 224 and 225 of the Companies Act, 2013 against any of the Companies.
To the knowledge of the Companies, no winding up proceedings have been filed or are pending against them under the Act or the corresponding provisions of the Act of 1956.
The copy of the proposed Scheme has been filed by the respective Companies before the concerned Registrar of Companies on 20[th] January, 2023 vide SRN No. F57635385 and SRN No. F57635922 in form GNL-1.

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The Standalone and Consolidated Audited Financial Statements of VL and Standalone Audited Financial Statements of VL E-GOV for the year ended 31[st] March, 2022 are enclosed as Annexure 10 and Annexure 11, respectively.
As per SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021 Unaudited Financial Statements along with Limited Review Report for the period ended 30[th] September, 2022 of Vakrangee Limited, The Demerged Company are annexured herewith as Annexure 12 and Audited Financial Statements for the period ended 30[th] September, 2022 of VL E-Governance & IT Solutions Limited are annexed herewith as Annexure 13.
As per the books of accounts VL, the amount due to the Secured creditors as on 31[st] March, 2022 is Rs. 0 and in VL E-GOV there are no Secured Creditors and that of the unsecured creditors is Rs. 1091158778and Rs. 159222 respectively.

As per the books of accounts VL, the amount due to the Secured creditors as on 30[th] September, 2022 is Rs. 0 and in VL E-GOV there are no Secured Creditors and that of the unsecured creditors is Rs. 1325283717 and Rs. 159222 respectively.

The name and addresses of the Promoters of Vakrangee Limited including their shareholding in the Companies as on 13[th] January 2023 are as under:

Sr. No.	Name and address of Promoters and Promoter Group	VL	VL	VL E-GOV	VL E-GOV
		No. of Shares of Re. 1/- each	%	No. of Shares of Rs.10/- each	%
PROMOTERS
1.	Dinesh Nandwana 2502, Tivoli Co. Op. Housing Society Ltd, Central Avenue Road, Hiranandani Gardens, Powai, Mumbai–400076	69107095	6.54	0	0
2.	Dinesh Nandwana (HUF) 2502, Tivoli Co. Op. Housing Society Ltd, Central Avenue Road, Hiranandani Gardens, Powai, Mumbai–400076	196000	0.02	0	0
PROMOTER GROUP
3.	Vakrangee Holdings Private Limited Vakrangee Corporate House, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri East Mumbai Mumbai City MH 400093	250950388	23.69	0	0
4.	NJD Capital Private Limited	131099682	12.37	0	0

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	Vakrangee Corporate House, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri East Mumbai Mumbai City MH 400093
	Total	451353165	42.60	0	0

The name and addresses of the Promoters of VL E-GOV including their shareholding in the Companies as on 13[th] January 2023 are as under:

Sr.No.	Name and address of Promoters and Promoter Group	VL	VL	VL E-GOV
		No. of Shares of Re.1/-each	%	No. of Shares of Rs. 10/-each	%
PROMOTERS
1.	Vakrangee Limited Vakrangee Corporate House, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri East Mumbai Mumbai City MH 400093	0	0	11999994	100
2.	Dinesh Nandwana, (Nominee of Vakrangee Limited) 2502, Tivoli Co. Op. Housing Society Ltd, Central Avenue Road, Hiranandani Gardens, Powai, Mumbai–400076	69107095	6.52	1	0
3.	Nishikant Hayatnagarkar, (Nominee of Vakrangee Limited) 701 Hill Queens Apt., Bhavani Nagar, Marol, Andheri (E) Mumbai-400059 Maharashtra, INDIA	174288	0.02	1	0
4.	Jitendra Jog, (Nominee of Vakrangee Limited) 901/A, Greenwoods Society, M.V.Road, Near Gurunank Petrol Pump, Chakala, M.I.D.C., Andheri (East), Mumbai – 400093	0	0	1	0

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Viral Majumdar, (Nominee of Vakrangee Limited) A-301, Devki Aashirwad, Eksar Road, Near Shanti Aashram, Borivali West, Mumbai – 400103	36000	0	1	0
Ajay Jangid, (Nominee of Vakrangee Limited) D.C.M. Indira Gandhi Nagar, Udyog Puri, Kota, Rajasthan-324004	0	0	1	0
Sachin Khandekar, (Nominee of Vakrangee Limited) Flat No. 1003, Bldg No. 5B, Destiny Paradise CHSL, Gavhanpada, Mulund East – Mumbai 400081	142	0	1	0
TOTAL			12000000	100

49. The details of the Directors of VL as on 13[th] January 2023 are as follows:

Sr. no.	Name of Director	Address	DIN
1	Mr. Ramesh Joshi	D-1303, Panchsheel Heights, Mahavir Nagar, Kandivili (W) Mumbai - 400067, Maharashtra, INDIA	00002683
2	Mr. Dinesh Nandwana	2502, Tivoli Co. Op. Housing Society Ltd, Central Avenue Road, Hiranandani Gardens, Powai, Mumbai–400076	00062532
3	Dr. Nishikant Kishanrao Hayatnagarkar	701 Hill Queens Apt., Bhavani Nagar, Marol, Andheri (E) Mumbai-400059 Maharashtra, INDIA	00062638
4	Mr. Sunil Agarwal	354, Talwandi, Kota-324005, Rajasthan, INDIA	00062767
5	Mr. Babu Lal Meena	7 Shanti Vihar, Sarswati Nagar, Jaipur – 302017, Rajasthan	03281592
6	Mr. Avinash Chandra Vyas	C-45A, Shiv Marg, Dundlod House Colony, Hawa Sadak, Jaipur – 302019, Rajasthan, INDIA	06869633
7	Mr. Hari Chand Mittal	H. No. 234, Sector 40 A, Chandigarh – 160036	08797386

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8	Mr. Ranbir Datt	768, Krishna Niwas, 8thFloor, Dr Ghanti Road, Parsi Colony, Dadar – East, Mumbai–400014	08064889
9	Mrs. Sujata Chattopadhyay	CH, 1/15, Kharghar, Kendriya Vihar, Sector 11, Kharghar, Navi Mumbai– 410210	02336683

The details of the Directors of VL E-GOV as on 13[th] January 2023 are as follows:

Sr. No.	Name of Director	Address	DIN
1	Dinesh Nandwana	2502, Tivoli Co. Op. Housing Society Ltd, Central Avenue Road, Hiranandani Gardens, Powai, Mumbai–400076	00062532
2	Yogesh Kharate (#)	C/004, Royal Dreams CHS, Namaskar Dhaba, Adivali, Shree Malang Road, Kalyan (East)-421306	09831227
3	Amit Sabarwal	107 / 108, Shivam Apts, Nr. Regal Shoes, J. P. Road, 7 Bunglow, Andheri- (West) Mumbai, Maharashtra India 400058	06478938

(#) Mr. Yogesh Kharate has been appointed as additional director w.e.f. 21/12/2022.

Mr. Jitendra Jog who voted in favour of the resolution passed at the board of directors meeting held on 12/11/2021 has resigned as a director on 21/12/2022.

The details of the shareholding of the Directors and the Key Managerial Personnel of VL in VL and VL E-GOV as on 13[th] January 2023 are as follows:

Name of Director and KMP	Position	Equity Shares held in VL	Equity shares in VL E-GOV
Dinesh Nandwana	Managing Director & Group CEO	69107095	1*
Dr. Nishikant Hayatnagarkar	Whole Time Director	174288	1*
Ramesh Joshi	Director	500	0
Hari Chand Mittal	Director	361623	0
Babu Lal Meena	Director	36812	0
Avinash Vyas	Director	0	0
Sunil Agarwal	Director	0	0
Sujata Chattopadhyay	Director	0	0
Ranbir Datt	Nominee Director	0	0
Ajay Jangid	CFO	0	1*
Sachin Khandekar	Company Secretary	142	1*

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Note: One share held in VL E-Gov is in the capacity as a Nominee of Vakrangee Limited.
The details of the shareholding of the Directors and the Key Managerial Personnel of VL E-GOV in VL and VL E-GOV as on 13[th] January 2023 are as follows:

Name of Director and KMP	Position	Equity Shares held in VL
Dinesh Nandwana	Director	69107095
Amit Sabarwal	Director	2000
Yogesh Kharate	Director	2320
Pradeep Somani	CFO	1000
KhushbuMehta	CompanySecretary	0

The Pre& Post -Arrangement shareholding pattern of VL as on 13[th] January 2023 are as under:

		Pre- Arrangement	Pre- Arrangement	Post-Arrangement	Post-Arrangement
Sr. NO	Category	No. of fully paid up equity shares held	Shareholding as a % of total no. of shares	No. of fully paid up equity shares to be held	Shareholding as a % of total no. of shares
(A)	Promoter and Promoter Group
(1)	Indian
(a)	Individuals/Hindu undivided family	69303095	6.54	69303095	6.54
(b)	Body Corporate	382050070	36.06	382050070	36.06
(c)	Trust	-	-	-	-
	Sub-Total (A)(1)	451353165	42.60	451353165	42.60
(2)	Foreign
(a)	Body Corporate (through GDRs)	-	-
	Sub-Total (A)(2)	-	-
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1) + (A)(2)	451353165	42.60	451353165	42.60
(B)	Public Shareholding
(1)	Institutions
(a)	Mutual Funds	0	0.00	0	0.00
(b)	Foreign Portfolio Investors	84261161	7.95	84261161	7.95
(c)	Financial Institutions/ Banks	16488	0.00	16488	0.00
(d)	Insurance Companies	66926981	6.32	66926981	6.32
(e)	Foreign Institutional Investors ( FII’s)	-	-	-	-
	Sub Total (B) (1)	151204630	14.27	151204630	14.27
					A41

(2)	Central Government/State Government(s)/ President of India	-	-
	Sub Total (B)(2)	-	-
(3)
(a)	i. Individual shareholders holding nominal share capital upto Rs.2 lakhs	220997306	20.86	220997306	20.86
	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	81790010	7.72	81790010	7.72
(b)	NBFCs Registered with RBI	-	-	-	-
(c)	Overseas Depositories (Holding GDRs)	-	-	-	-
(d)	Any Other
	Trusts	164742	0.02	164742	0.02
	Investor Education and Protection Fund(IEPF)	2347560	0.22	2347560	0.22
	Hindu Undivided Family	19264934	1.82	19264934	1.82
	Overseas Corporate Bodies	-	-	-	-
	Non Resident Indians (Repatriation)
	Clearing Members	3969340	0.37	3969340	0.37
	Non Residents Indians (Non- Repatriation)	-	-	-	-
	Bodies Corporate	103157331	9.74	103157331	9.74
	Non Residents Indians	25066184	2.36	25066184	2.36
	Other Director	184588	0.02	184588	0.02
	Sub Total (B)(3)	456941995	43.13	456941995	43.13
	Total Public Shareholding (B)= (B)(1) + (B)(2) + (B)(3)	608146625	57.40	608146625	57.40
	Total Shareholding (A+B)	1059499790	100.00	1059499790	100.00

Pre and post Arrangement (expected) shareholding pattern of VL E-GOV as on 13[th] January 2023:

		Pre - Arrangement	Pre - Arrangement	Post -Arrangement	Post -Arrangement
Sr. No	Category	No. of fully paid up equity shares held	Shareholding as a % of total no. of shares	No. of fully paid up equity shares to be held	Shareholding as a % of total no. of shares
(A)	Promoter and Promoter Group
1	Indian

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(a)	Individuals/Hindu undivided family	0	0	6930309	6930309	6.54
(b)	Body Corporate	12000000	100	38205007		36.06
(c)	Trust
	Sub-Total (A)(1)	12000000	100	45135316		42.60
2	Foreign
(a)	Body Corporate (through GDRs)	0	0	0		0
	Sub-Total (A)(2)
	Total Shareholding of Promoter and Promoter Group (A)= (A)(1) + (A)(2)	12000000	100	45135316		42.60
(B)	Public Shareholding
1	Institutions
(a)	Mutual Funds	0	0	0		0.00
(b)	Foreign Portfolio Investors	0	0	8426116		7.95
©	Alternate Investment Fund	0	0	0		0
(d)	Financial Institutions/ Banks	0	0	1649		0.00
(e)	Insurance Companies	0	0	6692698		6.32
(f)	Foreign Institutional Investors ( FII’s)	0	0	0		0
	Sub Total (B) (1)	00	00	15120463		14.27
2	Central Government/State Government(s)/ President of India
	Sub Total (B)(2)	0	0		0	0
3
(a)	i. Individual shareholders holding nominal share capital upto Rs.2 lakhs	0	0	22099731	20.86
	ii. Individual shareholders holding nominal share capital in excess of Rs. 2 lakhs	0	0	8179001	7.72
(b)	NBFCs Registered with RBI	0	0	-	-

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(c)	Overseas Depositories (Holding GDRs)	0	0
(d)
	Trusts	0	0	16474	0.02
	IEPF	0	0	234756	0.22
	Hindu Undivided Family	0	0	1926493	1.82
	Overseas Corporate Bodies	0	0
	Non Resident Indians (Repatriation)	0	0
	Clearing Members	0	0	396934	0.37
	Non Residents Indians (Non-Repatriation)	0	0
	Bodies Corporate	0	0	10315733	9.74
	Non Residents Indians	0	0	2506618	2.36
	Other Director or Directors Relative	0	0	18458	0.02
	LLP	0	0
	Sub Total (B)(3)	0	0	45694199	43.12
	Total Public Shareholding (B)= (B)(1) +(B)(2) +(B)(3)	0	0	60814662	57.40
	Total Shareholding (A+B)	12000000	100	105949979	100.00

The pre and post-Arrangement (expected) capital structure of VL will be as follows (assuming the continuing capital Structure as on 13[th] January 2023 being date of the Order):

PRE-ARRANGEMENT

PRE-ARRANGEMENT	PRE-ARRANGEMENT
		Amount (Rupees)
Authorised Share Capital		1250000000


	Total	1250000000
Issued,	Subscribed and Paid-Up Capital	1059499790

	Total	1059499790

POST ARRANGEMENT

POST ARRANGEMENT
	Amount (Rupees)
Authorised Share Capital	1250000000


Total	1250000000

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Issued, Subscribed and Paid Up Capital 1059499790 Total 1059499790

The capital structure of VL E-GOV is as under (assuming the continuing capital Structure as on 13[th] January 2023):

PRE-ARRANGEMENT

Share Capital	Amount in Rs.
Authorised Share Capital	150000000

Total	150000000
Issued, Subscribed and Paid-Up Capital	120000000

Total	120000000

POST ARRANGEMENT

Share Capital	Amount in Rs.
Authorised Share Capital	1100000000

Total	1100000000
Issued, Subscribed and Paid-Up Capital	1059499790
	1059499790
Total
	1059499790

In the event that the Scheme is withdrawn in accordance with its terms, the Scheme shall stand revoked, cancelled and be of no effect and null and void.
The following documents are available at the website: www.vakrangee.in
i. Copy of the order passed by NCLT in the Company Scheme Application No.71/ 2022 dated January 20, 2023 directing VL to, inter alia, convene the meeting of its Unsecured Creditors;
ii. Copy of the Joint Company Scheme Application No. 71/2022 with annexures filed by VL & VL E-GOV before NCLT;
iii. Copy of the Memorandum and Articles of Association of VL & VL E-GOV respectively;
iv. Copy of the annual reports of VL & VL E-GOV for the financial years ended 31[st] March 2022; and unaudited financial statements of VL for the six months period ended on 30[th] September, 2022 and audited financial statements of VL E-GOV for the six months period ended on 30[th] September, 2022.
v. Copy of the Register of Directors' shareholding of each of the Companies;

A45

vi. Copy of Valuation report dated 11[th] November, 2021 submitted by Mr. Lalit Kumar Dangi. Chartered Accountants, Registered Valuer.
vii. Copy of the Fairness Opinion, dated 12[th] November, 2021 issued by Ashika Capital Limited, to the Board of Directors of VL.
viii. Copy of the Audit Committee Report, dated 12[th] November, 2021 of VL
ix. Copies of the resolutions, both dated 12[th] November, 2021, passed by the respective Board of Directors of VL & VL E-GOVapproving the Scheme;
x. Copy of the Statutory Auditors' certificate on Accounting Treatment dated 12[th] November, 2021 issued by M/s A P Sanzgiri & Co, Chartered Accountants to VL.
xi. Copy of the Statutory Auditors' certificate on accounting treatment dated 12[th] November, 2021 issued by M/s S K Patodia& Associates, Chartered Accountants to VL E-GOV
xii. Copy of the complaints report, dated 10[th] January, 2022 and 24[th] December, 2021 submitted by VL to BSE and NSE respectively;
xiii. Copy of the no adverse observation / objection letter issued by BSE and NSE, dated11[th] March, 2022 issued to VL.
xiv. Summary of the Valuation Report including the basis of valuation;
xv. Copy of Form No. GNL-1 filed by the respective Companies with the concerned Registrar of Companies vide SRN No. F57635385 and SRN No. F57635922 along with challan dated 20[th] January, 2023, evidencing filing of the Scheme;
xvi. Copy of the certificate, dated 12[th] November, 2021, issued by A P Sanzgiri& Co, Chartered Accountants, certifying the amount due to the secured and unsecured creditors of VL as on 31[st] March, 2022.
xvii. Copy of the certificate, dated 11[th] March,2022 issued by M/s S K Patodia & Associates, Chartered Accountants, certifying the amount due to the secured and unsecured creditors of VL E-GOV as on 31[st] March, 2022.
xviii. Copy of the Scheme;
xix. Copy of the Reports dated 12[th] November, 2021 adopted by the Board of Directors of VL and VL E-GOV respectively, pursuant to the provisions of section 232(2)(c) of the Act.
This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1) and (2) and 102 of the Act read with Rule 6 of the Rules.
After the Scheme is approved, by Unsecured Creditors of VL it will be subject to the approval/sanction by NCLT.

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Dated this 23[rd] day of January,2023 M. A. Kuvadia (Chairman appointed for the aforesaid NCLT Convened Meeting)

Registered office: Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093

Encl.: As above

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Annexure 1

SCHEME OF ARRANGEMENT

FOR DEMERGER

UNDER SECTIONS 230 to 232 READ WITH SECTION 66

OF THE COMPANIES ACT, 2013

BETWEEN VAKRANGEE LIMITED (‘VL’)

... DEMERGED COMPANY

AND

VL E-GOVERNANCE & IT SOLUTIONS LIMITED (‘VL E-GOV’) RESULTING COMPANY

AND

THEIR RESPECTIVE SHAREHOLDERS

A) PREAMBLE

This Scheme of arrangement (herein after referred to as” Scheme”) is presented under sections 230 to 232 read with section 66 and other applicable provisions of the Companies Act, 2013, which inter alia provides for Demerger of E-Governance & IT/ITES Business (Demerged undertaking) of VAKRANGEE LIMITED into VL E-GOVERNANCE & IT SOLUTIONS LIMITED .

This Scheme also provides for various other matters consequential or otherwise integrally connected therewith.

B) DISCRIPTION OF THE DEMERGED COMPANY AND RESULTING COMPANY

1. Vakrangee Limited (‘VL’)

The Demerged Company (VL) was incorporated as a Private Limited company under the Companies Act, 1956 on 28th May, 1990 in the name of Vakrangee Investment And Consultancy Private Limited in the State of Maharashtra.

The name of the Demerged Company was changed from Vakrangee Investment And Consultancy Private Limited to Vakrangee Investment Limited and obtained a fresh certificate of incorporation dated 3rd April, 1992 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

The name of the Demerged Company was further changed from Vakrangee Limited to Vakrangee Softwares Limited and obtained a fresh certificate of incorporation dated 24th August, 1999 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

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The name of the Demerged Company was further changed from Vakrangee Software’s Limited to its present name Vakrangee Limited and obtained a fresh certificate of incorporation dated 1st October, 2013 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

The CIN of the Company is L65990MH1990PLC056669.

The Demerged Company is a Public Company and its shares are listed on BSE Limited (‘BSE’) and National Stock Exchange of India Ltd (‘NSE’).

The main object clauses of the Memorandum of Association of the Demerged Company authorize the Demerged Company:

To carry on business as manufactures, products, developers, processors, dealers, traders, importers, exporters, stockists, distributors or agents in software, information technology, e-commerce, e-mail, internet, multimedia, data processing, data management, telefilms, motion movies, web paging, telecommunication including peripherals computer data processing machine, systems and components thereof.
To undertake designing & development, research of software systems, products and solutions in all areas of application including those in emerging niche segments like internet, website, applications solutions software, enterprise resource planning (ERP), ecommerce, value added products and other business applications either for its own use or for sale in India or for export outside India and to design, develop such systems and application software for or on behalf of manufactures, owners and users of computer systems, telecom, digital, electronic equipment in India or elsewhere in world.
To develop, provide, undertake design, import, export, distribute and deals in Systems and application software for microprocessor based information systems, offshore software development project, software project consultancy, development of computer languages and allied computer service and to own and/or operate data processing and service bureau centres in India and Abroad, and to invest in/manage/assist, overseas software companies for the fulfilment of above objectives and to develop, design, own T.V. Channel, media company.
To advice and render services like staff and management recruitment, training and placements, technical analysis of data, electronic data processing, preparation of project reports, surveys and analysis for implementation of project and their progress review, critical path analysis, organization and methods studies and other economic, mathematical, statistical, scientific and modern management techniques and to establish and render any and all consultancy and other services of professional and technical natural and to undertake assignments, jobs and appointments.
To carry on the business of adopting advance technological tools as well as modern enterprise management mechanism, and to establish and help organizations, government bodies, banks and financial institutions and their customers alike to conduct transactions electronically through secure electronic channels, inter-alia, biometric, smart card, magnetic card, EMV Card, one time password, bank pins or any combination of any of them so as to realize the full potential of technology and services and further the development of India’s payment system industry, providing software application, data management, cash management, payment and/or

Page | 2

transaction related services to any person, entity, firm, company, bank, government bodies or body corporate including developing, improving, designing, marketing, distributing or licensing software and programmed products and hardware and other infrastructure and facilities /services that aid the process of (without limitation) electronic data interchange, transaction initiation, processing, clearing or settlement services by physical or electronic means, whether by using inter-alia computers and Automated Teller Machines (ATMs)/ micro ATMs, Point Of Sale (POS), mobile devices or by any other modes of communication in financial and e-commerce and e- governance services for G2G/G2B/G2C/B2B/B2C/C2C activities and other products and services in India and abroad.

To carry on the business of manufacturing, procuring, developing, processing, dealing in, stocking, distributing, acting as an agent, importing or exporting ATM machines and providing intermediary ATM Deployer (IAD) services, White labeled ATM operator (WLAO) services, including but not limited to setting up/ owning/operation of ATM network, management and adjacent services including technology management (both EMV and non-EMV environment), cash Management, ATM device supply and maintenance services in India as per the Payment & Settlement System (PSS) Act, 2007 of RBI and any amendments made therein by RBI from time to time and in abroad adhering to the statutory requirements of the country of operation from time to time.
To carry on the business of providing services in relation to payment card transactions for acquiring, switching and processing of Debit, credit and charge card related payment transaction and stored value card transactions for acquiring institutions and merchants, including without limitation to ADHAAR enabled payment system, NEFT, RTGS, IMPS, GIRO based retail payments, interoperable QR code based payment system, virtual payment card, digital online and offline payment system or any other such system as may be notified by the government in India and abroad, merchant sales, assessment, Technology management (both EMV and nonEMV environment), and adjacent service, Point Of Sale (POS) terminal device supply and maintenance services in India as per the Payment & Settlement System (PSS) Act, 2007 of RBI and any amendments made therein by RBI from time to time and in abroad adhering to the statutory requirements of the country of operation from time to time and/or to act as dealers, distributors, agents, representative of Indian and foreign concerns/persons operating in the line of prepaid, postpaid and other payment system services and allied activities related thereto.
To carry on the business of engaging in the development, distribution, licensing, management and operation, marketing and selling of processing software, switches and associated supply of maintenance and support services for card, POS, ATM to credit and debit card user companies and financial institutions (both EMV and nonEMV environment) in India as per the Payment & Settlement System (PSS) Act, 2007 of RBI and any amendments made therein by RBI from time to time and in abroad adhering to the statutory requirements of the country of operation from time to time.
To carry on the business of providing payment card transactions for switching and credit, debit and stored value card account data processing services and back office processing services in relation to processing of debit and credit card payment transaction and related services including without limitation to ADHAAR enabled payment system, NEFT, RTGS, IMPS, GIRO based retail payments, interoperable QR code based payment system, virtual payment card, digital online and offline payment

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system or any other such system as may be notified by the government in India and abroad to card issuer companies in India as per the Payment & Settlement System (PSS) Act, 2007 of RBI and any amendments made therein by RBI from time to time and in abroad adhering to the statutory requirements of the country of operation from time to time

2. VL E-Governance & IT Solutions Limited : - (VL E-GOV)

The Resulting Company (VL E-GOV) was incorporated as a Private Limited Company under the Companies Act, 2013, on 18th March, 2016 in the name of Vakrangee Logistics Private Limited in the State of Maharashtra.

The name of the Company was changed to VL E-Governance & IT Solutions Private Limited and obtained a fresh certificate of incorporation dated 22[nd] October, 2021 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

The name of the Resulting Company was further changed to VL E-Governance & IT Solutions Limited and obtained a fresh certificate of incorporation dated 01[st] November, 2021 consequent on change of name from the Registrar of Companies, Maharashtra, Mumbai.

Pursuant to change in the name of the Resulting Company the object clause of the Memorandum of Association was also amended and presently the main object clauses of the Memorandum of Association authorizes the Resulting Company to do the following business activities ;

To carry on business as manufactures, products, developers, processors, dealers, traders, importers, exporters, stockists, distributors or agents in software, information technology, e-commerce, e-mail, internet, multimedia, data processing, data management, telefilms, motion movies, web paging, telecommunication including peripherals computer data processing machine, systems and components thereof.
1(A) To undertake designing & development, research of software systems, products and solutions in all areas of application including those in emerging niche segments like internet, website, applications solutions software, enterprise resource planning (ERP), ecommerce, value added products and other business applications either for its own use or for sale in India or for export outside India and to design, develop such systems and application software for or on behalf of manufactures, owners and users of computer systems, telecom, digital, electronic equipment in India or elsewhere in world.
1(B) To develop, provide, undertake design, import, export, distribute and deals in Systems and Application software for microprocessor based information systems, offshore software development project, software project consultancy, development of computer languages and allied computer service and to own and/or operate data processing and service bureau centers in India and Abroad,
1 (C) To act as facilitator between service provider and end user of services to render governmental / non-governmental services, including but not limited to ticket

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booking services (IRCTC), postal services, facilitate utility services, any other governmental services to promote general wellbeing of the public at large and other support services.

1(D) To manufacture, develop, procure, produce, import or engage any professional to manufacture, develop any software to make all the activities of the Company available in the form of an application or software available on any device such as mobile or computer or such other devises as may be found appropriate and to make the services of the Company available to the public at large in India and abroad.

C) RATIONALE AND OBJECT OF THE SCHEME

The rationale for the Demerger is as under.

Since Inception, Vakrangee has been One of India’s largest e-Governance player functioning as a systems integrator and end-to-end service provider for various e- Governance projects. The Company has an experience of over two decades in delivering systems integration and other IT/ITES services for India’s e-Governance plan. We have a strong track record of successfully implementing various timebound Mission Mode Projects (MMPs) under the government’s National e-Governance Plan. Some of these MMPs are: computerisation of Election Commission, UIDAI Aadhaar Enrolment services, Ministry of Corporate Affairs Project (MCA21), Rashtriya Swasthya Bima Yojana (RSBY), Common Service Centres (CSC), smart-card based Public Distribution System (PDS), computerisation of registration department in Maharashtra, and passport Services, among others.

Over the years, the Company has evolved into a technology-enabled company focussed around building India’s largest network of last-mile physical retail outlets to deliver services to the unserved and the underserved rural, semi-urban and urban population of the country. The Assisted Digital Convenience stores are called as Nextgen Vakrangee Kendras, which act as the ‘One Stop Shop’ for availing multiple products and services. The Company offer an extensive array of services across various sectors by providing BFSI, ATM, Assisted E-Commerce, Telemedicine, Online Pharmacy & Logistics Services. Vakrangee has emerged as a well diversified distribution platform offering various goods and services under one roof to citizens at affordable prices, same time and same quality.

The Company currently has two Business divisions which are as follows –

1.1 Vakrangee Kendra Business
1.2 E-Governance & IT/ITES Business

• Vakrangee Kendra Business:

Vakrangee is a technology-driven company focussed around building India’s largest network of last-mile physical retail outlets to deliver services to the unserved and the underserved rural, semi-urban and urban population of the country. The Assisted Digital Convenience stores are called as Nextgen Vakrangee Kendras, which act as the ‘One Stop Shop’ for availing multiple products and services. The Company offer an extensive array of services across various sectors by providing BFSI, ATM, Assisted E-Commerce, Telemedicine, Online Pharmacy & Logistics Services. Vakrangee has emerged as a welldiversified distribution platform offering various goods and services under one roof to citizens at affordable prices, same time and same quality with Brick & Mortar exclusive touch points designed by L&H (Lewis & Hickey).

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Vakrangee Kendra is an asset Light Franchisee based Business model. The model is Highly Scalable as well as has Strong Operating leverage in built into it.
Vakrangee has emerged as one of the largest Financial Inclusion player (Banking business correspondent) in the country and has also emerged the fourth largest ATM operator in Rural India with Pan India presence. Vakrangee has developed Strong onground execution skills with deep rural presence. Vakrangee currently has 11,900+ (as on 30th June 2021) operational Exclusive Branded outlets and is well placed to achieve its March-2022 target of 25,000 operational outlets across the country. Vakrangee’s growth plan is well defined with a long term target of 75,000 kendra outlets by 2025 and to emerge as the Largest Rural Distribution platform in India.

Vakrangee has recently launched an online digital platform to enable seamless services for the consumer at the comfort of their homes. Through this, company has evolved into the unique O2O (Online to Offline) platform, whereby there is Assistance available through the Physical Kendra network along with Digital Online Services The company has Initiated this Unique Hybrid proposition with launch of first Digital service of Telemedicine services The company plans to make many more services live through this platform. The Company is also launching a Mobile Super App based business platform

The Company would be providing various services digitally through its Mobile app platform such as : -

o Online Shopping

Total Healthcare services (Doctor consultation, Home Blood Test facility, Covid Care packages)

o Online Pharmacy

o Money Transfer

o Insurance

o Loan products / Financial products

o Mutual funds / Credit Cards

o All type of Bill payments

o Mobile / DTH recharges

o Travel services (Bus / Train / Flights / Hotel Bookings)

o Movie Tickets / Entertainment

o Online Education

o Online Agri Products – Seeds & Pesticides

o Courier Booking

Strategy 2.0: Next 5 Year Growth Strategy

o Our vision is now set to create the world’s largest franchisee based distribution channel in India with a strong focus on Rural India. We are confident of delivering strong growth momentum over the next 5 years as our network would grow from 11,900+ to 25,000+ outlets by March 2022 and to 75,000 outlets by March 2026. We estimate that our Gross Transaction value would cross US$50 Billion on an annualised basis over the next 5 years, while the number of transactions would cross a billion transactions annually. This would result into significant growth in revenues and profitability, especially as we will continue to take advantage of our asset-light franchisee-based model with strong operating leverage. Our Cash Adjusted Return on Capital would improve significantly.

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Vakrangee is having an another vertical i.e. E- Governance & IT/ITES Business;

Vakrangee has an established and proven track record in delivering time-bound ‘mission critical’ Government projects, getting involved in the entire value chain – right from data digitisation to technology and IT Procurement management.

With proven skills and robust domain expertise, Vakrangee has valuable and consistent experience of 25+ years in executing such projects by providing back-end support and systems integration beyond the Gram Panchayat level.

The objective of providing services in this vertical is to improve the overall processes and public administration services under the e-Governance plan, which inter alia includes the following :-

Aadhar Card
Print and Data Management Services and Election related projects
Public Distribution System
Inspector General of Registration & Stamps (IGRS)
IT & ITES services have now grown importance which would help business to become agile, secure, service oriented and capable of delivering unified experiences to end customers.
To provide complete suite of IT hardware equipment’s for the various projects including Vakrangee Kendra Segments.

Sustainable Competitive Advantages of E-Governance & IT/ITES Business

One of India’s largest e-Governance player with about two decades of experience
One of the leading systems integrator for key government projects :
ISO/IEC 27001:2013 Certified: Information Security Management System (ISMS)
ISO/IEC 20000-1:2011 Certified: Information Technology service management system (ITSMS)
Strong expertise from data digitisation to technology management
Strong track record of delivering time-bound mission critical projects
Efficient back-end for assimilating and processing data related to G2C and B2C services
Participation in Mission Mode Projects – MCA 21, RSBY, Passport Seva Kendra, UIDAI

In view of long-term benefits and looking at synergy in operations of businesses of both the Companies, cost saving and other strategic benefits, it is now considered expedient to demerge the E-Governance & IT/ITES Business (Demerged undertaking) of Vakrangee Limited (Demerged Company) and merge the same into VL E-Governance & IT Solutions Limited, the Resulting Company.

The Demerger of Demerged Undertaking and vesting of the same with Resulting Company would enable the Resulting Company to enhance Operational efficiencies, ensuring synergies through pooling of the financial, managerial, personnel capabilities, skills and expertise and the management is of the view that segregation of the Demerged Undertaking would lead to the following benefits;

a. The transfer and vesting of the Demerged Undertaking of the Demerged Company to the Resulting Company through this Scheme is with a view to unlock the economic value of both the divisions.
b. The Demerger is likely to enable the business and activities comprised in the demerged undertaking and remaining business and activities of VL to be pursued and carried on with

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greater focus and attention through two separate companies each having its own administrative set up. Independent management of each of the undertakings will ensure required depth and focus on each of the businesses and adoption of strategies necessary for the growth of respective businesses. The structure provides independence to the management in decisions regarding the use of their respective cash flows for dividends, capital expenditure or other reinvestment in their business.

c. Vakrangee Kendra Business is Retail centric Consumer facing business whereby we are building the last mile physical distribution platform as well as a B2C E-Commerce focussed Mobile Super app Digital platform.
d. Vakrangee Kendra Business (Physical as well as Digital) is an asset light, high return on Capital business and thereby will get proper representation post Demerger.
e. E-Governance & IT/ITES Business is a capital intensive B2B business. It is Capex Heavy as well as Working capital Intensive. The E-Governance & IT/ITES Business segment requires different skill sets and focused approach towards time bound project execution capabilities as well as dedicated efforts on collection of Debtors / Receivables, Vendor management and procurement of IT equipment’s.
f. The focus is on enhancing strategic flexibility to build a viable platform solely focusing on each of these businesses (Vakrangee Kendra business as well as EGovernance / IT & ITES).
g. The Demerger will enable both the Companies to enhance business operations by streamlining operations more efficient management control and outlining independent growth strategies.
h. Enable dedicated management focus, resources and skill set allocation to each business, which will in turn accelerate growth and unlock value for the shareholders.
i.Each undertaking will be able to target and attract new customers corresponding to their own business.
j. The demerger will unlock value of both business and result in shareholder value maximization.
k. Pursuant to the scheme, the equity shares issued by the Resulting Company would be listed on BSE and NSE and will unlock the value of E-Governance and IT/ITES business for the shareholders of the Demerged Company. Further the existing Shareholders of the Demerged Company would hold the shares of two listed entities after the scheme becoming effective; giving them flexibility in managing their investments in the two businesses having differential dynamics.
l.The Scheme shall be in the beneficial interest of the shareholders of the companies. The Scheme shall not be in any manner prejudicial to the interest of the concerned members, creditors, employees or general public at large.

In view of the above-mentioned reasons, it is considered desirable and expedient to demerge the Demerged Undertaking of the Demerged Company and vest the same with the Resulting Company.

The Scheme is in the interest of all shareholders and creditors and there is no likelihood that any shareholder or creditor of either Demerged Company or Resulting Company would be prejudiced as a result of this Scheme of Arrangement.

The Demerger under this Scheme is proposed under the provisions of Sections 230 to 232 read with section 66 and other relevant provisions of the Companies Act, 2013.

The Demerger of the Demerged Undertaking from the Demerged Company into the Resulting Company shall comply with the provisions of Section 2(19AA) of the Income Tax Act, 1961, such

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that:

a. all the properties of the Demerged Undertaking being transferred by the Demerged Company, immediately before the Demerger shall become the properties of the Resulting Company by virtue of such Demerger;
b. all the liabilities relatable to the Demerged Undertaking, being transferred by the Demerged Company, immediately before the Demerger shall become the liabilities of the Resulting Company by virtue of such Demerger;
c. the properties and the liabilities relatable to the Demerged Undertaking being transferred by the Demerged Company shall be transferred to the Resulting Company at the values appearing in the books of account of the Demerged Company immediately before the Demerger;
d. the Resulting Company shall issue, in consideration of the Demerger, shares to the shareholders of the Demerged Company;
e. all shareholders of the Demerged Company shall become the shareholders of the Resulting Company by virtue of the Demerger; and
f. the transfer of the Demerged Undertaking shall be on a going concern basis.

Note: -

i. This Scheme has been drawn up to comply with the conditions relating to “Demerger” as specified under the prevailing tax laws, including Section 2 (19AA) and other relevant sections of the Income tax Act, 1961. If any terms or provisions of the Scheme are found to be or interpreted to be inconsistent with any of the said provisions at a later date, whether as a result of any amendment of law or any judicial or executive interpretation or for any other reason whatsoever, the aforesaid provisions of the tax laws shall prevail. The Scheme shall then stand modified to the extent determined necessary to comply with the said provisions. Such modification will however, not affect other parts of the Scheme.
ii. Upon the Scheme becoming effective, the Demerged Company and Resulting Company are also expressly permitted to revise income tax returns, goods and service tax returns and other tax returns and to claim refunds and / or credits etc. pertaining to the Remaining Business and Demerged Undertaking, respectively, pursuant to the provisions of the Scheme.

D) PARTS OF THE SCHEME

This Scheme of Arrangement is divided into the following parts

(a) Part I deals with the definitions and share capital;
(b) Part II deals with Demerger of E-Governance & IT/ITES Business of VL;
(c) Part III deals with the general terms and conditions applicable to this Scheme

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PART 1 DEFINITIONS AND SHARE CAPITAL

1. DEFINITIONS

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In this Scheme (as defined hereunder), unless inconsistent with the subject or context, the following expressions shall have the following meaning:

1.1 “Act” or “The Act” means the Companies Act, 2013 or any statutory modification or reenactment thereof for the time being in force;
1.2 “Appointed Date" would mean – 1[st] April, 2021 or such other date as may be fixed or approved by the National Company Law Tribunal, Mumbai Bench, Mumbai;
1.3 “Appropriate Authority” means:
i. The government of any jurisdiction (including any national, state, municipal or local government or any political or administrative subdivision thereof) and any department, ministry, agency, instrumentality, court, tribunal, central bank, commission or other authority thereof;
ii. Any public international organization or supranational body and its institutions, departments, agencies and instrumentalities;
iii. Any governmental, quasi-governmental or private body or agency lawfully exercising, or entitled to exercise, any administrative, exclusive, judicial, legislative, regulatory, licensing, competition, tax, importing, exporting or other governmental or quasigovernmental authority;
1.4 “Board of Directors" or "Board" in relation to each of the Demerged Company and the Resulting Company, as the case may be, means the board of directors of such company, and shall include a committee duly constituted and authorized for the purposes of matters pertaining to the Demerger, the Scheme and/or any other matter relating thereto;
1.5 “Demerged Company” means VAKRANGEE LIMITED, a company incorporated under the Companies Act, 1956 and having its registered office at Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093.

1.6 means "Demerged Undertaking"

E-Governance & IT/ITES business undertaking of the Demerged Company, on a going concern basis, which shall include (without limitation)

E-Governance & IT/ITES business undertaking is having moveable and immoveable assets and loans & advances; and shall in relation to the aforesaid undertaking and/or division on a going concern basis, which shall include (without limitation):
All properties of the E-Governance & IT/ITES business undertaking wherever situated, moveable or immoveable including flats, investments together with all present and future liabilities (including contingent liabilities) if any, appertaining to or relatable to Demerged Undertaking;
All investments, the benefit of any deposits, financial assets, funds belonging to or proposed to be utilized for the Demerged Undertaking, all other rights and benefits, funds, benefits of all agreements, subsidies, grants and tax credits, incentive Schemes

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formulated by Central or State Governments, contracts and arrangements (other than employee related contracts) and all other interests in connection with or relating to the Demerged Undertaking;

All permits, quotas, rights, entitlements and benefits, licenses, bids, tenders, letters of intent, expressions of interest, municipal permissions, approvals, consents, tenancies in relation to office, benefit of any deposits privileges, all other rights, receivables, licenses, powers and facilities of every kind, nature and description whatsoever, rights to use and avail of telephones, telexes, facsimile connections and installations, utilities, electricity and other services, provisions and benefits of all agreements, contracts and arrangements, and all other interests in connection with or relating to the Demerged Undertaking;
All earnest moneys and/or security deposits, if any, paid or received by the Demerged Company in connection with or relating to the Demerged Undertaking;;
All necessary records, files, papers, and information, manuals, data, quotations, and other records in connection with or relating to the Demerged Undertaking;;
All liabilities arising out of the activities or operation of the Demerged Undertaking, duties and obligations relatable to the Investment Undertaking on the Appointed Date.
All employees on the payroll of the Demerged Company employed in the Demerged Undertaking, as identified by the Board of Directors of the Demerged Company, as on the Effective Date;

( Note 1: - For the purpose of this Scheme, a Statement of Account of E-Governance & IT/ITES business undertaking is drawn up as on the Appointed Date giving details of assets and liabilities of the Demerged Undertaking; and is duly certified by Chartered Accountant of VL).

( Note 2: - Any question that may arise as to whether a particular asset or liability pertains or does not pertain to E-Governance & IT/ITES business undertaking shall be decided by mutual agreement between the Board of Directors of VL and VL E- GOV).

( Note 3: - It is intended that the definition of E-Governance & IT/ITES business undertaking under this clause would enable the transfer of all property & all assets and ascertained liabilities of and E-Governance & ITES business undertaking of VL pursuant to this Scheme).

1.7 “Demerger" means the transfer by way of demerger of the Demerged Undertaking to the Resulting Company and the consequent issue of equity shares by the Resulting Company to the Shareholders of the Demerged Company as set out in this Scheme;
1.8 "Effective Date " means the later of the dates on which the certified copies of the orders sanctioning this Scheme, passed by the National Company Law Tribunal or such other competent Authority, as may be applicable, are filed with the Registrar of Companies, at Maharashtra, Mumbai by VL and VL E-GOV.

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1.9 "Employees" mean all the permanent employees of the Demerged Company employed/engaged in the Demerged Undertaking as on the Effective Date;
1.10 “ESOP Scheme” shall mean ESOP Scheme 2014 of Vakrangee Limited.
1.11“Encumbrance" means any options, pledge, mortgages, liens, securities, interests, claims, charges, pre-emptive rights, easement, limitation, attachment, restraint or any other encumbrance of any kind or nature whatsoever; and the term "Encumbered" shall be construed accordingly;

1.12 “NCLT” Hon’ble National Company Law Tribunal, Mumbai Bench, Mumbai;

1.13 “Parties “ shall mean Vakrangee Limited (VL) and VL E-Governance & IT Solutions Limited (VL E-GOV)
1.14 “Permits” means all consents, licenses, permits, certificates, permissions, authorization, rights, clarifications, approvals, clearances, confirmations, declarations, waivers, exemptions, registrations, filings, whether governmental, statutory or regulatory as required under Applicable Law;
1.15 "Remaining Business" shall mean all the undertakings, business, activities and operations, assets and liabilities of the Demerged Company including business carried out through Physical Vakrangee Kendra Outlets and Digital business.
1.16 "Resulting Company" means VL E-Governance & IT Solutions Limited incorporated under the Companies Act, 2013 and having Registered Office at Vakrangee Corporate House, plot No. 93, Road No. 16, MIDC Marol, Andheri East, Mumbai- 400093;
1.17 “Record Date” means the date to be fixed by the Board of Directors of VL in consultation with the Board of Directors of VL E-GOV for the purpose of reckoning names of the Equity shareholders of the Demerged Company (VL), who shall be entitled to receive shares of the Resulting Company (VL E-GOV) upon coming into effect of this Scheme as specified in clause 13 of this Scheme;

1.18“ROC” means the Registrar of Companies, Maharashtra, Mumbai;

1.19 “Scheme" means this Scheme of arrangement, including the schedules, as amended or modified in accordance with the provisions hereof;
i. All terms and words used but not defined in this Scheme shall, unless repugnant or contrary to the context or meaning thereof, have the same meaning ascribed to them under the Act and any other applicable laws, rules, regulations, bye-laws, as the case may be or any statutory modification or re-enactment thereof for the time being in force.
ii. References to clauses, recitals and schedules, unless otherwise provided, are to clauses, recitals and schedules of and to this Scheme.
iii. The headings herein shall not affect the construction of this Scheme.

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iv. The singular shall include the plural and vice versa; and references to one gender include all genders.
v. Any phrase introduced by the terms including in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
vi. References to person include any individual, firm, body corporate (whether incorporated), Government, state or agency of a state or any joint venture, association, partnership, works council or employee representatives’ body (whether or not having separate legal personality).;
1.20 “SEBI” means the Securities and Exchange Board of India, constituted under the Securities and Exchange Board of India Act, 1992;
1.21 “SEBI Circular” means the circular issued by the SEBI, being Circular SEBI/HO/CFD/DIL1/CIR/P/2020/49 dated 22[nd] December, 2020, and any amendments thereof, modifications issued pursuant to regulations 11, 37 and 94 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
1.22 “SEBI LODR Regulations” mean the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time;
1.23 “Stock Exchanges” means BSE Limited (“BSE” ), National Stock Exchange of India Limited ( “NSE” ) and any other recognized stock exchange, as the case may be;
1.24 “Taxation” or “Tax” or “Taxes” means all forms of taxes and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions and levies and whether levied by reference to income, profits, book profits, gains, net wealth, asset values, turnover, added value or otherwise and shall further include payments in respect of or on account of Tax, whether by way of deduction at source, collection at source, advance tax, minimum alternate tax or otherwise or attributable directly or primarily to the Resulting Company or the Demerged Company or any other person and all penalties, charges, costs and interest relating thereto; and
1.25 “Tax Laws” means all Applicable Laws, acts, rules and regulations dealing with Taxes including but not limited to the income-tax, wealth tax, sales tax/value added tax, service tax, goods and service tax, excise duty, customs duty or any other levy of similar nature.

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2. SHARE CAPITAL

a. DEMERGED COMPANY:

The share capital structure of the Demerged Company (VL) as per the last audited balance sheet as at 31st March, 2021 and as on the date is as under:

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	Share Capital	Amount in Rs.

	125,00,00,000 Equity Shares of Re. 1/- Each	125,00,00,000

	Total	125,00,00,000
	Issued, Subscribed and Paid Up Capital
	105,94,05,640 Equity Shares of Re. 1/- each	105,94,05,640
	Total	105,94,05,640

Subsequent to the above there has been no change in the Authorized, Subscribed and Paid up Capital of the Demerged Company.

The Demerged Company has outstanding Employees Stock option Scheme under the Existing ESOP Scheme 2014, the exercise of which may result in increase in its subscribed and paid up capital.

b. RESULTING COMPANY

		Share Capital	Amount in Rs.
		Authorized Share Capital
		1,50,00,000 Equity Shares of Rs. 10/- each	15,00,00,000
		Total	15,00,00,000
		Issued, Subscribed and Paid Up Capital
		1,20,00,000 Equity Shares of Rs. 10/- each	12,00,00,000

PART II – DEMERGER

SECTION 1- TRANSFER AND VESTING OF THE DEMERGED UNDERTAKING

3. TRANSFER OF ASSETS

3.1.With effect from the Effective Date the Demerged Undertaking (including all the estate, assets, rights including claims, title, interest and authorities including accretions and appurtenances of the Demerged Undertaking) shall, subject to the provisions of this Clause in relation to the mode of transfer and vesting and pursuant to the provisions of Section 232(3) of the Act, without any further act or deed, be demerged from the Demerged Company and be transferred to and vested in and shall be deemed to be demerged from the Demerged Company and transferred to and vested in the Resulting Company as a going concern so as to become as and from the Appointed Date, the estate, assets, rights, claims, title, interest and authorities of the Resulting Company, subject to the provisions of this Scheme in relation to Encumbrances in favour of banks and/or financial institutions, if any.
3.2.In respect of such of the assets of the Demerged Undertaking as are movable in nature or are otherwise capable of transfer by delivery or possession or by endorsement and delivery, the same shall stand so transferred by the Demerged Company upon the coming into effect of the

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Scheme, and shall become the property of the Resulting Company as an integral part of the Demerged Undertaking with effect from the Appointed Date pursuant to the provisions of Section 232 of the Act without requiring any deed or instrument of conveyance for transfer of the same, subject to the provisions of this Scheme in relation to encumbrances in favour of banks and/or financial institutions.

3.3. In respect of such of the assets belonging to the Demerged Undertaking other than those referred to in sub-Clause 3.2 above, the same shall, without any further act, instrument or deed, be demerged from the Demerged Company and transferred to and vested in and/or be deemed to be demerged from the Demerged Company and transferred to and vested in the Resulting Company upon the coming into effect of Part II of the Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 of the Act.
3.4.All assets, rights, title, licenses, interest and investments of the Demerged Company in relation to the Demerged Undertaking shall also, without any further act, instrument or deed, be and stand transferred to and vested in and be deemed to have been transferred to and vested in the Resulting Company upon the coming into effect of the Scheme and with effect from the Appointed Date pursuant to the provisions of Sections 230 to 232 of the Act.

4. CONTRACTS, DEEDS, ETC.

4.1 Upon the coming into effect of the Scheme, and subject to the provisions of this Scheme, all contracts, deeds, bonds, agreements, Schemes, arrangements and other instruments of whatsoever nature in relation to the Demerged Undertaking, to which the Demerged Company is a party or to the benefit of which the Demerged Company may be eligible, and which are subsisting or have effect immediately before the Effective Date shall continue in full force and effect on or against or in favour, as the case may be, of the Resulting Company and may be enforced as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or obligee thereto or there under.
4.2 Without prejudice to the other provisions of this Scheme and notwithstanding the fact that vesting of the Demerged Undertaking occurs by virtue of this Scheme itself, the Resulting Company may, at any time after the coming into effect of the Scheme, in accordance with the provisions hereof, if so required under any law or otherwise, take such actions and execute such deeds (including deeds of adherence), confirmations or other writings or tripartite arrangements with any party to any contract or arrangement to which the Demerged Company is a party or any writings as may be necessary in order to give formal effect to the provisions of this Scheme. The Demerged Company will, if necessary, also be a party to the above. The Resulting Company shall, under the provisions of this Scheme, be deemed to be authorized to execute any such writings on behalf of the Demerged Company and to carry out or perform all such formalities or compliances referred to above on the part of the Demerged Company to be carried out or performed.
4.3 Without prejudice to the generality of the foregoing, it is clarified that upon the coming into effect of the Scheme, all consents, permissions, licenses, approvals, certificates, insurance covers, clearances, authorities given by, issued to or executed in favour of the Demerged Company in relation to the Demerged Undertaking shall stand transferred to the Resulting Company as if the same were originally given by, issued to or executed in favour of the Resulting Company, and the Resulting Company shall be bound by the terms thereof, the obligations and duties there under, and the rights and benefits under the same shall be

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available to the Resulting Company.

4.4 Without prejudice to the aforesaid, it is clarified that if any assets (including estate, claims, rights, title, interest in or authorities relating to any asset) or any contracts, deeds, bonds, agreements, Schemes, arrangements or other instruments of whatsoever nature in relation to the Demerged Undertaking which the Demerged Company owns or to which the Demerged Company is a party to, cannot be transferred to the Resulting Company for any reason whatsoever, the Demerged Company shall hold such assets, contracts, deeds, bonds, agreements, Schemes, arrangements or other instruments of whatsoever nature in trust for the benefit of the Resulting Company, insofar as it is permissible so to do, till such time as the transfer is effected.

5. TRANSFER OF LIABILITIES

5.1 Upon the coming into effect of the Scheme, all debts, liabilities, duties and obligations (including the liabilities which arise out of the activities or operations of the Demerged Undertaking) of the Demerged Company as on the Appointed Date and relatable to the Demerged Undertaking shall, without any further act or deed, be and stand transferred to and be deemed to be transferred to the Resulting Company to the extent that they are outstanding as on the Effective Date and shall become the debts, liabilities, duties and obligations of the Resulting Company.
5.2 In so far as the existing Encumbrance in respect of the loans, borrowings, debts, liabilities, is concerned, such Encumbrance shall, without any further act, instrument or deed be modified and shall be extended to and shall operate only over the assets comprised in the Demerged Undertaking which have been Encumbered in respect of the transferred liabilities as transferred to the Resulting Company pursuant to this Scheme. Provided that if any of the assets comprised in the Demerged Undertaking which are being transferred to the Resulting Company pursuant to this Scheme have not been Encumbered in respect of the transferred liabilities, such assets shall remain unencumbered and the existing Encumbrance referred to above shall not be extended to and shall not operate over such assets. The absence of any formal amendment which may be required by a lender or third party shall not affect the operation of the above.
5.3 For the avoidance of doubt, it is hereby clarified that in so far as the assets comprising the Remaining Business are concerned, the Encumbrance over such assets relating to the Transferred Liabilities shall, as and from the Effective Date without any further act, instrument or deed be released and discharged from the obligations and Encumbrance relating to the same. The absence of any formal amendment which may be required by a lender or third party shall not affect the operation of the above. Further, in so far as the assets comprised in the Demerged Undertaking are concerned, the Encumbrance over such assets relating to any loans, borrowings or other debts which are not transferred pursuant to this Scheme (and which shall continue with the Demerged Company), shall without any further act or deed be released from such Encumbrance and shall no longer be available as security in relation to such liabilities.
5.4 Without prejudice to the provisions of the foregoing Clauses and upon the effectiveness of this Scheme, the Demerged Company and the Resulting Company shall execute any instrument/s and/or document/s and/or do all the acts and deeds as may be required,

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including the filing of necessary particulars and/or modification(s) of charge, with the Registrar of Companies to give formal effect to the above provisions, if required.

5.5 Upon the coming into effect of this Scheme, the Resulting Company alone shall be liable to perform all obligations in respect of the Transferred Liabilities, which have been transferred to it in terms of this Scheme, and the Demerged Company shall not have any obligations in respect of such Transferred Liabilities.
5.6 It is expressly provided that, save as mentioned in this Clause, no other term or condition of the liabilities transferred to the Resulting Company as part of the Scheme is modified by virtue of this Scheme except to the extent that such amendment is required by necessary implication.
5.7 Subject to the necessary consents being obtained, if required, in accordance with the terms of this Scheme, the provisions of this Clause shall operate, notwithstanding anything to the contrary contained in any instrument, deed or writing or the terms of sanction or issue or any security document, all of which instruments, deeds or writings shall stand modified and/or superseded by the foregoing provisions.

6. EMPLOYEES

6.1 Upon the coming into effect of this Scheme, all Employees of the Demerged Undertaking shall become the employees of the Resulting Company with effect from the Appointed Date, and, subject to the provisions hereof, on terms and conditions not less favourable than those on which they are engaged by the Demerged Company in relation to the Demerged Undertaking and without any interruption of or break in service as a result of the transfer of the Demerged Undertaking. For the purpose of payment of any compensation, gratuity and other terminal benefits, the immediate past services of such Employees with the Demerged Company shall also be taken into account, and paid by the Resulting Company as and when the same become payable.
6.2 In so far as the provident fund and gratuity fund and any other funds or benefits if any created by the Demerged Company inter alia for the Employees are concerned (collectively referred to as the "Funds"), the funds and such investments made by the Funds which are relatable to the Employees in terms of sub-Clause 6.1 above shall be transferred to the Resulting Company and shall be held for their benefit pursuant to this Scheme in the manner provided hereinafter. In the event that the Resulting Company does not have its own Funds in respect of any of the above, the Resulting Company may, subject to necessary approvals and permissions, continue to contribute to the relevant Funds of the Demerged Company, until such time that the Resulting Company creates its own Funds, at which time the funds and the investments and contributions pertaining to the Employees shall be transferred to the Funds created by the Resulting Company.
6.3 In relation to any other fund created or existing for the benefit of the Employees being transferred to the Resulting Company, the Resulting Company shall stand substituted for the Demerged Company, for all purposes whatsoever, including relating to the obligation to make contributions to the said funds in accordance with the provisions of such Scheme, funds, bye laws, etc. in respect of such Employees.

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6.4 In so far as the existing benefits or funds created by the Demerged Company for the employees of the Remaining Business are concerned, the same shall continue and the Demerged Company shall continue to contribute to such funds and trusts in accordance with the provisions thereof, and such funds and trusts, if any, shall be held inter alia for the benefit of the employees of the Remaining Business.

6.5 Employee Stock Benefits

6.5.1 Upon Part II of the Scheme becoming effective, employees of the Demerged Company holding options, (whether vested or unvested) under the Vakrangee Limited Employee Stock Option Scheme 2014 (ESOP) as on the Effective Date, shall continue to hold such Vakrangee Limited ESOPs on the existing terms and conditions, except for such modifications as may be required to give effect to this Clause 6.5.
6.5.2 Immediately upon Part II of the Scheme becoming effective, Vakrangee Limited ESOPs shall continue, subject to such adjustments towards the demerger of the E- Governance & IT/ITES business Division, as may be deemed appropriate by the relevant committee of the Board of the Demerged Company in accordance with the provisions of the Vakrangee Limited ESOPs and in compliance with the applicable laws. The Board of the Demerged Company shall through its Nomination & Remuneration & Compensation Committee, decide the manner in which difference in the intrinsic value created pursuant to the demerger of the Digital Division is to be compensated to the Vakrangee Limited ESOPs holders in compliance with the applicable laws and SEBI regulations.
6.5.3 The Boards of the Demerged Company and the Resulting Company shall take such actions and execute such further documents as may be necessary or desirable for the purpose of giving effect to the provisions of Clause 6.5

7. LEGAL, TAXATION AND OTHER PROCEEDINGS

7.1. Upon the coming into effect of this Scheme, all legal, taxation or other proceedings, (including before any statutory or quasi-judicial authority or tribunal) by or against the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted any time thereafter and, in each case, relating to the Demerged Undertaking shall be continued and enforced by or against the Resulting Company with effect from the Effective Date. Except as otherwise provided herein, the Demerged Company shall in no event be responsible or liable in relation to any such legal, taxation or other proceedings against the Resulting Company. The Resulting Company shall be replaced/ added as party to such proceedings and shall prosecute or defend such proceedings at its own cost, in co-operation with the Demerged Company.
7.2. If any proceedings are taken against the Demerged Company in respect of the matters referred to in sub-Clause 7.1 above, it shall defend the same in accordance with any reasonable and prudent advice provided by the Resulting Company at the cost of the Resulting Company, and the latter shall reimburse and indemnify the Demerged

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Company against all liabilities and obligations incurred by the Demerged Company in respect thereof.

7.3. The Resulting Company undertakes to have all legal, taxation or other proceedings initiated by or against the Demerged Company in relation to Demerged Undertaking referred to in sub-Clause 7.1 above transferred to its name as soon as is reasonably possible after the Effective Date and to have the same continued, prosecuted and enforced by or against the Resulting Company to the exclusion of the Demerged Company. Both companies shall make relevant applications in that behalf.

SECTION 3 - REMAINING BUSINESS

Save and except Demerged Undertaking and as expressly provided in this Scheme, nothing contained in this Scheme shall affect Retained Undertaking (remaining business) of VL which shall continue to belong to and be vested in and be managed by VL. It is expressly clarified and provided that the Retained Undertaking shall continue to be so vested in VL and all liabilities, present or contingent, under the Income Tax Act, 1961 of VL as a whole, for the period prior to the Appointed Date shall be borne by VL with VL also being entitled to any and all tax refunds and other credits under the said acts for such prior period.
8.1 The Remaining Business and all the assets, liabilities and obligations pertaining thereto shall continue to belong to and be vested in and be managed by the Demerged Company.
8.2 All legal, taxation or other proceedings (including before any statutory or quasi-judicial authority or tribunal) by or against the Demerged Company under any statute, whether pending on the Appointed Date or which may be instituted at any time thereafter, and in each case relating to the Remaining Business (including those relating to any property, right, power, liability, obligation or duties of the Demerged Company in respect of the Remaining Business) shall be continued and enforced by or against the Demerged Company after the Effective Date. The Resulting Company shall in no event be responsible or liable in relation to any such legal, taxation or other proceedings against the Demerged Company, which relates to the Remaining Business.
8.3 If proceedings are taken against the Resulting Company in respect of the matters referred to in sub-Clause 8.2 above, it shall defend the same in accordance with the advice of the Demerged Company and at the cost of the Demerged Company, and the latter shall reimburse and indemnify the Resulting Company against all liabilities and obligations incurred by the Resulting Company in respect thereof.

8.4 : With effect from the Appointed Date and up to and including the Effective Date

8.4.1 the Demerged Company shall carry on and be deemed to have been carrying on all business and activities relating to the Demerged Undertaking for and on its own behalf;
8.4.2 all profits accruing to the Demerged Company thereon or losses arising or incurred by it (including the effect of taxes, if any, thereon) relating to the Remaining Business shall, for all purposes, be treated as the profits or losses, as the case may be, of the Demerged Company;

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8.4.3 all assets and properties acquired by the Demerged Company in relation to the Remaining Business on and after the Appointed Date shall belong to and continue to remain vested in the Demerged Company;

SECTION 4 – CONSIDERATION

The provisions of this Section 4 of this Scheme shall operate notwithstanding anything to the contrary in this Scheme or in any other instrument, deed or Writing.
9.1 Upon this scheme coming into effect, in consideration of the transfer of the Demerged Undertaking by the Demerged Company to the Resulting Company, in terms of this scheme, the Resulting Company shall, without any further act or deed, issue and allot to every member of the Demerged Company holding fully paid up equity shares in the Demerged Company and whose names appear in the Register of Members of the Demerged Company on the record date in respect of every Ten (10) Equity Shares of the face value of Re.1/- each fully paid up held by him / her / it in the Demerged Company One (1) new Equity share of the Resulting Company of the face value of Rs. 10/- each fully paid up;
9.2 The equity shares issued and allotted by the Resulting Company in terms of this Scheme shall rank pari passu in all respects with the existing equity shares of the Resulting Company.
9.3 The shares issued to the members of the demerged company pursuant to clause 9.1 above shall be issued in dematerialized form by the Resulting Company, unless otherwise notified in writing by the shareholders of the demerged company to the Resulting Company on or before such date as may be determined by the Board of Directors of the Resulting Company or a committee thereof. In the event that such notice has not been received by the Resulting Company in respect of any of the members of the Demerged Company, the shares shall be issued to such members in dematerialized form provided that the members of the Demerged Company shall be required to have an account with a depository participant and shall provide details thereof and such other confirmations as may be required it is only thereupon that the Resulting Company shall issue and directly credit the dematerialized securities to the account of such member with the shares of the Resulting Company. In the event that the Resulting Company has received notice from any member that shares are to be issued in certificate form or if any members has not provided the requisite details relating to the account with depository participant or other confirmations as may be required, then the Resulting Company shall issue shares in certificate form to such member.
9.4 The New Equity Shares to be issued in respect of the shares of the Demerged Company held in the unclaimed suspense account, if any, shall be issued to a new unclaimed suspense account created for the shareholders of the Resulting Company.
9.5 New Equity Shares to be issued by the Resulting Company pursuant to Clause 9.1 above in respect of such of the equity shares of the Demerged Company which are held in abeyance under the provisions of Section 126 of the Act or otherwise shall, pending allotment or settlement of dispute by order of Court or otherwise, also be kept in abeyance by the Resulting Company.

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9.6 In the event of there being any pending share transfers, whether lodged or outstanding, of any shareholder of the Demerged Company, the Board of Directors or any committee thereof of the Demerged Company shall be empowered in appropriate cases, prior or even subsequent to the Record Date, to effectuate such a transfer in the Demerged Company as if such changes in registered holder were operative as on the Record Date, in order to remove any difficulties arising to the transferor of the shares in the Resulting Company and in relation to the shares issued by the Resulting Company after the effectiveness of this Scheme. The Board of Directors of the Demerged Company shall be empowered to remove such difficulties as may arise in the course of implementation of this Scheme and registration of new members in Resulting Company on account difficulties faced in the transition period.
9.7 Unless otherwise determined by the Board of Directors or any committee thereof of the Demerged and Resulting Company, allotment of shares in terms of clause 9.1 of this part shall be done within 60 days from the effective date.
9.8 If any Eligible member becomes entitled to any fractional shares, entitlements or credit on the issue and allotment of Equity shares by the Resulting Company in accordance with this Scheme, the Board of Directors of the Resulting Company shall consolidate all such fractional entitlement and shall , without any further application, act, instrument or deed issue and allot such consolidate shares directly to an individual trustee in a separate account nominated by the Resulting Company (‘The Trustee’), who shall hold such equity shares with all additions or accretions thereto in trust for the benefit of the respective shareholders, to whom they belong and their respective heir, executors, administrators, successors for the specific purpose of selling such shares in the open market at such price or prices and on such time or times within 60 days from the date of allotment, as the trustee may in it’s sole discretion decide and on such sale , pay to the Resulting Company, the net sale proceeds (after deducting the applicable taxes and cost incurred) thereof and any additions and accretions , whereupon the Resulting Company shall subject to the withholding tax, if any, distribute such sale proceeds to the concerned Eligible Members in proportion to their respective fractional entitlement.
9.9 Pursuant to and upon this Scheme becoming effective, the Resulting company shall take necessary steps to increase and alter its authorized share capital suitably to enable the Resulting company to issue and allot the Equity Shares in the Resulting Company to the shareholders of the Demerged Company in terms of this Scheme and as an integral part of this Scheme, the share capital of the Resulting Company shall be increased in the manner set out in Clause 15 below.
9.10 Equity Shares of the Resulting Company issued in terms of clause 9.1 above shall pursuant to the circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/49 dated 22[nd] December, 2020 issued by Securities and Exchange Board of India (SEBI) and in accordance with compliance with requisite formalities under applicable laws, be listed and / or admitted to trading on BSE Limited and National Stock Exchange of India Limited (NSE), the relevant stock exchange(s) where the existing equity shares of the Demerged Company are listed and / or admitted to trading in accordance with the compliance with requite formalities under applicable laws and the Demerged company and the Resulting Company shall enter into such agreement / arrangement and give confirmations and / or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the

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formalities of the said stock exchange ( BSE Limited and National Stock Exchange of India Limited (NSE)).

9.11 The equity shares of the Resulting Company allotted pursuant to the scheme shall remain frozen in the depositories system till listing / trading permission is given by the designated stock exchange.
9.12 Till the listing of the equity shares of the Resulting Company, there will be no change in the pre-arrangement capital structure and shareholding pattern or controls in the Resulting Company which may affect status of the approval of the stock exchanges to this scheme.
9.13 Approval of the Scheme by the shareholders of VL E-GOV shall be deemed to be due compliance of the provisions of section 42, 62 if any and other relevant or applicable provisions of the Companies Act, 2013 and Rules made thereunder, the SEBI(LODR) Regulations, 2015and the Articles of Association of the Resulting company and no other consent shall be required under the Act or the Articles of Association of the Resulting company for the issue and allotment of the Equity shares by VL E-GOV to the shareholders of VL as provided hereinabove.

SECTION 5 – REDUCTION OF SHARE CAPITAL OF THE RESULTING COMPANY

9.14 Simultaneously, with the issue and allotment of the new Equity Shares by the Resulting Company to the Equity Shareholders of the Demerged Company in accordance with clause 9.1 of the Scheme in the books of the Resulting Company the existing shareholding in the equity share capital of the Resulting Company shall stand cancelled as an integral part of this Scheme in accordance with the provisions of section 66 of the Companies Act, 2013.
9.15 Since the said reduction is an integral part of the Scheme under Section 230 to 232 and will be made effective pursuant to order(s) of the NCLT(s) sanctioning the Scheme in terms of Sections 230 to 232 of the Act, the provisions of Section 66 of the 2013 Act shall not be applicable unless the NCLT holds otherwise. In any event, it shall be deemed that the members of the Resulting Company who have approved the Scheme have also resolved and accorded all relevant consents under Section 66 of the Companies Act, 2013 or any other provisions of the Act to the extent the same may be considered applicable and that there will be no need to pass a separate shareholders’ resolution as required under Section 66 of the Companies Act, 2013.
9.16 The order of NCLT sanctioning the Scheme shall be deemed to be an order under section 66 of the Act confirming reduction and no separate sanction under section 66 of the Act shall be necessary.

SECTION 5 - GENERAL TERMS AND CONDITIONS

ACCOUNTING TREATMENT

10 ACCOUNTING TREATMENT IN THE BOOKS OF THE DEMERGED COMPANY (VL)

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On the Scheme becoming effective and with effect from the Appointed Date, the Demerged Company shall account for demerger in its books as under:

10.1 All the assets, liabilities and reserves of the Demerged Company pertaining to the Demerged Undertaking, being transferred to the Resulting Company, shall be reduced from the books of accounts of the Demerged Company at their respective book values / carrying values at the close of business on the day immediately preceding the Appointed Date.
10.2 The excess/deficit, if any, of the book value of the assets over the book value of the liabilities and reserves of the Demerged Company pertaining to the Demerged Undertaking, which have been transferred pursuant to this Scheme, shall be adjusted against the reserves in the financial statements of the Demerged Company as drawn up in compliance with the Scheme and applicable accounting standards/IND AS of the Demerged Company. Notwithstanding anything above, the Board of Directors of the Demerged Company is authorized to account for any of the above-mentioned transactions or any matter not dealt with under this clause in accordance with the applicable accounting standards /IND AS and generally accepted accounting principles.

11. ACCOUNTING TREATMENT IN THE BOOKS OF THE RESULTING COMPANY (VL E- GOV)

On the Scheme becoming effective and with effect from the Appointed Date, the Resulting Company shall account for demerger in its books as under:

11.1 Demerger of Demerged Undertaking of the Demerged Company into Resulting Company shall be accounted for in the books of account of the Resulting Company in accordance with applicable accounting standards/IND AS and generally accepted accounting principles;
11.2 The Resulting Company shall record the assets, liabilities and reserves pertaining to the Demerged Undertaking vested in it pursuant to this Scheme, at their respective book values / carrying values in the books of the Demerged Company;
11.3 The identity of the reserves, shall be preserved, and they shall appear in the financial statements of the Resulting Company in the same form in which they appeared in the financial statements of the Demerged Company;
11.4 The inter-corporate borrowings, deposits / loans and advances outstanding, if any, between the Resulting Company and the Demerged Undertaking of the Demerged Company as on the Effective Date will stand cancelled and there shall be no further obligation in that behalf. Further, any other inter-company payables and receivables between the Demerged Undertaking of the Demerged Company and the Resulting Company shall be cancelled and the Resulting Company shall accordingly credit the concerned payable against related receivables in its books and debit the concerned receivable against the related payables in its books;
11.5 The Resulting Company shall issue and allot equity shares to the shareholders of the Demerged Company in accordance with Clause 9 above and credit the aggregate face value of such equity shares to its share capital account.
11.6 The surplus / deficit, if any, of the net value of assets, liabilities and reserves of the

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Demerged Undertaking of the Demerged Company acquired and recorded by the Resulting Company over the amount recorded as share capital issued shall be credited or debited, as the case may be, to the reserves in the financial statements of the Resulting Company;

11.7 In case of any difference in the accounting policies between the Demerged Company and the Resulting Company, the accounting policies followed by the Resulting Company shall prevail and the difference, if any, will be quantified and shall be adjusted in the Reserves, to ensure that the financial statements of the Resulting Company reflect the financial position on the basis of consistent accounting policy;
11.8 Upon the Scheme being effective, the existing shareholding in the Resulting Company shall stand cancelled. Upon cancellation, the Resulting Company shall debit to its Equity Share Capital Account, the aggregate face value of existing equity shares held by the shareholders in the Resulting Company, which stand cancelled and the same shall be credited to the Capital Reserve of the Resulting Company.
11.9 Notwithstanding the above, the Board of the Resulting Company in consultation with its statutory auditors, is authorized to account for any of these balances in any manner whatsoever, as may be deemed fit in accordance with the prescribed accounting standards, and applicable generally accepted accounting principles as applicable to the Resulting Company.

12. TAXES

All taxes (including income tax, minimum alternate tax, sales tax, excise duty, custom duty, service tax, GST, etc.) paid or payable by the Demerged Company in respect of the operations and/or the profits of the Demerged Undertaking before the Appointed Date, shall be on account of the Demerged Company and, insofar as it relates to the tax payment (including, without limitation, income tax, minimum alternate tax, sales tax, excise duty, custom duty, service tax, GST, etc.), whether by way of deduction at source, advance tax or otherwise howsoever, by the Demerged Company in respect of the profits or activities or operation of the Demerged Undertaking after the Appointed Date, the same shall be deemed to be the corresponding item paid by the Resulting Company and shall, in all proceedings, be dealt with accordingly.

13. SCHEME CONDITIONAL ON

This Scheme is conditional upon and subject to:
13.1 Obtaining no-objection /observation letter from the Stock Exchanges in relation to the Scheme under Regulation 37 of SEBI (LODR) Regulations, 2015.
13.2 the Scheme being agreed to by the respective requisite majorities of the various classes of members and creditors of the Demerged Company and the Resulting Company as required under the Act and the requisite order of the National Company Law Tribunal, Mumbai Bench, Mumbai being obtained.
13.3 such other sanctions and approvals as may be required by law in respect of this Scheme being obtained; and

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13.4 In the event of this Scheme failing to take effect by 30[th] September, 2022 or such later date as may be agreed by the respective Board of Directors, this Scheme shall stand revoked, cancelled and be of no effect and become null and void, and in that event, no rights and liabilities shall accrue to or be incurred inter se between the parties or their shareholders or creditors or employees or any other person. In such case, the Demerged Company shall bear all costs and expenses.
13.5 Para 10 of SEBI Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22nd December, 2020 shall not be applicable to the Scheme.
13.6 such other sanctions and approvals as may be required by law in respect of this Scheme being obtained; and
13.7 the Certified copies of the NCLT orders referred to in this Scheme being filed with the Registrar of Companies, Maharashtra, Mumbai.

PART III – OTHER TERMS & CONDITIONS

SECTION 6 - OTHER TERMS AND CONDITIONS

14.1 The Demerged Company and the Resulting Company shall be entitled to declare and pay dividends, whether interim or final, to their respective shareholders in respect of the accounting period prior to the Effective Date, as applicable.
14.2 The Equity shares of the Resulting Company to be issued and allotted to the Equity shareholders of the Demerged Company as provided in clause 9 hereof shall be entitled to dividends from the date of allotment.
14.3 The holders of the shares of the Demerged Company and the Resulting Company shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing rights under their respective articles of association including the right to receive dividends.
14.4 It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of the Demerged Company and/or the Resulting Company to demand or claim any dividends which, subject to the provisions of the said Act, shall be entirely at the discretion of the Board of Directors of the Demerged Company and the Resulting Company respectively, and subject to the approval, if required, of the shareholders of the Demerged Company and the Resulting Company respectively.
14.5 The holders of the shares of the Demerged Company and the Resulting Company shall, save as expressly provided otherwise in this Scheme, continue to enjoy their existing

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rights under their respective articles of association including the right to receive dividends.

14.6 It is clarified that the aforesaid provisions in respect of declaration of dividends are enabling provisions only and shall not be deemed to confer any right on any member of the Demerged Company and/or the Resulting Company to demand or claim any dividends which, subject to the provisions of the said Act, shall be entirely at the discretion of the boards of directors of the Demerged Company and the Resulting Company respectively, and subject to the approval, if required, of the shareholders of the Demerged Company and the Resulting Company respectively

15. INCREASE IN THE AUTHORISED SHARE CAPITAL OF VL E-GOVERNANCE & - IT SOLUTIONS LIMITED (VL E GOV) CONSEQUENT ALTERATIONS IN THE MEMORANDUM OF ASSOCIATION

The Authorized Share Capital of VL E-GOVERNANCE & IT SOLUTIONS LIMITED shall be increased and reorganized, in the manner mentioned below, to cover the fresh issue of equity shares by VL E-GOV to the shareholders of the Demerged Company in terms of clause 9 of this Scheme:

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Clause V: - Memorandum of Association .

The Authorised share capital of the Company is Rs. 110,00,00,000/- (Rupees One Hundred Ten Crores only) comprising of 11,00,00,000 (Eleven Crores Only) Equity Shares of Rs. 10/(Rupees Ten) each.

It is clarified that the relevant date for the increase of Authorised Share Capital of the Resulting Company shall be the effective date and the statutory time limit for filing of necessary documents with Registrar of Companies in connection with such increase in the Authorised Share Capital shall commence from the date the Scheme becomes effective. It is also clarified that the Resulting Company shall be required to pay the filing fee and stamp duty only on the increase in the Authorised Share Capital from Rs. 15,00,00,000/- to Rs. 110,00,00,000/- i.e. an increase of Rs 95,00,00,000/-.

It is further clarified that the Resulting Company shall not be required to pass any resolution under section 13, 61 and other applicable provisions, if any, of the Companies Act, 2013 for increase in the Authorised Share Capital of the Resulting Company, as envisaged above and that the members of the Resulting Company shall be deemed to have accorded their consent under various provisions of the Companies Act, 2013 and Rules made there under to the increase in the share capital in terms of this Scheme.

16. APPLICATION TO NATIONAL COMPANY LAW TRIBUNAL

The Demerged Company and the Resulting Company shall make necessary applications before the National Company Law Tribunal, Mumbai Bench, Mumbai for the sanction of this Scheme under Sections 230 to 232 of the Act.

17. MODIFICATIONS OF SCHEME

17.1 The Demerged Company and the Resulting Company through their Board of Directors may consent on behalf of all persons concerned to any modifications or amendments of this Scheme or to any conditions which the NCLT and/or any other authorities under law may deem fit to approve of or impose or which may otherwise be considered necessary or desirable for settling any question or doubt or difficulty that may arise for carrying out the Scheme and do all acts, deeds and things as may be necessary, desirable or expedient for putting this Scheme into effect.
17.2 However, no modifications and / or amendments to the Scheme can be carried out or effected by the Board of Directors without approval of the Tribunal / Court and the same shall be subject to powers of the NCLT under the Act.
17.3 For the purpose of giving effect to this Scheme or to any modifications thereof, the Directors of the Demerged Company and the Resulting Company are authorized to give such directions and/or to take such steps as may be necessary or desirable including any directions for settling any question or doubt or difficulty whatsoever that may arise.
17.4 The Demerged Company and Resulting Company shall take such other steps as may be necessary or expedient to give full and formal effect to the provisions of this Scheme.

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18 NON- RECEIPT OF APPROVALS AND REVOCATION/WITHDRAWAL OF THIS SCHEME

18.1 The Demerged Company and the Resulting Company acting jointly through their respective Boards shall each be at liberty to withdraw from this Scheme.
18.2 The Demerged Company and/or Resulting Company acting through their respective Boards shall each be at liberty to withdraw from this Scheme in case the Demerged Company or the Resulting Company is declared insolvent.
18.3 In the event of any of the said sanctions and approvals not being obtained and/or the Scheme not being sanctioned by the Tribunal, and/or the order or orders not being passed as aforesaid on or before 30[th] September, 2022 or such later date from the date of approvals of the Scheme by respective Boards of the Parties or within such extended period as may be mutually agreed upon between the Demerged Company and the Resulting Company through their respective Boards or their authorized representatives, this Scheme shall become null and void and each party shall bear and pay its respective costs, charges and expenses for and/ or in connection with this Scheme.

19. SEVERABILITY

20. COSTS

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Annexure 3 ASHIKA CAPITAL LIMITED CIN: U30009WB2000PLC091674 SEBI Authorised Merchant Banker

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SEBI Registration No.: INM 000010536

Strictly Private & Confidential

November 12, 2021

To The Board of Directors, Vakrangee Limited , Vakrangee Corporate House, Plot No 93, Road No. 16, M.I.D.C., Marol, Andheri (East), MUMBAI-400093.

Sub: Fairness Opinion on the Recommendation of Share Exchange Ratio for the proposed Scheme of Arrangement between Vakrangee Limited (“Demerged Company”) and VL E-Governance & IT Solutions Limited ( Formerly Known as Vakrangee Logistics Private Limited ) (“Resulting Company”) and their respective shareholders and creditors

Dear Sir/ Madam,

We refer to our engagement letter, whereby Ashika Capital Limited (hereinafter referred to as “ Ashika ”) was appointed by Vakrangee Limited (hereinafter referred to as “ Demerged Company ”) to provide a fairness opinion to them on the Share Exchange Ratio for the proposed demerger of E-Governance & IT/ITES Business (“ Demerged Undertaking ”, as defined in the Draft Scheme Document) of the Demerged Company and vesting into VL E-Governance & IT Solutions Limited ( Formerly Known as Vakrangee Logistics Private Limited ) (“ Resulting Company ”) on a going concern basis.

1. Scope and Purpose:

We understand that the Board of Directors of Demerged Company is proposing the demerger of the Demerged Undertaking and vesting into the Resulting Company, on a going concern basis (“ Proposed Demerger ”). The proposed demerger is to be carried out pursuant to a Scheme of Arrangement (“ Scheme ”) between the companies and their respective shareholders and creditors under the provisions of Section 230 to 232 read with Section 66 and other applicable provisions of the Companies Act 2013 (including any statutory modifications, re-enactments or amendments thereof) and other applicable securities and capital market laws and rules issued thereunder to the extent applicable.

Pursuant to the Scheme, the equity shareholders of the Demerged Company will receive the equity shares in Resulting Company as consideration for their respective shareholding in Demerged Company. The terms and conditions of the proposed demerger are more fully set out in Draft Scheme of Arrangement for the Proposed Demerger (“ Draft Scheme Document ”) shared with us, the final version of which will be filed by the aforementioned companies with the appropriate authorities.

Registered Office:

Trinity, 226/1, A.J.C Bose Road 7[th] Floor, Kolkata 700 020 Tel.: +91 33 4010 2500 Fax.: +91 33 4010 2543 E-mail: [email protected]

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Corporate Office:

1008, 10[th] Floor, Raheja Centre 214, Nariman Point, Mumbai- 400 021 Tel.: +91 22 6611 1700 Fax.: +91 22 6611 1710 E-mail: [email protected]

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ASHIKA CAPITAL LIMITED

CIN: U30009WB2000PLC091674 SEBI Authorised Merchant Banker SEBI Registration No.: INM 000010536

We further understand that the share exchange ratio for the proposed demerger has been arrived at based on a report dated November 11, 2021 (“ Valuation Report ”) being issued by Mr. Lalit Kumar Dangi, Registered Valuer - Securities and Financial Assets, with Insolvency and Bankruptcy Board of India ( ’IBBI’ ) with Registration Number: IBBI/RV/05/2020/12901(‘ Valuer’ ).

Based on our examination of the Valuation Report, we understand that, pursuant to the Scheme, the Resulting Company will issue and allot One (1) new Equity Share of the face value of Rs. 10/- each fully paid up to every member of the Demerged Company holding Ten (10) Equity Shares of the face value of Re.1/- each fully paid up held by them in the Demerged Company.

We further understand that, upon the Scheme being effective, all the shareholders of Demerged Company would also become the shareholders of Resulting Company and their shareholding would mirror the existing shareholding in Demerged Company (prior to the Demerger) and the outstanding (prior to the Demerger) issued and paid up share capital of Resulting Company will get cancelled by way of capital reduction as an integral part of the Scheme.

In connection with the aforesaid, you requested our independent opinion (“ Opinion ”) as to the fairness of the share exchange ratio recommended in the Valuation Report by the Valuer.

2. Background of the Companies that are parties to the Scheme:

Vakrangee Limited:

The Demerged Company (“ Vakrangee Limited ”) was incorporated on May 28, 1990, under the Companies Act, 1956. The registered office of the company is at Vakrangee Corporate House, Plot No 93, Road No. 16, M.I.D.C., Marol, Andheri (East), Mumbai 400093, Maharashtra, India. The Corporate Identification Number (CIN) of the Company is L65990MH1990PLC056669.

The Demerged Company is technology-driven company centered around building India’s largest network of last-mile retail outlets to deliver services to the unserved and the underserved rural, semi-urban and urban population of the country and offers an extensive array of services across various sectors by providing BFSI, ATM, E-Commerce & Logistics Services.

The equity shares of Demerged Company shares are presently listed on BSE Limited, Mumbai (‘ BSE’ ) with Scrip Code: 511431 and National Stock Exchange of India Limited, Mumbai (‘ NSE’ ) with Symbol: VAKRANGEE.

For the half year ended September 30, 2021, Total Income of the Demerged Company was INR 31,815.22 Lakhs and Profit After Tax stood at INR 4,394.75 Lakhs.

Registered Office: Corporate Office: Trinity, 226/1, A.J.C Bose Road 1008, 10[th] Floor, Raheja Centre 7[th] Floor, Kolkata 700 020 214, Nariman Point, Mumbai- 400 021 Tel.: +91 33 4010 2500 Tel.: +91 22 6611 1700 Fax.: +91 33 4010 2543 Fax.: +91 22 6611 1710 E-mail: [email protected] E-mail: [email protected]

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ASHIKA CAPITAL LIMITED

CIN: U30009WB2000PLC091674 SEBI Authorised Merchant Banker SEBI Registration No.: INM 000010536

The share capital structure of the Demerged Company as per the last audited balance sheet as at March 31, 2021 and as on date, is as under:

Particulars Amount (Rs.)	Particulars Amount (Rs.)
Authorised Share Capital 125,00,00,000 Equity Shares of Re. 1/-Each 125,00,00,000
Issued, Subscribed and Paid-up Share Capital 105,94,05,640 Equity Shares of Re. 1/-each	105,94,05,640

The Demerged Company has an outstanding Employees Stock Option Scheme, ESOP Scheme 2014, the exercise of which may result in increase in its subscribed and paid up capital.

The shareholding pattern of the Demerged Company, as on September 30, 2021, is as under:

Category of Shareholder No. of Shares % of Shareholding	Category of Shareholder No. of Shares % of Shareholding	Category of Shareholder No. of Shares % of Shareholding
Promoter & Promoter Group 45,13,53,165 42.60%
Public 60,80,52,475 57.40%
Total	105,94,05,640	100.00%

VL E-Governance & IT Solutions Limited:

The Resulting Company (“ VL E-Governance & IT Solutions Limited ”) was originally incorporated as a private Limited Company under the Companies Act, 2013, on March 18, 2016 in the name of Vakrangee Logistics Private Limited in the State of Maharashtra. The Corporate Identification Number (CIN) of the Company is U74110MH2016PLC274618.

The main object clauses of the Memorandum of Association of the Resulting Company would authorize the Resulting Company:

1 To carry on business as manufactures, products, developers, processors, dealers, traders, importers, exporters, stockists, distributors or agents in software, information technology, e-commerce, e-mail, internet, multimedia, data processing, data management, telefilms, motion movies, web paging, telecommunication including peripherals computer data processing machine, systems and components thereof;

Registered Office:

Trinity, 226/1, A.J.C Bose Road 7[th] Floor, Kolkata 700 020 Tel.: +91 33 4010 2500 Fax.: +91 33 4010 2543 E-mail: [email protected]

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Corporate Office:

1008, 10[th] Floor, Raheja Centre 214, Nariman Point, Mumbai- 400 021 Tel.: +91 22 6611 1700 Fax.: +91 22 6611 1710 E-mail: [email protected]

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CIN: U30009WB2000PLC091674 SEBI Authorised Merchant Banker SEBI Registration No.: INM 000010536

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ASHIKA CAPITAL LIMITED

1(A) To undertake designing & development, research of software systems, products and solutions in all areas of application including those in emerging niche segments like internet, website, applications solutions software, enterprise resource planning (ERP), ecommerce, value added products and other business applications either for its own use or for sale in India or for export outside India and to design, develop such systems and application software for or on behalf of manufactures, owners and users of computer systems, telecom, digital, electronic equipment in India or elsewhere in world;
1(B) To develop, provide, undertake design, import, export, distribute and deals in Systems and Application software for microprocessor based information systems, offshore software development project, software project consultancy, development of computer languages and allied computer service and to own and/or operate data processing and service bureau centers in India and abroad;
1 (C) To act as facilitator between service provider and end user of services to render governmental / non-governmental services, including but not limited to ticket booking services (IRCTC), postal services, facilitate utility services, any other governmental services to promote general wellbeing of the public at large and other support services;
1(D) To manufacture, develop, procure, produce, import or engage any professional to manufacture, develop any software to make all the activities of the Company available in the form of an application or software available on any device such as mobile or computer or such other devises as may be found appropriate and to make the services of the Company available to the public at large in India and abroad;

For the half year ended September 30, 2021, the Total Income of the Resulting Company is INR 1982.18 (in ‘000’) and Total Profit is INR 1487.74 (in ‘000’) for the said period.

The share capital structure of the Resulting Company as per the last audited balance sheet as at March 31, 2021 and as on date, is as under:

Amount Particulars (Rs.) Authorized Share Capital 1,50,00,000 Equity Shares of Rs. 10/- each 15,00,00,000 Issued, Subscribed and Paid Up Capital 1,20,00,000 Equity Shares of Rs. 10/- each 12,00,00,000

The Shareholding Pattern of the Resulting Company, as on March 31, 2021 is as under:

Name of the Shareholder	Name of the Shareholder	No. of Shares	% of Shareholding
Vakrangee Limited		1,19,99,999	100.00%
Dinesh Nandwana (as a Nominee of Vakrangee Limited)		1	-
Total		1,20,00,000	100.00%
ed Office: 226/1, A.J.C Bose Road , Kolkata 700 020 33 4010 2500 1 33 4010 2543 [email protected]	Corporate Office: 1008, 10thFloor, Raheja Centre 214, Nariman Point, Mumbai- 400 021 Tel.: +91 22 6611 1700 Fax.: +91 22 6611 1710 E-mail: [email protected]

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CIN: U30009WB2000PLC091674 SEBI Authorised Merchant Banker SEBI Registration No.: INM 000010536

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ASHIKA CAPITAL LIMITED

The Shareholding Pattern of the Resulting Company, as on September 30, 2021 is as under:

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No. of % of
Name of the Shareholder
Shares Shareholding
Vakrangee Limited 1,19,99,994 100.00%
Dinesh Nandwana (as a Nominee of Vakrangee Limited) 1 -
Nishikant Hayatnagarkar 1 -
(as a Nominee of Vakrangee Limited)
Jitendra Jog (as a Nominee of Vakrangee Limited) 1 -
Viral Mujumdar (as a Nominee of Vakrangee Limited) 1 -
Sachin Khandekar (as a Nominee of Vakrangee Limited) 1 -
Ajay Jangid (as a Nominee of Vakrangee Limited) 1 -
TOTAL 1,20,00,000 100.00%
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3. Sources of Information:

In connection with this Opinion, we have:

(i) reviewed the management certified copy of Draft Scheme Document and the Valuation Report;
(ii) reviewed certain publicly available historical business, operational and financial information with respect to Demerged Company available in its annual & interim reports and company presentations, as provided by the Company, and sought certain clarifications with respect to the same;
(iii) held discussions with the Valuer, in relation to the valuation report and recommendation;
(iv) sought various clarifications from the respective senior management teams of the relevant companies;
(v) reviewed published & secondary sources of data, whether or not made available by the Companies; and
(vi) performed such other financial analysis and considered such other information and factors as we deemed appropriate.

4. Basis of Opinion:

The Proposed Demerger would enable the Resulting Company to enhance Operational efficiencies, ensuring synergies through pooling of the financial, managerial, personnel capabilities, skills and expertise and the management is of the view that segregation of the Demerged Undertaking would lead to the following benefits:

a. The transfer and vesting of the Demerged Undertaking to the Resulting Company through the Scheme is with a view to unlock the economic value of both the divisions.
b. The demerger is likely to enable the business and activities comprised in the demerged undertaking and remaining business and activities of Demerged Company to be pursued and carried on with greater focus and attention through two separate companies each having its own administrative set up. Independent management of each of the undertakings will ensure required

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CIN: U30009WB2000PLC091674 SEBI Authorised Merchant Banker SEBI Registration No.: INM 000010536

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ASHIKA CAPITAL LIMITED

depth and focus on each of the businesses and adoption of strategies necessary for the growth of respective businesses. The structure provides independence to the management in decisions regarding the use of their respective cash flows for dividends, capital expenditure or other reinvestment in their business.

c. Vakrangee Kendra Business is Retail centric Consumer facing business whereby the Demerged Company is building the last mile physical distribution platform as well as a B2C E-Commerce focused Mobile Super app Digital platform.
d. Vakrangee Kendra Business (Physical as well as Digital) is an asset light, high return on Capital business and thereby will get proper representation post demerger.
e. E-Governance & IT/ITES Business is a capital intensive B2B business. It is Capex heavy as well as working capital intensive. The E-Governance & IT/ITES Business segment requires different skill sets and focused approach towards time bound project execution capabilities as well as dedicated efforts on collection of Debtors / Receivables, Vendor management and procurement of IT equipment which would be possible post demerger.
f. The focus is on enhancing strategic flexibility to build a viable platform solely focusing on each of the businesses (Vakrangee Kendra Business as well as E-Governance & IT/ITES Business).
g. The Demerger will enable both the Companies to enhance business operations by streamlining operations more efficient management control and outlining independent growth strategies.
h. Enable dedicated management focus, resources and skill set allocation to each business, which will in turn accelerate growth and unlock value for the shareholders.
i. Each undertaking will be able to target and attract new customers corresponding to their own business.
j. The demerger will unlock value of both business and result in shareholder value maximization.

The Scheme shall be in the beneficial interest of the shareholders of the companies. The Scheme shall not be in any manner prejudicial to the interest of the concerned members, creditors, employees or general public at large.

The key features of the Scheme provided to us through the Draft Scheme Document are as under:

Upon the Scheme coming into effect, in consideration of the transfer of the Demerged Undertaking by the Demerged Company to the Resulting Company, in terms of the Scheme, the Resulting Company shall, without any further act or deed, issue and allot to every member of the Demerged Company holding fully paid up equity shares in the Demerged Company and whose names appear in the Register of Members of the Demerged Company on the record date in respect of every Ten (10) Equity Shares of the face value of Re.1/- each fully paid up held by him / her / it in the Demerged Company One (1) new Equity share of the Resulting Company of the face value of Rs. 10/- each fully paid up.
The equity shares issued and allotted by the Resulting Company in terms of the Scheme shall rank pari -passu in all respects with the existing equity shares of the Resulting Company.

Registered Office:

Trinity, 226/1, A.J.C Bose Road 7[th] Floor, Kolkata 700 020 Tel.: +91 33 4010 2500 Fax.: +91 33 4010 2543 E-mail: [email protected]

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Corporate Office:

1008, 10[th] Floor, Raheja Centre 214, Nariman Point, Mumbai- 400 021 Tel.: +91 22 6611 1700 Fax.: +91 22 6611 1710 E-mail: [email protected]

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CIN: U30009WB2000PLC091674 SEBI Authorised Merchant Banker SEBI Registration No.: INM 000010536

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ASHIKA CAPITAL LIMITED

Pursuant to the scheme, the equity shares issued by the Resulting Company would be listed on BSE and NSE and will unlock the value of E-Governance and IT/ITES business for the shareholders of the Demerged Company. Further the existing Shareholders of the Demerged Company would hold the shares of two listed entities after the scheme becoming effective, giving them flexibility in managing their investments in the two businesses having differential dynamics.

We have relied on the Draft Scheme Document and taken the above mentioned key features of the Scheme (together with other facts and assumptions set forth) into account while determining the meaning of fairness, from a financial point of view, for the purposes of this Opinion.

All capitalized terms not defined herein shall have the same meaning, as set out in the Draft Scheme Document.

5. Exclusions and Limitations:

Our Opinion is limited to the extent of review of documents as provided to us by the Company including the Valuation Report prepared by the Valuer and the Draft Scheme Document.

We have assumed and relied upon the accuracy and completeness of all information and documents provided to us, data publicly available or otherwise reviewed by or discussed with us. We have relied upon the Companies’ assurance that they are not aware of any facts or circumstances that would make such information or data incomplete, inaccurate or misleading in any material respect.

We have not carried out any due diligence or independent verification or validation of such information to establish its accuracy or sufficiency. We have not conducted any independent valuation or appraisal of any of the assets or liabilities of the Companies, and / or their subsidiaries/affiliates. In particular, we do not express any opinion as to the value of any asset of Companies, and / or their subsidiaries/affiliates, whether at current time or in the future. No investigation of Company’s claim to title of assets has been made for the purpose of the exercise and the claim to such rights has been assumed to be fully valid.

We have reviewed the underlining assumptions adopted to recommend the Share Exchange Ratio. One should note that valuation is not an exact science and that estimating values necessarily involves selecting a method or approach that is suitable for the purpose. Moreover, in this case where equity shares of Resulting Company are being issued as consideration to the shareholders of Demerged Company, it is not the absolute per share value that is important for framing an opinion but the relative per share value of Resulting Company vis-â-vis per share value of Demerged Company.

We have assumed, with the Company’s consent that the Scheme will be in compliance with all applicable laws and other requirements and will be implemented on the terms described in the Draft Scheme Document, without any waiver or modification of any material terms or conditions, and that in the course of obtaining the necessary regulatory or third party approvals

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CIN: U30009WB2000PLC091674

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ASHIKA CAPITAL LIMITED

SEBI Authorised Merchant Banker SEBI Registration No.: INM 000010536

for the Scheme, no delay, limitation, restriction or condition will be imposed that would have an adverse effect on the Company, and / or their relevant subsidiaries/ affiliates and their respective shareholders. We have assumed, at the directions of the Company that the final Scheme will not differ in any material respect from the Draft Scheme Document. We understand from the Company’s management that the Scheme will be given effect to in totality and not in parts.

We express no view or opinion as to any terms or other aspects of the Scheme (other than the Recommendation of Share Exchange Ratio, from a financial point of view) including, without limitation, the form or structure of the proposed transaction. We were not requested to, and we did not, participate in the negotiations for the proposed transaction. Our Opinion is limited to the fairness, from a financial point of view, of the share exchange ratio proposed by the Valuer, to the shareholders of Demerged Company. Our analysis relates to the relative values of the Demerged Company. However, the actual transaction value may be significantly different from the result of our analysis and would depend on a number of other factors. We express no opinion or view with respect to the financial implications of the proposed transaction for any stakeholders, including creditors of the Company.

We express no view as to, and our Opinion does not address, the underlying business decision of the Company to effect the proposed transaction, the relative merits of the proposed transaction as compared to any other alternative business strategy, the effect of the proposed transaction on the Company or its affiliates, including, without limitation, possible implications on ownership structure, listing format, capital structure or trading price of Demerged Company’s shares post completion of the proposed transaction. The Company remains solely responsible for the commercial assumptions on the basis of which it agrees to proceed with the proposed transaction. Our Opinion is necessarily based only upon information as referred to in this opinion. We have relied solely on representations, whether verbal or otherwise, made by the management of the Company for areas where the same has been made.

We do not express any Opinion as to any tax or other consequences that might arise from the Scheme on the Company, and / or their subsidiaries/affiliates, and their respective shareholders, nor does our Opinion address any legal, tax, accounting or structural matters as to which we understand that the respective companies have obtained such advice as they deemed necessary from qualified professionals. We have undertaken no independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims, Governmental investigation or other contingent liabilities to which the Company, and/or their subsidiaries/affiliates, are/or may be a party.

Our Opinion is necessarily based on financial, economic, monetary, market and other conditions as in effect on, and the information made available to us as of, the date hereof.

The opinion rendered in this report only represents the opinion of Ashika Capital Limited based upon information furnished by the Management and other sources and the said opinion shall be considered advisory in nature.

Registered Office:

Trinity, 226/1, A.J.C Bose Road 7[th] Floor, Kolkata 700 020 Tel.: +91 33 4010 2500 Fax.: +91 33 4010 2543 E-mail: [email protected]

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Corporate Office:

1008, 10[th] Floor, Raheja Centre 214, Nariman Point, Mumbai- 400 021 Tel.: +91 22 6611 1700 Fax.: +91 22 6611 1710 E-mail: [email protected]

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CIN: U30009WB2000PLC091674 SEBI Authorised Merchant Banker SEBI Registration No.: INM 000010536

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ASHIKA CAPITAL LIMITED

It should be understood that subsequent developments may affect this Opinion and we assume no responsibility for updating or revising our Opinion based on circumstances or events occurring after the date hereof. It is to be read in totality, and not in parts, in conjunction with the relevant documents referred to herein.

Our Opinion also does not address any matters otherwise than as expressly stated herein, including but not limited to matters such as corporate governance, shareholders rights or any other equitable considerations. We have also not opined on the fairness of any terms and conditions of the Scheme other than the fairness, from a financial point of view, of the share recommendation proposed by the Valuer, to the shareholders of Demerged Company.

Our engagement as a fairness opinion provider is independent of our other business relationships, which we may have with the company, and / or their relevant subsidiaries/ affiliates. In addition, in the ordinary course of their respective business, affiliates of Ashika Capital Limited may invest in the securities of the companies, and / or their subsidiaries or group companies, for their own accounts and for the accounts of their clients, subject to the compliance of the SEBI (Prohibition of Insider Trading) Regulations, may at any time hold a position in such securities. We will not be responsible to any other person/party for any decision. Our engagement and opinion expressed herein solely for the benefit of the Board of Directors of the Company (in its capacity as such) in connection with its consideration of the Scheme and for none other. Delivery of our opinion does not create any fiduciary, equitable or contractual duties on Ashika Capital Limited (including, without limitation, any duty of trust or confidence). Further, our Opinion is being provided only for the limited purpose of complying with the SEBI Regulations / SEBI Circulars and the requirement of the stock exchanges on which the Company is listed or as required under applicable law, and for no other purpose. Neither Ashika Capital Limited, nor its affiliates, partners, directors, shareholders, managers, employees or agents of any of them, make any representation or warranty, express or implied, as to the information and documents provided to us, based on which the Opinion has been issued. All such parties and entities expressly disclaim any and all liability for, or based on or relating to any such information, contained therein.

The Company has been provided with the opportunity to review the draft Opinion as part of our standard practice to make sure that factual inaccuracy / omissions are avoided in our final Opinion.

The fee for our services is not contingent upon the results of the proposed Scheme. This document is subject to the laws of India.

Our Opinion is not intended to and does not constitute a recommendation to any party as to how such party should vote or act in connection with the Scheme or any matter related thereto.

Registered Office: Trinity, 226/1, A.J.C Bose Road 7[th] Floor, Kolkata 700 020 Tel.: +91 33 4010 2500 Fax.: +91 33 4010 2543 E-mail: [email protected]

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Corporate Office:

1008, 10[th] Floor, Raheja Centre 214, Nariman Point, Mumbai- 400 021 Tel.: +91 22 6611 1700 Fax.: +91 22 6611 1710 E-mail: [email protected]

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ASHIKA CAPITAL LIMITED CIN: U30009WB2000PLC091674 SEBI Authorised Merchant Banker SEBI Registration No.: INM 000010536

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6. Conclusion:

Based on our examination of the facts, information and documents mentioned herein and our discussions with the management of Demerged Company and other intermediaries as appointed by them in this regard and subject to the foregoing, including various assumptions and limitations set forth herein, to the best of our knowledge and belief, we are of the opinion on the date hereof that from a financial point of view, the Share Exchange Ratio recommended by the Valuer in the Valuation Report is fair to the shareholders of Demerged Company.

7. Distribution of Fairness Opinion:

This Fairness Opinion is for the purpose of submission to Stock Exchanges and disclosure on the companies and Stock Exchange Websites as required under the requirements of SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated December 22, 2020 and shall not be disclosed or referred to publicly or to any third party other than the purpose as mentioned above.

Thanking You,

Yours faithfully,

For Ashika Capital Limited

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Narendra Kumar Gamini Vice President-MBD

Registered Office: Trinity, 226/1, A.J.C Bose Road 7[th] Floor, Kolkata 700 020 Tel.: +91 33 4010 2500 Fax.: +91 33 4010 2543 E-mail: [email protected]

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Corporate Office:

1008, 10[th] Floor, Raheja Centre 214, Nariman Point, Mumbai- 400 021 Tel.: +91 22 6611 1700 Fax.: +91 22 6611 1710 E-mail: [email protected]

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Annexure 4

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DCS/AMAL/MJ/R37/2254/2021-22

“E-Letter”

March 11 ,2022

The Company Secretary, Vakrangee Limited. Vakrangee Corporate House, Plot No 93, Road No. 16, M.I.D.C. Marol, Andheri (East), Mumbai- 400093.

Dear Sir,

- Sub: Observation letter regarding the Scheme of Arrangement for Demerger between Vakrangee Limited and VL E Governance & IT Solutions Limited and their respective Shareholders.

We are in receipt of the Draft Scheme of Arrangement of Vakrangee Limited as required under SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017; SEBI vide its letter dated March 10, 2022 has inter alia given the following comment(s) on the draft scheme of Arrangement:

“Company shall ensure that additional information or undertakings, if any, submitted by the Company, after filing the scheme with the stock exchange, and from the date of receipt of this letter is displayed on the websites of the listed company and the stock exchanges.”
“Company shall duly comply with various provisions of the Circular dated March 10, 2017.”
“Company is advised that the information pertaining to all the Unlisted Companies involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.”
“Company shall ensure that the financials in the Scheme including financials considered for valuation report are not for period more than 6 months old.”
“Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before National Company Law Tribunal (NCLT) and the Company obliged to bring the observations to the notice of NCLT.”
“It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the Company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments/observations/representations.”

Accordingly, based on aforesaid comment offered by SEBI, the Company is hereby advised:

To provide additional information, if any, (as stated above) along with various documents to the Exchange for further dissemination on Exchange website.
To ensure that additional information, if any, (as stated aforesaid) along with various documents are disseminated on their (company) website.
To duly comply with various provisions of the circulars.

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BSE - INTERNAL

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In light of the above, we hereby advise that we have no adverse observations with limited reference to those matters having a bearing on listing/de-listing/continuous listing requirements within the provisions of Listing Agreement, so as to enable the company to file the scheme with Hon’ble NCLT. Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose Information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the circular dated March 10, 2017.

However, the listing of equity shares of VL E-Governance & IT Solutions Limited shall be subject to SEBI granting relaxation under Rule 19(2)(b) of the Securities Contract (Regulation) Rules, 1957 and compliance with the requirements of SEBI circular. No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. Further, VL E-Governance & IT Solutions Limited shall comply with SEBI Act, Rules, Regulations, directions of the SEBI and any other statutory authority and Rules, Byelaws, and Regulations of the Exchange.

The Company shall fulfill the Exchange’s criteria for listing the securities of such company and also comply with other applicable statutory requirements. However, the listing of shares of VL E-Governance & IT Solutions Limited is at the discretion of the Exchange. In addition to the above, the listing of VL E-Governance & IT Solutions Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval and the Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about VL E-Governance & IT Solutions Limited in line with the disclosure requirements applicable for public issues with BSE, for making the same available to the public through the website of the Exchange. Further, the company is also advised to make the same available to the public through its website.
To publish an advertisement in the newspapers containing all VL E-Governance & IT Solutions Limited in line with the details required as per the aforesaid SEBI circular no. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company as well as BSE.
To disclose all the material information about VL E-Governance & IT Solutions Limited on a continuous basis so as to make the same public, in addition to the requirements if any, specified in Listing Agreement for disclosures about the subsidiaries.
The following provisions shall be incorporated in the scheme:
i. The shares allotted pursuant to the Scheme shall remain frozen in the depository system till listing/trading permission is given by the designated stock exchange.”
ii. “There shall be no change in the shareholding pattern of VL E-Governance & IT Solutions Limited between the record date and the listing which may affect the status of this approval.”

Further you are also advised to bring the contents of this letter to the notice of your shareholders, all relevant authorities as deemed fit, and also in your application for approval of the scheme of Arrangement.

Kindly note that as required under Regulation 37(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the validity of this Observation Letter shall be Six Months from the date of this Letter , within which the scheme shall be submitted to the NCLT.

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The Exchange reserves its right to withdraw its ‘No adverse observation’ at any stage if the information submitted to the Exchange is found to be incomplete / incorrect / misleading / false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Agreement, Guidelines/Regulations issued by statutory authorities.

Please note that the aforesaid observations does not preclude the Company from complying with any other requirements.

Further, it may be noted that with reference to Section 230 (5) of the Companies Act, 2013 (Act), read with Rule 8 of Companies (Compromises, Arrangements and Amalgamations) Rules 2016 (Company Rules) and Section 66 of the Act read with Rule 3 of the Company Rules wherein pursuant to an Order passed by the Hon’ble National Company Law Tribunal, a Notice of the proposed scheme of compromise or arrangement filed under sections 230-232 or Section 66 of the Companies Act 2013 as the case may be is required to be served upon the Exchange seeking representations or objections if any.

In this regard, with a view to have a better transparency in processing the aforesaid notices served upon the Exchange, the Exchange has already introduced an online system of serving such Notice along with the relevant documents of the proposed schemes through the BSE Listing Centre.

Any service of notice under Section 230 (5) or Section 66 of the Companies Act 2013 seeking Exchange’s representations or objections if any, would be accepted and processed through the Listing Centre only and no physical filings would be accepted . You may please refer to circular dated February 26, 2019 issued to the company.

Yours faithfully, Sd/-

Prasad Bhide Manager

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BSE - INTERNAL

Annexure 5

Ref: NSE/LIST/29038_II

March 11, 2022

The Company Secretary Vakrangee Limited Vakrangee Corporate House, Plot No. 93, Road No. 16, MIDC, Marol, Andheri (East), Mumbai – 400093

Kind Attn.: Mr. Sachin Khandekar

Dear Sir,

Sub: Observation Letter for draft Scheme of Demerger between Vakrangee Limited and VL E- Governance & IT Solutions Limited and their respective shareholders

We are in receipt of draft Scheme of Demerger between Vakrangee Limited and VL E-Governance & IT Solutions Limited and their respective shareholders vide application dated November 16, 2021.

Based on our letter reference no. NSE/LIST/29038 dated November 22, 2021 submitted to SEBI and pursuant to SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017(as amended), kindly find following comments on the draft scheme:

a. Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchanges, from the date of receipt of this letter is displayed on the websites of the listed company and the Stock Exchanges.
b. The entities involved in the scheme shall duly comply with various provisions of the said Circular.
c. Company shall ensure that the information pertaining to all the Unlisted Companies involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval
d. Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.
e. Company is advised that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT and the company is obliged to bring the observations to the notice of NCLT.

This Document is Digitally Signed

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Signer: Harshad P Dharod Date: Fri, Mar 11, 2022 20:48:33 IST Location: NSE

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Continuation Sheet

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f. It is to be noted that the petitions are filed by the Company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/Stock Exchanges. Hence, the company is not required to send notice for representation as mandated under Section 230(5) of Companies Act, 2013 to SEBI again for its comments/ observations/ representations.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Further, where applicable in the explanatory statement of the notice to be sent by the company to the shareholders, while seeking approval of the scheme, it shall disclose information about unlisted companies involved in the format prescribed for abridged prospectus as specified in the Circular.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 94 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

The Company should also fulfil the Exchange’s criteria for listing of such company and also comply with other applicable statutory requirements. However, the listing of shares of VL E-Governance & IT Solutions Limited is at the discretion of the Exchange.

The listing of VL E-Governance & IT Solutions Limited pursuant to the Scheme of Arrangement shall be subject to SEBI approval & Company satisfying the following conditions:

To submit the Information Memorandum containing all the information about VL E- Governance & IT Solutions Limited and its group companies in line with the disclosure requirements applicable for public issues with National Stock Exchange of India Limited (“NSE”) for making the same available to the public through website of the companies. The following lines must be inserted as a disclaimer clause in the Information Memorandum:

“The approval given by the NSE should not in any manner be deemed or construed that the Scheme has been approved by NSE; and/ or NSE does not in any manner warrant, certify or endorse the correctness or completeness of the details provided for the unlisted Company; does not in any manner take any responsibility for the financial or other soundness of the Resulting Company, its promoters, its management etc.”

To publish an advertisement in the newspapers containing all the information about VL E- Governance & IT Solutions Limited in line with the details required as per SEBI Circular No. CFD/DIL3/CIR/2017/21 dated March 10, 2017. The advertisement should draw a specific reference to the aforesaid Information Memorandum available on the website of the company This Document is Digitally Signed as well as NSE.

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Signer: Harshad P Dharod Date: Fri, Mar 11, 2022 20:48:33 IST Location: NSE

B53

Continuation Sheet

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To disclose all the material information about VL E-Governance & IT Solutions Limited to NSE on the continuous basis so as to make the same public, in addition to the requirements, if any, specified in SEBI (LODR) Regulations, 2015 for disclosures about the subsidiaries.
The following provision shall be incorporated in the scheme:
(a) “The shares allotted pursuant to the Scheme shall remain frozen in the depositories system till listing/trading permission is given by the designated stock exchange.”

(b) “There shall be no change in the shareholding pattern or control in VL E-Governance & IT Solutions Limited between the record date and the listing which may affect the status of this approval.”

However, the Exchange reserves its rights to raise objections at any stage if the information submitted to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities. The validity of this “Observation Letter” shall be six months from March 11, 2022 within which the scheme shall be submitted to NCLT.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37(1) of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Harshad Dharod

Manager

P.S. Checklist for all the Further Issues is available on website of the exchange at the following URL: https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signer: Harshad P Dharod Date: Fri, Mar 11, 2022 20:48:33 IST Location: NSE

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Annexure 11

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Annexure 12

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Annexure 13

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Date: November 18, 2022

To, The Board of Directors, VL E-Governance & IT Solutions Limited,

(Formerly known as Vakrangee Logistics Private Limited), Vakrangee Corporate House, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri East, Mumbai 400093.

INDEPENDENT AUDITOR’S REPORT

Report on the Audit of the Interim Ind AS Financial Statements

Dear Sir,

We, S. K. Patodia & Associates (SKP), Chartered Accountants, have been appointed by the management of VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited), to conduct the audit of interim Ind AS financial statements of VL E-Governance & IT Solutions Limited as at September 30, 2022 in accordance with the provisions of Companies Act, 2013 and applicable accounting principles and accounting standards.

Opinion

We have audited the accompanying interim Ind AS financial statements of VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited) (“the Company”), which comprise of the Balance sheet as at September 30, 2022, the Statement of profit and loss (including Other Comprehensive Income), Statement of changes in equity and Statement of cash flows for the period ended as on date, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as ‘the interim Ind AS financial statements’).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid interim Ind AS financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and give a true and fair view in conformity with Indian Accounting Standard 34 - “Interim Financial Reporting” (“Ind AS 34’) prescribed under section 133 of the Companies Act, 2013 (the “Act”) and the accounting principles generally accepted in India, of the state of affairs of the Company as at September 30, 2022, and profit, changes in equity and its cash flows for the period ended on September 30, 2022.

Basis for Opinion

We conducted our audit of the interim Ind AS financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those SAs are further described in the Auditor’s Responsibilities for the Audit of the Interim Ind AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the interim Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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B261

INDEPENDENT AUDITOR’S REPORT To the Board of Directors of VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited) Page 2 of 3

Management's Responsibility for the Interim Ind AS financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these interim Ind AS financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with Ind AS 34 and the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the interim Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the interim Ind AS financial statements, management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Interim Ind AS financial Statements

Our objectives are to obtain reasonable assurance about whether the interim Ind AS financial statements, as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these interim Ind AS financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the interim Ind AS financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on effectiveness of such controls.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the interim Ind AS financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

B262

INDEPENDENT AUDITOR’S REPORT To the Board of Directors of VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited) Page 3 of 3

Evaluate the overall presentation, structure and content of the interim Ind AS financial statements, including the disclosures, and whether the interim Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the interim Ind AS financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the interim Ind AS financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the interim Ind AS financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

For S. K. Patodia & Associates Chartered Accountants Firm Registration Number: 112723W

Sd/-

Place : Mumbai Date : November 18, 2022

Dhiraj Lalpuria Partner Membership Number: 146268 UDIN : 22146268BDTXDJ3433

B263

VL E-Governance & IT Solutions Limited

(formerly known as Vakrangee Logistics Private Limited) Balance Sheet as at Sep 30, 2022

					(Amount in ₹ 000's)	(Amount in ₹ 000's)
	Particulars	Note No.	As at Sep 30, 2022		As at March 31, 2022
I 1 2 II 1 2 3	ASSETS Non - Current Assets Property, Plant & Equipment Other Intangible Asset Financial Assets (a) Other Financial Assets Deferred Tax Assets (Net) Current Assets Financial Assets (a) Trade Receivables (b) Cash and cash equivalents (c) Bank Balances other than (b) above (d) Other Financial Assets Other Current Assets TOTAL EQUITY & LIABILITIES Equity Equity Share Capital Other Equity Non - Current Liabilities Current Liabilities Financial liabilities (a) Trade Payables (i) Total outstanding dues of micro enterprises and small enterprises (ii) Total outstanding dues of creditors other than micro enterprises and small enterprises (b) Other Financial Liabilities Other Current Liabilites Current Tax Liabilities TOTAL Significant Accounting Policies	4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 1-3	- - 25.00 24.70	49.70 92,289.09	6.19 - 25.00 27.86	59.04 92,450.14
			- 139.77 143.16 91,690.00 316.16		- 311.52 139.65 91,690.00 308.97
			1,20,000.00 (27,876.82)		1,20,000.00 (27,694.22)
				92,338.79		92,509.18
				92,123.18 - 215.61		92,305.78 - 203.40
			- 159.22 - 56.39 -		- 159.22 - 44.18 -

				92,338.79		92,509.18

The accompanying notes forms an integral part of the financial statements

For S. K. Patodia & Associates Chartered Accountants

For & on behalf of the Board of Directors

Firm Registration No: 112723W

Sd/-

Dhiraj Lalpuria Partner Membership No.: 146268

Sd/Sd/- Dinesh Nandwana Amit Sabarwal Director Director DIN : 00062532 DIN : 06478938

Place : Mumbai Date : November 18, 2022

Sd/-

Pradeep Somani Chief Financial Officer

Place : Mumbai Date : November 18, 2022

Sd/- Khushbu Mehta Company Secretary Place : Mumbai Date : November 18, 2022

B264

VL E-Governance & IT Solutions Limited

(formerly known as Vakrangee Logistics Private Limited) Statement of Profit and Loss for the half year ended Sep 30, 2022

					(Amount in ₹ 000's)	(Amount in ₹ 000's)
	Particulars		For the half year ended Sep 30, 2022		For the year ended March 31, 2022
I II III IV V VI VII VIII IX	Income Revenue from Operations Other Income Total Income Expenses Purchases Operating Expenses Employee Benefits Expenses Depreciation Other Expenses Total Expenses Profit Before Tax Tax Expense: (a) Current Tax (b) Deferred Tax Profit for the period Other Comprehensive Income Items that will be reclassified subsequently to profit or loss Items that will not be reclassified subsequently to profit or loss Total Comprehensive Income for the period No. of equity shares for computing EPS (in thousands) (1) Basic (2) Diluted ₹ 10/- Per Share): (1) Basic (₹) (2) Diluted (₹) Significant Accounting Policies	19 20 21 22 23 4 & 5 24 25 25 1-3	- 3.51	3.51 182.95	- 2,008.07	2,008.07 233.60
			- - 98.27 6.19 78.49		- - - 20.24 213.35
			- 3.16		- 9.89
				(179.44) 3.16		1,774.47 9.89
			- -		- -
				(182.60)		1,764.58
				-		-

				(182.60)		1,764.58
				12,000.00 12,000.00 (0.015) (0.015)		12,000.00 12,000.00 0.147 0.147

The accompanying notes forms an integral part of the financial statements

For S. K. Patodia & Associates

Chartered Accountants Firm Registration No: 112723W

Sd/- Dhiraj Lalpuria Partner Membership No.: 146268

Place : Mumbai Date : November 18, 2022

Sd/Sd/- Dinesh Nandwana Amit Sabarwal Director Director DIN : 00062532 DIN : 06478938 Sd/Sd/- Pradeep Somani Khushbu Mehta Chief Financial Officer Company Secretary Place : Mumbai Place : Mumbai Date : November 18, 2022 Date : November 18, 2022

B265

VL E-Governance & IT Solutions Limited

(formerly known as Vakrangee Logistics Private Limited) Cash flow statement for the half year ended Sep 30, 2022

	(Amount in ₹ 000's)	(Amount in ₹ 000's)
Particulars	For the half year ended Sep 30, 2022	For the year ended March 31, 2022
Cash flow from operating activities Profit before tax from continuing operations Non-cash adjustment to reconcile the profit before tax to net cash flows - Allowance for credit losses - Interest Income Depreciation of property, plant and equipment Operating profit before working capital changes Movements in assets and liabilities : - Increase/(Decrease) in Trade payables - Increase/(Decrease) in Other payables - Increase/(Decrease) in Other current liabilities - Increase/(Decrease) in Employee benefit obligations - (Increase)/Decrease in Trade Receivables - (Increase)/Decrease in Other financial assets - (Increase)/Decrease in Other current assets Cash generated from /(used in) operations Income taxes paid (net of refunds) Net cash flow used in operating activities (A) Cash flows from investing activities Interest received Net cash flow used in investing activities (B) Cash flows from financing activities Net cash flow from financing activities (C) Net increase in cash and cash equivalents (A + B + C) Cash and cash equivalents at the beginning of the period Cash and cash equivalents at the end of theperiod	(179.44) - (3.51) 6.19 (176.76) - - 12.21 - - (3.51) (7.19) (175.25) -	1,774.47 - (158.07) 20.24 1,636.65 - - 4.18 - - (6,433.16) 304.44 (4,487.90) (201.96)
	(175.25)	(4,689.87)
	3.51	158.07
	3.51	158.07
	-	-
	-	-
	(171.74) 311.52	(4,531.80) 4,843.32
	139.77	311.52

The accompanying notes forms an integral part of the financial statements

For S. K. Patodia & Associates Chartered Accountants

For & on behalf of the Board of Directors

Firm Registration No: 112723W

Sd/-

Dhiraj Lalpuria Partner Membership No.: 146268

Sd/Sd/- Dinesh Nandwana Amit Sabarwal Director Director DIN : 00062532 DIN : 06478938

Dinesh Nandwana Director DIN : 00062532 Sd/- Pradeep Somani Chief Financial Officer

Sd/- Khushbu Mehta Company Secretary

Place : Mumbai Date : November 18, 2022

Place : Mumbai Place : Mumbai Date : November 18, 2022 Date : November 18, 2022

B266

VL E-Governance & IT Solutions Limited

(formerly known as Vakrangee Logistics Private Limited) Statement of changes in equity for the half year ended Sep 30, 2022

Statement of changes in equity for	Statement of changes in equity for	the half year ended Sep 30, 2022	the half year ended Sep 30, 2022
		(Amount in ₹ 000's)
Particulars	Equity Share Capital	Other Equity	Total equity attributable to equity holders of the Company
		Reserve and Surplus
		Retained earnings
As at March 31, 2021 Profit for the year Other comprehensive income Issue of equity shares As at March 31, 2022 Profit for the period Other comprehensive income Issue of equity shares As at Sep 30, 2022	1,20,000.00 - - - 1,20,000.00 - - - 1,20,000.00	(29,458.79) 1,764.58 - - (27,694.21) (182.60) - - (27,876.81)	90,541.21 1,764.58 - - 92,305.79 (182.60) - - 92,123.19

The accompanying notes forms an integral part of the financial statements

For S. K. Patodia & Associates Chartered Accountants Firm Registration No: 112723W

For & on behalf of the Board of Directors

Sd/-

Dhiraj Lalpuria Partner Membership No.: 146268

Sd/- Dinesh Nandwana Director DIN : 00062532

Sd/- Amit Sabarwal Director DIN : 06478938

Sd/-

Pradeep Somani Chief Financial Officer

Sd/- Khushbu Mehta Company Secretary

Place : Mumbai Date : November 18, 2022

B267

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

Note 1 - Corporate Information

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited) (hereinafter referred to as ‘‘the Company’’) is a public limited company domiciled in India and incorporated under the provisions of the Companies Act applicable in India. The registered office of the Company is located at ‘Vakrangee House’, Vakrangee Corporate House, Plot No.93, Road No.16, M.I.D.C. Marol, Andheri East, Mumbai - 400093, Maharashtra, India. The Company is a wholly owned subsidiary of Vakrangee Limited, whose shares are listed on two stock exchanges in India- the Bombay Stock Exchange (BSE) and National Stock Exchange of India (NSE).

The Company is engaged in providing last mile delivery services of parcels on behalf of e- commerce entities and courier booking services.

The interim Ind AS financial statements were authorized for issue by the Company’s Board of Directors on September 30, 2022.

Note 2 - Significant Accounting Policies

This note provides a list of the significant accounting policies adopted in the preparation of these interim Ind AS financial statements. These accounting policies have been applied to all the years presented by the Company unless otherwise stated.

A. Basis of preparation

i. Statement of compliance

These interim financial statements are prepared in accordance with Indian Accounting Standards (hereinafter referred to as “Ind AS”) under the provisions of the Companies Act, 2013 (hereinafter referred to as `the Act') (to the extent notified). The Ind AS are prescribed under Section 133 of the Act read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016.

The Company had adopted the Ind AS standards in accordance with Ind AS 101 First time adoption of Indian Accounting Standards during the year ended March 31, 2017.

The accounting policies have been consistently applied by the Company unless otherwise stated or where a newly issued accounting standard is initially adopted.

ii. Basis of measurement

The interim Ind AS financial statements have been prepared on historical cost basis except the following

certain financial assets and liabilities (including derivative instruments) are measured at fair value;
assets held for sale- measured at fair value less cost to sell;
defined benefit plans- plan assets measured at fair value; and
share based payments

B268

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

B. Summary of significant accounting policies

a. Current versus non-current classification

The Company presents assets and liabilities in the balance sheet based on current /noncurrent classification.

An asset is treated as current when it is:

Expected to be realized or intended to be sold or consumed in normal operating cycle.
Held primarily for the purpose of trading
Expected to be realized within twelve months after the reporting date, or
Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period

All other assets are classified as non-current.

A liability is current when:

It is expected to be settled in normal operating cycle
It is due to be settled within twelve months after the reporting period, or
There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period

All other liabilities are classified as non –current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Based on the nature of products and services offered by the Company, operating cycle determined is 12 months for the purpose of current and non-current classification of assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents,

b. Foreign Currencies

The company`s Interim Ind AS financial statements are presented in INR (rounded off to thousands), which is also the company’s functional currency.

Transaction and balances

Transactions in foreign currencies are initially recorded by the company in their functional currency spot rates at the date the transaction first qualifies for recognition.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting period.

Exchange differences arising on the settlement of monetary items or on translating monetary items are recognized in the statement of profit or loss except

B269

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;
exchange differences on transactions entered in order to hedge certain foreign currency risks
exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in foreign operation), which are recognized initially in other comprehensive income and reclassified from equity to profit or loss on repayment of the monetary items.

Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. The gain or loss arising on translation of nonmonetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in fair value of the item (i.e. translation differences on items whose fair value gain or loss is recognized in OCI or profit or loss are also recognized in OCI or profit or loss, respectively).

c. Revenue recognition

The Company derives revenues primarily from providing last mile delivery / reverse pick-up services of parcels on behalf of logistics service provider.

Ind AS 115 “Revenue from Contracts with Customers” provides a control- based revenue recognition model and provides a five step application approach to be followed for revenue recognition.

Identify the contract(s) with a customer;
Identify the performance obligations;
Determine the transaction price;
Allocate the transaction price to the performance obligations;
Recognize revenue when or as an entity satisfies performance obligations

Sales of Services

Revenue from contracts with customers is recognized when performance of the services as agreed with the customer has been completed, at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. The method of recognizing the revenues and costs depends on the nature of the services rendered. Revenue is recognized when no significant uncertainty exists as to its realization or collection.

The Company recognizes the income for last mile delivery upon delivery of shipment to end customer or in case of reverse pick-up upon the pick-up of the shipment from the end customer. The Company recognizes the income or commission income from courier services upon pick up of parcels by courier companies.

B270

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

The amount recognised as revenue in its Statement of Profit and Loss is exclusive of Goods and Service Tax and is net of discounts.

Contract balances

Trade receivables

A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Refer to accounting policies of financial assets in section (g) Financial Instruments.

Contract liabilities

A contract liability is the obligation to perform the services as agreed with the customer for which the Company has received consideration (or an amount of consideration is due) from the customer. A contract liability is recognised when the payment is made or the payment is due (whichever is earlier). Contract liabilities are recognized as revenue when the Company performs under the contract.

Interest Income

Interest income from financial assets is recognized when it is probable that economic benefits will flow to the company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial assets to that asset’s net carrying amount on initial recognition.

Dividend Income

Dividend income from investments is recognized when the shareholder’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the company and the amount of income can be measured reliably.

d. Property, Plant and Equipment

All items of property, plant and equipment are initially recorded at cost. Such cost includes the cost of replaced part of the property, plant and equipment and borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying property, plant and equipment. The cost of an item of property, plant and equipment is recognized as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably.

Properties in the course of construction for production, supply or administrative purposes are carried at cost, less any recognized impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalized in accordance with the company`s accounting policy. Such properties are classified to the appropriate categories of property, plant and equipment when completed and ready for intended use. Depreciation of these assets, on the same basis as other property assets, commences when the assets are ready for their intended use.

B271

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

Subsequent to recognition, property, plant and equipment (excluding freehold land) are measured at cost less accumulated depreciation and accumulated impairment losses. When significant parts of property, plant and equipment are required to be replaced in intervals, the company recognizes such parts as individual assets with specific useful lives and depreciation respectively. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement cost only if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in the Statement of Profit and Loss as incurred.

Depreciation is recognized so as to write off the cost of assets (other than freehold land and properties under construction) less their residual values over the useful lives, using the straight- line method (“SLM”). Management believes based on a technical evaluation that the useful lives of the assets reflect the periods over which these assets are expected to be used, which are as follows:

Description of Asset	Life

Computers and Printers, including Computer Peripherals	3 Years
Office Equipment	5 Years
Software	3 Years

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable.

The residual values, useful life and depreciation method are reviewed at each financial yearend to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between sale proceeds and the carrying amount of the asset and is recognized in profit or loss.

e. Taxation

Current taxes

Income tax expense is recognized in net profit in the statement of profit and loss except to the extent that it relates to items recognized directly in other comprehensive income or equity, in which case it is recognized in other comprehensive income or equity respectively. Current income tax is recognized at the amount expected to be paid to or recovered from the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. The Company offsets, on a year to year basis, the current tax assets and liabilities, where it is has legally enforceable right to do so and where it intends to settle such assets and liabilities on a net basis.

B272

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

Deferred taxes

Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the interim Ind AS financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences, and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax relating to items recognised outside the profit and loss is recognised outside profit and loss (either in other comprehensive income or in equity)

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.

f. Fair Value measurement

The Company measures financial instruments at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique

In estimating the fair value of an asset or liability, the Company takes into account the characteristics of the asset or liability if market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

All assets and liabilities for which fair value is measured or disclosed in the interim Ind AS financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

Level 1 —Quoted (unadjusted) market prices in active markets for identical assets or liabilities
Level 2 —Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable
Level 3 —Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the interim Ind AS financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in

B273

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

This note summaries accounting policy for fair value. Other fair value related disclosures are given in the relevant notes.

g. Impairment of Non-Financial Assets

At the end of each reporting period, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized in the profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset ( or a cashgenerating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset ( or cash-generating unit) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

h. Financial Instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial Assets

a) Initial recognition and measurement

All financial assets are recognized initially at fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs that are attributable to the

B274

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

acquisition of the financial asset. Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the market place (regular way trades) are recognized on the trade date, i.e., the date that the Company commits to purchase or sell the asset.

b) Subsequent measurement

Debt Instruments at amortized cost:

A financial asset is subsequently measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Interest income from these financial assets is included in finance income using the effective interest rate method. A gain or loss on a debt investment that is subsequently measured at amortized cost is recognized in profit or loss when the asset is derecognized or impaired.

Debt instrument at Fair Value through Other Comprehensive Income (OCI)

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Interest income from these financial assets is included in finance income using the effective interest rate method. Fair value movements are recognized in the other comprehensive income (OCI). However, the Company recognizes interest income, impairment gains or losses and foreign exchange gains and losses in the statement of profit and loss. On derecognition of the asset, the cumulative gain or loss previously recognized in OCI is reclassified from equity to statement of profit and loss.

Debt instrument at Fair Value through Profit or Loss (FVTPL)

A financial asset which does not meet the criteria for categorization as at amortized cost or as fair value through other comprehensive income is classified as fair value through profit or loss. Debt instruments subsequently measured at fair value through profit or loss are measured at fair value with all changes recognized in the statement of profit and loss.

Equity instruments

All equity investments in scope of Ind AS 109 are measured at fair value. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the Company may make an irrevocable election to present subsequent changes in the fair value in OCI. The Company makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

Dividends from such investments are recognized in profit or loss as other income. There is no recycling of the amounts from OCI to Profit and Loss, even on sale of investment. However, the Company may transfer the cumulative gain or loss within equity.

B275

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

Equity instruments subsequently measured at fair value through profit or loss are measured at fair value with all changes recognized in the statement of profit and loss.

Investment in subsidiaries is carried at cost in the Interim Ind AS financial statements.

c) De-recognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognized (i.e. removed from the company balance sheet) when:

The rights to receive cash flows from the asset have expired, or

The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) the company has transferred substantially all the risks and rewards of the asset, or (b) the company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset

When the Company has transferred its rights to receive cash flows from an asset or has entered into a pass-through arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, the company continues to recognize the transferred asset to the extent of the company`s continuing involvement. In that case, the company also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that the company has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the company could be required to repay.

d) Impairment of financial assets

The Company recognises impairment loss applying the expected credit loss (ECL) model on the financial assets measured at amortized cost, debt instruments at FVTOCI, lease receivables, trade receivables, other contractual right to receive cash or other financial asset and financial guarantee not designated as at FVTPL.

Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights.

The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12 months expected credit losses.

For trade receivables or any contractual right to receive cash or other financial assets that result from transactions that are within the scope of Ind AS 11 and Ind AS 18, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

B276

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company applies ‘simplified approach’ permitted by Ind AS 109 Financial Instruments. This expected credit loss allowance is computed based on a provision matrix which considers historical credit loss experience and adjusted for forward-looking information.

Financial Liabilities

a) Initial recognition and measurement

All financial liabilities are recognized initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

b) Subsequent measurement

The measurement of financial liabilities depends on their classification, as described below:

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments entered into by the company that are not designated as hedging instruments in hedge relationships as defined by Ind-AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognized in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/ losses attributable to changes in own credit risk is recognized in OCI. These gains/ losses are not subsequently transferred to P&L. However, the company may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognized in the statement of profit or loss. The Company has not designated any financial liability as at fair value through profit and loss.

Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingent consideration recognized in a business combination which is subsequently measured at fair value through profit and loss. For trade and other payables maturing within one year from the Balance Sheet date, the carrying amounts approximate fair value due to the short maturity of these instruments.

Loans and borrowings

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the effective interest rate method. Gains and losses are recognized in profit or loss when the liabilities are derecognized as well as through the effective interest rate amortization process.

B277

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the effective interest rate. Such amortization is included as finance costs in the statement of profit and loss.

Financial guarantee contracts

Financial guarantee contracts issued by the Company are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. Financial guarantee contracts are recognized initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, the liability is measured at the higher of the amount of loss allowance determined as per impairment requirements of Ind AS 109 and the amount recognized less cumulative amortization.

c) Derecognition

A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognized in the statement of profit or loss

d) Offsetting of financial instruments

Financial assets and financial liabilities are offset, and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net basis, to realize the assets and settle the liabilities simultaneously.

i. Inventories

Inventories are valued at lower of cost on First-In-First-Out (FIFO) or net realizable value after providing for obsolescence and other losses, where considered necessary. Cost of inventories comprises all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Cost of purchased inventory is determined after deducting rebates and discounts. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the sale.

j. Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets that necessarily takes a substantial period to get ready for their intended use or sale are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognized in statement of profit and loss in the period in which they are incurred.

B278

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

k. Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.

Dividends

Provision is made for the amount of any dividend declared, being appropriately authorized and no longer at the discretion of the Company, on or before the end of the reporting period but not distributed at the end of the reporting period.

l. Provisions

Provisions are recognized when the Company has a present obligation, legal or constructive, as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

Where a provision is measured using the cash flows estimated to settle the present obligation, it carrying amount is the present value of those cash flows. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability.

m. Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. The Company does not recognize a contingent liability but discloses its existence in the interim Ind AS financial statements. Payments in respect of such liabilities, if any are shown as advances.

n. Earnings Per Share

Basic earnings per share are calculated by dividing the net profit or loss for the year attributable to equity shareholders by the weighted average number of equities shares outstanding during the year.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to consider

The after-income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
Weighted average number of equity shares that would have been outstanding assuming the conversion of all the dilutive potential equity.

B279

VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

o. Cash and Cash Equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are shortterm balances (with an original maturity of three months or less from the date of acquisition), and highly liquid time deposits that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

p. Leases :

The Company assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a year of time in exchange for consideration.

Ind AS 116 Leases replaces existing lease accounting guidance i.e. Ind AS 17 Leases. It sets out principles for the recognition, measurement, presentation and disclosure of leases and requires lessees to account for all leases, except short-term leases and leases for low-value items, under a single on-balance sheet lease accounting model. A lessee recognises a right-ofuse asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments.

The Company recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the site on which it is located, less any lease incentives received. Certain lease arrangements include the option to extend or terminate the lease before the end of the lease term.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of property, plant and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using incremental borrowing rate. For leases with reasonably similar characteristics, the Company, on a lease by lease basis, may adopt either the incremental borrowing rate specific to the lease or the incremental borrowing rate for the portfolio as a whole.

Lease payments included in the measurement of the lease liability comprises of fixed payments, including in-substance fixed payments, amounts expected to be payable under a residual value guarantee and the exercise price under a purchase option that the Company is reasonably certain to exercise, lease payments in an optional renewal period if the Company is reasonably certain to exercise an extension option.

The lease liability is subsequently remeasured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Company’s estimate of the amount

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Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

expected to be payable under a residual value guarantee, or if Company changes its assessment of whether it will exercise a purchase, extension or termination option.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Lease liability and the right of use asset will be separately presented in the balance sheet and lease payments will be classified as financing activities.

The Company has elected not to recognise right-of-use assets and lease liabilities for short term leases that have a lease term of less than or equal to 12 months with no purchase option and assets with low value leases. The Company recognises the lease payments associated with these leases as an expense in standalone statement of profit and loss over the lease term. The related cash flows are classified as operating activities.

q. Employee Benefits

 Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employee’s services up to the end of the reporting period and are measured at the undiscounted amounts of the benefits expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

 Other Long-term employee benefit obligations

The liabilities for compensated absences (annual leave) which are not expected to be settled wholly within 12 months after the end of the period in which the employee render the treated are presented as non-current employee benefits obligations. They are therefore measured as the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the Projected Unit Credit method. The benefits are discounted using the market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligations. Remeasurements as a result of experience adjustments and changes in actuarial assumptions (i.e. actuarial losses/ gains) are recognized in the Statement of Profit and Loss.

The obligations are presented as current in the balance sheet if the Company does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.

 Post- employment obligations

Defined benefit plan - Gratuity Obligations

The Company provides for gratuity, a defined benefit plan (the “Gratuity Plan”) covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or

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VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

termination of employment, of an amount based on the respective employee’s salary and the tenure of employment.

The liability or asset recognised in the balance sheet in respect of defined benefit gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is actuarially determined using the Projected Unit Credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash flows outflows by reference to market yields at the end of the reporting period on government bonds that have a term approximating to the terms of the obligation.

The net interest cost, calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of the plan assets, is recognised as employee benefit expenses in the statement of profit and loss.

Remeasurements gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the other comprehensive income in the year in which they arise and are not subsequently reclassified to Statement of Profit and Loss.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in profit or loss as past service cost.

Note 3 - Critical Accounting Judgements and Estimates

The preparation of inretim Ind AS financial statements in conformity with Ind AS requires judgements, estimates and assumptions to be made that affect the reported amount of assets, liabilities, revenue, expenses, accompanying disclosures and the disclosures of contingent liabilities. The estimates and associate’s assumptions are based on historical experience and other factors that are relevant. Actual results could differ from those estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future period.

Application of accounting policies that require critical accounting estimates and the use of assumptions in the interim Ind AS financial statements are as follows:

 Defined benefit plans

The cost of the defined benefit gratuity plan and other post-employment medical benefits and the present value of the gratuity obligation are determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate; future salary increases and mortality rates. Due to the complexities involved in the valuation and its longterm nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in India, the management considers the interest rates of

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VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

government bonds in currencies consistent with the currencies of the post-employment benefit obligation.

The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary increases and gratuity increases are based on expected future inflation rates.

 Fair value measurement of financial instruments

When the fair values of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

 Revenue from contracts with customers

The Company’s contracts with customers include promises to provide the goods or services to the customers. Judgement is required to determine the transaction price for the contract. The transaction price could be either fixed amount of customer consideration or variable consideration with elements such as schemes, incentives, cash discounts etc. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur and is reassessed at the end of each period.

Estimates of rebates and discounts are sensitive to changes in circumstances and the Company’s past experience regarding returns and rebate entitlements may not be representative of customer’s actual returns and rebate entitlements in the future.

Impact of Covid-19

Due to the outbreak of COVID-19 globally and in India. The Company's management has made initial assessment of likely adverse impact on business and financial risks on account of COVID-19, and believes that the impact is likely to be short term in nature. The management does not see any medium to long term risks in the Company's ability to continue as a going concern and meeting its liabilities as and when they fall due, and compliance with the debt covenants, as applicable.

Recent pronouncements

On March 24, 2021, the Ministry of Corporate Affairs (“MCA”) through a notification, amended Schedule III of the Companies Act, 2013. The amendments revise Division I, II and III of Schedule III and are applicable from April 1, 2021. Key amendments relating to Division II which relate to companies whose interim Ind AS financial statements are required to comply with Companies (Indian Accounting Standards) Rules 2015 are:

Balance Sheet:

 Lease liabilities should be separately disclosed under the head ‘financial liabilities’, duly distinguished as current or non-current.

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VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited)

Notes to Interim Ind AS financial statements for the half year ended September 30, 2022

Certain additional disclosures in the statement of changes in equity such as changes in equity share capital due to prior period errors and restated balances at the beginning of the current reporting period.
Specified format for disclosure of shareholding of promoters.
Specified format for ageing schedule of trade receivables, trade payables, capital work-inprogress and intangible asset under development.
If a company has not used funds for the specific purpose for which it was borrowed from banks and financial institutions, then disclosure of details of where it has been used.
Specific disclosure under ‘additional regulatory requirement’ such as compliance with approved schemes of arrangements, compliance with number of layers of companies, title deeds of immovable property not held in name of company, loans and advances to promoters, directors, key managerial personnel (KMP) and related parties, details of benami property held etc.

Statement of profit and loss:

Additional disclosures relating to Corporate Social Responsibility (CSR), undisclosed income and crypto or virtual currency specified under the head ‘additional information’ in the notes forming part of interim Ind AS financial statements.

The amendments are extensive and the Company will evaluate the same to give effect to them as required by law.

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VL E-Governance & IT Solutions Limited

(formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 4 - Property, Plant & Equipment

Computer & Laptops (Amount in ₹ 000's)	Computer & Laptops (Amount in ₹ 000's)	Computer & Laptops (Amount in ₹ 000's)
Description	As at Sep 30, 2022	As at March 31, 2022
At start of period Additions Disposals/Transfers At end of period Depreciation and Impairment At start of period Depreciation charged for the period Disposals/Transfers At end of period Net Book Value At end ofperiod	156.00 - - 156.00 156.00 - - 156.00 -	156.00 - - 156.00 156.00 - - 156.00 -
Office Equipment (Amount in ₹ 000's)
Description	As at Sep 30, 2022	As at March 31, 2022
At start of period Additions Disposals/Transfers At end of period Depreciation and Impairment At start of period Depreciation charged for the period Disposals/Transfers At end of period Net Book Value At end ofperiod	100.39 - - 100.39 94.20 6.19 - 100.39 -	100.39 - - 100.39 73.96 20.24 - 94.20 6.19

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VL E-Governance & IT Solutions Limited

(formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 5 - Other Intangible Assets

Logistics Portal Software (Amount in ₹ 000's)	Logistics Portal Software (Amount in ₹ 000's)	Logistics Portal Software (Amount in ₹ 000's)
Description	As at Sep 30, 2022	As at March 31, 2022
At start of period Additions Disposals/Transfers At end of period Depreciation and Impairment At start of period Depreciation charged for the period Disposals/Transfers At end of period Net Book Value At end ofperiod	550.00 - - 550.00 550.00 - - 550.00 -	550.00 - - 550.00 550.00 - - 550.00 -

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VL E-Governance & IT Solutions Limited (formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 6 - Other Financial Assets

Non-Current

n-Current
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
Deposit with statutory authorities	25.00	25.00
TOTAL	25.00	25.00

Note 7 - Deferred Tax Assets/(Liability)

te 7 - Deferred Tax Assets/(Liability)
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
Assets (i) On account of difference in depreciation on Fixed Assets	24.70	27.86
( A)	24.70	27.86
Liabilities (i)Temporarydifferences on Tax Provisions	-	-
( B)	-	-
TOTAL(A - B)	24.70	27.86

Note 8 - Trade Receivables

te 8 - Trade Receivables
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
(i)Trade Receivables considered good - Secured (ii)Trade Receivables considered good - Unsecured (iii)Trade Receivables which have significant increase in Credit Risk (iv)Trade Receivables - credit impaired	- - - - -	- - - - -
TOTAL	-	-

Dues receivable from Holding Company

Note 9 - Cash and Cash equivalents

te 9 - Cash and Cash equivalents
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
Cash and cash equivalents (i) Balances with Banks : - Current Accounts - Deposit Accounts (ii)Cash-in-hand	139.77 - -	311.52 - -
TOTAL	139.77	311.52

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(formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 10 - Bank Balances other than above

te 10 - Bank Balances other than above
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
Fixed Deposits with maturity period of more than 3 months but less than 12 months*	143.16	139.65
TOTAL	143.16	139.65
* Amount held as margin money against bank guarantee	100.00 100.00

Amount held as margin money against bank guarantee

Note 11 - Other Financial Assets

te 11 - Other Financial Assets
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
Other Receivables (COD Receivables) Less:- Allowance for credit losses Advance to Vendor Interest Accured on FDR	2,008.70 2,008.70	2,008.70 2,008.70
	- 91,690.00 -	- 91,690.00 -
	91,690.00	91,690.00

Note 12 - Other Current Assets

te 12 - Other Current Assets
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
Balances with statutory authorities - GST - Income Tax	57.35 258.82	50.16 258.82
TOTAL	316.16	308.97

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VL E-Governance & IT Solutions Limited

(formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 13 - Equity Share Capital

ote 13 - Equity Share Capital
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022		As at March 31, 2022

(i) Authorised Share Capital :	Number of Shares ( in 000's)	Amount	Number of Shares ( in 000's)	Amount
As at start of period Increase duringtheperiod	15,000.00 -	1,50,000.00 -	15,000.00 -	1,50,000.00 -
As at end ofperiod	15,000.00	1,50,000.00	15,000.00	1,50,000.00

	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)
(ii) Issued Equity Share Capital	Number of Shares ( in 000's)	Amount	Number of Shares ( in 000's)	Amount
As at start of period Increase duringtheperiod	12,000.00 -	1,20,000.00 -	12,000.00 -	1,20,000.00 -
As at end ofperiod	12,000.00	1,20,000.00	12,000.00	1,20,000.00

(iii) Shares held by Holding Company, its Subsidiaries and Associates

- Equity Shares held by the Holding Company

- Equity Shares held by the Holding Company	- Equity Shares held by the Holding Company	- Equity Shares held by the Holding Company
(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
1,20,00,000 equity shares are held by Vakrangee Limited (March 31, 2022 : 1,20,00,000 equityshares)	1,20,000	1,20,000

(iv) Details of shareholders holding more than 5% shares in the Company

	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)
No. of Shares held by	As at Sep 30, 2022		As at March 31, 2022
	Number of Shares ( in 000's)	%	Number of Shares ( in 000's)	%
Vakrangee Limited	12,000.00	100.00	12,000.00	100.00
TOTAL	12,000.00	100.00	12,000.00	100.00

(v) Disclosure of shareholding of Promoters

	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)
	Shares held by Promoters
Promoters' Name	As at Sep 30, 2022		As at March 31, 2022		% Change during the year
	Number of shares	% of Total Shares	Number of shares	% of Total Shares
Vakragee Limited	12,000	100.00	12,000	100.00	-

(vi) Detailed note on the terms of the rights, preferences and restrictions relating to each class of shares including restrictions on the distribution of dividends and repayment of capital.

B289

VL E-Governance & IT Solutions Limited (formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

The Company has only one class of Equity Shares having a par value of ₹ 10/- per share. Each holder of Equity Share is entitled to one vote per share. New equity shares issued shall be ranked parripassu to the existing equity shares.

In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after

distribution of all preferential amounts. The distribution will be in proportion to the number of Equity shares held by the shareholders.

(vii) The Company's objective for capital management is to maximise shareholder value, safeguard business continuity and support the growth of the Company. The Company determines the capital requirement based on annual operating plans and long-term and other strategic investment plans. The funding requirements are met through equity and operating cash flows generated. The Company is not subject to any externally imposed capital requirements.

Note 14 - Other Equity

ote 14 - Other Equity
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022		As at March 31, 2022
Surplus in Statement of Profit & Loss Balance at the beginning of the period Add: Profit for theperiod	(27,694.22) (182.60)		(29,458.79) 1,765.58
TOTAL		(27,876.82)		(27,694.22)

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(formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 15 - Trade Payables

ote 15 - Trade Payables
	(Amount in ₹ 000's
Particulars	As at Sep 30, 2022		As at March 31, 2022
Amount due to vendor -Dues of micro enterprises and small enterprises Principal amount paid (including unpaid) beyond the appointed date Interest due and payable for the period Interest accrued and remaining unpaid
	Principal	Interest	Principal	Interest
	- - - -	- - - -	- - - -	- - - -
Total Dues of micro enterprises and small enterprises	-	-	-	-

- Dues of Creditors other than micro enterprises and small enterprises	159.22	-	159.22	-
TOTAL		159.22		159.22

As at September 30, 2022 and March 31, 2022, there are no outstanding dues to Micro, Small and Medium Enterprises. There is no interest due or outstanding on the same.

Trade Payables Ageing Schedule	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)
Particulars	Outstanding for following periods from due date ofpayment
	Less than 1 Year	1-2 Years	2-3 Years	More than 3 Years	Total
1) MSME 2) Others 3) Disputed Dues - MSME 4) Disputed Dues - Others	- - - -	- - - -	- - - -	- 159.22 - -	- 159.22 - -
Total	-	-	-	159.22	159.22

Note 16 - Other Financial Liabilities

ote 16 - Other Financial Liabilities
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
Payables against cash collection Advance from customers Commission Expenses Payable	- - -	- - -
TOTAL	-	-

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(formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 17 - Other Current liabilites

ote 17 - Other Current liabilites
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
Withholding taxes and others Other Payables: Audit Fees Payable Employee Related Liabilities	- 30.00 26.39 56.39	5.38 38.80 - 38.80
TOTAL	56.39	44.18

Note 18 - Current Tax Liabilities (Net)

ote 18 - Current Tax Liabilities (Net)
	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
Income Tax (Net of Provision for Income Tax)	-	-
TOTAL	-	-

B292

VL E-Governance & IT Solutions Limited (formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 19 - Revenue from Operations

e 19 - Revenue from Operations
	(Amount in ₹ 000's)
Particulars	For the half year ended Sep 30, 2022		For the year ended March 31, 2022
Sale of Courier services Sale of Last mile deliveryservices	- -		- -
TOTAL		-		-

Note : The amount of revenues are exclusive of indirect taxes ( GST etc.)

Note 20 - Other Income

e 20 - Other Income
			(Amount in ₹ 000's)
Particulars	For the half year ended Sep 30, 2022		For the year ended March 31, 2022
Interest Income - Bank Deposits Miscellaneous Income	3.51 -	3.51	158.07 1,850.00	2,008.07

TOTAL		3.51		2,008.07

Note 21 - Purchases

e 21 - Purchases
	(Amount in ₹ 000's)
Particulars	For the half year ended Sep 30, 2022		For the year ended March 31, 2022
Purchase of Courier Services		-		-
TOTAL		-		-

Note 22 - Operating Expenses

e 22 - Operating Expenses
	(Amount in ₹ 000's)
Particulars	For the halfyear ended Sep 30, 2022		For theyear ended March 31, 2022
Commisison Expense		-		-
TOTAL		-		-
e 23 - Employee Benefits Expenses	(Amount in ₹ 000's)
Particulars	For the half year ended Sep 30, 2022		For the year ended March 31, 2022
(i) Salaries & Wages (ii)Staff Welfare Expenses	98.27 -		- -
TOTAL		98.27		-

Note 23 - Employee Benefits Expenses

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VL E-Governance & IT Solutions Limited (formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 24 - Other Expenses

e 24 - Other Expenses
			(Amount in ₹ 000's)
Particulars	For the half year ended Sep 30, 2022		For the year ended March 31, 2022
Conveyance & Travelling Expenses Allowance for credit losses - Opening Allowances - Add : Written off during the year - Less : Closing Allowances Rent Rates & Taxes Bank Charges & Commission Software & Other IT charges Legal & Professional Fees - Other than payments to Auditor - Legal & Professional Fees - Filing Stamp Duty and Franking Charg Payments to Auditors : - Audit fees - Certification Fee - Limited Review Office & General Expenses TOTAL	(2,008.70) - (2,008.70)	- - - 0.65 43.80 30.00 4.04	(2,008.70) - (2,008.70)	- - - 0.33 113.96 95.00 4.07
	41.40 e 2.40		76.50 37.46
	30.00 - -		40.00 10.00 45.00

		78.49		213.35

Note 25 - Earnings Per Equity Share

	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)	(Amount in ₹ 000's)
Particulars	For the half year ended Sep 30, 2022		For the year ended March 31, 2022
Net profit after tax attributable to equity shareholders for Basic EPS Add/Less: Adjustment relating to potential equity shares Net profit after tax attributable to equity shareholders for Diluted EPS Weighted average no. of equity shares outstanding during the year For Basic EPS For Diluted EPS Basic EPS (₹) Diluted EPS (₹) Face Value per Equity Share (₹) Reconciliation between no. of shares used for calculating Basic and Diluted EPS No. of shares used for calculating Basic EPS Add: Potential equity shares No. of shares used for calculating Diluted EPS		(182.60) -		1,764.58 -
		(182.60) 12,000.00 12,000.00 (0.015) (0.015) 10.00 12,000.00 -		1,764.58 12,000.00 12,000.00 0.147 0.147 10.00 12,000.00 -
		12,000.00		12,000.00

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VL E-Governance & IT Solutions Limited

(formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 26 - Ratio Calculations

Particulars	Sep-22	Mar-22
1) Current ratio (a/b) (in times) Current Assets (a) Current Liability (b)	428.03 92,289.09 215.61	454.52 92,450.14 203.40


2) Debt Equity ratio (c/d) (in times) Debt (c) Equity (d)	N.A. - 92,123.18	N.A. - 92,305.78
Note: As the companydoes not have anydebt,the debt equityratio is not applicable.

3) Debt Service Coverage ratio (e/f) EBITDA (e) Interest on Term Loan Principal Repayment Total Interest & Principal Repayment(f)	N.A. - 173.25 - - -	N.A. 1,794.71 - - -
Note: As the companydoes not have anydebt,the debt service coverage ratio is not applicable.

4) Inventory Turnover Ratio (g/h) (in times) Cost of Goods sold (g) Average inventory (h)	N.A. - -	N.A. - -
Note : As the company does not have inventories and business nature of company is providing services, Inventory Turnover Ratio is not applicable.

5) Trade Receivable Turnover Ratio (i/j) (in times) Net Sales (i) Average Account Receivable(j)	N.A. - -	N.A. - -
Note : As the company does not have Trade Receivables & Operational Revenue, Trade Receivable Turnover ratio is not appliable.

6) Return on Equity ratio (k/l) (in %) Profit after Tax (k) Shareholder's Equity (l)	-0.20% (182.60) 92,123.18	1.91 % 1,764.58 92,305.78
Note: Since,there is Inome in Current Financial Year,the companyhas earnedprofit.

7) Trade Payable Turnover ratio (m/n) (in times) Credit purchase (m) Average Account Payable(n)	N.A. - 159.22	N.A. - 159.22
Note: As the companydoes not havepurchases,Trade Payable Ratio will not be applicable.

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(formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Particulars	Sep-22	Mar-22
8) Net Capital Turnover ratio (o/r) (in times) Total Sales (o) Current Assets (p) Current Liabilities (q) WorkingCapital(r) {p-q}	N.A. - 92,289.09 215.61 92,073.48	N.A. - 92,305.78 203.40 92,102.38
Note: As the companydoes not have sales,Net Capital Turnover Ratio will not be applicable.

9) Net Profit ratio (s/t) (in %) Profit after Tax (s) Total Sales(t)	-5206.66% (182.60) 3.51	87.87 % 1,764.58 2,008.07
Note: As the companydoes not have sales,Net Profit Ratio has been calculated on Total Income.

10) Return on Capital Employed (u/x) (in %) EBITDA (u) Net Worth (v) Total Debt (w) Total Capital Employed(x) {v+w}	-0.19% - 173.25 92,123.18 - 92,123.18	1.94% 1,794.71 92,305.78 - 92,305.78

11) Return on Investment (y/z) (in %) EBITDA (y) Net Worth(z)	-0.19% - 173.25 92,123.18	1.94% 1,794.71 92,305.78

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VL E-Governance & IT Solutions Limited (formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 27 - Related Party Transactions

a) Key Management Personnel

Dinesh Nandwana	Director
Jitendra Jog	Director
Amit Sabarwal	Director
Ajad Ansari	Chief Financial Officer(upto July,08,2022)
PradeepSomani	Chief Financial Officer(w.e.f July,09,2022)
Khushbu Mehta	Company Secretary (w.e.f June 20, 2022 )

b) Holding Company of the company with whom company has entered in transactions during the period

Vakrangee Limited

Transactions during the period

Transactions during the period	Transactions during the period	Transactions during the period
- In relation to(a) (Amount in ₹ 000's)
Nature of Transactions	For the half year ended Sep 30, 2022	For the year ended March 31, 2022
Employee Benefit Expenses Jitendra Jog	-	-
- In relation to(b) (Amount in ₹ 000's)
Nature of Transaction	For the half year ended Sep 30, 2022	For the year ended March 31, 2022
Sale of goods and services Receipts towards sales	- -	1,850.00 -
Balance outstanding as on date
Nature of Transaction	For the half year ended Sep 30, 2022	For the year ended March 31, 2022
EquityShare Capital	1,20,000.00	1,20,000.00

Note 28 - Contingent Liabilities and Commitments (to the extent not provided for)

	(Amount in ₹ 000's)	(Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
(A) Contingent Liabilities Company has provided Counter Guarantee in relation to Bank Guarantee	100.00	100.00
Total (A)	100.00	100.00

(B) Commitments Estimated amount of contracts remaining to be executed on capital account not provided for (net of advances).	-	-
Total (B)	-	-

Total(A+B)	100.00	100.00

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VL E-Governance & IT Solutions Limited (formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 29 - Financial Risk Management

The Company’s activities expose it to market risk, liquidity risk and credit risk. The below note explains the sources of risk which the entity is exposed to and how the entity manages the risk :

Exposure arising from	Risk	Measurement	Management
Cash and cash equivalents, trade receivables, derivative financial instruments, financial assets meaasured at amortised cost.	Credit Risk	Aging analysis Credit ratings	Diversification of bank deposits, credit limits and letters of credit
Borrowings and other liabilities	Liquidity Risk	Rolling cash flow forecasts	Availibility of committed credit lines and borrowing facilities
Future commercial transactions. Recognised financial assets and liabilities not denominated in Indian Rupee(INR)	Market Risk - foreign exchange	Cash flow forecasting Sensitivity analysis	Forwarded foreign exchange contracts Foreign currency options
Long-Term borrowings at variable rates	Market Risk - interest rate	Sensitivityanalysis	Interest rate swaps
Investments in equity securities	Market Risk - security prices	Sensitivityanalysis	Portfolio diversification

Note 30 - Income Taxes

The followingtableprovides the details of income tax liabilities and income tax asset (Amount in ₹ 000's)	The followingtableprovides the details of income tax liabilities and income tax asset (Amount in ₹ 000's)	The followingtableprovides the details of income tax liabilities and income tax asset (Amount in ₹ 000's)
Particulars	As at Sep 30, 2022	As at March 31, 2022
Current Income Tax Liabilities Income Tax Assets	- 258.82	- 258.82
Net current income tax liabilities /(assets) at the end	(258.82)	(258.82)
Thegross movement in the current income tax liability/(asset)
Particulars	the halfyear ended Sep 30, 2 r	theyear ended March 31, 2
Net current income tax liability / (asset) at the beginning Income taxes paid (net of refunds) Current Income Tax expense	(258.82) - -	(56.86) (201.96) -
Net current income tax liability /(asset) at the end	(258.82)	(258.82)

Note 31 - Scheme of arrangement

During the year, the Company in its Board of Directors' meeting held on October 10, 2021, has approved the draft Scheme of Arrangement of Demerger between Vakrangee Limited (“demerged company”) and VL E-Governance & IT Solutions Limited (“resulting company”) in terms of the provisions of section(s) 230 to 232 of the Companies Act, 2013 with reference to its compliance with the applicable Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and other generally accepted accounting principles. The said Scheme, would be effective from April 1, 2021 (the Appointed Date) for demerger of E-Governance & ITES Business (Demerged undertaking) of Vakrangee Limited into VL E-Governance & IT Solutions Limited. The approval of the National Company Law Tribunal (NCLT) is awaited.

B298

VL E-Governance & IT Solutions Limited

(formerly known as Vakrangee Logistics Private Limited) Notes to financial statements for the half year ended Sep 30, 2022

Note 32 - Previous year / period figures

The financial statements have been prepared in accordance with the Companies (Indian Accounting Standards) Rules, 2015

(Ind AS) prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and polices to

the extent applicable. The previous year's figures have been regrouped or rearranged wherever necessary.

For S. K. Patodia & Associates Chartered Accountants Firm Reg. No: 112723W

For & on behalf of the Board of Directors

Sd/- Dhiraj Lalpuria Partner Membership No.: 146268

Place : Mumbai Date : November 18, 2022

Sd/- Dinesh Nandwana Director DIN : 00062532 Sd/- Pradeep Somani Chief Financial Officer Place : Mumbai Date : November 18, 2022

Sd/- Amit Sabarwal Director DIN : 06478938 Sd/- Khushbu Mehta Company Secretary Place : Mumbai Date : November 18, 2022

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Annexure 14

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B302

This is an abridged prospectus prepared to comply with the requirements of regulation 37 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations") read with SEBI Circular No. CFD/DIL/3/CIR/2017/21 dated March 10, 2017 read with Circular SEBI/HO/CED/DILUC1UPl/2020/249 dated December 22, 2020 issued by Securities and Exchange Board of India ('SEBI Circulars") and is in accordance with the disclosure required to be made in the Abridged Prospectus as provided in Part E of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, to the extent applicable and SEBI Circulars bearing reference Number, SEBI/HO/CFD/SSEP/CIR/P/2022/14 dated February 4, 2022, and Master Circular SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated November 23, 2021.

This is an Abridged Prospectus/ Memorandum containing information pertaining to the unlisted company, VL E-Governance & IT Solutions Limited, which is a party to the Scheme of Arrangement for demerger proposed to be made between Vakrangee Limited (hereinafter referred as " Vakrangee " or "Demerged Company") and the said VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited) (“VLEG&ITS” or “Resulting Company”) and their respective shareholders pursuant to Section 230 to 232 read with section 66 of the Companies Act,20 13 (hereinafter referred to as the "Scheme"). You are also encouraged to read the greater details available in the Scheme.

The Scheme along with the Abridged Prospectus is also available on the website of BSE Limited ('BSE") i.e. www.bseindia.com, National Stock i.e.www.nseindia.com and nothing in this document constitutes an offer or an invitation by or on behalf of Vakrangee to subscribe for or purchase any of the securities of Vakrangee.

THIS ABRIDGED PROSPECTUS CONTAINS 8 PAGES. PLEASE ENSURE THAT YOU HAVE RECEIVED ALL

THE PAGES.

(Capitalised terms not defined herein shall have the meanings ascribed to them under the Scheme of Arrangement) No Equity Shares are proposed to be sold or offered pursuant to this Abridged Prospectus VL E-GOVERNANCE & IT SOLUTIONS LIMITED (Formerly known as Vakrangee Logistics Private Limited) Corporate Identity Number: U74110MH2016PLC274618 Date of Incorporation: March 18, 2016

Registered Office Contact Person Email Address Contact Number Website Vakrangee Corporate House, Plot No.93, Khushbu Hitesh Road No.16, M.I.D.C. Marol, Andheri Not Mehta, [email protected]. +91- 022-67765100 East Mumbai – 400093, Maharashtra, Applicable Company Secretary India

PROMOTER OF OUR COMPANY

VAKRANGEE LIMITED (THE DEMERGED COMPANY)

DETAILS OF THE OFFER

Type of Issue Total Issue Size Fresh Issue Size (by OFS Size (by no. Issue under (Fresh/ OFS/ (by no. of shares no. of shares or by of shares or by ICDR Share Reservation Fresh & or by amount in amount in Rs.) amount in Rs.) Regulations OFS) Rs.)

Not Applicable

DETAILS OF OFS BY PROMOTER(S)/ PROMOTER GROUP/ OTHER SELLING SHAREHOLDERS

No. of shares WACA in Rs. No. of shares WACA in Rs. Name Type offered / amount in Per Equity Name Type offered / amount Per Equity Rs.) Share in Rs.) Share

Not Applicable

SCHEME OF ARRANGEMENT DETAILS AND LISTING

This Scheme of Arrangement for Demerger between the Vakrangee and VLEG&ITS (Wholly owned subsidiary of Vakrangee) under Sections 230 to 232 read with Section 66 and other applicable provisions of The Companies Act, 2013, as applicable and also read with Section 2 (19aa) and other relevant provisions of the Income-Tax Act, 1961, As may be applicable .
The Scheme provides for: (i) Transfer of Assets of Demerged Undertaking i.e E Governance & IT/ITES business undertaking being transferred to and vested in and shall be deemed to be demerged from the Demerged Company and transferred to and vested in the Resulting Company as a going concern so as to become as and from the Appointed Date; (ii) all contracts, deeds, etc., shall be and may be enforced as fully and effectually as if, instead of the Demerged Company, the Resulting Company had been a party or beneficiary or obligee thereto or there under; (iii) all liabilities and debts of the Demerged Company as on the Appointed Date and relatable to the Demerged Undertaking shall, without any further act or deed, be and stand transferred to and be deemed to be transferred to the Resulting Company to the extent that they are outstanding as on the Effective Date; (iv) all Employees of the Demerged Undertaking shall become the employees of the Resulting Company with

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effect from the Appointed Date; (v) Vakrangee Limited ESOPs shall continue, subject to such adjustments towards the demerger of the E-Governance & IT/ITES business Division; (vi) Increase in authorized share capital and issuance of Equity Shares; and (vii) Reduction of Share Capital by cancelling the present issued, subscribed and paid up capital of the Resulting Company.

The Scheme shall be effective and operative from the Appointed Date.
Rationale for the Scheme: The Demerger of Demerged Undertaking and vesting of the same with Resulting Company would enable the Resulting Company to enhance operational efficiencies, ensuring synergies through pooling of the financial, managerial, personnel capabilities, skills and expertise and the management is of the view that segregation of the Demerged Undertaking would lead to the following benefits;
a) The transfer and vesting of the Demerged Undertaking of the Demerged Company to the Resulting Company through this Scheme are with a view to unlock the economic value of both the divisions.
b) The Demerger is likely to enable the business and activities comprised in the demerged undertaking and remaining business and activities of VL to be pursued and carried on with greater focus and attention through two separate companies each having its own administrative set up. Independent management of each of the undertakings will ensure required depth and focus on each of the businesses and adoption of strategies necessary for the growth of respective businesses. The structure provides independence to the management in decisions regarding the use of their respective cash flows for dividends, capital expenditure or other reinvestment in their business.
c) Vakrangee Kendra Business is Retail centric Consumer facing business whereby we are building the last mile physical distribution platform as well as a B2C E-Commerce focussed Mobile Super app Digital platform.
d) Vakrangee Kendra Business (Physical as well as Digital) is an asset light, high return on Capital business and thereby will get proper representation post Demerger.
e) E-Governance & IT/ITES Business is a capital intensive B2B business. It is Capex Heavy as well as Working capital Intensive. The E-Governance & IT/ITES Business segment requires different skill sets and focused approach towards time bound project execution capabilities as well as dedicated efforts on collection of Debtors / Receivables, Vendor management and procurement of IT equipment’s.
f) The focus is on enhancing strategic flexibility to build a viable platform solely focusing on each of these businesses (Vakrangee Kendra business as well as EGovernance / IT & ITES).
g) The Demerger will enable both the Companies to enhance business operations by streamlining operations more efficient management control and outlining independent growth strategies.
h) Enable dedicated management focus, resources and skill set allocation to each business, which will in turn accelerate growth and unlock value for the shareholders.
i) Each undertaking will be able to target and attract new customers corresponding to their own business.
j) The demerger will unlock value of both business and result in shareholder value maximization.
k) Pursuant to the scheme, the equity shares issued by the Resulting Company would be listed on BSE and NSE and will unlock the value of E-Governance and IT/ITES business for the shareholders of the Demerged Company. Further the existing Shareholders of the Demerged Company would hold the shares of two listed entities after the scheme becoming effective; giving them flexibility in managing their investments in the two businesses having differential dynamics.
l) The Scheme shall be in the beneficial interest of the shareholders of the companies. The Scheme shall not be in any manner prejudicial to the interest of the concerned members, creditors, employees or general public at large.
Consideration: Upon this Scheme coming into effect, in consideration of the transfer of the Demerged Undertaking by the Demerged Company to the Resulting Company, in terms of this scheme, the Resulting Company shall, issue and allot to every member of the Demerged Company holding fully paid-up equity shares in the Demerged Company and whose names appear in the Register of Members of the Demerged Company on the record date in respect of every Ten (10) Equity Shares of the face value of Re.1/- each fully paid-up held by him / her / it in the Demerged Company One (1) new Equity share of the Resulting Company of the face value of Rs.10.00/- each fully paid up.
Listing: Equity Shares of the Resulting Company issued in terms of the Scheme shall pursuant to the circular SEBI/HO/CFD/DIL1/CIR/P/2020/49 dated December 22, 2020 and SEBI/HO/DIL1/CIR/2021/0000000665 dated November 23, 2021 issued by Securities and Exchange Board of India (SEBI) and in accordance with compliance with requisite formalities under applicable laws, be listed and / or admitted to trading on the Stock Exchanges where the existing equity shares of the Demerged Company are listed and / or admitted to trading in accordance with the compliance with requite formalities under applicable laws and the Demerged company and the Resulting Company shall enter into such agreement / arrangement and give confirmations and / or undertakings as may be necessary in accordance with the applicable laws or regulations for complying with the formalities of the said Stock Exchange.

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PRICE BAND, MINIMUM BID LOT & INDICATIVE TIMELINES

Price Band* Minimum Bid Lot Size Bid / Offer Open On Not Applicable, since this Abridged Bid / Closes Open On Prospectus is prepared in relation to the Finalisation of Basis of Allotment Scheme Initiation of Refunds Credit of Equity Shares to Demat accounts of Allottees Commencement of trading of Equity Shares

For details of price band and basis of offer price, please refer to price band advertisement and page xx of RHP- Not applicable*

DETAILS OF WACA OF ALL SHARES TRANSACTED OVER THE TRAILING EIGHTEEN MONTHS FROM THE DATE OF RHP- NOT APPLICABLE

Period	Weighted Average Cost of Acquisition (in Rs.)	Upper End of the Price Band is 'X' times the WACA	Range of acquisition price Lowest Price- Highest Price (in Rs.)
Trailing Eighteen Months from the date of RHP	Not Applicable

WACA: Weighted Average Cost of Acquisition shall be calculated on fully diluted basis for the trailing eighteen months from the date of RHP

RISKS IN RELATION TO THE FIRST OFFER

NOT APPLICABLE

GENERAL RISKS

Investment in Equity & Equity-related securities involved a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of the Issuer and this Issue, including the risks involved.

The Equity Shares have not been recommended or approved by the Securities and Exchange Board of India (“ SEBI ”), nor does, SEBI guarantee the accuracy or adequacy of the contents of the Scheme of Amalgamation or Abridged Prospectus. - Not applicable as the offer is not for the public at large.

Specified attention of the investors is invited to the sections titled “Scheme of Arrangement Details and Listing” and “Internal Risk Factors” of this Abridged Prospectus.

PROCEDURE/ INDICATIVE TIMELINE

This Abridged Prospectus should not be deemed to be an offer to the public. The Scheme requires approval of the National Company Law Tribunal, Mumbai bench, and no exact time frame can be given when the Scheme will become effective. However, the Appointed date for the Scheme is April 01, 2021, or such other date as may be determined by the Board of Directors of both the Parties.

PRICE INFORMATION OF MERCHANT BANKER’s

+/- % change in closing price, (+/- % change in closing benchmark) - Name of Merchant Issue Name 30[th] calendar days 90[th] calendar days 180[th] calendar days Banker from listing from listing from listing Not Applicable since the proposed issue is not to public shareholders but to the shareholders of the Demerged Company pursuant to the Scheme.

NAME OF THE MERCHANT BANKER

Kunvarji Finstock Private Limited

Block B, First Floor, Siddhi Vinayak Towers, Off S.G. Highway Road, Mouje Makarba, Ahmedabad- 380051 CIN : U65910GJ1986PTC008979

Contact Person : Mr. Niraj Thakkar Contact Number: +91 79 6666 9000 Fax Number : +91 79 2970 2196 Email Address : [email protected] SEBI Reg. No. : MB/INM000012564

NAME OF SYNDICATE MEMBERS – NOT APPLICABLE

DETAILS OF THE MARKET MAKER– NOT APPLICABLE

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DETAILS OF THE REGISTRAR OF THE COMPANY – NOT APPLICABLE

STATUTORY AUDITOR DETAILS

M/s. S K Patodia & Associates

Sunil Patodia Tower, Shree Shakambhari Corporate Park, J. 8. Nagar, Andheri (E), Mumbai – 400099, Maharashtra, India Contact Number: +91-22-6707 9444 Email Address: [email protected]

Firm Registration Number: 112723W

CREDIT RATING AGENCY – NOT APPLICABLE

DEBENTURE TRUSTEE – NOT APPLICABLE

SELF-CERTIFIED SYNDICATE BANKS – NOT APPLICABLE

NON-SYNDICATE REGISTERED BROKERS – NOT APPLICABLE

REGISTRAR TO ISSUE AND SHARE TRANSFER AGENTS, DEPOSITORY PARTICIPANTS AND STOCK BROKERS WHO CAN ACCEPT APPLICATION FROM INVESTOR – NOT APPLICABLE

PROMOTER OF OUR COMPANY

		PROMOTER OF OUR COMPANY
Name of the Promoters	Individual/ Corporate	Object of the Corporate Promoter
Vakrangee Limited	Corporate	Vakrangee has been One of India’s largest e-Governance player functioning as a systems integrator and end-to-end service provider for various e-Governance projects. The Company has an experience of over two decades in delivering systems integration and other IT/ITES services for India’s e-Governance plan. It has a strong track record of implementing various timebound Mission Mode Projects (MMPs) under the government’s National e-Governance Plan. Some of these MMPs are: computerisation of Election Commission, UIDAI Aadhaar Enrolment services, Ministry of Corporate Affairs Project (MCA21), Rashtriya Swasthya Bima Yojana (RSBY), Common Service Centres (CSC), smart-card based Public Distribution System (PDS), computerisation of registration department in Maharashtra, and passport Services, among others. Over the years, the Company has evolved into a technology-enabled company focussed around building India’s largest network of last-mile physical retail outlets to deliver services to the unserved and the underserved rural, semi-urban and urban population of the country. The Company currently has two Business divisions which are as follows – a) Vakrangee Kendra Business b) E-Governance & IT/ITES Business

BUSINESS OVERVIEW AND STRATEGY

Company Overview: VLEG&ITS is a wholly owned subsidiary of Vakrangee. VLEG&ITS was incorporated as a Private Limited Company under the Companies Act, 2013, on March 18, 2016 in the name of Vakrangee Logistics Private Limited in the State of Maharashtra. The name of the Company was changed to VL E-Governance & IT Solutions Private Limited and obtained a fresh certificate of incorporation dated October 22, 2021, consequent on the change of name from the Registrar of Companies, Maharashtra, Mumbai. The name of the Resulting Company was further changed to VL E-Governance & IT Solutions Limited and obtained a fresh certificate of incorporation dated November 01, 2021 consequent to change of name from the Registrar of Companies, Maharashtra, Mumbai.

Product / Service Offering: The Company is engaged in providing last mile delivery services of parcels on behalf of ecommerce entities and courier booking services.

Revenue segmentation by product / service offering: The Company recognizes the income for last mile delivery upon delivery of shipment to end customer or in case of reverse pick-up upon the pick-up of the shipment from the end customer. The Company recognizes the income or commission income from courier services upon pick up of parcels by courier companies. However, there is no revenue earned on operations by the Company.

Geographies Served: The Company serves in Local, State and National markets only and hence there are no exports.

Revenue segmentation by geographies: Not Applicable, since no revenue has been earned vide operations of the Company. The Company earns other income vide interest income on bank deposits and miscellaneous income.

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Key Performance Indicators:

The key performance indicator as per the audited financial statement for the Financial Year ending March 31, 2022, of the Company is set out below:

Particulars	Amount
Revenue from operations	Nil
Other Income	Rs.20,08,070.00/-

Client Profile or Industries Served: The Company is engaged in providing last mile delivery services of parcels on behalf of ecommerce entities and courier booking services.

Revenue segmentation in terms of top 5/10 clients or Industries: Not Applicable, since no revenue has been generated through operations of the Company. The Company earns other income vide interest income on bank deposits and miscellaneous income

Intellectual Property, if any: Nil

Market Share: Not Applicable

Manufacturing plant, if any: Nil

Employee Strength: 1

					BOARD OF	DIRECTORS
	Sr. No.	Name	DIN	Designation	Address	Qualification	Experience	Other Directorship held
	1.	Dinesh Birdhilal Nandwana	00062532	Director	2502, Tivoli Co. Op. Housing Society Ltd, Central Avenue Road, Hiranandani Gardens, Powai, Mumbai – 400076, Maharashtra, India	Chartered Accountant	Mr. Dinesh Nandwana holds a Chartered Accountant degree from the Institute of Chartered Accountants of India. He has over 30 years of business experience. He was the key person in driving the business of the Company since its inception. He is fully committed and will continue to play an active role in the Business strategy and operations. His vast experience is backed by astute and dynamistic leadership qualities.	Vakrangee Limited, Vakrangee Technologies Limited, Vakrangee Holdings Private Limited, Vakrangee Shares & Stock Brokers Private Limited,, NJD Capital Private Limited, Vakrangee Finserve Limited, Vakrangee Multi Commodities Private Limited and NJD Lacteus and Hortus Limited

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2.	Jitendra Hemant Jog	Jitendra Hemant Jog	01905267	Director	901/A, Greenwoods Society, M.V.Road, Near Gurunank Petrol Pump, Chakala, M.I.D.C., Andheri (East), Mumbai – 400093, Maharashtra, India	901/A, Greenwoods Society, M.V.Road, Near Gurunank Petrol Pump, Chakala, M.I.D.C., Andheri (East), Mumbai – 400093, Maharashtra, India	Diploma in Computer Programming.	Diploma in Computer Programming.	He is a result oriented professional with over 20 years of wide and varied experience in the areas of Business Development, Operations Management, General Management and Client Servicing in the logistics and services industry. His specialization lies in Operations Management, Channel Development, Vendor Management, Human Resource Management, Business Administration	He is a result oriented professional with over 20 years of wide and varied experience in the areas of Business Development, Operations Management, General Management and Client Servicing in the logistics and services industry. His specialization lies in Operations Management, Channel Development, Vendor Management, Human Resource Management, Business Administration	He is a result oriented professional with over 20 years of wide and varied experience in the areas of Business Development, Operations Management, General Management and Client Servicing in the logistics and services industry. His specialization lies in Operations Management, Channel Development, Vendor Management, Human Resource Management, Business Administration	For Sure Ecommerce Private Limited
3.	Amit Keval Sabarwal		06478938	Director	107 / 108, Shivam Apts, Nr. Regal Shoes, J. P. Road, 7 Bunglow, Andheri- (West) Mumbai – 400058, Maharashtra India		B.E. PGDM (Finance)		He is a finance professional with considerable experience in the field of Investor Relations, Strategy, Corporate Communications, Investment Research, and Investment Banking. Prior to Vakrangee, he was the CEO and Director at Dickenson Seagull IR, a respected capital markets communication company. Here he advised several mid-cap companies for their Investor Relations and fund raising requirements. Through his career, he has participated in over 300+ global and domestic Investor Roadshows. He has also been nominated among the best Investor Relations Officer (IROs) in India by Bloomberg.			Vakrangee Digital Ventures Limited, Dickenson Investor Relations Events Private Limited, Dickenson Seagull IR Solutions Private Limited and Eighty eight Pictures Media and Entertainment Private Limited

					OBJECT OF THE ISSUE
Details of means of finance – Not applicable The fund requirements for each of the objects of the Issue are stated as follows:
Sr. No.		Objects of the Issue		Total estimated cost		Amount Deployed till date		Amount to be financed through Net Proceeds			Estimated Net Proceeds Utilization
Not Applicable
DETAILS AND REASONS FOR NON-DEPLOYMENT OR DELAY IN DEPLOYMENT OF PROCEEDS OR CHANGES IN UTILIZATION OF ISSUE PROCEEDS OF PAST PUBLIC ISSUES / RIGHTS ISSUE, IF ANY, OF THE COMPANY IN THE PRECEDING 10 YEARS – NOT APPLICABLE
NAME OF MONITORING AGENCY, IF ANY – NOT APPLICABLE
TERMS OF ISSUANCE OF CONVERTIBLE SECURITY, IF ANY– NOT APPLICABLE
Convertible securities being offered by the Company										Not Applicable
Face Value / Issue Price per Convertible securities
Issue Size
Interest on Convertible Securities

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Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD

SHAREHOLDING PATTERN PRE-SCHEME	SHAREHOLDING PATTERN PRE-SCHEME	SHAREHOLDING PATTERN PRE-SCHEME
Sr. No.	Particulars	Number of equity shares of face value of Rs.10.00/- per equity share	% of equity shareholding
1.	Promoters	1,20,00,000*	100.00%
2.	Public	--	--
Total		1,20,00,000*	100.00%

*Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee

SHAREHOLDING PATTERN POST SCHEME

Sr. No.	Particulars	Number of equity shares of face value of Rs.10.00/- per equity share	% of equity shareholding
1.	Promoters	4,51,35,316	42.60%
2.	Public	6,08,14,663	57.40%
Total		10,59,49,979	100.00%

NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANYNOT APPLICABLE

Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*	Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*	Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*	Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*	Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*	Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*	Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*	Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*	Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*	Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*	Conversion Period of Convertible Securities Conversion Price for Convertible Securities Conversion Date for Convertible Securities Details of Security created for CCD SHAREHOLDING PATTERN PRE-SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 1,20,00,000 100.00% 2. Public -- -- Total 1,20,00,000 100.00% Includes 6 nominees of Vakrangee holding 1 equity share on behalf of Vakrangee SHAREHOLDING PATTERN POST SCHEME Sr. No. Particulars Number of equity shares of face value of Rs.10.00/- per equity share % of equity shareholding 1. Promoters 4,51,35,316 42.60% 2. Public 6,08,14,663 57.40% Total 10,59,49,979 100.00% NUMBER / AMOUNT OF EQUITY SHARES PROPOSED TO BE SOLD BY SELLING SHAREHOLDERS, IF ANY- NOT APPLICABLE*
AUDITED FINANCIALS
Particulars				For the Financial Year ending March 31 (in Rs.)
				2022			2021		2020
Revenue from Operations				--			--		2,06,300.00/-
Other Income				20,08,070.00/-			3,01,390.00/-		4,17,550.00/-
Total Income				20,08,070.00/-			3,01,390.00/-		6,23,580.00/-
Net Profit/ (Loss) before tax and extraordinary items				17,74,470.00/-			(47,830.00/-)		4,07,500.00/-
Net Profit / (Loss) after tax and extraordinary items				17,64,580.00/-			(21,800.00/-).		4,29,500.00/-
Equity Share Capital				12,00,00,000.00/-			12,00,00,000.00/-		12,00,00,000.00/-
Reserves and Surplus				(2,76,94,220.00/-)			(2,94,58,790.00/-)		(2,94,36,990.00/-)
Net-worth				9,23,05,780.00/-			9,05,41,210.00/-		9,05,63,010.00/-
Basic earnings per equity share				0.147/-			(0.002/-)		0.036/-
Diluted earnings per equity share				0.147/-			(0.002/-)		0.036/-
Return on net-worth				1.91%			(0.02)%		0.47%
Net asset value per equity share				7.69/-			7.55/-		7.55/-
INTERNAL RISK FACTORS
The below-mentioned risks are the top 5 risk factors: 1. The Scheme for Demerger is subject to the conditions / approvals as envisaged under the Scheme and any failure to receive such approvals will result in non-implementation of the Scheme and may adversely affect the shareholders. 2. The Company is presently an unlisted Company, and its securities are presently not available for trading on any stock exchange. 3. In accordance with the Indian laws, permission for listing and trading of Equity Shares will not be granted until after certain actions have been completed in relation to the issue and allotment of equity shares pursuant to the Scheme. We cannot assure you that we will be able to list the equity shares within the specified time frame.
	SUMMARY OF OUTSTANDING LITIGATIONS, CLAIMS AND REGULATORY ACTION

1.	Total number of outstanding litigations against the company and amount involved									Aggregate amount involved
	Name of Entity	Criminal Proceedings	Tax Proceedings		Statutory or Regulatory Proceedings	Disciplinary actions by the SEBI or Stock		Material Civil Litigations		Aggregate amount involved

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Exchanges against our Promoter Company By the Company Nil Against the Company Directors By the Directors Nil Against the Directors Promoter By the Promoter Nil Against the Promoter 2. Brief details of top 5 material outstanding litigations against the company and amount involved – Nil 3. Regulatory Action, if any - disciplinary action taken by SEBI or stock exchanges against the Promoters in last 5 financial years including outstanding action, if any (200 - 300 word limit in total) – Nil 4. Brief details of outstanding criminal proceedings against Promoters (200 - 300-word limit in total) – Nil ANY OTHER IMPORTANT INFORMATION AS PER MERCHANT BANKER / ISSUER COMPANY Nil DECLARATION BY THE COMPANY We hereby declare that all relevant provisions of the, the Companies Act, 2013 and the guidelines/regulations issued by the Government of India or the guidelines/regulations issued by the Securities and Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may he have been complied with and no statement made in the Abridged Prospectus is contrary to the provisions of the, the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made or guidelines or regulation issued there under, as the case may be. We further certify that all statements in the Abridged Prospectus are true and correct. For VL E-Governance & IT Solutions Limited (Formerly known as Vakrangee Logistics Private Limited) Sd/Dinesh Birdhilal Nandwana, Director Place: Mumbai Date: November 22, 2022

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AI assistant

Vakrangee Limited — Proxy Solicitation & Information Statement 2023

59251_rns_2023-01-30_cb719131-2152-49d9-a5f3-1e918f512b8c.pdf

For Vakrangee Limited

NOTICE OF UNSECURED CREDITORS

VAKRANGEE LIMITED

MEETING OF THE UNSECURED CREDITORS OF

VAKRANGEE LIMITED

MEETING:

INDEX

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH V, MUMBAI COMPANY SCHEME APPLICATION NO. CA(CAA)NO. 71 of 2022

IN THE MATTER OF THE COMPANIES ACT, 2013 (18 of 2013)

FORM NO. CAA. 2

NOTICE CONVENING THE MEETING OF THE UNSECURED CREDITORS OF THE APPLICANT COMPANY

To,

All the Unsecured Creditors of Vakrangee Limited (“ VL ” or the "Applicant Company"):

Notes:

ANNEXURE-A

THE INSTRUCTIONS FOR UNSECURED CREDITORS FOR REMOTE E-VOTING ARE AS UNDER: -

INSTRUCTIONS FOR UNSECURED CREDITORS ATTENDING THE MEETING THROUGH VC/OAVM ARE AS UNDER:

INSTRUCTIONS FOR UNSECURED CREDITORS FOR E-VOTING DURING THE MEETING ARE AS UNDER: -

BEFORE THE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH V, MUMBAI COMPANY SCHEME APPLICATION NO. CA(CAA)NO. 71 of 2022

IN THE MATTER OF THE COMPANIES ACT, 2013 (18 of 2013)

EXPLANATORY STATEMENT UNDER SECTIONS 230(3), 232(1) AND (2)AND 102 OF THE COMPANIES ACT, 2013 READ WITH RULE 6 OF THE COMPANIES COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES. 2016

Particulars of Vakrangee Limited (VL)

Particulars of VL E-Governance & IT Solutions Limited (VL E-GOV)

Description and Objective of the Scheme

Major Developments / Actions post announcement of the Scheme

Corporate Approvals

Approvals and actions taken in relation to the Scheme

Salient extracts of the Scheme

1. APPOINTED DATE AND DATE OF TAKING EFFECT

2. SHARE CAPITAL

a. DEMERGED COMPANY:

b. RESULTING COMPANY

PART II – DEMERGER

SECTION 1- TRANSFER AND VESTING OF THE DEMERGED UNDERTAKING

3. TRANSFER OF ASSETS

4. CONTRACTS, DEEDS, ETC.

5. TRANSFER OF LIABILITIES

6. EMPLOYEES

6.5 Employee Stock Benefits

7. LEGAL, TAXATION AND OTHER PROCEEDINGS

SECTION 3 - REMAINING BUSINESS

8.4 With effect from the Appointed Date and up to and including the Effective Date :

SECTION 4 – CONSIDERATION

SECTION 5 – REDUCTION OF SHARE CAPITAL OF THE RESULTING COMPANY

SECTION 5 - GENERAL TERMS AND CONDITIONS

ACCOUNTING TREATMENT

10 ACCOUNTING TREATMENT IN THE BOOKS OF THE DEMERGED COMPANY (VL)

11. ACCOUNTING TREATMENT IN THE BOOKS OF THE RESULTING COMPANY (VL E- GOV)

12. TAXES

13. SCHEME CONDITIONAL ON

PART III – OTHER TERMS & CONDITIONS

15. INCREASE IN THE AUTHORISED SHARE CAPITAL OF VL E-GOVERNANCE & - IT SOLUTIONS LIMITED (VL E GOV) CONSEQUENT ALTERATIONS IN THE MEMORANDUM OF ASSOCIATION

Clause V: - Memorandum of Association .

16. APPLICATION TO NATIONAL COMPANY LAW TRIBUNAL

17. MODIFICATIONS OF SCHEME

18 NON- RECEIPT OF APPROVALS AND REVOCATION/WITHDRAWAL OF THIS SCHEME

19. SEVERABILITY

20. COSTS

Other matters

49. The details of the Directors of VL as on 13[th] January 2023 are as follows:

PRE-ARRANGEMENT

POST ARRANGEMENT

PRE-ARRANGEMENT

POST ARRANGEMENT

SCHEME OF ARRANGEMENT

FOR DEMERGER

AND

VL E-GOVERNANCE & IT SOLUTIONS LIMITED (‘VL E-GOV’) RESULTING COMPANY

AND

THEIR RESPECTIVE SHAREHOLDERS

A) PREAMBLE

B) DISCRIPTION OF THE DEMERGED COMPANY AND RESULTING COMPANY

1. Vakrangee Limited (‘VL’)

2. VL E-Governance & IT Solutions Limited : - (VL E-GOV)

C) RATIONALE AND OBJECT OF THE SCHEME

• Vakrangee Kendra Business:

Vakrangee is having an another vertical i.e. E- Governance & IT/ITES Business;

Vakrangee Limited Proxy Solicitation & Information Statement 2023