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VXL Instruments Limited No.1783, Sector 1, Phoenix House, 19[th] Main, HSR Layout, Bengaluru-560 102 Website: www.vxl.net E-mail: [email protected] CIN: L85110 MH1986 PLC 272426

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ISO 9001: 2015 10008316 QM 15 ISO 14001: 2015 10008316 UM

To Date: 22.08.2023 Department of Corporate Services BSE Limited 25[th] Floor, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai- 400 001

Dear Sirs,

SUB: Copy of Annual Report.

Ref: Scrip Code-517399

Pursuant to the provisions of Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the copy of Annual Report along with the notice of Thirty Seventh (37[th] ) Annual General Meeting of the Company to be held at 3.00 PM on Thursday, the 14[th] day of September, 2023 through Video Conference (VC) or Other Audio-Visual Means (OAVM) as per the Companies Act, 2013.

Please take the documents on record and kindly treat this as compliance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Thanking you

Yours faithfully

SACHI Digitally signed by SACHI SHRIKUMAR SHRIKUMAR LAKHOTIA LAKHOTIA Date: 2023.08.22 16:29:39 +05'30'

Sachi Shrikumar Lakhotia Company Secretary and Compliance Officer Membership No.: A71563

_____________

Registered and Corporate Office: Unit No. 252, 5[th] Floor, Building No. 2, Solitaire Corporate Park, Chakala Andheri Kurla road, Andheri East, MUMBAI – 400093. Tel : 022 - 28245210

37[th] 2022 - 2023

VXL Instruments Limited

BOARD OF DIRECTORS

Mrs. Shruti Bhuwania

Ms. Anita Jaiswal

Ms. Hema Thakur Kiran

Whole Time Director Non-Executive Director Independent Director Independent Director

Mr. Mahesh Kumar K V

Company Secretary & Compliance Officer

AUDIT COMMITTEE

Ms. Hema Thakur Kiran Ms. Anita Jaiswal Mr. Vittal Mangalore Shetty

Chairperson Member Member

STATUTORY AUDITORS

Messrs YCRJ & Associates Chartered Accountants Bengaluru

INTERNAL AUDITORS

NOMINATION AND REMUNERATION COMMITTEE

Ms. Hema Thakur Kiran Chairperson Ms. Anita Jaiswal Member Mrs. Shruti Bhuwania Member

Messrs Ishwar & Gopal Chartered Accountants Bengaluru

STAKEHOLDERS' RELATIONSHIP COMMITTEE

Ms. Hema Thakur Kiran Chairperson Ms. Anita Jaiswal Member Mr. Vittal Mangalore Shetty Member

SECRETARIAL AUDITORS

Mr. Vijayakrishna K T Practising Company Secretary Bengaluru

BANKERS

Bank of Baroda HDFC Bank Ltd. State Bank of India

REGISTERED & CORPORATE OFFICE

252, 5th Floor, Building No.2, Solitaire Corporate Park, Chakala Andheri (East) Mumbai – 400 093 Tel: 91 22 2824 5210 / Fax: 91 22 4287 2197 Website: www.vxl.net CIN: L85110MH1986PLC272426 E-mail: [email protected]

REGISTRARS AND SHARE TRANSFER AGENTS

Bigshare Services Private Limited Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre Mahakali Caves Road, Andheri (East) Mumbai 400 093

Tel.: 022-62638200 Fax. : 022-62638299

WORKS

"74/C" Electronics City, Hosur Road Bengaluru - 560 100 Tel : 91-80-2852 3258/2852 3257 Website: www.vxl.net CIN: L85110MH1986PLC272426 E-mail: [email protected]

37th Annual Report 2022 - 2023

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|Page No.|
|Notice………………………………………………………........……................|4|
|Board's Report.................................................................…………............|14|
|Secretarial Audit Report..............................................……........................|26|
|Report on Corporate Governance……………………………..…….............|33|
|Certificate by CEO & CFO ........................................................................|46|
|Practising Company Secretary's Report on Compliance of Corporate Governance|48|
|Auditors’ Report…………………………………………………….......…........|49|
|Balance Sheet………………………………………………………..............…|59|
|Statement of Profit and Loss…………………………………………….....…|61|
|Statement of Cash Flow…………………………………………................…|63|
|Notes to Financial Statements....................................................................|68|
|Notes on Accounts & Significant Accounting Policies.................................|80|
|Information for the benefit of investors........................................................|100|

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THIRTY SEVENTH ANNUAL GENERAL MEETING

on Thursday, 14 September, 2023

VXL Instruments Limited

VXL INSTRUMENTS LIMITED CIN: L85110MH1986PLC272426 Registered Office: 252, 5th Floor, Building No. 2, Solitaire Corporate Park Chakala, Andheri (East), Mumbai – 400 093 Phone: +91 22 28245210 Fax: +91 22 42872197 E-mail: [email protected] Website: www.vxl.net

NOTICE

Notice is hereby given that the Thirty Seventh (37th) Annual General Meeting (AGM) of the Members of the Company will be held at 03.00 p.m, on Thursday the 14th September, 2023 through Video Conferencing (“VC”) / Other Audio Visual Means (“OAVM”) in conformity with the regulatory provisions and the Circulars issued by the Ministry of Corporate Affairs, Government of India, to transact the following business:

ORDINARY BUSINESS:

To receive, consider and adopt the Audited Financial Statements as at 31st March, 2023, together with Independent Auditors' Report and the Board's Report including Secretarial Audit Report thereon.
To appoint a Director in place of Mr. M V Shetty (DIN: 00515711) Whole time Director, who retires by rotation and being eligible, offers herself for re-appointment.

Date: 10.08.2023 Place: Bangalore

By Order of the Board For VXL Instruments Limited Sachi Shrikumar Lakhotia Membership No.: A71563 Company Secretary & Compliance Officer Address: 405 Shriniwas Heights, Near SBI Treasury Branch, Basant Bihar Road, Shahupuri, Kolhapur - 416003

37th Annual Report 2022 - 2023

Notes:

General Circular No. 14/2020 dated April 8, 2020, General Circular No. 17/2020 dated April 13, 2020, General Circular No. 20/2020 dated May 5, 2020, General Circular No. 02/2021 dated January 13, 2021 and General Circular No. 02/2022 dated May 5, 2022 (collectively “MCA Circulars”), permitted companies to conduct Annual General Meeting (AGM) through video conferencing or other audio visual means (VC) till December 31, 2022, subject to compliance with various conditions mentioned therein. Similarly, SEBI vide Circular No. 79 dated May 12, 2020, Circular No. 11 dated January 15, 2021 and Circular No. 62 dated May 13, 2022 granted certain relaxations pertaining to dispatch of hard copies of Annual Reports and Proxy Forms to listed entities who conduct their AGM through electronic mode till December 31, 2022. Further, MCA vide General Circular No. 10/2022 dated December 28, 2022, extended the option to conduct the AGM through VC till September 30, 2023. Similarly, SEBI vide Circular No. 4 dated January 5, 2023 extended the relaxations pertaining to dispatch of hard copies of Annual Reports and Proxy Forms to listed entities who conduct their AGM through electronic mode till September 30, 2023 subject to certain conditions. In compliance with the MCA Circulars, SEBI Circulars and applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the 37th AGM of your Company is being convened and conducted through VC.
The Company has facilitated the members to participate in the 37th AGM through VC facility provided by Central Depository Services Limited (CDSL). The instructions for participation by members are given in the subsequent paragraphs. Participation in AGM through VC shall be allowed on a first-come-first-served basis.
As per MCA Circulars, members attending the 37th AGM through VC will be reckoned for the purpose of quorum as per Section 103 of the Companies Act, 2013.
For exercising the votes by the members by electronic means, the Company has provided the facility of remote e-voting as well as e-voting during the AGM. The procedure for using the remote e-voting facility as well as e-voting during the AGM is given in the subsequent paragraphs.
Members joining the AGM through VC shall be permitted to exercise their right to vote using the e-voting facility at the AGM, provided they have not cast their votes using remote e-voting facility. The members who have already cast their votes prior to AGM using the remote e-voting facility may also join the AGM though VC; but shall not be entitled to cast their votes again at the AGM.
As per the Companies Act, 2013, a member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and such proxy need not be a member of the Company. Since 37th AGM is being held through VC as per MCA Circulars and SEBI Circulars, physical attendance of the members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for the 37th AGM and hence the Proxy Form and Attendance Slip are not annexed to this notice. Similarly, as this AGM is being held through VC, the route map is not annexed to this notice.
Corporate members may authorize their representatives for casting the votes using remote e-voting facility or for participation and voting in the AGM using VC. Institutional Investors are encouraged to attend and vote at the AGM through VC.
In line with MCA Circulars and SEBI Circulars, the Annual Report for the Financial Year 2022-23 along with Notice of 37th AGM of the Company inter-alia indicating the process and manner of e-voting are being sent only by electronic mode to those members whose email IDs are registered with the Company/Depository Participant(s) for communication.

Members may note that the aforesaid documents may also be downloaded from the Company's website under the Investor-Annual Results section at https://www.vxl.net/investors/annual-result or from the website of BSE Limited at www.bseindia.com.

VXL Instruments Limited

In line with MCA Circulars, the Company has enabled a process for the limited purpose of receiving the AGM Notice and Annual Report (including remote e-voting instructions) electronically. To support the 'Green Initiative', the Members who have not registered their e-mail address are requested to register the same with Registrar and Share Transfer Agent: Bigshare Services Private Limited.

The Register of Directors and Key Managerial Personnel and their shareholding, and the Register of Contracts or Arrangements in which the directors are interested, maintained as per the Companies Act, 2013 will be available for electronic inspection by the members during the AGM. All the documents referred to in the Notice will also be available for electronic inspection by the members without any fee from the date of circulation of this notice up to the date of AGM. Members seeking to inspect such documents may send an email to [email protected].
[email protected] on or before 07.09.2023. This would enable the Company to compile the information and provide replies at the meeting.
The Register of Members and the Share Transfer books of the Company will remain closed from 08.09.2023 to 14.09.2023 (both days inclusive).
The Shares of the Company are compulsorily traded in dematerialized form as per the directions of the Stock Exchange. Accordingly, members who have not opted for dematerialization of shares are once again reminded to take steps to dematerialize their holdings. Further, the members may note that as per SEBI (LODR) (Fourth Amendment) Regulations, 2018, with effect from April 1, 2019, except in case of transmission or transposition of securities, no transfer of securities shall be processed unless the securities are held in the dematerialized form. Accordingly, shareholders holding equity shares in physical form are urged to get their shares dematerialized so that they will be able to transfer them freely and participate in corporate actions.
Members holding the shares in physical form are requested to communicate the changes, if any, in their addresses, bank account details and other necessary details to the Company's Registrar and Share Transfer Agent, Bigshare Services Private Limited, Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093. Members holding the shares in dematerialized form are requested to communicate such changes to the concerned Depository Participant.
Members who are yet to register their e-mail address/Mobile No. are requested to register the same with the Depository through their Depository Participants in respect of shares held in dematerialized form. Members holding the shares in physical form may register their e-mail address/Mobile No. by writing to the Company's Registrar and Share Transfer Agent.
Non-resident Indian shareholders are requested to immediately inform the Company or its Registrar and Share Transfer Agent or the concerned Depository Participant, as the case may be, about the following matters: the change in residential status on return to India for permanent settlement, and the particulars of the NRE account with a bank in India, if not furnished earlier.
Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding Shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding Shares in physical form may submit their PAN details to the Company's Registrar and Share Transfer Agents or the Company.

37th Annual Report 2022 - 2023

17. Procedure for e-voting and joining AGM through VC:

In compliance with the provisions of Section 108 and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the Listing Regulations, the Company is providing the facility of remote e-voting to its Members in respect of the business to be transacted at the 37th AGM. For this purpose, the Company has entered into an agreement with Central Depository Services (India) Limited (CDSL) for facilitating voting through electronic means, as the authorized e-voting agency. The facility to cast the votes by the members using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL.

The voting period begins on Monday 11.09.2023 (9.00 AM IST) and ends on Wednesday 13.09.2023 (5.00 PM IST). During this period, Members of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (Record date) of 07.09.2023 may cast their votes electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

dated December 9, 2020, intended to enable e-voting to all the demat account holders by way of a single login credential, through their Demat accounts/ websites of Depositories/ Depository Participants. Demat account holders should be permitted to cast their votes without having to register again with the e-voting service providers, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

As required by this Circular, Individual shareholders holding securities in demat mode are allowed to vote through their demat accounts maintained with Depositories and Depository Participants. Hence, members are advised to update their mobile numbers and email Ids in their respective demat accounts to access e-voting facility.

The detailed e-voting procedure is as under:

(a) Pursuant to above said SEBI Circular, login procedure for e-voting and joining virtual meetings for Individual share holders holding securities in demat mode is given below:

Shareholder Type		Login Method
Individual Shareholders holding securities in Demat mode with CDSL		Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-voting page without any further authentication. The URL for users to login to Easi / Easiest are or https://web.cdslindia.com/myeasi/home/login and click on Login icon and select New System Myeasi. www.cdslindia.com After successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by Company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting the vote during the remote e-voting period or joining virtual meeting & voting during the meeting. Additionally, there will be links provided to access the system of all e-voting service providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit the e-voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at . https://web.cdslindia.com/myeasi/Registration/EasiRegistration

VXL Instruments Limited

Alternatively, the user may directly access e-voting page by providing Demat Account Number and PAN No. from a e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile & email as recorded in the demat account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all e-voting service providers.

Individual Shareholders holding securities in Demat mode with NSDL

Users who have already registered for NSDL IDeAS facility, may visit the e-Services website of NSDL i.e., https://eservices.nsdl.com either on a Personal Computer or on a mobile. On clicking on the ‘Beneficial Owner’ icon under ‘Login’ under ‘IDeAS’ section, a new screen will open. After successful authentication using the User ID and Password, user will be able to see e-voting services. Click on ‘Access to e-Voting’ under e-voting services will lead to e-voting page. Click on Company name or e-voting service provider name will redirect to e-voting service provider website for casting the vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

If the user has not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select ‘Register Online for IDeAS’portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp.

Alternatively, the user may visit the e-voting website of NSDL i.e., https://www.evoting.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e., your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on Company name or e-Voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in Demat mode) login through their Depository Participants

You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-voting facility. After successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on Company name or e-Voting service provider name will redirect to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting & voting during the meeting.

Important note : Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned websites.

37th Annual Report 2022 - 2023

For any technical issues related to login through Depository i.e., CDSL and NSDL, individual shareholders holding securities in Demat mode may access the helpdesk as under:

holding securities in Demat mode may access	the helpdesk as under:
Login type	Helpdesk details Members facing any technical issues in login may contact CDSL helpdesk by sending a request at or call at 022- 23058738 [email protected] and 022-23058542-43. Members facing any technical issues in login may contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 1800 1020 990 and 1800 22 44 30.
Individual Shareholders holding securities in Demat mode withCDSL
Individual Shareholders holding securities in demat mode withNSDL
The instructions for remote e-voting for Members (other than individual shareholders holding shares in Demat form) & physical shareholders are as under: (b) Click on “Shareholders” module. (ii) Now Enter your User ID a. For CDSL: 16 digits benefciary ID. b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID. c. (iii) Next enter the Image Verifcation as displayed and Click on Login. (vi) If you are holding shares in Demat form and had logged on to and voted on an www.evotingindia.com earlier voting of any Company, then your existing password is to be used. (v) Members holding shares in Physical Form should enter Folio Number registered with the Company. www.evotingindia.com

(b) The instructions for remote e-voting for Members (other than individual shareholders holding shares in Demat form) & physical shareholders are as under:
(vi)

	For shareholders holding shares in Demat Form (other than Individual shareholders) and in Physical Form
PAN	Enter your 10-digit alpha-numeric PAN issued by Income Tax Department (Applicable for both demat shareholders as well asphysical shareholders).
	Members who have not updated their PAN with the Company/Depository Participant are requested to use sequence number sent byCompany/RTA or contact Company/RTA.
Dividend Bank Details or Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded If both the details are not recorded with the depository or Company please enter the in your Demat account or in the Company records in order to login. member id / folio number in the Dividend Bank details feld as mentioned in instruction (iii) above.

After entering these details appropriately, click on “SUBMIT” tab.

(d) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in Demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the Demat account holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

VXL Instruments Limited

(e) For Members holding shares in physical form, the details can be used only for e-voting on the Resolutions contained in this Notice.
(f) Click on the EVSN relevant to 'VXL Instruments Limited' on which you choose to vote.
(g) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same, the option “YES/NO” is available 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.
(h) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
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.
(j) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
(k) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page. If a demat account holder has forgotten the login password, then enter the User ID and the image verification code and click on 'Forgot Password' and enter the details as prompted by the system.

Instructions for Members attending the AGM through VC are as under:

Members will be provided with a facility to attend the AGM through VC through the CDSL e-voting system. Members may access the same at www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC will be available in shareholder/members login where the EVSN of Company will be displayed.
(ii) The Members can join the AGM through VC mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following the procedure mentioned in this Notice. The facility of participation at the AGM through VC will be made available to at least 1000 members on first come first served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders' Relationship Committee, Auditors etc. who are allowed to attend the AGM without restriction on

(iii) System requirements for best VC experience:

Through any internet enabled device i.e., Laptop, Desktop, Smartphone or a Tablet may be used to join the meeting, members are encouraged to join the AGM through Laptop/Tablet for better experience. Laptop with at least Core2duo processor, 1GB RAM, good quality multimedia kit and latest version of Internet Browser are preferred. Members are requested to download the Cisco WebEx meeting tool in advance and enable the camera during the AGM.

Members connecting from Mobile Devices, Tablets or Laptop connected via Mobile Hotspot might experience Audio/Video loss due to fluctuations in their respective networks. To mitigate any such glitches, it is recommended to use stable Wi-Fi or LAN connection (without proxy & firewall) with a speed of 2 Mbps or more.

(iv) Members who would like to ask questions or express their views at the AGM may register themselves as a speaker by sending a mail with their name, Demat account number/folio number, email id, mobile number to [email protected] on or before 07.09.2023. The Company reserves the right to limit the number of members asking the questions depending on the time availability at the AGM.
(v) Only those shareholders who have registered themselves as a speaker will be allowed to express their views/ask questions during the meeting.

37 Annual Report 2022 - 2023

Instructions for Members for e-voting during the AGM are as under: -

The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.
(ii) Only those members, who are present in the AGM through VC facility and have not cast 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 AGM.
(iii) If any votes are cast by the members through e-voting available during the AGM and if those members have not participated in the meeting through VC facility, then the votes cast by such members shall be considered invalid as the facility of e-voting during the meeting is available only to the members attending the meeting.
(vi) Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not be eligible to vote again at the AGM.

Note for Non – Individual Shareholders and Custodians:

Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login should be mailed to [email protected] and on approval of the accounts they would be able to cast their vote.
A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively, Non-Individual shareholders are required to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

Other instructions:

The voting rights of shareholders shall be in proportion to their Shares of the Paid-up Equity Share Capital of the Company as on the cut-off date of 07.09.2023.
(ii) The Board of Directors has appointed Mr. Sanjay Parab (Membership No. FCS 6613 & CP No-7093), Practising Company Secretary, as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.
(iii) The Scrutinizer will submit his report to the Chairman of the Meeting or to any other person authorized by the Company after the completion of the scrutiny of the e-voting (votes casted during the AGM and votes casted through remote e-voting), not later than 2 working days from the conclusion of the AGM. The result declared along with the Scrutinizer's Report shall be communicated to the Stock Exchange, CDSL and RTA and will also be displayed on the Company's website, https://www.vxl.net/investors/disclosures.

VXL Instruments Limited

Any person, who acquires shares of the Company and becomes Member of the Company after dispatch of the AGM Notice and holding shares as of the cut-off date i.e., 07.09.2023 may obtain the login ID and password by sending a request to [email protected] or by contacting the RTA, Bigshare Services Private Limited, Office No. S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai - 400093.

In case you have any queries or issues regarding e-voting, 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 call 1800225533.

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Manager, 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.

By Order of the Board

Sachi Shrikumar Lakhotia Membership No.: A71563 Company Secretary & Compliance Officer Address: 405 Shriniwas Heights, Near SBI Treasury Branch, Basant Bihar Road, Shahupuri, Kolhapur - 416003

37th Annual Report 2022 - 2023

ANNEXURE TO NOTICE

Information pertaining to Director seeking appointment and re-appointment at the AGM as required under Regulation 36(3) of the Listing Regulations and Secretarial Standards on General Meetings:

Particulars	Whole-Time Director
Name	Mr. M. V. Shetty
DIN	00515711
Date of Birth	07.03.1952
Date of Appointment	01.10.2010
Qualifcations	Master of Technologies
Expertise in specifc functional area	Thin Client Technology
Directorships held in other public Campanies (excluding foreign companies)	Nil
Membership/ Chairmanships of Committees of other public companies (included only Audit and Stakeholder' Relationship/ Investors Grievance Committee)	Nil
No. of Board Meetings attended during the year	4
No. of Shares held in the Company	Nil
Relationship with other Directors	Nil

By Order of the Board

Sachi Shrikumar Lakhotia Membership No.: A71563 Company Secretary & Compliance Officer Address: 405 Shriniwas Heights, Near SBI Treasury Branch, Basant Bihar Road, Shahupuri, Kolhapur - 416003

VXL Instruments Limited

BOARD’S REPORT

Your Directors have pleasure in presenting the 37th (Thirty Seventh) Annual Report and Audited Financial Statements for the financial year ended 31st March, 2023 together with the Independent Auditor's Report.

Statements for the fnancial year ended March, 2023 together with the In st 31	dependent Au	ditor's Report.
1. FINANCIAL RESULTS		(Rs. in Lakhs)
Particulars	2022-2023	2021-2022
Gross Income	917.07	1,357.28
Proft / (Loss) Before Interest and Depreciation	(178.93)	5.84
Finance Charges	15.01	17.37
Gross Proft	257.13	556.61
Provision for Depreciation	6.59	7.56
Proft (Loss) before exceptional and extraordinary items and tax	(200.54)	(19.09)
Exceptional Items	50.22	-
Provision for Tax	-	(9.42)
Net Proft (Loss) After Tax	(150.31)	(9.67)
Other Comprehensive Income	5.42	3.15
Total Comprehensive Income	(144.90)	(6.52)
Total Comprehensive Income Attributable to
a) Owners	-	-
b) Non - Controlling Interest	-	-
Earnings per Equity Share of Rs. 10/- each
Basic	(1.09)	(0.05)
Diluted	(1.09)	(0.05)
Proposed Dividend on Equity Shares	-	-
Tax on proposed Dividend	-	-

2. PERFORMANCE OF THE COMPANY:

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

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

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

37[th] Annual Report 2022 - 2023

FUTURE PROSPECTS

Company since the Company specializes in providing the end point solutions in the form of Thin clients. The Company is also looking at providing further value-added offerings to our existing customers.

3. RESERVES:

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

4. SHARE CAPITAL:

Capital structure remained as follows:

Authorized Share Capital–Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares of Rs. 10/- each. Issued Share Capital–Rs. 13,35,00,000/- divided into 1,33,50,000 Equity Shares of Rs. 10/- each.

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

Disclosure regarding issue of Employee Stock Options

Disclosure regarding issue of Sweat Equity Shares

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

the date of the Report, which affect the financial position of the Company.

6. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes after 31st March, 2023 till the date of signing of the Financial Statements.

7. CHANGE IN NATURE OF BUSINESS:

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

8. DIVIDEND:

enable the Board to recommend any Dividend. The Board regrets its inability to recommend any Dividend.

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

9. BOARD MEETINGS:

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

VXL Instruments Limited

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

The Board of Directors duly met Four (4) times during the financial year on 26th May 2022, 3rd August 2022, 14th November 2022, and 11th February 2023.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Composition of the Board and Key Managerial Personnel is as follows on 31.03.2023:

SI. No.	Name	Designation	DIN
1.	Mr. Vittal Mangalore Shetty	Whole Time Director	00515711
2.	Ms. Hema Thakur Kiran	Non Executive and Independent Director -	01363454
3.	Ms. Anita Jaiswal	Non Executive and Independent Director	08485642
4.	Mrs. Shruti Bhuwania	Non-Executive Director	06630867
5.	Mr. Mahesh Kumar K V	Chief Financial Ofcer	NA
6.	Mrs. Roopa Hegde	Company Secretary and Compliance Ofcer (upto 15.06.2022)	NA
7.	Mrs. Reshma M	Company Secretary and Compliance Ofcer (w.e.f 03.08.2022 and upto 12.05.2023)	NA

Changes in the Board Composition During the year:

There were no changes in the Board Composition during the year.

11. INDEPENDENT DIRECTORS:

the Companies (Creation and Maintenance of data bank of Independent Directors) Rules, 2019, Ms. Hema Thakur Kiran and Ms. Anita Jaiswal have registered their names in the data bank of Independent Directors maintained by Indian Institute of Corporate Affairs. Annual Declarations received from both of them for the year 2022-23 contain affirmations regarding registrations in the data bank.

independent directors appointed during the year as per provisions of Companies (Account) Rules, 2014.

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

(a) Performance of Directors and
the management.

fulfilled the independence criteria as specified in the Listing Regulations and their independence from the management.

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Companies Act, 2013, that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations ( Annexure I ).

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

37[th] Annual Report 2022 - 2023

12. COMMITTEES OF THE BOARD :

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

As on 31st March, 2023, the Committees comprised as follows:

AUDIT COMMITTEE:

AUDIT COMMITTEE:
a) Ms. Hema Thakur Kiran	- Chairperson
b) Ms. Anita Jaiswal	- Member
c) Mr. Vittal Mangalore Shetty	- Member
NOMINATION AND REMUNERATION COMMITTEE:
a) Ms. Hema Thakur Kiran	- Chairperson
b) Ms. Anita Jaiswal	- Member
c) Mrs. Shruti Bhuwania	- Member
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
a) Ms. Hema Thakur Kiran	- Chairperson
b) Ms. Anita Jaiswal	- Member
c) Mr. Vittal Mangalore Shetty	- Member

13. NOMINATION AND REMUNERATION POLICY:

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

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

14. RISK MANAGEMENT POLICY:

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

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

(10) of the Companies Act, 2013 and as per Regulation 4(2)(d)(iv) of the Listing Regulations which is available on website of the Company at http://www.vxl.net/percheditor/resources/vxlwhistleblowerpolicy.pdf and there were no cases reported during the period under review.

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

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

17. DIRECTORS' RESPONSIBILITY STATEMENT:

a) In the preparation of the Financial Statements, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

VXL Instruments Limited

in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the Financial Statements on a going concern basis;
financial controls are adequate and were operating effectively, and
f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

18. ANNUAL RETURN:

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

19. STATUTORY AUDITORS:

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

May, 2018, the Central Government notified the omission of the requirement related to ratification of appointment of Statutory Auditors by Members at every Annual General Meeting. Accordingly, the Resolution for ratification has not been placed before the Members.

QUALIFICATIONS IN THE AUDIT REPORT:

20. SECRETARIAL AUDIT REPORT:

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

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

(A) Conservation of energy:

Steps taken / impact on conservation of energy,	The Company's operations are not power intensive. Nevertheless, your Company has introduced various measures to conserve and minimize the use of energy wherever it ispossible.
(I) Steps taken by the Company for utilizing alternate sources of energy including waste generated	Nil
Capital investment on energy equipment conservation	Not Applicable
Total energy consumption and energy consumptio n per unit of production as per Form A	Not Applicable

37[th] Annual Report 2022 - 2023

(B) Technology absorption:

Eforts in brief, made towards technology absorption , adaptation and innovation	Nil
Benefts derived as a result of the above eforts, e.g. product improvement, cost reduction, product development, import substitution, etc.	Not Applicable
In case of imported technology (imported during the last 5 years reckoned from the beginning of the fnancial year), following information may be furnished:	Nil
Technologyimported	Not Applicable

Research and Development (R&D)

Research and Development (R&D)
the Company Specifc area in which R & D carried out by	Research & Development Expenditures in respect of Development of Thin Client Embedded Operating Systems
Benefts derived as a result of the above R & D	Not Applicable
Futureplan of action	Not Applicable
Expenditure on R & D
(a)Capital	Nil
(b)Recurring	Nil
(c)Total	Nil
(d) Total R & D expenditure as a percentage of total turnover	Nil

Foreign exchange earnings and Outgo

Foreign exchange earnings and Outgo
Activities relating to exports	Company is an Export Oriented Unit & focus mainly on Export.
Initiatives taken to increase exports	We are putting continuous eforts to increase Export and recapture of Export market.
Development of new export markets for products and services	Eforts are on to develop new Export market.
Export plans	Eforts are on to developnew Export market.
Total Foreign Exchange used(Cash basis)	st As on 31 March, 2023: Rs. 2,28,337/-
Total Foreign Exchange Earned (Accrual Basis)	st As on 31 March, 2023: Rs. 68,82,431/-

22. DEPOSITS:

Companies Act, 2013 and Companies (Acceptance of Deposits) Rules, 2014 and accordingly, there were no deposits which were due for repayment on or before 31st March, 2023.

VXL Instruments Limited

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company continued to maintain, high standards of internal control designed to provide adequate assurance on the efficiency of operations and security of its assets. The adequacy and effectiveness of the internal control across various activities, as well as compliance with laid-down systems and policies are comprehensively and frequently monitored by your Company's management at all levels of the organization. The Audit Committee, which meets at least four times a year, actively reviews internal control systems as well as financial disclosures with adequate participation, inputs from the Statutory, Internal and Corporate Secretarial Auditors.

procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

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

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

25. RELATED PARTY TRANSACTIONS (RPTs):

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

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

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

VXL Instruments continued to stand by the Company during tiring and tough times and your Board places its appreciation for these relentless efforts, untiring dedication and sense of belongingness exhibited by the employees at all levels. Your Company focuses on long term Human Resources planning aimed at managing change more efficiently, grooming internal talent for future roles and also driving efficiency within the Organization.

Certain cases relating to workmen, which were pending earlier have been resolved fully.

Industrial relations have been cordial and constructive, which have helped your Company to meet customers' demands.

27. DETAILS OF HOLDING COMPANY/SUBSIDIARIES/JV:

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

28. ANNUAL BOARD EVALUATION:

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

37[th] Annual Report 2022 - 2023

29. CORPORATE SOCIAL RESPONSIBILITY:

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

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

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

31. LISTING WITH STOCK EXCHANGE:

the Company's Shares are listed.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION

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

33. CAPITAL EXPENDITURE:

As on 31st March, 2023, the gross tangible and intangible assets stood at Rs. 1,69,73,487/- and the net tangible and intangible assets stood at Rs. 14,84,914/- respectively. Additions during the financial year amounted to Rs. 11,004/-. The Company has not purchased any assets under lease.

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

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

Year 2022-23:

No. of complaints received: NIL

35. MANAGEMENT DISCUSSION AND ANALYSIS:

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

ECONOMIC SCENARIO AND OUTLOOK

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

INDUSTRY OUTLOOK AND OPPORTUNITIES

Historically, IIP has been a good indicator for business sentiments in Capital Goods Order Intake. Industrial production Index of India in Feb 2023 rose 5.6% beating many peers. The S&P Global India Manufacturing PMI also increased in March beating market expectations. The March PMI index is at a 3-month high, due to faster expansions in both new orders and output, amid a post Covid 19 spurt in demand.

Business scenario in India is optimistic whereas the western market scenario is uncertain.

VXL Instruments Limited

The Company keeps developing new customised solutions which are well accepted by the customers. Microsoft have released new Windows Embedded products with better security features which are the need of the hour. Moreover, customers are adopting cloud computing at a fast pace. There is an exciting new opportunity the Company is working on in the QSR (Quick Service Restaurant) line. All this help our business to grow next year.

36. DISCLOSURE REQUIREMENTS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India form time to time and that such systems are adequate and operating effectively.

37. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company had met on 11 February, 2023 during the year to review the performance of Non-Independent Directors and the Board as a whole, to review the performance of the Non-Executive Directors and other items as stipulated under the Listing Regulations. The Independent Directors have also declared their independence.

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

No Director has received any commission from your Company.

39. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

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

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

40. INVESTORS' EDUCATION AND PROTECTION FUND:

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

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

41. REPORTING OF FRAUD:

Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.

42. COMPLIANCE WITH THE APPLICABLE SECRETARIAL STANDARDS:

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

37[th] Annual Report 2022 - 2023

43. MAINTENANCE OF COST RECORDS:

of Section 148 of the Companies Act, 2013.

44. REVISION OF FINANCIAL STATEMENT OR THE REPORT:

of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority, the detailed reasons for such revision shall be disclosed in the Report of the year as well as in the Report of the relevant financial year in which such revision is made.

under consideration.

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

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

46. FAILURE TO IMPLEMENT ANY CORPORATE ACTION:

No such events took place during the year under consideration.

47. CREDIT RATING OF SECURITIES:

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

48. ACKNOWLEDGEMENTS:

The Directors place on record their appreciation for valuable contribution made by employees at all levels, active support and encouragement received from the Government of India, Government of Maharashtra, Government of Karnataka, Company's Bankers, Customers, Principals, Business Associates and other Acquaintances.

Your Directors recognize the continued support extended by all the Shareholders and gratefully acknowledge with a firm belief that the support and trust will continue in future also.

For and on behalf of the Board of Directors of VXL Instruments Limited

Shruti Bhuwania Date: 26.05.2023 Director

Director DIN: 06630867 Address: 99, Dariya Mahal, 17 Floor, 80, Nepeansea Road, th Malabar Hill, Mumbai - 400006

M. V. Shetty

Whole-Time Director DIN: 00515711 Address: No 317, 5th Main, 1 Block, Koramangala,st Bengaluru - 560 034

VXL Instruments Limited

ANNEXURE I

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors VXL Instruments Limited Mumbai

Dear Sirs,

We undertake to comply with the conditions laid down under Section 149 and Schedule IV of the Companies Act, 2013 read with the provisions of Listing Regulations in relation to conditions of independence and in particular:

1) Apart from receiving director sitting fees/commission, I have/had no pecuniary relationship/transactions with the Company, its promoters, its directors, its senior management or its holding, subsidiary or associate company, or their promoters, or directors, during the immediately three preceding financial years or during the current financial year;
2) None of my relatives:
a) is holding any security of or interest in the Company, its holding, subsidiary or associate Company during the three immediately preceding financial years or during the current financial year of face value not exceeding Rs. 50 lakhs or 2 % of the paid-up capital of the Company, its holding, subsidiary or associate Company or such higher sum as may be prescribed;
b) is indebted to the Company, its holding, subsidiary or associate Company or their promoters, or directors, in excess of such amount as may be prescribed during the three immediately preceding financial years or during the current financial year;
c) has given a guarantee or provided any security in connection with the indebtedness of any third person to the Company, its holding, subsidiary or associate Company or their promoters, or directors of such holding company; for an amount of Rs. 50 lakhs during the current financial year;
d) has any other pecuniary transaction or relationship with the Company, or its subsidiary, or its holding or associate Company amounting to 2% or more of its gross turnover or total income singly or in combination with the transactions referred to in sub-clause (b), (c) or (d);
3) Neither I nor any of my relatives:
a) holds or has held the position of a key managerial personnel or is or has been an employee of the listed entity or its holding, subsidiary or associate Company or any Company belonging to the promoter group of the listed entity, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed,
b) preceding the financial year in which he is proposed to be appointed, of: a firm of auditors or Company secretaries in practice or cost auditors of the listed entity or its holding, subsidiary or associate Company; or
ii) or associate Company amounting to 10% or more of the gross turnover of such firm;

37[th] Annual Report 2022 - 2023

c) holds together with my relatives 2% cent or more of the total voting power of the listed entity; or
d) 25% or more of its receipts or corpus from the Company, any of its promoters, directors or its holding, subsidiary or associate Company or that holds 2% or more of the total voting power of the Company;
e) is a material supplier, service provider or customer or a lessor or lessee of the listed entity;
4) Qualification Rules), 2014.
5) I am not less than 21 years of age.
6) I am not a non-independent director of another Company on the board of which any non-independent director of the listed entity as an independent director.
7) on the https://www.independentdirectorsdatabank.in.
8) within a period of thirty days from the date of expiry of the period up to which my name was applied for inclusion in the data bank.

Hema Thakur Kiran Anita Jaiswal Independent Director Independent Director DIN - 01363454 DIN - 08485642

VXL Instruments Limited

ANNEXURE II

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2023

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To

The Members VXL INSTRUMENTS LIMITED (CIN: L85110MH1986PLC272426)

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by VXL INSTRUMENTS LIMITED (CIN: L85110MH1986PLC272426) (hereinafter called 'the Company'). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31.03.2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

VXL Instruments Limited for the financial year ended on 31.03.2023 according to the provisions of following Acts/Rules wherever applicable:

(I) The Companies Act, 2013 (the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;
(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent
of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;
(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act')
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2018;
(d)
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act, 2013 and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021;
(h) Securities and Exchange Board of India (Buy-back of Securities) Regulations, 2018
(i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

37[th] Annual Report 2022 - 2023

(j) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013;
(k) Circulars/Guidelines issued there under;

(vii) The other general laws as may be applicable to the Company including the following:

(1) Employer/Employee Related laws & Rules:

The Factories Act, 1948

The Employees State Insurance Act, 1948
The Employees Provident Fund & Miscellaneous Provisions Act, 1952
The Contract Labour (Regulation & Abolition) Act, 1970
The Minimum Wages Act, 1948
The Payment of Wages Act, 1936
The Payment of Gratuity Act, 1972
The Payment of Bonus Act, 1965
The Equal Remuneration Act. 1976
The Karnataka Labour Welfare Fund Act, 1965
The Apprentices Act, 1961
The Industrial Employment Standing Orders Act, 1946
The Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013 The Karnataka Industrial Establishments (National and Festival Holidays) Act, 1963 The Karnataka Public Safety (Measures) Enforcement Act, 2017
Karnataka Shops & Commercial Establishment Act, 1961

(2) Environment Related Acts & Rules:

The Environment Protection Act, 1986

The Water (Prevention & Control of Pollution) Act, 1974

The Air (Prevention & Control of Pollution) Act, 1981

Hazardous Wastes (Management, Handling and Trans boundary Movement) Rules, 2008. The Karnataka Ground Water (Regulation for Protection of Sources of Drinking Water) Act, 1999

(3) Economic/Commercial Laws & Rules:

The Competition Act, 2002

The Indian Contract Act, 1872

==> picture [166 x 42] intentionally omitted <==

The Patents Act, 1970
The Trade Marks Act, 1999
The Explosives Act, 1884 Legal Metrology Act, 2009

VXL Instruments Limited

I have also examined compliances with the applicable clauses of the Secretarial Standards issued by the Institute of Company Secretaries of India on the Board and General Meetings i.e. SS - 1 and SS – 2.

During the period under review, the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, etc. mentioned above as may be applicable during the year under review.

Secretarial Standards, Labour Laws and SEBI (LODR) Regulations which were addressed suitably to the Management.

Review Report and the Internal Audit Report provided by the Statutory/Internal Auditor as the case may be.

I further report that the Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors which took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes as per the practice followed. However, during the period under report, there was no such instance.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place: Bengaluru Vijayakrishna K T Date: 26.05.2023 Company Secretary FCS: 1788 CP: 980 UDIN: F001788E000391584

Note: This report is to be read with my letter of even date which is annexed as Annexure and forms an integral part of this report.

37[th] Annual Report 2022 - 2023

'Annexure’

My report of even date is to be read along with this letter:

Maintenance of Secretarial Records is the responsibility of the Management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.
I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of Secretarial Records. The verification was done on test basis to ensure that correct facts are reflected in the Secretarial Records. I believe that the processes and practices, I have followed provide a reasonable basis for our opinion.
of the Company including records under Income Tax Act, Central Excise Act, Customs Act, and GST Act.
Wherever required, the Company has represented about the compliances of laws, rules and regulations and happenings of events etc. as applicable from time to time.
The compliances of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of Management. My examination was limited to the verification of procedures on test basis.
The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the Management has conducted the affairs of the Company.

Place: Bengaluru Date: 26.05.2023

VXL Instruments Limited

ANNEXURE III

FORM No. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso there to.

(Pursuant to clause (h) of sub-Section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014) 1. Details of contracts or arrangements or transactions not at arm's length basis : NIL

2. Details of material contracts or arrangement or transactions at arm's length basis:

==> picture [389 x 368] intentionally omitted <==

----- Start of picture text -----

VXL Software Pvt Priya International
Ltd Ltd
Leave and License Purchases, Sales Intercrop Deposit Remuneration
Agreement and Services
Ongoing - based Ongoing - based on Ongoing - based on Ongoing
on rental agreement periodical requirements ICD agreement
Taking of premises on Based on Orders Inter Corporate Mr. Rishab Shetty,
rental basis for official procured by VXL Deposit was son of
purpose situated at Software Pvt Ltd accepted. Whole - Time Director
Unit No. 252, 5th Floor, Domestic Annual Mr. M.V. Shetty is
Building No. 2, Solitaire Maintenance employed with the
Corporate Park, Village Contracts, Sales Company as
Chakala, Andheri Kurla and service of thin ‘Team Lead’
Road, Andheri(E) clients, Sale of
Mumbai - 400 093 software are carried
on the terms and out through VXL
conditions set out Software Pvt Ltd.
in the Leave and
License Agreement.
Transaction value Transaction value Transaction value Transaction value
for the Financial for the Financial for the Financial for the Financial
Year 2022-23 Year 2022-23 Year 2022-23 Year 2022-23
Rs. 9,72,000/- Rs. 30,12,791/- (Sales) ICD received Rs. 8,75,040/-
Rs. 19,00,000/-
& Rs. 13,56,566/-
ICD re-paid
(Purchase) Rs. 26,00,000/-
Estimated Estimated Transaction Estimated Transaction Estimated
Transaction Value Value for the Financial Value for the Financial Transaction Value
for the Financial Year 2023-24 Year 2023-24 for the Financial
Year 2023-24 Rs. 1,30,00,000/- Rs. 1,30,00,000/- Year 2023-24
Rs. 15,00,000/- (Rs. One crore Thirty (Rs. One crore Thirty Rs. 12,00,000/-
(Rs. Fifteen lakhs only) Lakhs only) Lakhs only) (Rs. Twelve Lakhs Only)
Date of approval 10th February 2023
by the Board
----- End of picture text -----

Place: Bengaluru Date: 26.05.202

Shruti Bhuwania M. V. Shetty Director Whole Time Director DIN: 06630867 DIN: 00515711 Address: 99, Dariya Mahal, Address: No 317, 5th Main, 17th Floor, 80, Nepeansea Road, 1 Block, Koramangala, st Malabar Hill, Mumbai- 400006 Bengaluru-560034

37[th] Annual Report 2022 - 2023





		The ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the Financial Year;			7.65:1
		The percentage increase in aggregate remuneration of each Director, Chief Financial Ofcer, Chief Executive Ofcer, Company Secretary or manager, if any, in the Financial Year;
		The percentage increase in the median remuneration of employees in the Financial Year;			0.88%
		The number of permanent employees on the rolls of Company as on 31/03/2023			As on March 2023 st 31 40 Members
		The explanation on the relation between average increase in remuneration and Company performance			Increase in remuneration is based on the industrial standard and experience of each employees.
		Comparision of the remuneration of the Key Managerial Personnel against the performance of the Company			Remuneration paid to Key Managerial Personnel is based on remuneration policy of the Company.
		Variations in the market capitalisation of the Company, price earning ratio as at closing date of the current Financial Year and previous Financial Year and percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last Public Ofer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the current Financial Year and previous Financial Year;			.
		Average percentile increase already made in the salaries of employees other than the managerial personnel in the last fnancial year and its comparison with the percentile increase in the managerial remuneration and justifcation thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;			This is as per the Company's increment guidelines.

VXL Instruments Limited

(ix) Comparison of the remuneration of the Key This is as per the Company's increment guidelines. Managerial Personnel against the performance of the Company

(x) The key parameters for any variable component of remuneration availed by the Directors;

(xi) The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year;

(xii) remuneration policy of the Company.

Yes

For and on behalf of the Board of Directors VXL Instruments Limited

Place: Bengaluru Date : 26.05.2023

Shruti Bhuwania M. V. Shetty Director Whole-Time Director DIN: 06630867 DIN: 00515711 Address: 99, Dariya Mahal, 17th Floor Address: No 317, 5th Main,1st Block, 80, Nepeansea Road, Malabar Hill, Koramangala, Bengaluru - 560 034 Mumbai - 400006

37[th] Annual Report 2022 - 2023

Annexure V

REPORT ON CORPORATE GOVERNANCE

1. A BRIEF STATEMENT ON COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE:

governance concepts and practices. The Company strives to meet the expectations of its stakeholders on matters related to transparency, integrity, accountability and trusteeship, on a continuous basis.

The Company has adhered to Securities and Exchange Board of India (SEBI) (Listing Obligation and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

2. BOARD OF DIRECTORS:

The Company currently has 4 (four) Directors comprising of 1 (One) Executive Director, 1 (one) Non-executive and Non-independent Director and 2 (Two) Non-Executive Independent Directors.

March 2023, the Board of Directors of the Company comprised of optimum combination of Executive and Non-Executive Directors including a Woman Director.

After due circulation of agenda and notes thereon, the Board of Directors has met at reasonable periods of intervals to transact business on various Board's functions, responsibilities and accountabilities. Compliances of various Laws and Regulations along with the Corporate Philosophy, goal, plans and strategies have been dwelt at length by the Board at its various proceedings.

ended 31st March, 2023 are exhibited below:

Name of Directors	DIN	Category of Directorship	*Inter -se* relationship	No. of Board Meetings attended	Whether attended last AGM	No. of Directorship in other Companies incorporated in India	No. of Committee membership, Members/Chairman in other Companies in India	Names of the listed entities where the person is a director and Category
Mr. Vittal Mangalore Shetty	00515711	Whole-Time Director	Nil	4	Yes	Nil	Nil	Nil
Mrs. Shruti Bhuwania	06630867	Non-Executive and Non- Independent Director	Nil	3	Yes	1	Nil	Nil
Ms. Hema Thakur Kiran	01363454	Non-Executive and Independent Director	Nil	4	Yes	4	5	1. Eurotex - Industries And Exports Limited-Non-Executive - Independent Director 2. Priya Limited Non-Executive - Independent Director 3. Priya International Limited - Non-Executive - Independent Director
Ms. Anita Jaiswal	08485642	Non-Executive and Independent Director	Nil	4	Yes	2	4	1.Waaree Renewable Technologies Limited- Non-Executive - Independent Director 2. Indosolar Limited – Non-Executive - Independent Director

VXL Instruments Limited

Notes:

1) In terms of the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Vittal Mangalore Shetty (Mr. M V Shetty), Executive Director (holding DIN: 00515711), retires by rotation at the forthcoming Annual General Meeting and is eligible for re-appointment.

The Company has issued letters of appointment to all the Independent Directors as per Schedule IV to the Companies Act, 2013 and the terms and conditions of their appointment have been disclosed on the website of the Company at https://www.vxl.net/investors/independent-directors.

Company and the details of such familiarization programs are disseminated on the website of the Company at https://www.vxl.net/investors/disclosures

given in the Notice convening the 37th Annual General Meeting.

Only memberships in Audit Committee and Stakeholders' Relationship Committee have been reckoned for other committee memberships.

The above table excludes directorships in Private Companies, Foreign Companies and Companies registered under Section 8 of the Companies Act, 2013.

SHARES HELD BY NON-EXECUTIVE DIRECTORS:

The Non-Executive Directors as on 31st March, 2023, who held Shares in the Company, are as under: Mrs. Shruti Bhuwania Ms. Hema Thakur Kiran Ms. Anita Jaiswal

Skills, Expertise and Competence of the Board of Directors

Knowledge on Company's businesses, policies and culture major risks / threats and potential opportunities and knowledge of the industry in which the Company operates;
Leading growth through acquisitions and other business combinations, with the ability to assess, analyze the fit of a target with the Company's strategy and culture, accurately value transactions, and evaluate operational integration plans
Business Strategy, Sales & Marketing, Management, Administration, Decision Making; Knowledge about maintaining Board and management accountability, protecting shareholder interests, and governance practices
Financial and Management skills.
Technical / Professional skills and specialized knowledge in relation to Company's business.

Each Director's Skills / expertise / competencies as referred above in point nos.1 to 6:

Mr. M.V. Shetty Mrs. Shruti Bhuwania Ms. Hema Thakur Kiran Ms. Anita Jaiswal

37[th] Annual Report 2022 - 2023

DETAILS OF BOARD MEETINGS HELD DURING THE FINANCIAL YEAR:

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

th rd

May 2022, 3 August 2022, 14th November 2022 and 11th February 2023.

The Board at its Meetings reviewed compliance reports prepared by the Company on quarterly basis.

On need basis, the Directors also considered and passed Resolutions by Circulation in full compliance with the applicable laws.

Compliance with the Code of Conduct for prevention of Insider Trading

The Code of Conduct for Prevention of Insider Trading pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time and approved by the Board of Directors, inter alia prohibits trading in securities of the Company by Directors and employees while in possession of unpublished price sensitive information in relation to the Company. The code of conduct is available on the website of the Company at https://www.vxl.net/investors/disclosures.

Independent Directors' Meeting:

Companies Act, 2013 and also, they fulfill the conditions specified under the Listing Regulations and are Independent of the Management of the Company.

th February, 2023, inter alia , to discuss:

Evaluation of the performance of the Non-Independent Directors and the Board as a whole

Board that is necessary for the Board to effectively and reasonably perform its duties.

Both the Independent Directors viz., Ms. Hema Thakur Kiran and Ms. Anita Jaiswal were present at the Meeting.

3. AUDIT COMMITTEE:

its financial information to ensure that the financial statements are correct, sufficient and credible; recommending the appointment and removal of the Statutory and Internal Auditors, fixation of audit fees, the approval for payment for any other services and reviewing with the management the annual financial statements before submission to the Board.

As on 31st March, 2023, the Audit Committee comprised of following:

a) Ms. Hema Thakur Kiran - Chairperson b) Ms. Anita Jaiswal - Member Mr. M.V. Shetty - Member

The Committee met 4 (Four) times during the financial year on 26th May 2022, 3rd August 2022, 14th November 2022 and 11th February 2023.

The attendance of each Member of the Committee is stated below:

		No. of Meetings attended
Mr. M V Shetty	4	4
Ms. Hema Thakur Kiran	4	4
Ms. Anita Jaiswal	4	4

VXL Instruments Limited

of the Company acts as the Secretary to the Committee Meetings.

Regulation 18 and Part C of Schedule II of the Listing Regulations (as amended) as well as the provisions of Section 177 of the Companies Act, 2013. The brief description of the terms of reference of the Audit Committee is given below:

a) ensure that the financial statement is correct, sufficient and credible;
b) Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
c) Approval of payment to the Statutory Auditors for any other services rendered by them;
d) submission to the Board for approval,
e) Reviewing, with the management, the quarterly Financial results before submission to the board for approval
f)
g) Discussion with internal auditors of any significant findings

4. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations, the Board has constituted Nomination and Remuneration Committee.

Following are the terms of reference of the Committee inter alia , the following:

a) Chairman: Chairman of the Committee shall be an Independent Director as may be elected by the members of the Committee.
b) Quorum: Quorum for Meeting of the Committee shall be a minimum of two members provided one of them shall always be an Independent Director.
c) Frequency of Meetings: The Committee may meet at such times as may be deemed necessary.
d) Role: The Role of the Committee shall include inter-alia the following:
and recommend to the Board a Policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;
Formulation of criteria for evaluation of Independent Directors and the Board including carrying out evaluation of every Director's performance;
Devising a Policy on Board diversity;
Management in accordance with the criteria laid down, and recommend to the Board for their appointment and removal.
Such other matters as may be prescribed under the Companies Act, 2013, listing agreement and by the Board of Directors of the Company from time to time.
Recommend to the Board, all remuneration, in whatever form, payable to Senior Management.
e) Invitees: The Committee may invite such executives of the Company and such other persons as it may consider appropriate.
f) Secretary to the Committee: The Company Secretary shall be the Secretary of the Committee who shall flag actions and serve as executive support to the Committee.

37[th] Annual Report 2022 - 2023

As on 31st March, 2023, the Nomination and Remuneration Committee was comprised of the following Members:

a) Ms. Hema Thakur Kiran - Chairperson b) Ms. Anita Jaiswal - Member c) Mrs. Shruti Bhuwania - Member

3rd August 2022.

The attendance of each Member of the Committee is stated below:

		No. of Meetings attended
Ms. Hema Thakur Kiran	1	1
Ms. Anita Jaiswal	1	1
Mrs. Shruti Bhuwania	1	1

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out the annual performance evaluation of its own performance and its Committee's and the Directors individually. A structured questionnaire was prepared covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance etc.,

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

The performances of the Committees were evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of Committees, effectiveness of Committee Meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 5, 2017.

In a separate Meeting of Independent Directors, performance of Non-Independent Directors, the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors.

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

At the Board Meeting that followed the Meeting of the Independent Directors and Meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

5. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

This Committee looks into redressing of Shareholders' complaints like non-transfer of Shares, non-receipt of Annual Report.

As of 31st March, 2023, the Committee comprised of following members.

a) Ms. Hema Thakur Kiran - Chairperson b) Ms. Anita Jaiswal - Member Mr. M V Shetty - Member

VXL Instruments Limited

The Committee met once during the financial year on 11th February, 2023 and all the Members of this committee were present at the Meeting.

This Committee monitors and addresses investors’ complaints, transfer of Shares, transmission etc. based on the information provided by the Company's Registrars and Share Transfer Agents.

Based on information provided by the Company's Registrar & Share Transfer Agents, the status of investor's grievances for the financial year ended March 31, 2023 is as follows:

Particulars	Total No. of Complaints received	Complaints Pending
Direct	0	NIL
Through Stock Exchange/SEBI	0	NIL

COMPLIANCE OFFICER AND ADDRESS FOR CORRESPONDENCE:

Mr. Mahesh Kumar K V Chief Financial Officer and Compliance Officer VXL Instruments Limited # 1783, Sector -1, Phoenix House 19th Main, HSR Layout Bengaluru-560 102, Karnataka Mobile:+022 - 28245210 Email:[email protected] ; Web:www.vxl.net

(as amended) as regards the Stakeholders' Relationship Committee.

6. REMUNERATION OF DIRECTORS:

The Company has laid the criteria for making payments to the Non-Executive Directors. The details of such - criteria are available on the website of the Company at https://www.vxl.net/percheditor/resources/policy criteria-for-making-payment-to-non-eexecutive-directors.pdf.

a. Executive Directors:


a.Executive Directors:		(Amount in Rs.)

Mr. M.V. Shetty	28,78,992		3,01,008	31,80,000
Total	28,78,992		3,01,008	31,80,000

b. Non-Executive Directors:

(Amount in Rs.)

Non-Executive Directors: b.		(Amount in Rs.)
Name	Sitting Fees	Commission
Mrs. Shruti Bhuwania	24,000/-	Nil
Ms. Hema Thakur Kiran	66,000/-	Nil
Ms. Anita Jaiswal	66,000/-	Nil
Total	1,56,000/-	-

Service Contract / Notice Period / Severance Fee:

a) provides that the Company and the Executive Directors shall be entitled to terminate the agreement by giving 3 months' notice in writing on either side.

b) No severance fee is payable by the Company to the Executive Directors on termination of the agreement.

37[th] Annual Report 2022 - 2023

7. GENERAL BODY MEETINGS:

Details of Annual General Meetings (AGM) of the Company held for the last three years:

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----- Start of picture text -----

Time
----- End of picture text -----

		Time
2019-20	th 18 December, 2020	2:00 P.M	Through Video Conferencing
2020-21	th 27 September, 2021	12:00 Noon	Through Video conferencing
2021-22	st 21 September, 2022	12:00 Noon	Through Video conferencing

Particulars of Special Resolutions passed in the last three AGMs are given below:

th 18 December, 2020	1. Re-classifcation of the Promoters of the Company
th 27 September, 2021	1. Appointment of Mr. Radhakrishna Kunjilal Saraswat(DIN: 00015095), as an Independent Director of the Company 2. Continue the Directorship of Mr. M V Shetty(DIN: 00515711), as Whole Time Director of the Company, who will attain the age of th 70 years on 7 March, 2022
st 21 September, 2022	1. Re-appointment of Mr. M V Shetty (DIN: 00515711), as Whole Time Director of the Company.

8. SUBSIDIARY COMPANY:

The Company did not have any Subsidiaries during the period under report. The Company's erstwhile Subsidiary VXL Instruments Ltd. UK was dissolved on 11th March, 2018 and the Company has requested permission of Reserve Bank of India for write off of the investment made in it.

9. COMPLIANCES:

There have been no instances of non-compliance by the Company on any matters related to the capital markets, nor have any penalty/strictures been imposed on the Company by the Stock Exchanges or SEBI or any other Statutory Authority on such matters.

10. MEANS OF COMMUNICATION:

The quarterly and half yearly results are published in national and local dailies such as the Financial Express (in English) and Pratahkal (in Marathi) and hence are not individually sent to the Shareholders. The Company's financial results and shareholding pattern are also displayed in the Company's website at https://www.vxl.net/investors. The Company does not make any representations to the Institutional Investors or to the Analysts.

11. CEO AND CFO CERTIFICATION:

inter-alia , the accuracy of financial statements and adequacy of Internal Controls for the financial reporting purpose as required under the Listing Regulations, for the period ended 31st March, 2023.

VXL Instruments Limited

12. CODE OF CONDUCT:

The Company has adopted Code of Conduct which has been implemented. The Code of Conduct is made applicable to the Directors and Senior Management Team. The code of conduct is available on the website of the Company at https://www.vxl.net/investors/disclosures. Requisite annual affirmations of compliance with respective codes have been made by the Directors and Senior Management of the Company for the period 1st April, 2022 to 31st March, 2023.

of Conduct for Directors and Senior Management is given below:

Code of Conduct for Directors and Senior Management

complied with the above code for, and in respect of the year ended 31st March, 2023.

Place: Bengaluru Date: 26.05.2023

M V Shetty Whole-Time Director DIN: 00515711

13. GENERAL SHAREHOLDERS' INFORMATION:

AGM: Date : 14th September, 2023 Time : 03.00 PM Venue : Through Video Conference

Financial calendar: 1st April, 2022 to 31st March, 2023 Date of Book Closure: 8th September, 2023 to 14th September, 2023 Dividend payment(s): Nil Listing on Stock Exchange: BSE Limited Scrip Code is 517399 in the BSE Limited

14. STOCK MARKET (BSE) PRICE DATA FOR THE YEAR: (Amount in Rs.)

STOCK MARKET (BSE) PR 14.	ICE DATA FOR THE YEAR:	ICE DATA FOR THE YEAR:	(Amount in Rs.)	(Amount in Rs.)
	BSE Sensex		Company Market Price
Month	High	Low	High	Low
April 2022	60,845.1	56,009.07	11.75	11.17
May 2022	57,184.21	52,632.48	11.4	9.03
June 2022	56,432.65	50,921.22	8.6	7.32
July 2022	57,619.27	52,094.25	7.32	5.28
August 2022	60,411.2	57,367.47	8.45	5.3
September 2022	60,676.12	56,147.23	8.16	6.2
October 2022	60,786.7	56,683.4	10.05	6.32
November 2022	63,303.01	60,425.47	10.04	7.4
December 2022	63,583.07	59,754.1	9.93	7.05
January 2023	61,343.96	58,699.2	13.84	7.41
February 2023	61,682.25	58,795.97	16.01	9.1
March 2023	60,498.48	57,084.91	8.77	7.04

37[th] Annual Report 2022 - 2023

Share price performance in comparison with BSE Sensex*

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----- Start of picture text -----

BSE Sensex
VXL Instruments Ltd
----- End of picture text -----

*Based on BSE Sensex (High) / share price (High) on the last trading day of the month.

15. REGISTRAR AND TRANSFER AGENTS:

Big Share Services Private Limited is the Company's Registrar and Share Transfer Agent.

Their address is furnished below:

Big Share Services Private Limited Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre, Mahakali Caves Road, Andheri (East) Mumbai – 400093. Contact No: 022 62638200, DIR : 022 62638268 Fax No: +91 22 62638299 | 7045454391 E-mail: [email protected]

16. SHARE TRANSFER SYSTEM:

The Company's Registrars and Share Transfer Agents (RTA) has adequate infrastructure to process the Share transfers. Periodically, a Practising Company Secretary audits the system and a Certificate to that effect is issued and the same is filed with the Stock Exchange. Additionally, Reconciliation on Share Capital audits and Dematerialization related scrutiny are conducted quarterly by a Practising Company Secretary.

The Company's Shares are compulsorily traded in the demat form and the ISIN No. allotted is INE756A01019.

17. DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT PURSUANT TO SEBI CIRCULAR NO. SEBI/LAD-NRO/GN/2015-16/013, DATED 2ND SEPTEMBER, 2015:

As per the above-mentioned Circular, there are “Nil” Shares in the Demat Suspense Account or Unclaimed Suspense Account.

VXL Instruments Limited

18. DISTRIBUTION OF SHAREHOLDING AS ON 31st Face Value Rs.10/-

Range in Rs.	No. of Shareholders	% of Total Share Holders	Total Holding in Rs.	% of Total Capital
1 - 5,000	4,062	89.1376	49,52,660	3.7169
5,001 - 10,000	219	4.8058	18,11,870	1.3598
10,001 - 20,000	122	2.6772	18,29,840	1.3733
20,001 - 30,000	44	0.9655	11,17,600	0.8387
30,001 - 40,000	14	0.3072	5,13,430	0.3853
40,001 - 50,000	10	0.2194	4,76,910	0.3579
50,001 - 1,00,000	38	0.8339	25,72,480	1.9306
1,00,001 & above	48	1.0533	11,99,73,210	90.0375
Total	4,557	100.0000	13,32,48,000	100.0000

Shareholding pattern as on 31st March, 2023:

Shareholding pattern as on March, st 31	2023:
Category	No. of Shares	% Holding
A. Directors, Promoters & Promoters’ Group Shareholding
Directors	-	-
Promoter/ Promoter Groupbut not Director	10,44,713	7.8404
Directors' and Promoters' Relatives	-	-
Total A 10,44,713 7.8404
B. Public Shareholding
Mutual Funds	3,000	0.0225
Financial Institutions	900	0.0068
BodyCorporate	12,50,181	9.3824
NRI	57,54,660	43.1876
Foreign Portfolio Investors	42,645	0.3200
FOREIGN NATIONALS	-	-
FOREIGN COMPANY	7,85,600	5.8958
Shares in Transit	-	-
Clearing Member	6,715	0.0504
Overseas Bodies Corporate	19,25,000	14.4467
General Public/HUF	25,11,286	18.8467
TRUSTS	100	0.0008
Total B	1,22,80,087	92.1596
Total A+ B	1,33,24,800	100.0000

19. DEMATERIALIZATION OF SHARES AND LIQUIDITY:

Equity Shares of the total Equity Capital are held in dematerialized form with NSDL and CDSL in the following manner.

Category	Number of Shares	% of Total Issued Capital
Held in dematerialized Form in CDSL	13,83,357	10.38
Held in dematerialized Form in NSDL	93,81,243	70.40
Physical	25,60,200	19.21

37[th] Annual Report 2022 - 2023

20. OUTSTANDING GLOBAL DEPOSITORY RECEIPTS (GDRS)/AMERICAN DEPOSITORY RECEIPTS ADRS/WARRANTS OR ANY CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON EQUITY:

The Company has no GDR/ADR/Warrants or any other convertible instruments.

21. ANNUAL CUSTODY / ISSUER CHARGES:

22. CERTIFICATION ON CORPORATE GOVERNANCE:

governance is attached to the Board's Report and is a part of this Annual Report.

23. SECRETARIAL COMPLIANCE CERTIFICATE:

Pursuant to the provisions of the Listing Regulations, the Company has obtained annual 'Secretarial Compliance Certificate' for the financial year 2022-23 in the prescribed format from a practising Company Secretary and filed the same with the Stock Exchange in the prescribed time limit.

24. OTHER DISCLOSURES:

The Company has complied with the requirements of the Companies Act, 2013 and the Listing Regulations on Related Party Transactions. Prior approvals for all Related Party Transactions (RPTs) are obtained from the Audit Committee and the Board.

Approval of Shareholders has been obtained for 'Material Related Party Transactions in the Annual General Meeting of the Company.

Details of non-compliance by the listed entity, penalties, strictures imposed on the listed entity by stock exchange(s) or the board or any statutory authority, on any matter related to capital markets, during the last three years.

The Company has complied with the requirements of the Listing Regulations as well as Regulations and Guidelines of SEBI and other Statutory Authorities on all matters relating to the Capital Markets. The Company has not paid any fines during the last three financial years.

Vigil Mechanism

The Company has a Vigil Mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for adequate safeguards against victimization of Director(s) / Employee(s) who avail of the mechanism. In exceptional cases, Directors and Employees have direct access to the Chairman of the Audit Committee. No personnel of the Company have been denied access to the Chairman of the Audit Committee, for making complaint on any integrity issue. The Whistle Blowing Policy is available on the Company's website at https://www.vxl.net/investors/disclosures

Details of compliance with mandatory requirements and adoption of non-mandatory requirements:

The Company has complied with all the mandatory requirements of the Listing Regulations. The Company has also fulfilled the following discretionary requirements:

b. The positions of Chairman and Managing Director are separate.
c. The Internal Auditor reports directly to the Audit Committee.

with material subsidiaries does not arise.

VXL Instruments Limited

Web link where policy on dealing with Related Party Transactions

The Company has disclosed the Policy on dealing with Related Party Transactions on its website at https://www.vxl.net/investors/disclosures.

Commodity Price Risk and Commodity hedging activities

The Company is not exposed to material foreign exchange risk on account of import and export transactions entered, as import of goods is happening in Indian Rupees. Also, it is not a sizable user of various commodities, hence not exposed to the price risk on account of procurement of commodities.

as specified under Regulation 32 (7A). Hence, details of utilization of funds not required

(ix) continuing as Director by Securities and Exchange Board of India / the Ministry of Corporate Affairs or any such Statutory Authority. The Company has obtained a Certificate to this effect from Mr. Vijayakrishna K.T., Practising Company Secretary, Bengaluru as mandated under Schedule V, Part C, Clause 10(i) of the Listing Regulations.
(x) The Company has paid Rs. 2,90,000/- to the Statutory Auditors in the financial year 2022-23 for all the services rendered by them to the Company.
(xi) The Board had accepted recommendations of all the Committees of the Board which is mandatorily required during the year.
(xii) Details in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:
(xiii) read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013. The Company has not adopted a treatment different from that prescribed in any Accounting Standard.
(xiv) Disclosure of list of all credit ratings obtained by the Company along with any revisions thereto during the relevant financial year, for all debt instruments of such entity or any fixed deposit programme or any scheme or proposal of the Company involving mobilization of funds, whether in India or abroad is not applicable.
(xv) The Company has complied with all the mandatory requirements of the Chapter IV of the Listing Regulations. As regards the non-mandatory requirements the extent of compliance has been stated in this report against each item.

25. COMPLIANCE WITH DISCRETIONARY REQUIREMENTS:

Shareholder Rights

are published in the newspapers and the results were also uploaded on the Company's website. Therefore, no individual intimations were sent to the Shareholders. However, based on the requests from Shareholders, if any, the Company would provide them individually.

year ended 31st March, 2023.

Reporting of Internal Auditor

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

37[th] Annual Report 2022 - 2023

26. PLANT LOCATION:

VXL Instruments Limited 74/C, Electronics City Hosur Road Bengaluru 560 100, Karnataka

27. ADDRESS FOR CORRESPONDENCE:

VXL Instruments Limited # 1783, Sector -1, Phoenix House, 19th Main, HSR Layout, Bengaluru - 560 102, Karnataka URL : www.vxl.net CIN : L85110MH1986PLC272426 Email : [email protected]

28. REGISTERED OFFICE:

VXL Instruments Limited No. 252, 5th Floor, Building No. 2, Solitaire Corporate Park, Chakala, Andheri (East), Mumbai - 400 093 Phone: +91 22 2824 5210 Fax: +91 22 4287 2197

For and on behalf of the Board of Directors of VXL Instruments Limited

Place: Bengaluru Shruti Bhuwania Date: 26.05.2023 Director DIN: 06630867 Address: 99, Dariya Mahal, 17th Floor, 80, Nepeansea Road, Malabar Hill, Mumbai- 400006

M. V. Shetty Whole-Time Director DIN: 00515711 Address: No 317, 5th Main, 1st Block, Koramangala, Bengaluru-560 034

VXL Instruments Limited

CEO and CFO CERTIFICATION

The Board of Directors VXL Instruments Limited Bengaluru

Dear Board Members,

We, Mr. M V Shetty Whole Time Director and Mr. Mahesh Kumar K V, CFO of VXL Instruments Limited, to the best of our Knowledge and belief, certify that:

1. We have reviewed the Financial Statements and Cash Flow Statement for the year ending 31st March, 2023.

2. These Statements do not contain any materially untrue statement or omit to state a material fact necessary to make the statements made in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. respects a true and fair view of the Company's affairs, the financial condition, results of operations and cash flows of the Company as at, and for the periods presented in this report and are in compliance with the existing accounting standards and / or applicable laws and regulations.

4. There are no transactions entered into by the Company during the year that are fraudulent, illegal or violate the Company's code of Conduct and Ethics, except as disclosed to the Company's auditors and the Company's Audit Committee of the Board of Directors.

5. We accept responsibility for establishing and maintaining internal controls reporting and that we have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or proposed to take to rectify these deficiencies.

6. We have indicated, to the Auditors and Audit Committee:

b) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and
c) the management or an employee having significant role in the Company's internal control system over financial reporting.

Mahesh Kumar K V

Vittal Mangalore Shetty Whole Time Director

Date : 26.05.2023

37[th] Annual Report 2022 - 2023

CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE AS REQUIRED UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015

To The Members VXL Instruments Limited

I have examined all the relevant records of VXL Instruments Limited ('the Company') for the purpose of certifying the compliances of the conditions of Corporate Governance by the Company for the financial year ended 31st March, 2023 as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('the Listing Regulations').

The compliance of the conditions of Corporate Governance is the responsibility of the Management. My examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and explanations given to me, I certify that the Company has complied with the conditions of Corporate Governance as stipulated in the Listing Regulations.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Place: Bengaluru Date: 26.05.2023

Vijayakrishna KT Practising Company Secretary FCS-1788 CP-980 UDIN: F001788E000391595

VXL Instruments Limited

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)

To The Members VXL INSTRUMENTS LIMITED

I have examined the relevant registers, records, forms, returns and disclosures received from the Directors of VXL INSTRUMENTS LIMITED having CIN:L85110MH1986PLC272426 and having Registered Office at 252, 5th Floor, Building No. 2, Solitaire Corporate Park, Chakala, Andheri, Mumbai-400093 (hereinafter referred to as 'the Company'), produced before me by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Identification Number (DIN) status at the portal (www.mca.gov.in) as considered necessary and explanations furnished to me by the Company & its officers, I hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31st March, 2023 has been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, the Ministry of Corporate Affairs or any such other Statutory Authority:

Name of Directors	DIN	Date of appointment in Company
Mr. Vittal Mangalore Shetty	00515711	01.10.2010
Mrs. Shruti Bhuwania	06630867	10.07.2021
Ms. Hema Thakur Kiran	01363454	29.07.2021
Ms. Anita Jaiswal	08485642	29.07.2021

Ensuring the eligibility of for the appointment/continuity of every Director on the Board is the responsibility of the Management of the Company. My responsibility is to express an opinion on these based on my verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

Place: Bengaluru Date: 26.05.2023

37 Annual Report 2022 - 2023

Independent Auditor's Report

To,

The members of VXL Instruments Limited,

Report on the Audit of the Ind AS Financial Statements:

Opinion

M/s. VXL Instruments Limited (“the Company”) , which comprise the balance sheet as at March 31, 2023, the statement of Profit and Loss (including Other Comprehensive Income), statement of changes in equity, and statement of cash flows for the year then ended, and notes to the Ind AS financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as the “Ind AS financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023 and its loss, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the 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 Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

a) We draw your attention to Note No. 9 of the Ind AS Financial Statement wherein trade receivables reported by the Company includes Rs.5.11 Crore is receivable from one of the foreign customers, which is outstanding for more than 2 years and the management of the Company is confident of recovering the same.

Key Audit Matters

of the Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the Ind AS financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

VXL Instruments Limited

Sl.

No. Key Audit Matter

Auditor’s Response

1. Revenue Recognition

Revenue from the sale of goods (hereinafter referred to as “Revenue”) is recognised when the Company performs its obligation to its customers and the amount of revenue can be measured reliably and recovery of the consideration is probable. The timing of such recognition in case of sale of goods is when the control over the same is transferred to the customer, which is mainly upon delivery.

The timing of revenue recognition is relevant to the reported performance of the Company. The management considers revenue as a key measure for evaluation of performance.

Principal Audit Procedures

Our audit approach was a combination of test of internal controls and substantive procedures including:

Assessing the appropriateness of the Company's revenue recognition accounting policies in line with Ind AS 115 (“Revenue from Contracts with Customers”) and testing thereof.
Evaluating the design and implementation of Company's controls in respect of revenue recognition.
over revenue cut off at year-end.
Testing the supporting documentation for sales transactions recorded during the period closer to the year end and subsequent to the year end, including examination of credit notes issued after the year end to determine whether revenue was recognised in the correct period.
Performing analytical procedures on current year revenue based on monthly trends and where appropriate, conducting further enquiries and testing.

Information Other than the Ind AS Financial Statements and Auditor’s Report Thereon

The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Company's annual report but does not include the Ind AS financial statements and our auditor's report thereon. Such other information is expected to be made available to us after the date of this auditor's report.

form of assurance conclusion thereon.

information when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the Ind AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

37th Annual Report 2022 - 2023

Responsibility of Management for the Ind AS Financial Statements

The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these Ind AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards 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 implementation and maintenance of 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 Ind AS financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

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.

Auditor's Responsibilities for the Audit of the Ind AS Financial Statements

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 financial statements.

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

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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating 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 Ind AS financial statements or, if such disclosure 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.

VXL Instruments Limited

the disclosures, and whether the Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the 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 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.

Report on Other Legal and Regulatory Requirements

1) As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2) As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.
Statement dealt with by this Report are in agreement with the books of account.
(d) the Act.
(e) On the basis of written representations received from the directors as on March 31, 2023, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2023, from being appointed as a director in terms of section 164 (2) of the Act;
(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i.
ii. The Company did not have any long-term contracts including derivative contracts for which there are material foreseeable losses.
iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

37th Annual Report 2022 - 2023

iv .

(a) The management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (“Intermediary”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
(b) The management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person or entity, including foreign entity (“Funding Party”), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the
- Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b)above, contain any material mis-statement.
v. The Company has not declared or paid any dividend during the year in contravention of the provisions of section 123 of the Companies Act, 2013.
3) With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act.

For YCRJ & ASSOCIATES Chartered Accountants Firm's Registration No: 006927S

Place: Bengaluru Date: 26.05.2023

Kiran Kumar S Partner M. No.: 235252 UDIN: 23235252BGVUNG9498

VXL Instruments Limited

“Annexure A” to the Independent Auditors Report

(Referred to in paragraph 2(f) under the heading 'Report on Other Legal & Regulatory Requirements' of our report of even date to the Ind AS financial statements of the Company for the year ended 31st March, 2023)

As per the books and records produced before us and as per the information and explanations given to us and based on such audit checks that we considered necessary and appropriate, we confirm that:

In respect of the Company's Property, Plant and Equipment and Intangible Assets:

(a) (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment and relevant details of right-of-use assets.
(B) The Company has maintained proper records showing full particulars of intangible assets.
(b) As per the information and explanation given to us, all Property, Plant and Equipment, right-of-use assets and other Intangible assets have been physically verified by the management during the year which in our opinion, is reasonable having regard to size of the Company and the nature of its assets. As explained to us no material discrepancies were noticed on such verification.
As per the information and explanation given to us and based on the examination of the records of the Company, there are no immovable properties held by the Company. Hence reporting under clause 3(i)(c) of the Order is not applicable.
(d) As per the information and explanation given to us the Company has not revalued any of its Property, Plant and Equipment (including right of-use assets).
(e) As per the information and explanation given to us, no proceedings have been initiated during the year or are pending against the Company as at March 31, 2023 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made there under.

(ii)

(a) The management has conducted physical verification of inventory at reasonable intervals during the year, in our opinion, the coverage and procedure of such verification by the management is appropriate. As informed to us, any discrepancies of 10% or more in the aggregate for each class of inventory were not
(b) The Company has not been sanctioned working capital limits in excess of ₹ 5 crore, in aggregate, at any points of time during the year, from banks or financial institutions on the basis of security of current assets and hence reporting under clause 3(ii)(b) of the Order is not applicable.
(iii) As per the information and explanation given to us, the Company has not made investments in, provided any guarantee or security or granted any loans, secured or advances in the nature of loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties. Hence reporting under clause 3(iii) of paragraph 3 of the Order are not applicable.
(iv) As per the information provided and explanation given to us, there are no loans, investments, guarantees, and security under section 185 and 186 of the Companies Act 2013. Hence the provisions of clause 3(iv) of paragraph 3 of the Order are not applicable.
(v) As per the information provided and explanation given to us, the Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable.
(vi) We have been informed that maintenance of cost records under sub section (1) of section 148 of the companies Act 2013 and the rules made there under are not applicable relating to the operations of the Company and hence the requirements of clause 3(vi) of the Order is not applicable .
(vii) As per the information and explanations given to us, undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of custom, duty of excise, value added tax, cess have been regularly deposited by the Company with the appropriate authorities in all cases during the year, except Tax deducted at Source on Salaries.

37 Annual Report 2022 - 2023

As per the information and explanations given to us, no undisputed amounts payable in respect of aforesaid dues were outstanding as on March 31, 2023 for a period of more than 6 months from the date they became payable are as follows.

Name of the Statute	Nature of the Dues	Amount (Rs. in Lakhs)	Period to which amount relates	Due Date
Income Tax Act	TDS on Salaries	5.70	April 2022 to August 2022	07.09.2022

(a)As per the information and explanations given to us, the following statutory dues have not been deposited on account of dispute:

Statute	Nature of Dues	Amount (Rs. in lakhs)	Period to which amount relates	Forum where dispute is pending
EPF Act 1952	Employee Provident Fund Damages, Interest under appeal	3.37	2001 - 2004	Commissioner of EPFO
CST Act 1956	Central Sales Tax	59.73	2001-02 to 2004-05 and 2011-12	Deputy Commissioner of Commercial Taxes
Finance Act 1994	Service Tax	1278.92	2008-09 to 2013-14	Central Excise & Service Tax Appellate Tribunal

(viii) As per the information and explanations given to us, there were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961(43 of 1961). Hence, reporting under clause 3(viii) of the Order is not applicable.
(ix) As per the information and explanations given to us, the Company does not have any loans or borrowings from a financial institution, bank, Government or issued any debenture. Hence, reporting under clause 3(ix) of the Order is not applicable.
(x) As per the information and explanations given to us, the Company has not raised any money by way of initial public offer or further public offer (including debt instruments) during the year. Hence, reporting under clause 3(x) of the Order is not applicable.
(xi)
(a) No fraud by the Company and no material fraud on the Company has been noticed or reported during the year.
(b) prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and up to the date of this report.
As per the information and explanation given to us, the Company has not received any whistle blower complaints during the year.
(xii) The Company is not a Nidhi Company. Hence, reporting under clause 3(xii) of the Order is not applicable.
(xiii) As per the information and explanations given to us, all transactions with the related parties are in compliance with sections 177 and 188 of the Companies Act, 2013 where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

VXL Instruments Limited

(xiv)

(a) In our opinion the Company has an adequate internal audit system commensurate with the size and the nature of its business.
(b) We have considered, the internal audit reports for the year under audit, issued to the Company during the year and till date, in determining the nature, timing and extent of our audit procedures.
(xv) As per the information and explanations given to us, the Company has not entered into any non-cash transactions with its directors or persons connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the Company.
(xvi) In our opinion, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and also is not a core investment Company (as defined in the Core Investment Companies (Reserve Bank) Directions, 2016). Hence, reporting under clause 3(xvi)(a), (b), (c) and (d) of the Order is not applicable.
(xvii) preceding financial year and below are the details of the same.

Financial Year	Amount of Cash loss(Rs. In Lakhs)
2021 -22	0.66
2022 -23	145.21

(xviii) There has been no resignation of the statutory auditors of the Company during the year and hence clause 3(xviii) is not applicable to the Company.

payment of financial liabilities, other information accompanying the Ind AS financial statements and our knowledge of the Board of Directors and Management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due.

(xix)

(a) As per the information and explanations given to us, there are no unspent amounts towards Corporate Social Responsibility (CSR) on other than ongoing projects requiring a transfer to a Fund specified in Schedule VII to the Companies Act in compliance with second proviso to sub-section (5) of Section 135 of the said Act. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year.
(b) As per the information and explanations given to us, there are no ongoing projects, where the Company has any unspent Corporate Social Responsibility (CSR) amount as at the end of the previous financial year, to a Special account within a period of 30 days from the end of the said financial year as per the provision of section 135(6) of the Act. Accordingly, reporting under clause 3(xx)(b) of the Order is not applicable for the year.

For YCRJ & ASSOCIATES Chartered Accountants Firm's Registration No: 006927S

Place: Bengaluru Date: 26.05.2023

Kiran Kumar S Partner M. No.: 235252 UDIN: 23235252BGVUNG9498

37th Annual Report 2022 - 2023

Annexure - B to the Auditors' Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”).

(“the Company”) as of 31st March, 2023 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (“the Guidance Note”) issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

based on our audit. We conducted our audit in accordance with the Guidance Note and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness.

financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

audit opinion on the Company's internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

assurance regarding the reliability of financial reporting and the preparation of Ind AS financial statements for external purposes in accordance with generally accepted accounting principles. A Company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of Ind AS financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Company's

VXL Instruments Limited

Inherent Limitations of Internal Financial Controls Over Financial Reporting

of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2023, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note issued by the Institute of Chartered Accountants of India.

For YCRJ & ASSOCIATES Chartered Accountants Firm's Registration No: 006927S

Place: Bengaluru Date: 26.05.2023

Kiran Kumar S

Partner M. No.: 235252 UDIN: 23235252BGVUNG9498

37 Annual Report 2022 - 2023

BALANCE SHEET AS AT 31st MARCH, 2023

BALANCE SHEET AS AT MA st 31	RCH, 2023
	(Amount in INR Lakhs)
Particulars Note No.	As at As at March 31, 2023 March 31, 2022
I. ASSETS 1. Non-current Assets (a) Property, Plant and Equipment 1 (b) Capital work-in-progress (c) Investment Property (d) Goodwill (e) Other Intangible assets 2 (f) Intangible assets under development (g) Right of Use Asset 3 (h) Financial assets (i) Investments 4 (ii) Trade Receivables 5 (iii) Loans (iv) Other fnancial assets 6 (i) Deferred Tax Asset (net) (j) Other non-current assets 7 Total Non-current Assets 2. Current Assets (a) Inventories 8 (b) Financial assets (i) Investments (ii) Trade receivables 9 (iii) Cash and cash equivalents 10 (iv) Bank balances other than (iii) above 11 (v) Loans 12 (vi) Other fnancial assets 13 (c) Current tax assets (Net) 14 (d) Other current assets 15 Total Current Assets Total Assets II. EQUITY AND LIABILITIES Equity (a) Equity share capital 16 (b) Other Equity 17 Total Equity	21.18 27.66 - - - - - - 0.06 0.13 - - 7.73 39.03 0.11 0.11 - - - - 9.37 9.36 - - 26.41 30.55
	64.86 106.84
	94.91 97.17 - - 993.15 1,134.61 19.90 17.26 42.38 42.34 0.14 0.26 13.16 12.01 7.90 13.52 110.25 96.23
	1,281.80 1,413.42

	1,346.66 1,520.27
	1,333.59 1,333.59 (907.01) (762.11)
	426.58 571.48

VXL Instruments Limited

BALANCE SHEET AS AT 31st MARCH, 2023 (Cont...)

	(Amount in INR Lakhs)
Particulars Note No.	As at As at March 31, 2023 March 31, 2022
LIABILITIES (1) Non-current Liabilities (a) Financial Liabilities (i) Borrowings 18 (ia) Lease liabilities 19 (b) Provisions 20 (c) Deferred tax liabilities (Net) (d) Other non-current liabilities Total Non-current Liabilities (2) Current liabilities (a) Financial liabilities (i) Borrowings 21 (ia) Lease liabilities 22 (ii) Trade payables (a) Total outstanding dues of Micro Enterprises and Small Enterprises 23(a) (b) Total outstanding dues of Creditors other than Micro Enterprises and Small Enterprises 23(b) (iii) Other fnancial liabilities 24 (b) Other current liabilities 25 (c) Provisions 26 (d) Contract Liabilities 27 (e) Current Tax Liabilities Total Current Liabilities Total Liabilities	121.60 128.60 - 10.15 52.89 54.54 - - - -
	174.49 193.29
	0.85 0.88 9.53 31.79 0.20 3.07 497.25 473.81 170.47 187.78 42.86 38.39 24.44 19.20 - 0.58 - -
	745.59 755.50
	920.08 948.79

Total Equity and Liabilities	1,346.66 1,520.27

Notes on Accounts forming part of Financial Statements in

For and on behalf of the Board

As per our report attached of even date For YCRJ & ASSOCIATES Chartered Accountants Firm's Registration No: 006927S

Kiran Kumar S Partner M. No. 235252

Shruti Bhuwania M. V. Shetty Director Wholetime Director DIN : 06630867 DIN : 00515711

Place: Bengaluru Date: 26-05-2023 Hema Thakur Kiran Mahesh Kumar K V UDIN:23235252BGVUNG9498 Director Chief Financial Officer DIN : 01363454

37 Annual Report 2022 - 2023

31st March 2023

Statement of proft and loss for the year ended March 2023 st 31	Statement of proft and loss for the year ended March 2023 st 31
(Amount in INR Lakhs - Except EPS)
Note No. For the year ended March 31, 2023 For the year ended March 31, 2022
Income I. Revenue from operations 28 II. Other income 29 III. Total Income IV. Expenses Cost of materials consumed 30 Purchase of stock-in-trade Changes (Increase) / Decrease in inventories of fnished goods, stock-in-trade and work-in-progress 31 Employee benefts expenses 32 Finance Costs 33 Depreciation & Amortisation expense 34 Other Expenses 35 Total expenses V. Proft before exceptional items and tax expense (III-IV) VI. Exceptional items 36 VII. Proft/(loss) before tax (V-VI) Tax expense (i) Current tax (ii) MAT credit entitlement : Current Year Previous Year (iii) Deferred tax Total Tax expense Proft/(loss) for the period from continuing operations (VII-VIII) VIII. IX	857.00 1,331.65 60.07 25.64
	917.07 1,357.29
	618.53 786.41 - - (41.41) 14.28 332.30 350.11 15.01 17.37 37.97 39.01 155.20 169.21
	1,117.61 1,376.37
	(200.54) (19.09) 50.22 -
	(150.31) (19.09)
	- - - - - (9.42) - -
	- (9.42)
	(150.31) (9.67)

VXL Instruments Limited

31st March 2023 (Cont...)

St	atement of proft and loss for the year ended March 2023 (Cont...) st 31	atement of proft and loss for the year ended March 2023 (Cont...) st 31
	(Amount in INR Lakhs)
	March 31, 2023 March 31, 2022 For the year ended For the year ended
X. XI.	Other Comprehensive Income 37 Items that will not be re-classifed to Proft & Loss Statement (a) Re-measurement of Defned Beneft Plans 37(a) Items that will be re-classifed to Proft & Loss Statement (a)Fair Value Adjustments 37(b) Total other comprehensive income Total comprehensive income for the period Earnings per equity share (Face Value ₹ 10/- per share) (1) Basic (in Rs.) (2) Diluted (in Rs.)	- - 5.42 3.15 - -
		5.42 3.15
		(144.90) (6.52)
		(1.09) (0.05) (1.09) (0.05)

For and on behalf of the Board

As per our report attached of even date For YCRJ & ASSOCIATES Chartered Accountants Firm's Registration No: 006927S

Kiran Kumar S Partner M. No. 235252

Shruti Bhuwania M. V. Shetty Director Wholetime Director DIN : 06630867 DIN : 00515711

Place: Bengaluru Date: 26-05-2023 UDIN:23235252BGVUNG9498

Hema Thakur Kiran Mahesh Kumar K V Director Chief Financial Officer DIN : 01363454

37th Annual Report 2022 - 2023

Statement of Cash Flows for the year ended 31st March 2023

Statement of Cash Flows for the year ended March 2 st 31	023
	(Amount in INR Lakhs)
	2022-23 2021-22
A Net proft / (loss) before tax Adjustment for : Interest income Depreciation and Amortisation Forex gain Interest expense Bad debts Reversal of Excess Provision Other Non-Operating Incomes/Expenses Operating proft before working capital changes Adjustments for: Increase / (Decrease) in other non-current fnancial liabilities Increase / (Decrease) in long term provisions Increase / (Decrease) in Trade payables Increase / (Decrease) in other current fnancial liabilities Increase / (Decrease) in short term provisions Increase / (Decrease) in other current liabilities (Increase) / Decrease in other non-current fnancial assets (Increase) / Decrease in other non-current assets (Increase) / Decrease in Inventories (Increase) / Decrease in Trade receivables & Contract Assets (Increase) / Decrease in Other bank balance (Increase) / Decrease in Loans-Current (Increase) / Decrease in other current fnancial asset (Increase) / Decrease in other current assets Net cash generated from/(used in) operating activities Direct taxes paid Net Cash(used in)/generated from Operating Activities B Cash fow from investing activities Interest received Purchase of Property, plant and equipment Purchase of Other Intangible Assets Proceeds from sale of fxed assets Net cash (used in)/generated from investing activities	(150.31) (19.09) (4.14) (3.17) 37.97 39.01 (45.67) (15.94) 14.47 16.66 0.04 - (50.22) (9.43) (5.00) -
	(207.30) 12.47 (10.15) 10.15 (1.65) 5.21 20.57 47.53 (30.14) 2.14 5.24 1.50 54.11 (107.70) (0.02) (0.53) 9.56 (1.00) 2.27 31.48 187.10 (172.08) (0.04) (1.97) 0.11 (0.07) (1.15) 7.93 (8.40) 142.08
	20.11 (22.84) - 9.42
	20.11 (13.42)
	4.14 3.17 (0.11) (0.35) - (28.88) - -
	4.03 (26.06)

VXL Instruments Limited

Statement of Cash Flows for the year ended 31st March 2023 (Cont...)

Statement of Cash Flows for the year ended March 2 st 31	023 (Cont...)
	(Amount in INR Lakhs)
	2022-23 2021-22
C Cash fow from fnancing activities Proceeds/(Repayment) from long term borrowings Interest paid Net cash (used in)/generated from fnancing activities Net increase / (decrease) in cash and cash equivalents (A+B+C) Cash and cash equivalents as at the beginning of the year Cash and cash equivalents as at the end of the year	(7.00) (10.00) (14.51) (18.43)
	(21.51) (28.43)
	2.64 (67.91) 17.26 85.17
	19.90 17.26

Notes:

Cash and cash equivalents represent cash and bank balances.

For and on behalf of the Board

As per our report attached of even date For YCRJ & ASSOCIATES Chartered Accountants Firm's Registration No: 006927S

Kiran Kumar S Partner M. No. 235252

Shruti Bhuwania M. V. Shetty Director Wholetime Director DIN : 06630867 DIN : 00515711

Place: Bengaluru Date: 26-05-2023 UDIN:23235252BGVUNG9498

Hema Thakur Kiran Mahesh Kumar K V Director Chief Financial Officer DIN : 01363454

37th Annual Report 2022 - 2023

a. Equity share capital

a. Equity share capital	a. Equity share capital	a. Equity share capital	a. Equity share capital	a. Equity share capital
(1) Current reporting period (Amount in INR Lakhs)
Balance at the beginning of the current reporting period	Changes in Equity Share Capital due to prior period errors	Restated balance at the beginning of the current reporting period	Changes in equity share capital during the current year	Balance at the end of the current reporting period
1,332.48	-	-	-	1,332.48

(2) Previous reporting period

(2) Previous reporting period
Balance at the beginning of the current reporting period	Changes in Equity Share Capital due to prior period errors	Restated balance at the beginning of the current reporting period	Changes in equity share capital during the current year	Balance at the end of the current reporting period
1,332.48	-	-	-	1,332.48

B.Other Equity

(1) Current reporting period

(Amount in INR Lakhs)

	Capital Reserve	Securities Premium	Other Reserves (General Reserve)	Statement of Proft & Loss	Revaluation Surplus	Other items of Other Comprehensive Income (specify nature)	Total
Balance at the beginning of the current reporting period	20.54	1,373.26	1,538.21	33,048.88	-	(36,743.00)	(762.11)
Total Comprehensive Income for the currentyear	-	-	-	(150.31)	-	5.42	(144.90)
Balance at the end of the current reporting period	20.54	1,373.26	1,538.21	32,898.57	-	(36,737.58)	(907.01)

(2) Previous reporting period

	Capital Reserve	Securities Premium	Other Reserves (General Reserve)	Statement of Proft & Loss	Revaluation Surplus	Other items of Other Comprehensive Income (specify nature)	Total
Balance at the beginning of the current reporting period	20.54	1,373.26	1,538.21	(3,687.22)	-	(0.37)	(755.59)
Total Comprehensive Income for the currentyear	-	-	-	(9.67)	-	3.15	(6.52)
Balance at the end of the current reporting period	20.54	1,373.26	1,538.21	(3,696.89)	-	2.78	(762.11)

VXL Instruments Limited

a. Equity share capital (Cont...)

Notes :

(a) Revaluation reserve is created by revaluation of fixed assets before 1st April 2016. This reserve cannot be utilised for distribution as dividend or for issue of bonus shares.
(b) Securities Premium: This is the premium VXL has received on issue of equity shares from time to time.
the provisions of the Act to distribute among the shareholders by way of dividend or by way of issue of bonus shares etc., after setting off accumulated loss.

As per our report attached of even date For YCRJ & ASSOCIATES Chartered Accountants Firm's Registration No: 006927S

Kiran Kumar S

Shruti Bhuwania Director DIN : 06630867

M. V. Shetty Wholetime Director DIN : 00515711

Partner M. No. 235252

Place: Bengaluru Date: 26-05-2023 UDIN:23235252BGVUNG9498

Hema Thakur Kiran Mahesh Kumar K V Director Chief Financial Officer DIN : 01363454

37th Annual Report 2022 - 2023

Carrying Amount	As at March 31, 2023		5.50	2.42	1.86	1.92	9.48	21.18	Carrying Amount	As at March 31, 2022		6.44	3.80	2.46	2.58	12.39	27.66	Carrying Amount	As at March 31, 2023	0.06	0.06	Carrying Amount	As at March 31, 2022	0.13	0.13
Accumulated depreciation	Balance at March 31, 2023		10.19	30.25	41.77	31.07	29.83	143.10	Accumulated depreciation	Balance at March 31, 2022		9.26	28.87	41.06	30.40	26.92	136.51	Accumulated Amortization and impairment	Balance at March 31, 2023	5.39	5.39	Accumulated Amortization and impairment	Balance at March 31, 2022	5.32	5.32
	Discarded		-	-	-	-	-	-		Discarded		-	-	-	-	-	-		Impairment	-	-		Impairment	-	-
	Disposals		-	-	-	-	-	-		Disposals		-	-	-	-	-	-		Disposals	-	-		Disposals	-	-
	Depreciation expense		0.93	1.38	0.71	0.66	2.91	6.59		Depreciation expense		1.03	1.38	1.21	0.78	3.16	7.56		Amortization expense	0.07	0.07		Amortization expense	0.15	0.15
	Balance as at April 1, 2022		9.26	28.87	41.06	30.40	26.92	136.51		Balance as at April 1, 2021		8.23	27.48	39.85	29.63	23.76	128.95		Balance as at April 1, 2022	5.32	5.32		Balance as at April 1, 2021	5.17	5.17
Cost or Deemed cost	Balance at March 31, 2023		15.70	32.67	43.63	32.99	39.31	164.28	Cost or Deemed cost	Balance at March 31, 2022		15.70	32.67	43.52	32.99	39.31	164.17	Cost or Deemed cost	Balance at March 31, 2023	5.45	5.45	Cost or Deemed cost	Balance at March 31, 2022	5.45	5.45
	Discarded		-	-	-	-	-	-		Discarded		-	-	-	-	-	-		Impairment	-	-		Impairment	-	-
	Disposals		-	-	-	-	-	-		Disposals		-	-	-	-	-	-		Disposals	-	-		Disposals	-	-
	Additions		-	-	0.11	-	-	0.11		Additions		-	-	-	-	0.35	0.35		Additions	-	-		Additions	-	-
	Balance as at April 1, 2022		15.70	32.67	43.52	32.99	39.31	164.17		Balance as at April 1, 2021		15.70	32.67	43.52	32.99	38.96	163.83		Balance as at April 1, 2022	5.45	5.45		Balance as at April 1, 2021	5.45	5.45
	Particulars	Property, Plant and Equipment	Plant & Machinery	Motor Vehicles	Ofce Equipment	Computers	Furniture & Fittings	Total		Particulars	Property, Plant and Equipment	Plant & Machinery	Motor Vehicles	Ofce Equipment	Computers	Furniture & Fittings	Total	Particulars		Software License	Total	Particulars		Software License	Total

VXL Instruments Limited

st March 2023

st Notes to fnancial statements for the Year ended 31 March 2023	st Notes to fnancial statements for the Year ended 31 March 2023	st Notes to fnancial statements for the Year ended 31 March 2023
(Amount in INR Lakhs) 3 Right of Use Asset (ROU)
Particulars	As at March 31, 2023	As at March 31, 2022
Right of Use Asset Less : Accumulated Amortization	78.63 70.90	78.63 39.59
Total of ROU	7.73	39.03
4 Investments
Particulars	As at March 31, 2023	As at March 31, 2022
Investment in equity instruments (a) VXL Instruments Limited, UK 1,08,000 equity shares of par value 1 GBP each, fully paid up (a subsidiary of the Company with 60% holding) Less: Provision for diminution in value of Investments	51.69 51.69	51.69 51.69
Carrying Amount	-	-
(b) ELCIA ESDN CLUSTER 1,100 equity shares of ELCIA ESDN Cluster of par value of Rs. 10, fully paid up	0.11	0.11
Carrying Amount	0.11	0.11
Total Carrying Amount of Investments	0.11	0.11
Basis of valuation 1. Investments are stated at cost. 5 Trade Receivables
Particulars	As at March 31, 2023	As at March 31, 2022
Credit Impaired- (a) Receivable from related parties : VXL Instruments Ltd-UK (b) Others-Credit Impaired-	461.72 16.24	461.72 16.24
Total	477.96	477.96
Less : Allowance for Bad and doubtful debts	477.96	477.96
Total	-	-
Trade receivables ageing schedule for the year ended a s on March 31, 2023
Particulars	More than 3 years	Total
(iii) Undisputed Trade Receivables–credit impaired	477.96	477.96
Trade receivables ageing schedule for the year ended a s on March 31, 2022
Particulars	More than 3 years	Total
(iii) Undisputed Trade Receivables–credit impaired	477.96	477.96
6 Other fnancial assets
Particulars	As at March 31, 2023	As at March 31, 2022
(i) Security Deposits Rental deposits Others Deposits	8.70 0.23	8.13 0.79
Total of (a)	8.93	8.92
(ii) Bank deposits with more than 12 months maturity Bank Deposits with maturity more than 12 months	0.44	0.44
Total of (b)	0.44	0.44
Total	9.37	9.36

37th Annual Report 2022 - 2023

st March 2023

7 Other non-current assets

	Particulars	As at March 31, 2023	As at March 31, 2022
	(a) Deposits with statutory authorities : CBEC (b) Balances receivable from Government authorities : Income tax refundable	26.41 -	26.41 4.14
	Total	26.41	30.55

8 Inventories

Particulars	As at March 31, 2023	As at March 31, 2022
Raw Materials Finished Goods	52.47 42.44	96.14 1.03
Total	94.91	97.17

9 Trade receivables

Trade receivables
Particulars	As at March 31, 2023	As at March 31, 2022
Undisputed Trade Receivables-Considered good Receivable from related parties Receivable from others	- 993.15	50.62 1,083.99
Total	993.15	1,134.61

Trade Receivable ageing schedule:

As on 31 March 2023:

Particulars	Outstanding for following period from due date ofpayment	Outstanding for following period from due date ofpayment	Outstanding for following period from due date ofpayment	Outstanding for following period from due date ofpayment	Outstanding for following period from due date ofpayment	Total
	Less than 6 months	6 months - 1 year	1-2 years	2-3 years	More than 3 years
(i) Undisputed Trade Receivables-Considered good	62.03	127.41	222.12	232.23	349.36	993.15
(ii) Undisputed Trade Receivables - which have signifcant increase in credit risk	-	-	-	-	-	-
(iii) Undisputed Trade Receivables-Credit Impaired	-	-	-	-	-	-
(iv) Disputed Trade Receivables-Considered Good	-	-	-	-	-	-
(v) Disputed Trade Receivables - which have signifcant increase in credit risk	-	-	-	-	-	-
(vi) Disputed Trade Receivables-Credit Impaired	-	-	-	-	-	-
Total	62.03	127.41	222.12	232.23	349.36	993.15

As on 31 March 2022:

Particulars	Outstanding for following period from due date ofpayment	Outstanding for following period from due date ofpayment	Outstanding for following period from due date ofpayment	Outstanding for following period from due date ofpayment	Outstanding for following period from due date ofpayment	Total
	Less than 6 months	6 months - 1 year	1-2 years	2-3 years	More than 3 years
(i) Undisputed Trade Receivables-Considered good	323.53	73.12	247.39	490.58	-	1,134.61
(ii) Undisputed Trade Receivables - which have signifcant increase in credit risk	-	-	-	-	-	-
(iii) Undisputed Trade Receivables-Credit Impaired	-	-	-	-	-	-
(iv) Disputed Trade Receivables-Considered Good	-	-	-	-	-	-
(v) Disputed Trade Receivables - which have signifcant increase in credit risk	-	-	-	-	-	-
(vi) Disputed Trade Receivables-Credit Impaired	-	-	-	-	-	-
Total	323.53	73.12	247.39	490.58	-	1,134.61

VXL Instruments Limited

10 Cash and Cash Equivalents
Particulars
As at
March 31, 2023
As at
March 31, 2022
A) Balances with Banks
i) In Current account with scheduled bank
19.65
17.00
ii) In Deposit Accounts (Having Maturity less than 3
Months)
-
-
iii) In Foreign currency with foreign bank
-
-
B) Cash in hand
-
i) In Indian rupee
0.25
0.26
ii)In Foreign currency
-
Total
19.90
17.26
11 Bank balances(other than Note 10 above)
Particulars
As at
March 31, 2023
As at
March 31, 2022
In deposits with scheduled bank (with maturity of more than
three month but less than 12 months)
42.38
42.34
Total
42.38
42.34
12 Loans
Particulars
As at
March 31, 2023
As at
March 31, 2022
Unsecured Considered Good
Employees & Other Advances
10.55
10.66
Less : Allowance for bad & doubtful loans
(10.41)
(10.41)
Total
0.14
0.26
13 Other Financial Assets
Particulars
As at
March 31, 2023
As at
March 31, 2022
(a) Secured-Considered Good
Interest accrued but not due on deposits
1.61
1.35
(b) Security Deposits -Unsecured Considered Good
Rental Deposit
11.30
10.41
Other Deposits
0.25
0.25
Total
13.16
12.01
14 Current Tax Asset(Net)
Particulars
As at
March 31, 2023
As at
March 31, 2022
TDS on Immovable Property
7.50
7.50
TDS on others
0.40
6.02
Total
7.90
13.52
15 Other Current Assets
Particulars
As at
March 31, 2023
As at
March 31, 2022
(a) Advances to Suppliers - Other than Capital Advances
-
-
(b) Bank balance against Bank guarantee issued
-
-
(c) Bank balance - Employees Gratuity
0.90
1.95
(d) Prepaid Expenses
4.89
6.14
(e) Receivables from High Court Order
-
-
(f)Balances with Government authorities:

GST Input credit
103.79
87.63
(g) Others Balance
0.67
0.51
Total
110.25
96.23

37th Annual Report 2022 - 2023

st March 2023

(Amount in INR Lakhs) Equity Share Capital	(Amount in INR Lakhs) Equity Share Capital	(Amount in INR Lakhs) Equity Share Capital
Particulars	As at March 31, 2023	As at March 31, 2022
Note: 1 SHARE CAPITAL AUTHORISED: 1,50,00,000 EquityShares of Rs.10/- each	1,500.00	1,500.00
Total	1,500.00	1,500.00
ISSUED : 1,33,50,000 Equity Shares of Rs.10/- each Subscribed and fully paid-up 1,33,24,800 Equity Shares of Rs.10/- each Share Forfeited Account	1,335.00 1,332.48 1.11	1,335.00 1,332.48 1.11
Total	1,333.59	1,333.59

16 Equity Share Capital

Foot Notes:

i. Reconciliation of the number of shares outstanding at the beginning and as on 31st March 2023 Equity Share

Particulars	As at March 31, 2023	As at March 31, 2023	As at March 31, 2022	As at March 31, 2022
	Number	Amount in Rs.	Number	Amount in Rs.
Number of equity shares at the beginning of the Year Add: Equity shares issued during the year Less : Shares bought back duringtheyear	1,33,24,800 - -	1,332.48 - -	1,33,24,800 - -	1,332.48 - -
Number of equity shares at the end of the Year	1,33,24,800	1,332.48	1,33,24,800	1,332.48

ii Terms and rights attached to equity shares

The Company has only one class of equity shares having par value of Rs. 10 per share. Each holder of an equity share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of share holders in the Annual General Meeting.

During the year ended 31st March' 2023, the Company has not declared any dividend.

In the event of liquidation of the Company the holders of the equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferencial amounts in the proportion to number of equity shares held by the shareholders.

iii. Details of shareholders holding more than 5% shares in the Company

Name of the Shareholder	As at March 31, 2023	As at March 31, 2023	As at March 31, 2022	As at March 31, 2022
	No. of shares held	% of Holding	No. of shares held	% of Holding
(A) Avishek Suhasaria (B) Nitesh Juthani (C) Aurotech Technologies Dmcc (D) Daymount Ltd (E) Priya Ltd	29,50,000 19,25,000 19,25,000 7,85,600 9,00,000	22.14% 14.45% 14.45% 5.90% 6.75%	29,50,000 19,25,000 19,25,000 7,85,600 9,00,000	22.14% 14.45% 14.45% 5.90% 6.75%
Total	84,85,600	63.68%	84,85,600	63.68%

VXL Instruments Limited

st March 2023

iv. Details of shares held by promoters

Shares Held by the Promoters at the end of March 31, 2023

Name	No of Shares	% of Total Shares	% Change during theyear
A) Equity Shares
Arvind Vithal Kasargod	100	0.001%	-
Deviyani Dcruz	9,057	0.068%	-
Laxmi Mundkur	3,54,570	2.661%	(12)%
Pravina V Shetty	2,79,880	2.100%	6%
Jayalakshmi Shyam	2,97,050	2.229%	1,730%
Rishabh Shetty	26,236	0.197%	(13)%
Netra Shyam	77,820	0.584%	100%

Shares held by the Promoter at the end March 31, 2022

Name	No of Shares	% of Total Shares	% Change during the year
A) Equity Shares
M V Nagaraj	-	-	100%
Arvind Vithal Kasargod	100	0.001%	-
Deviyani Dcruz	9,057	0.068%	-
M V Shetty	-	-	100%
Laxmi Mundkur	4,00,740	3.007%	-
Pravina V Shetty	2,63,880	1.980%	-
Jayalakshmi Shyam	16,235	0.122%	-
Kumar Shyam	3,87,900	2.911%	-
Rishabh Shetty	30,020	0.225%	99.67%
Ridhima Shetty	16,000	0.120%	-

17 Other Equity

17 Other Equity
Particulars	As at March 31, 2023	As at March 31, 2022
(a) Capital Reserve (b) Revaluation Surplus (c )Securities Premium (d) Other Reserves -General Reserve (e) Surplus / (Defcit) in Statement of Proft & Loss Account	20.54 - 1,373.26 1,538.21 (3,839.01)	20.54 - 1,373.26 1,538.21 (3,694.12)
Total	(907.01)	(762.11)

18 Borrowings

(e) Surplus / (Defcit) in Statement of Proft & Loss Account Total 18 Borrowings	(3,839.01) (907.01)	(3,694.12) (762.11)
Particulars	As at March 31, 2023	As at March 31, 2022
Borrowings From related party (Refer Note-1 below) Inter Corporate Deposit with Priya International Limited Borrowings from relatedparty Secured (a)Term Loan From Bank (Refer Note-1 below) Less: Instalments of term loan payable within a year	121.60 - -	- 128.60 - -
	121.60	128.60
Total	121.60	128.60

Notes

Loans and advances from related parties are due for repayment during September 2024.

37th Annual Report 2022 - 2023

st March 2023

st Notes to fnancial statements for the Year ended 31 March 2023	st Notes to fnancial statements for the Year ended 31 March 2023	st Notes to fnancial statements for the Year ended 31 March 2023
19 Lease liabilities - Non Current (Amount in INR Lakhs)
Particulars	As at March 31, 2023	As at March 31, 2022
Lease Liability	-	10.15
Total	-	10.15
20 Provisions (Non Current)
Particulars	As at March 31, 2023	As at March 31, 2022
Provision for employee benefts (a) Gratuity (b)Leave Benefts	25.81 27.09	26.96 27.58
Total	52.89	54.54
21 Borrowings
Particulars	As at March 31, 2023	As at March 31, 2022
Interest Payable on Inter Corporate Deposit	0.85	0.88
Total	0.85	0.88
22 Lease Liabilities - Current
Particulars	As at March 31, 2023	As at March 31, 2022
Lease Liability	9.53	31.79
Total	9.53	31.79
23 Trade Payables
Particulars	As at March 31, 2023	As at March 31, 2022
(a)Total outstandingdues of Micro Enterprises and Small Enterprises	0.20	3.07
(b) Total outstanding dues of Creditors other than Micro Enterprises and Small Enterprises- Payable to related Parties Payable to other than Related Parties (c ) Disputed Dues MSME (d)Disputed Dues - Others	0.10 497.14 - -	0.10 473.70 - -
Total of (b)	497.25	473.81

Trade Payable ageing schedule:

As on 31 March 2023:

Trade Payable ageing schedule: As on 31 March 2023:
Particulars	Outstanding for following period from due date of payment
	Less than 1 Year	1-2years	2-3years	More than 3years
(i)MSME	0.20	-	-	-
(ii)Others	134.53	10.63	1.37	350.73
(iii)Disputed dues - MSME	-	-	-	-
(iv)Disputed dues -Others	-	-	-	-
Total	134.73	10.63	1.37	350.73

VXL Instruments Limited

st March 2023

st March 2022:

As on 31

(Amount in INR Lakhs)

st As on 31 March 2022:	(Amount in INR Lakhs)	(Amount in INR Lakhs)	(Amount in INR Lakhs)	(Amount in INR Lakhs)
Particulars	Outstanding for following period from due date ofpayment
	Less than 1 Year	1-2years	2-3years	More than 3 Year
(i)MSME	3.07	-	-	-
(ii) Others	115.36	5.42	304.96	48.07
(iii)Disputed dues- MSME	-	-	-	-
(iv)Disputed dues-Others	-	-	-	-
Total	118.43	5.42	304.96	48.07

24 Other Financial liabilities

Total 118.43 24 Other Financial liabilities	5.42 304	.96 48.07
Particulars	As at March 31, 2023	As at March 31, 2022
(a) Advances from related parties (b) Outstanding Liabilities for Expenses Salary Payable Incentive/Bonus payable Other Outstanding Liabilities (c)Book Overdraft/cheques issued but not deposited	46.05 100.80 3.31 20.31 -	- 114.98 3.25 69.55 -
Total	170.47	187.78

25 Other current liabilities

	Particulars	As at March 31, 2023	As at March 31, 2022
(a) (b)	StatutoryLiabilities Payables : Professional Tax Payable TDS Payable TCS Payable GST payable EPF Payable ESI payable Others	0.07 24.30 0.09 0.19 2.62 0.07 15.51	0.08 10.76 - 2.39 2.64 0.07 22.44
Total		42.86	38.39

26 Provisions (Current)

26 Provisions (Current) Total	42.86	38.39
Particulars	As at March 31, 2023	As at March 31, 2022
(a) Provision for Income Tax & Interest thereon (c) Provision for employee benefts : Leave Benefts (b) Provision for Expenses	- 24.44 -	- 19.05 0.15
Total	24.44	19.20

37th Annual Report 2022 - 2023

st March 2023

(Amount in INR Lakhs)

27 Contract Liabilities

27 Contract Liabilities
Particulars	As at March 31, 2023	As at March 31, 2022
Contract Liability	-	0.58
Total	-	0.58

28 Revenue From Operations

28 Revenue From Operations
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Sale of Products - Data Processing Units Inland sales Export sales Other Operating Revenue AMC / Repair Services	644.75 188.22 24.03	958.36 299.35 73.94
Total	857.00	1,331.65

29 Other Income

29 Other Income
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Interest Income on Bank Deposits Interest Income on Others Exchange Fluctuation Other non-operating Income Reversal of Excess Provision/No Longerpayables	2.42 1.72 45.67 0.83 9.43	2.16 1.00 15.94 1.53 5.00
Total	60.07	25.64

30 Cost of materials consumed

30 Cost of materials consumed
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Raw materials Packing Materials	618.25 0.28	786.27 0.14
Total	618.53	786.41

VXL Instruments Limited

st March 2023

31 Changes (Increase) / Decrease in inventories of fnished	goods, work-in-progr	ess and Stock-in-Trade
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Inventories at the beginning of the year (a) Work in Progress (b) Finished Goods (c) Stock-in-Trade Total Inventories at the end of the year (a) Work in Progress (b) Finished Goods (c) Stock-in-Trade Total	- 1.03 - 1.03 - 42.44 - 42.44	- 15.31 - 15.31 - 1.03 - 1.03
Changes (Increase) / Decrease in inventories of fnished goods, work-in-progress and Stock-in-Trade	(41.41)	14.28
32 Employee Benefts Expenses
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Salaries & Wages (Other than Directors) Director's Remuneration Leave Encashment Provident Fund, EDLI & ESI (including administration charges) Gratuity Others Staf welfareExpenses	262.76 28.79 4.90 16.58 6.10 - 13.17	288.75 25.79 1.76 16.66 6.70 - 10.43
Total	332.30	350.11

32 33 Finance Cost

Total 33 Finance Cost	332.30	350.11
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Interest Cost : Interest - on Inter Corporate Deposit Interest - Others Bank Charges	11.54 2.94 0.54	11.66 5.00 0.71
Total	15.01	17.37

34 Depreciation and Amortisation

34 Depreciation and Amortisation
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Amortisation Depreciation	31.37 6.59	31.45 7.56
Total	37.97	39.01

37th Annual Report 2022 - 2023

st March 2023

No	st tes to fnancial statements for the Year ended 31 March 2023	st tes to fnancial statements for the Year ended 31 March 2023	st tes to fnancial statements for the Year ended 31 March 2023
35	Other Expenses (Amount in INR Lakhs)
	Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	Consumption of Stores & Spare parts Power , Water and Fuel Rent Repairs & Maintenance - Buildings Repairs & Maintenance - Plant & Machinery Repairs & Maintenance - Vehicles Repairs & Maintenance - Others Insurance Rates & Taxes Remuneration to Auditors : Towards Audit Fees Towards Expenses Consultancy /Professional Charges Testing and Certifcation charges Software maintenance Charges Freight & Forwarding Charges: Clearing Charges Freight Outwards-Domestic Freight Outwards-Overseas Transportation Charges Travelling expenses Telephone/Internet Exp. Postage / courier charges Directors' Sitting Fees Advertisement / Sales Promotion / Brokerage / Post sales support Warranty Expenses Service charges - Thin client Stock Exchange Listing fees Maintenance Exp. Printing & Stationery Security services MSME -Interest Manpower Hire Charges Miscellaneous Exp.	7.51 6.88 14.22 0.06 0.39 5.49 4.40 5.54 11.19 2.90 0.08 30.52 1.04 0.70 0.03 1.49 0.02 - 14.90 6.10 5.53 1.56 3.80 - 0.86 3.00 6.53 0.99 4.13 0.07 12.00 3.28	4.40 7.76 22.15 0.48 0.14 5.38 2.90 8.47 9.66 2.90 - 33.12 0.54 0.71 0.16 4.19 5.01 0.02 11.31 6.69 4.28 1.93 2.57 6.98 0.46 3.00 6.32 0.81 3.38 0.25 11.62 1.62
	Total	155.20	169.21
36	Exceptional items
	Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
	Reversal of Excess Provision	50.22	-
	Total	50.22	-

VXL Instruments Limited

st

March 2023

(Amount in INR Lakhs)

37 Other Comprehensive Income

Other Comprehensive Income
Particulars	For the year ended March 31, 2023	For the year ended March 31, 2022
Items that will not be re-classifed to Proft & Loss Statement (a)Re-measurement of Defned Beneft Obligations/Assets: Gratuity-	(5.42)	(3.15)
(a)
Total	(5.42)	(3.15)
Items that will be re-classifed to Proft & Loss Statement (b)Fair Value Adjustment through Other Comprehensive Income: Fair ValueAdjustment of Interest-freeRental Deposit	-	-
(b)
Total	-	-

Note 38 - Ratios

Financial Ratios:

The following are analytical ratios for the year ended March 31, 2023 and March 31, 2022

Particulars	Numerator	Denominator	st 31 March 2023	st 31 March 2022	Variance
Liquidity Ratio
(a)Current Ratio	Current assets	Current liabilities	1.72	1.87	(8.11%)

SolvencyRatio
(b)Debt – EquityRatio	Total Debt(1)	Shareholder’s Equity	0.29	0.23	26.67%

(c)Debt Service Coverage Ratio	Earnings available for debt service(2)	Debt(3)	(0.80)	0.36	320.37%

ProftabilityRatio
(d)Return on EquityRatio(ROE)	Net Profts after taxes	Average Shareholder’s Equity	(0.08)	0.00	1,690.43%

(e)Inventoryturnover ratio	Total Turnover	Average Inventories	2.23	2.95	(24.34)%

(f)Trade Receivables Turnover Ratio	Revenue	Average Trade Receivable	0.22	0.32	(33.41)%

(g)Trade Payables Turnover Ratio	Credit Purchases	Average Trade Payables	0.32	0.43	(25.56)%

(h)Net Capital Turnover Ratio	Revenue	WorkingCapital	1.71	2.06	(17.10)%

(i)Netproft Ratio	Net Proft	Revenue	(0.16)	(0.01)	2,200.83%

(j)Return on capital employed(ROCE)	Earningbefore interest and taxes	Capital Employed(4)	(0.43)	0.00	15,105.89%

(k)Return on Investment(ROI)
Unquoted	Incomegenerated from investments	Time weighted average investments	0.00	0.00	0.00%
Quoted	Incomegenerated from investments	Time weighted average investments	0.00	0.00	0.00%

(1) Debt represents Inter Corporate Deposits

(3) Inter Corporate Deposit

(4) Tangible net worth + deferred tax liabilities + Lease Liabilities

37th Annual Report 2022 - 2023

1. Debt-Equity Ratio:

resulted in reduction of other equity

2. Debt Service Coverage Ratio:

resulted in reduction of other equity

3. Return on Equity Ratio:

4. Trade receivables turnover ratio:

Due to reduction in turnover

5. Trade Payables Turnover Ratio:

Turnover Ratio

has resulted in reduced net profit ratio

7. Return on Capital employed:

Due to increase in loss

VXL Instruments Limited

1 Company Overview :

VXL Instruments Limited is a Public Limited Company listed in BSE Ltd. The Company is engaged in the business of manufacture and trading of data processing units and development of software.

2 Disclosures pursuant to Ind AS 1 - "Presentation of Financial Statements”

For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maximise shareholder value.

3 Disclosures pursuant to Ind AS 115-"Revenue from Contracts with Customers"

Sale of Goods: Revenue is recognised when a promise in a customer contract (performance obligation) has been satisfied by transferring control over the promised goods to the customer. Control over a promised goods refers to the ability to direct the use of, and obtain substantially all of the remaining benefits from, those goods. Control is usually transferred upon shipment, delivery to, upon receipt of goods by the customer, in accordance with the delivery and acceptance terms agreed with the customers. The amount of revenue to be recognised (transaction price) is based on the consideration expected to be received in exchange for goods, excluding amounts collected on behalf of third parties such as goods and services tax or other taxes directly linked to sales. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on their relative stand-alone selling prices. Revenue from product sales are recorded net of allowances for estimated rebates, cash discounts and estimates of product returns, all of which are established at the time of sale.

Sale of Services (Licenses) : Revenue from licenses where the customer obtains a "right to use" the licenses is recognized at the time the license is made available to the customer. Revenue from licenses where the customer obtains a "right to access" is recognized over the access period.

4 Disclosure pursuant to Ind AS 12 - "Income taxes”

standard as there is no taxable income.

Provision for Income Tax has been created in accordance with the provisions of Income Tax Act, 1961.

(a) Leave Salary :

The Company has made provision for leave salary on actuarial valuation basis using the Project Unit Credit Method as per Ind AS 19. These being retirement benefits, an obligation to pay these amounts might arise at the time of resignation / superannuation of the employees. There is no reimbursement receivable against these obligations. (Amount in INR Lakhs)


these obligations. (Amount in INR Lakhs)
Particulars	As at March 31, 2023	As at March 31, 2022
Number of employees Average age (years) Average remaining working life (years) Present Value of the Obligation at the Beginning Expenses Recognized in Income Statement Expenses capitalized/ Impariment to Intangible Assets Under Development Benefts Paid Present Value of the Obligation at the End Current liability Non-Current liability	40 50 9 46.63 4.90 - - 51.52 24.44 27.09	44 47 11 45.15 1.76 - (0.28) 46.63 19.05 27.58
Financial Assumptions Discount rate (per annum) Salary growth rate(per annum)	7.30% 7.00%	6.90% 7.00%

37[th] Annual Report 2022 - 2023

	Demographic Assumptions Mortality Rate (as % of IALM 2012-14) Normal retirement age Attrition / Withdrawal rates, based on age: (per annum) Upto 30 years 31 to 40 years Above 40 years Rate of Leave Availment (per annum) Rate of Leave Encashment duringemployment(per annum)	100.00% 58 years 5.00% 3.00% 2.00% 5.00% 0.00%	100.00% 58 years 5.00% 3.00% 2.00% 5.00% 0.00%

qualifying employees. Under the scheme, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits.

and loss account. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.

The Company makes annual contributions to the Employees’ Group Gratuity-cum-Life Assurance Scheme Master Policy of the Life Insurance Corporation of India, a defined benefit plan for qualifying employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of five years of service. The present value of the defined benefit obligation and the related current service cost were measured using the Projected Unit Credit Method as per Ind AS 19, with actuarial valuations being carried out at each balance sheet date.

The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company’s policy for plan asset management.

The following table sets out the funded status of the gratuity plan and the amounts recognized in the Company’s

The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company’s policy for plan asset management. The following table sets out the funded status of the gratuity plan and the amounts recognized in the Company’s	The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company’s policy for plan asset management. The following table sets out the funded status of the gratuity plan and the amounts recognized in the Company’s	The expected return on plan assets is determined considering several applicable factors mainly the composition of the plan assets held, assessed risks of asset management, historical results of the return on plan assets and the Company’s policy for plan asset management. The following table sets out the funded status of the gratuity plan and the amounts recognized in the Company’s
fnancial statements as at 31.03.2023 : (Amount in INR Lakhs)
Particulars	As at March 31, 2023	As at March 31, 2022
Change in beneft obligation Projected Obligation at the beginning of the year Interest Cost Current Service Cost Past Service Cost Benefts Paid Actuarial (Gain) / Loss Projected Obligation at the end of theyear	98.73 6.81 4.25 - (1.00) (5.07) 103.71	92.44 5.77 5.35 - (2.28) (2.57) 98.73
Change in Plan Assets Expected Return on Plan Assets Employer’s Contributions Benefts Paid Return on plan assets Adjustment related to prior year Fair Value of the Plan Assets at the end of theyear Fair value of the Plan Assets at the beginning of the year	71.77 4.95 - 0.34 - 77.91 0.84	70.87 4.43 (4.10) 0.58 - 71.77 -

VXL Instruments Limited

L Instruments Limited	L Instruments Limited	L Instruments Limited
(Amount in Rs.)
Excess of(Obligations over Plan Assets) / Plan Assets Over Obligation	(25.81)	(26.96)
Non-Current Liablity as per Actuarial Valuation Current liability Net Non-Current Liability Expenses Recognized during the period : In Income Statement Expenses capitalized/Impariment to Intangible Assets Under Development In Other Comprehensive Income Excess Asset maintained with LIC not considered in Actuarial Valuation	(25.81) - - (25.81) 6.10 - (5.42)	(26.96) - - (26.96) 6.70 - (3.15)
Components of OCI Actuarial (gains) / losses : change in demographic assumptions change in fnancial assumptions experience variance Return onplan assets	- (1.81) (3.26) (0.34)	- (3.38) 0.81 (0.58)
Total of OCI	(5.42)	(3.15)
Category of assets 100% Insurer Managed Funds	77.91	71.77
Key Assumptions Discount Rate SalaryEscalation Rate	7.30% 7.00%	6.90% 7.00%

6 Disclosure pursuant to Ind AS 32, 107 & 109 : Accounting, Presentaion & disclosure of Financial Instruments

(I) Financial Assets :

(a) Investments :

VXL Instruments Limited, U.K., a subsidiary in which the Company has 60% share holding amounting to Rs. 51.69 Lakhs has accumulated losses in excess of its total paid up capital. Net receivable from VXL Instruments Limited, U.K., as at 31st March 2023 is Nil . The Company has made provision for doubtful debts and diminution in investments against these receivables and investments. A winding up order was made against the Subsidiary on 7th November 2016. Pursuant to the winding up proceedings the subsidiary was dissolved on March 11, 2018.

(b) Trade Receivables :

(b) Trade Receivables :	(b) Trade Receivables :	(b) Trade Receivables :	(b) Trade Receivables :	(b) Trade Receivables :	(b) Trade Receivables :
Ageing Analysis of the Trade Receivables : (Amount in INR Lakhs)

Net Carrying Amount as on 31-03-2023	50.11	1.16	10.76	931.12	993.15
Net Carrying Amount as on 31-03-2022	233.55	36.55	2.81	862.05	1,134.96

been presented as follows :

37[th] Annual Report 2022 - 2023

(Amount in INR Lakhs)	(Amount in INR Lakhs)	(Amount in INR Lakhs)
Particulars	As at March 31, 2023	As at March 31, 2022
Original Amount of deposit Discount Rate adopted (Max. Available FD rate in the Market) Carrying Amount of the Asset Fair Value Adjustment of the deposit through Proft & Loss Statement Fair Value Adjustment of the deposit through Other Comprehensive Income made	20.30 7% 20.00 1.19 -	20.30 18.55 1.19 7% -

(d) Financial Liabilities:

It is pertinent to note that there is no material Financial Liability item that needs to be re-stated at Fair Value in accordance with these Standards.

7 Disclosure pursuant to Ind AS 33 "Earnings per share"

" "	" "	" "
Disclosure pursuant to Ind AS 33 Earnings per share (Amount in INR Lakhs)
	As at March 31, 2023	As at March 31, 2022
Basic earnings per equity share: Proft for the year attributable to owners of the Company for calculating basic earnings per share (Rs.) for calculating basic earnings per share Weighted average number of equity shares outstanding	(144.90) 1,33,24,800 (1.09)	(6.52) 1,33,24,800 (0.05)
	(1.09)	(0.05)

8 Disclosure pursuant to Ind AS 8 - Disclosure of prior period errors

of the comparative financial statements, during the year.

VXL Instruments Limited

9 Disclosure pursuant to the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006.

The following disclosure pursuant with Micro, Small and Medium Enterprises covered under the Micro, Small and Medium Enterprises Development (MSMED) Act, 2006

(Amount in INR Lakhs)
As at As at
March 31, 2023 March 31, 2022
1. The Principal and the Interest due thereon as at 31st March, 2023 a) Principal 0.20 3.07 b) Interest 0.07 0.25
1. The amounts paid by the Company beyond the appointed day for the period ending 31st March, 2023 a) Principal b) Interest
1. The Interest due and payable for the period of delay (which have been paid but b eyond the appointed day during the year) but without adding the interest specified under the Act.
The interest accrued and remaining unpaid as at the year ending 31st March, 2023 5. The amount of further Interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the Small E nterprise, for the purpose of disallowance of a deductible expenditure under section 23 of the MSMED Act.

The information has been given in respect of such suppliers on the basis of information available with the Company based on information received from such suppliers.

(a) Value of Imports calculated on CIF basis:

Disclosure pursuant to Ind AS 21 - The Efects of Changes in Foreign Exchange Rates : 10 (a) Value of Imorts calculated on CIF basis:	Disclosure pursuant to Ind AS 21 - The Efects of Changes in Foreign Exchange Rates : 10 (a) Value of Imorts calculated on CIF basis:	Disclosure pursuant to Ind AS 21 - The Efects of Changes in Foreign Exchange Rates : 10 (a) Value of Imorts calculated on CIF basis:
p (Amount in INR Lakhs)
	As at March 31, 2023	As at March 31, 2022
Raw Materials Components and Spare parts Capital Goods	2.28	13.14
	2.28	13.14

(b) Expenditure in Foreign currency on account of:

(b) Expenditure in Foreign currency on account of:
	As at March 31, 2023	As at March 31, 2022
Foreign Travel Professional, Consultancy and Foreign Technician Others		- - -
		-

11 Disclosure of segment information pursuant to Ind AS 108 "Operating Segments”

(a) Primary/Secondary Segment reporting :

operates. Therefore, Geographical Segments have been identified as Primary Segments

37[th] Annual Report 2022 - 2023

Segment assets and liabilities :

the reportable segments as the fixed assets and services are used interchangeably between segments.

Fixed assets used in the Company's business and liabilities contracted have not been identifed to any of the reportable segments as the fxed assets and services are used interchangeably between segments. Segment assets and liabilities :	Fixed assets used in the Company's business and liabilities contracted have not been identifed to any of the reportable segments as the fxed assets and services are used interchangeably between segments. Segment assets and liabilities :	Fixed assets used in the Company's business and liabilities contracted have not been identifed to any of the reportable segments as the fxed assets and services are used interchangeably between segments. Segment assets and liabilities :
(Amount in INR Lakhs)
Description	As at March 31, 2023	As at March 31, 2022
Primary Segments (Geographical Segments) Segment Revenue ( a ) Domestic Segment (b)Export Segment	668.78 188.22	1,032.30 299.35
Net sales/income from operations	857.00	1,331.65
Segment Results Domestic Overseas	265.28 74.66	431.48 125.12
Segment Results before tax & Finance costs & Exceptional items	339.94	556.61
Less : Finance Costs Other unallocable expenditure / (Income) Exceptional Items	15.01 525.47 50.22	17.37 558.32 -
Proft /(Loss)Before Tax	(150.31)	(19.09)
Less : Provision for Taxes	-	(9.42)
Proft /(Loss) After Tax	(150.31)	(9.67)

Secondary Segments (Business Segments) Revenue (Sales and Services) Data Processing Units Service Charges	832.97 24.03	1,257.71 73.94
Total	857.00	1,331.65

12 Disclosure of related parties / related party transactions pursuant to Ind AS - 24 :

(i) Parties where control exists

Name of the Related Party VXL Instruments Limited (UK)

Nature of Relationship

Subsidiary. The Company holds 60% in the nominal value of equity share capital

(ii) Other related parties with whom transactions were carried out during the year Name of the Related Party Nature of Relationship

Priya Limited VXL Software Solutions Pvt. Ltd Delta Technologies Limited

Company in which a Director is interested Company in which a Director is interested Company in which a Director is interested,

Brent Properties Investment Pvt Ltd Priya International Limited

Company in which a Director is interested Company in which a Director is interested

(iii) Key management personnel and their relatives

Mr. M.V. Shetty Mr. Rishabh Shetty Mr. Mahesh Kumar K V Mrs. Roopa Hegde Mrs. Reshma M

Whole-Time Director

Son of Mr. M.V. Shetty, Whole Time Director

Company Secretary till 15-06-2022 Company Secretary from 03-08-2022 to 12.05.2023

VXL Instruments Limited

(iv) Related party Transactions :

(Amount in INR Lakhs)

	Particulars	As at March 31, 2023	As at March 31, 2022
	1.Transactions Sale of Goods Delta Technologies Limited VXL Software Solutions Pvt. Ltd Sale of services VXL Software Solutions Pvt. Ltd Purchase of Goods VXL Software Solutions Pvt. Ltd Priya International Limited Remuneration paid to Directors Mr. M.V. Shetty Sitting fees Remuneration paid to Related Parties Mr. Rishabh Shetty Key Mangerial Persons Mr. Mahesh Kumar K V Mrs. Roopa Hegde Rent Paid Brent Properties Investment Pvt Ltd Long-Term Borrowings Inter Corporate Deposit from Priya International Limited received Inter Corporate Deposit from Priya International Limited re-paid 2.Account Balances: Non Current Assets - Trade Receivables- Credit Impaired VXL Instruments Limited, UK Less : Allowance for Bad and Doubtful Debts Borrowings- Long Term Inter Corporate Deposit from Priya International Limited Current Other Financial liabilities Priya International Limited-Interest on ICD Trade Payables Priya Limited VXL Software Solutions Pvt. Ltd Trade Receivables Delta Technologies Limited Non current Investments VXL Instruments Limited, UK Less: Provision for diminution in value of Investments Interest on long term borrowing Mrs. Reshma M	15.45 14.68 13.57 11.54 31.80 1.56 8.75 8.01 0.88 19.00 26.00 461.72 (461.72) 121.60 0.85 0.10 - 51.69 (51.69) 46.05 9.00 3.77 -	70.45 60.91 3.54 66.39 11.66 28.80 1.93 8.75 8.01 3.41 20.00 30.00 461.72 (461.72) 128.60 0.88 0.10 624.48 51.69 (51.69) - 9.00 -

37[th] Annual Report 2022 - 2023

Loans & Advances to Related Parties

a) Repayable on demand

Type of Borrower	th Amount of loan or advance in the nature of loan outstanding	Percentage to the total Loans and Advances in the nature of loans
Promoters	-	-

Directors	-	-

Key Management Personnel	-	-

Related Parties	-	-

b) Without specifying any terms

Type of Borrower	Amount of loan or advance in the nature of loan outstanding	Percentage to the total Loans and Advances in the nature of loans
Promoters	-	-

Directors	-	-

Key Management Personnel	-	-

Related Parties	-	-

c) Others

Type of Borrower	Amount of loan or advance in the nature of loan outstanding	Percentage to the total Loans and Advances in the nature of loans
Promoters	-	-

Directors	-	-

Key Management Personnel	-	-

Related Parties	-	-

13 Disclosures pursuant to Ind AS - 116 " Leases" :

The Company's Lease asset classes primarily consist of leases for Land and Building. The Company assesses whether a Contract contains a lease, at inception of a Contract. A contract is or contains , a lease if the contact conveys the right to control the use of an identified assets for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset , the Company assesses whether: the contract involves the use of an identified asset, (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) of and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less(short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates of these leases.

VXL Instruments Limited

14 Disclosures as per Ind AS 37 - "Provisions, Contingent Liabilities and Contingent assets "

14 Disclosures as per Ind AS 37 - "Provisions, Contingent Liabilities and Contingent assets "	14 Disclosures as per Ind AS 37 - "Provisions, Contingent Liabilities and Contingent assets "	14 Disclosures as per Ind AS 37 - "Provisions, Contingent Liabilities and Contingent assets "
(Amount in INR Lakhs)
Particulars	As at March 31, 2023	As at March 31, 2022
(a) Contingent liabilities Guarantees Counter Guarantees in respect of guarantees issued by Bankers (Covered by 100% Deposits) Other money for which Company is contingently liable (ii) Central Sales Tax liability under appeal (i) Employee Provident Fund Damages, Interest under appeal (iii) Service Tax Liability under dispute on the import of software license sticker labels considered as goods by Customs while importing	30.60 3.37 59.73 1,278.92	30.60 3.37 59.73 1,278.92

Sl. No. i: The Honourable High Court of Karnataka has directed the Assistant Provident Commissioner to consider the grievance of the Company for reducing the penalty.

direction to the Assessing Officer to consider rectification application. Matter is pending before the jurisdictional

Sl. No. iii : In respect of Service Tax pending before the Commissioner Appeals and Customs Excise and Service Tax Appellate Tribunal (CESTAT), the Company's Consultants are of the opinion that the Company has good chances of winning the case and hence no provision has been made for the same.

15 Figures of the previous year have been re-cast / re-grouped / re-arranged in conformity with the presentation of the current year.
16 In the opinion of the Board, the current assets, loans & advances, have a value on realization in the ordinary course of business at least equal to the amount at which they are stated in the Balance Sheet.

For and on behalf of the Board

As per our report attached of even date For YCRJ & ASSOCIATES Chartered Accountants Firm's Registration No: 006927S

Kiran Kumar S

Shruti Bhuwania M. V. Shetty Director Wholetime Director DIN : 06630867 DIN : 00515711

Partner M. No. 235252

Place: Bengaluru Date: 26-05-2023 UDIN:23235252BGVUNG9498

Hema Thakur Kiran Mahesh Kumar K V Director Chief Financial Officer DIN : 01363454

37[th] Annual Report 2022 - 2023

40. Financial Risk Management

Risk management framework

The Company’s activities expose it to market risk including currency risk, interest rate risk, liquidity risk and credit risk.

Board of Directors. The board provides principles for overall risk management as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, and investment of short term/long term surplus funds.

A) Market Risk

i) Foreign Currency Risk

Foreign currency risk arises from commercial transactions , assets and liabilities denominated in a currency that is not the Company’s functional currency (INR).

the management to decide on the requirement of hedging. The position of foreign currency exposure to the Company is given below expressed in INR as under :

(Amount in INR Lakhs)	(Amount in INR Lakhs)	(Amount in INR Lakhs)
Currency	Receivables	Payables
As on March 31, 2023
Exposure in US Dollars (USD)	11,32,882.00	4,77,148.00
As on March 31, 2022
Exposure in US Dollars(USD)	8,23,771.00	4,77,148.00

ii) Interest Rate Risk

The exposure of the Company’s borrowing to interest rate changes at the end of the reporting period depends on the mix of fixed rate and floating rate of the borrowings and the expected movement of market interest rate. The status of borrowings in terms of fixed rate and floating rate are as follows:

The status of borrowings in terms of fxed rate and foating rate are as follows:	The status of borrowings in terms of fxed rate and foating rate are as follows:	The status of borrowings in terms of fxed rate and foating rate are as follows:
(Amount in INR Lakhs)
Details of Borrowings outstanding	March 31, 2023	March 31, 2022
Variable Rate Borrowings	-	-
Fixed Rate Borrowings	121.60	128.60
Interest Free Borrowings	-	-
Total Borrowings	121.60	128.60

iii) Price Risk

The Company’s exposure to securities price risk arises from investments held by the Company in units of mutual fund classified in the balance sheet at fair value through profit and loss. However, Company does not have a practice of investing in market equity securities with a view to earn fair value changes gain. Company has invested in units of mutual funds when short term surplus fund exists with prior approval of the Board. Considering the size of the investment the price/market risk is not significant.

B) Credit Risk

Company. Trade receivables consist of large number of customers, spread across diverse industries and geographical areas. In order to mitigate the risk of financial loss from defaulters, the Company has an ongoing credit evaluation process in respect of customers who are allowed credit period. In respect of walk-in customers the Company does not allow any credit period and therefore, is not exposed to any credit risk.

more than 60 days past due.

VXL Instruments Limited

L Instruments Limited
		(Amount in INR Lakhs)
Details of outstanding trade receivables	Upto 6 Months	More than 6 Months but less than	Three Years More than
		three Years
As on 31-03-2023	62.03	581.76	349.36
As on 31-03-2022	323.53	811.08	-

C) Liquidity Risk

The Company has a liquidity risk management framework for managing its short term, medium term and long term sources of funding vis-à-vis short term and long term utilization requirement. This is monitored through a rolling forecast showing the expected net cash flow, likely availability of cash and cash equivalents, and available undrawn borrowing facilities.

As on March 31, 2023 (Amount in INR Lakhs)	As on March 31, 2023 (Amount in INR Lakhs)	As on March 31, 2023 (Amount in INR Lakhs)	As on March 31, 2023 (Amount in INR Lakhs)
Financial Liabilities	Not Later than 1year	Between 1 and 5years	Later than 5 Years
i)Borrowings	-	121.60	-
ii) Trade Payable	497.45	-	~~-~~
iii) Other Financial Liabilities	170.47	-	-
As on March 31, 2022 (Amount in INR Lakhs)
Financial Liabilities	Not Later than 1year	Between 1 and 5years	Later than 5 Years
i)Borrowings	-	128.60	-
ii) Trade Payable	476.88	-	~~-~~
iii) Other Financial Liabilities	187.78	-	-

41 Capital Management

Capital managemnet objectives of the Company is to safeguard its ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders.

The Company’s strategy is to maintain a gearing ratio within 20%. The gearing ratios were as follows:

Particulars	March 31, 2023	March 31, 2022
Debt Equity	122.45 426.58	129.48 571.48
Net Debt to Equity	28.70%	22.66%

37 Annual Report 2022 - 2023

SIGNIFICANT ACCOUNTING POLICIES

42.1 Statement of Compliance

notified under the Companies (Indian Accounting Standards) Rules, 2015.

42.2 Basis of preparation

which are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer 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 a liability, the Company takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

in the Financial Statements are rounded to the nearest lakhs (Rs. Lakhs) , except where otherwise indicated.

42.3 Use of estimates and judgements

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The Company makes estimates and takes assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

42.3.1 Useful lives of property, plant and equipment

The Company reviews the useful life of property, plant and equipment at the end of each reporting period. This reassessment may result in change in depreciation expense in future periods.

42.3.2 Valuation of deferred tax assets

The Company reviews the carrying amount of deferred tax assets at the end of each reporting period. The policy for the same has been explained under Note 42.12

42.3.3 Provisions ,Contingent liabilities & Contingent Assets

A provision is recognised when the Company has a present obligation as a result of past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates. Contingent liabilities & Contingent assets are not recognised in the financial statements, however contingent liabilities and Contingent

Revisions to accounting estimates are recognized prospectively in the Financial Statements in the period in which the estimates are revised and in any future periods affected.

42.4

An asset is treated as current when it is:

Expected to be realised or intended to be sold or consumed in normal operating cycle Held primarily for the purpose of trading

Expected to be realised within twelve months after the reporting period, 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

VXL Instruments Limited

A liability is current when:

It is expected to be settled in normal operating cycle.

It is held primarily for the purpose of trading.

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

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle.

42.5 Revenue Recognition

Revenue is recognised upon transfer of Control of Promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.

42.6 Leases

The Company's Lease asset classes primarily consist of leases for Land and Building. The Company assesses whether a Contract contains a lease, at inception of a Contract. A contract is or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset, (ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less(short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or if not readily determinable, using the incremental borrowing rates of these leases.

42.7 Foreign Currency

currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are re-translated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are re-translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated. Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.

42.8 Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time 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.

assets is deducted from the borrowing costs eligible for capitalisation.

37[th] Annual Report 2022 - 2023

42.9

42.9.1

rendered service entitling them to the contributions.

credit method, with actuarial valuations being carried out at the end of each annual reporting period. Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognised in other comprehensive income in the period in which they occur. Re-measurement recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorised as follows:

service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

net interest expense or income; and re-measurement

'Employee benefits expense'. Curtailment gains and losses are accounted for as past service costs.

in the Company’s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans.

the offer of the termination benefit and when the entity recognises any related restructuring costs.

42.9.2

sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

of the benefits expected to be paid in exchange for the related service.

the estimated future cash outflows expected to be made by the Company in respect of services provided by employees up to the reporting date. Remeasurements as a result of experience adjustments and changes in actuarial assumptions are recognised in profit or loss.

42.10 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

42.11 Current tax

reported in the statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

42.12 Deferred tax

financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised 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 utilised.

VXL Instruments Limited

The carrying amount of deferred tax assets is reviewed at the end of each reporting period 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 liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

42.13 Current and deferred tax for the year

other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively.

42.14 Property, Plant & Equipment

Land and buildings held for use in the supply of services or for administrative purposes, are stated in the balance sheet at cost less accumulated depreciation and accumulated impairment losses.

Properties in the course of construction for supply or administrative purposes are carried at cost, less any recognised impairment loss. Cost includes professional fees and, for qualifying assets, borrowing costs capitalised 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.

Freehold land is not depreciated.

Fixtures and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

42.14.1 Depreciation:

construction) less their residual values over their useful lives, using the straight-line method.

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Building	3 to 30years
Computer equipment	5years
Plant and Equipment *	15 years
Ofce equipment	5 years
Vehicles	5 years
Furniture and fxtures *	10 years

*- Based on the evaluation, the management believes that the useful lives as given above best represent the period over which the management expects to use the assets. Hence, the useful lives for these assets is different from the useful lives as prescribed under Schedule II of the Companies Act, 2013.

are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

37[th] Annual Report 2022 - 2023

42.15 Intangible Assets

amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.

losses.

42.15.1 De-recognition of intangible assets

or disposal. Gains or losses arising from de-recognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is de-recognised.

42.15.2 Useful lives of intangible assets

Estimated useful lives of the intangible assets are as follows:

Computer Software 5 years

42.16 Impairment of Non-Financial Assets

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets with finite life, 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 the 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.

impairment at least annually, and whenever there is an indication that the asset may be impaired.

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 recognised immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating 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 recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

42.17 Inventories

Inventories that comprise of stores and spares (which qualify as inventories) are stated at the lower of cost and net realisable value. Costs of inventories are determined on a weighted average basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

42.18 Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

VXL Instruments Limited

party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

42.19 Onerous contracts

Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.

42.20 Financial Instruments

provisions of the instruments. All financial assets and liabilities are recognized at fair value on initial recognition, except for trade receivables which are initially measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.

42.21 Financial assets

Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the market place.

depending on the classification of the financial assets.

42.21.1 Financial assets at amortised cost

whose objective is to hold these assets 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.

Financial assets at fair value through other comprehensive income

within a business 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.

Financial assets at fair value through proft or loss

fair value through other comprehensive income on initial recognition. The transaction costs directly attributable to the acquisition of financial assets and liabilities at fair value through profit and loss are immediately recognised in statement of profit and loss.

42.21.2 Financial liabilities

42.21.3

interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the gross carrying amount on initial recognition.

37[th] Annual Report 2022 - 2023

42.21.4

at amortised cost. Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive, discounted at the original effective interest rate. The Company estimates cash flows by considering all contractual terms of the financial instrument through the expected life of that financial instrument.

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-month expected credit losses. 12-month expected credit losses are portion of the life-time expected credit losses and represent the lifetime cash shortfalls that will result if default occurs within the 12 months after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.

previous period, but determines at the end of a reporting period that the credit risk has not increased significantly since initial recognition due to improvement in credit quality as compared to the previous period, the Company again measures the loss allowance based on 12-month expected credit losses.

recognition, the Company uses the change in the risk of a default occurring over the expected life of the financial instrument instead of the change in the amount of expected credit losses. To make that assessment, the Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition.

that are within the scope of Ind AS 115 , the Company always measures the loss allowance at an amount equal to lifetime expected credit losses.

Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.

The impairment requirements for the recognition and measurement of a loss allowance are equally applied to debt instruments at FVTOCI (Fair Value Through Other Comprehensive Income) except that the loss allowance is recognised in other comprehensive income and is not reduced from the carrying amount in the balance sheet.

42.21.5

or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.

VXL Instruments Limited

repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

42.22 Cash and Cash Equivalents

of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

42.23 Trade Receivables

Trade receivables are recognised initially at their transaction price and subsequently measured at amortised cost using effect interest rate method, less provision for impairment.

42.24 Trade & other payables

year which are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the

42.25 Investment properties

Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment loss, if any.

The Company depreciates building component of investment property over 30 years from the date of original construction, based on the useful life prescribed in Schedule II to the Companies Act, 2013 using the straight-line method. The management believes that these estimated useful lives are realistic and reflect fair approximation of the period over which the assets are likely to be used.

Though the company measures investment property using cost based measurement, the fair value of investment property is disclosed in the notes. Fair values are determined based either on the latest available information based on ‘stamp duty – annual statement of rates’ applicable to the area in which the land is situated, market comparison approach or on periodical evaluation performed by an external independent valuer.

Investment properties are derecognised either when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected from their disposal. The difference between the net disposal proceeds and the carrying amount of the asset is recognised in profit or loss in the period of derecognition.

42.26 Earnings per Share

by the weighted average number of equity shares outstanding during the period. The Company does not have any potentially dilutive securities.

42.27 Dividends

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

37[th] Annual Report 2022 - 2023

42.28 Rounding of amounts

with two decimals as per the requirement of Schedule III, unless otherwise stated. There might be apparent differences in some of the totals in the final accounts which is to be ignored.

Qty. of shares are stated at actual numbers.

For and on behalf of the Board

As per our report attached of even date For YCRJ & ASSOCIATES Chartered Accountants Firm's Registration No: 006927S

Kiran Kumar S Partner M. No. 235252

Shruti Bhuwania M. V. Shetty Director Wholetime Director DIN : 06630867 DIN : 00515711

Place: Bengaluru Date: 26-05-2023 UDIN:23235252BGVUNG9498

Hema Thakur Kiran Mahesh Kumar K V Director Chief Financial Officer DIN : 01363454

VXL Instruments Limited

VXL Instruments Limited

	INFORMATION FOR THE BENEFIT	INFORMATION FOR THE BENEFIT	OF INVESTORS
1.	Registered ofce:	:	#252, Floor, Building No.2, th 5
			Solitaire Corporate Park,
			Chakala Andheri (East), Mumbai - 400093
			Tel : 91 22 2824 5210
			Fax : 91 22 4287 2197
			Website :www.vxl.net
			CIN : L85110MH1986PLC272426
			E-mail : or [email protected] [email protected]
2.	Registrars and Share Transfer Agent details	:	Bigshare Services Private Limited Ofce No, S6-2, 6th Floor, Pinnacle
			Business Park,Next to Ahura Centre,
			Mahakali Caves Road, Andheri (East)
			Mumbai - 400 093
			Tel: 022-62638200
			Fax : 022-62638299
			Email:[email protected]
			www.bigshareonline.com Website:
3.	Year ended on	:	st 31 March 2023
4.	Annual General Meeting th 37	:	Date th - 14 September, 2023
			Time - 3.00 PM
			Venue - Video Conferencing (“VC”)
5.	E-Voting Dates	:	Starts on 11.09.2023 9.00 am to
			13.09.2023 5.00 pm
6.	Register of Members & Share Transfer	:	08.09.2023 to 14.09.2023
	Book Closure		(both days Inclusive)
7.	Result Date	:	th 18 September 2023
8.	Shares listed in Stock Exchange at	:	BSE Limited
9.	Annual fees to Stock Exchanges	:	Paid up to date (Mumbai)
10. Paid – up Share Capital		:	Rs. 1332.48 Lakhs

100

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VXL Instruments Ltd. — Annual Report 2023

63929_rns_2023-08-22_df1b2cf0-5d3b-4df3-9823-e808e2c4afb3.pdf

SUB: Copy of Annual Report.

Ref: Scrip Code-517399

BOARD OF DIRECTORS

AUDIT COMMITTEE

STATUTORY AUDITORS

INTERNAL AUDITORS

NOMINATION AND REMUNERATION COMMITTEE

STAKEHOLDERS' RELATIONSHIP COMMITTEE

SECRETARIAL AUDITORS

BANKERS

REGISTERED & CORPORATE OFFICE

252, 5th Floor, Building No.2, Solitaire Corporate Park, Chakala Andheri (East) Mumbai – 400 093 Tel: 91 22 2824 5210 / Fax: 91 22 4287 2197 Website: www.vxl.net CIN: L85110MH1986PLC272426 E-mail: [email protected]

REGISTRARS AND SHARE TRANSFER AGENTS

WORKS

CONTENTS

THIRTY SEVENTH ANNUAL GENERAL MEETING

NOTICE

ORDINARY BUSINESS:

Notes:

17. Procedure for e-voting and joining AGM through VC:

Instructions for Members attending the AGM through VC are as under:

(iii) System requirements for best VC experience:

Instructions for Members for e-voting during the AGM are as under: -

Note for Non – Individual Shareholders and Custodians:

Other instructions:

ANNEXURE TO NOTICE

BOARD’S REPORT

2. PERFORMANCE OF THE COMPANY:

FUTURE PROSPECTS

3. RESERVES:

4. SHARE CAPITAL:

Disclosure regarding issue of Employee Stock Options

Disclosure regarding issue of Sweat Equity Shares

5. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY, BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT:

6. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

7. CHANGE IN NATURE OF BUSINESS:

8. DIVIDEND:

9. BOARD MEETINGS:

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Changes in the Board Composition During the year:

11. INDEPENDENT DIRECTORS:

12. COMMITTEES OF THE BOARD :

AUDIT COMMITTEE:

13. NOMINATION AND REMUNERATION POLICY:

14. RISK MANAGEMENT POLICY:

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

17. DIRECTORS' RESPONSIBILITY STATEMENT:

18. ANNUAL RETURN:

19. STATUTORY AUDITORS:

QUALIFICATIONS IN THE AUDIT REPORT:

20. SECRETARIAL AUDIT REPORT:

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

(A) Conservation of energy:

(B) Technology absorption:

Research and Development (R&D)

Foreign exchange earnings and Outgo

22. DEPOSITS:

23. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

25. RELATED PARTY TRANSACTIONS (RPTs):

26. HUMAN RESOURCES AND INDUSTRIAL RELATIONS:

27. DETAILS OF HOLDING COMPANY/SUBSIDIARIES/JV:

28. ANNUAL BOARD EVALUATION:

29. CORPORATE SOCIAL RESPONSIBILITY:

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

31. LISTING WITH STOCK EXCHANGE:

32. CORPORATE GOVERNANCE AND SHAREHOLDERS' INFORMATION

33. CAPITAL EXPENDITURE:

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

35. MANAGEMENT DISCUSSION AND ANALYSIS:

ECONOMIC SCENARIO AND OUTLOOK

INDUSTRY OUTLOOK AND OPPORTUNITIES

36. DISCLOSURE REQUIREMENTS:

37. MEETING OF INDEPENDENT DIRECTORS:

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

39. DISCLOSURE RELATING TO REMUNERATION OF EMPLOYEES:

VXL Instruments Ltd. Annual Report 2023