**VXL Instruments Limited** is an Indian public listed company currently navigating a critical transition period under the **Corporate Insolvency Resolution Process (CIRP)**. Historically a specialist in **thin client hardware** and **embedded/application software**, the company is presently focused on financial restructuring, promoter reclassification, and the recovery of significant overseas receivables. --- ### Current Insolvency Status & Resolution Progress The company is currently managed by **Mr. Jayanti Lal Jain**, the appointed **Resolution Professional (RP)**, following an order by the **Hon’ble NCLT, Mumbai Bench** on **November 26, 2024**. As per the **Insolvency and Bankruptcy Code (IBC)**, the powers of the Board of Directors remain suspended. | Milestone | Status / Detail | | :--- | :--- | | **CIRP Commencement** | **November 26, 2024** | | **Resolution Professional** | **Jayanti Lal Jain** (Reg. valid till **Dec 31, 2025**) | | **Resolution Plans Received** | **17** prospective applicants submitted plans | | **CoC Approval** | Resolution plan approved by the **Committee of Creditors** | | **NCLT Filing** | Final plan filed with NCLT on **June 05, 2025** | | **Registered Office** | Relocated to **Worli Colony, Mumbai** (Effective **Jan 15, 2025**) | --- ### Core Business Operations & Product Ecosystem VXL Instruments operates in the IT hardware and software domain, focusing on cost-efficient data processing solutions. * **Product Specialization:** Manufacture and trading of **Data Processing Units**, **Thin Client hardware**, and the development of **Embedded/Application software**. * **Strategic Pivot:** The company is shifting its long-term focus toward **Cloud-based solutions** and specialized **Thin Client end-point solutions** to provide higher value-add to its existing customer base. * **Manufacturing Infrastructure:** The primary facility is located at **74/C, KEONICS Electronics City, Hosur Road, Bengaluru**. * **Operational Efficiency:** To optimize the cost structure, the company adopted a **hybrid R&D model**, allowing it to vacate a floor of its Bangalore corporate office, thereby reducing **rental and power expenses**. --- ### Capital Structure & Promoter Reclassification The company is undergoing a formal **Control Realignment** to streamline its regulatory standing and ensure transparency in its shareholding categories. **Share Capital Summary:** * **Authorized Share Capital:** **₹15,00,00,000** (**1,50,00,000** Equity Shares at **₹10** each). * **Paid-up Share Capital:** **₹13,32,48,000** (**1,33,24,800** Equity Shares at **₹10** each). **Promoter Reclassification (Filed Oct 24, 2024):** The following entities have applied to move from the **'Promoter Group'** to the **'Public Category'** under **Regulation 31A** of SEBI (LODR), confirming they hold no direct or indirect control: | Name of Applicant | Current Category | Shares Held | % Holding | | :--- | :--- | :--- | :--- | | Mr. Mangalore Vittal Shetty | Promoter | **0** | **0.00%** | | Ms. Pravina Shetty | Promoter Group | **0** | **0.00%** | | Ms. Ridhima Shetty | Promoter Group | **0** | **0.00%** | | Mr. Rishabh Shetty | Promoter Group | **0** | **0.00%** | | Ms. Jayalakshmi Shyam | Promoter | **1,88,337** | **1.41%** | | Ms. Netra Shyam | Promoter | **77,820** | **0.58%** | --- ### Financial Position & Asset Quality The company’s balance sheet is characterized by high levels of **overseas receivables** and liquidity constraints. Auditors have issued **disclaimers of conclusion** due to a lack of sufficient evidence for several key metrics. **Key Asset & Liability Breakdown:** * **Trade Receivables:** Totalled **₹9.50 Crore** (as of March 31, 2024). Notably, **₹9.11 Crore** of this is related to overseas accounts outstanding for **more than 1 year**. * **Major Debtor:** **₹5.15 Crore** is receivable from **M/s Delta Technologies Limited UK**. * **GST Input Tax Credit:** **₹0.87 Crore** has been outstanding for **>2 years** with uncertain recoverability. * **Subsidiary Status:** No active subsidiaries. The UK subsidiary was dissolved in **March 2018**; the company is seeking **RBI permission** to write off a **£108,000** investment. **Contractual Obligations (as of March 31, 2023):** | Liability Type | < 1 Year (₹ Lakhs) | 1–5 Years (₹ Lakhs) | | :--- | :--- | :--- | | **Trade Payables** | **497.45** | - | | **Other Financial Liabilities** | **170.47** | - | | **Borrowings** | - | **121.60** | --- ### Critical Risk Factors & Audit Qualifications #### 1. Financial & Accounting Risks * **Expected Credit Loss (ECL):** Auditors highlighted the absence of a standardized **ECL policy**. No loss allowance has been assessed for the **₹9.11 Crore** in delinquent overseas receivables. * **Going Concern Uncertainty:** Persistent losses and the exit of **Key Managerial Personnel (KMP)** have created significant doubt regarding the company's ability to continue as a going concern. * **Internal Control Deficiencies:** Auditors noted a reversal of **₹1.06 Crore** in employee benefit expenses without adequate substantiating evidence. #### 2. Regulatory & Legal Risks * **FEMA Non-Compliance:** During **FY 2024-25**, the company wrote off **₹5.63 Crore** in overseas receivables and settled **₹3.48 Crore** in payables via offsetting without mandatory **RBI/Authorized Dealer** approval. * **Reporting Delays:** The company has failed to meet timelines for quarterly financial results (September and December 2025) under **Regulation 33 of SEBI (LODR)**. * **Pending Litigation:** The company faces penalties under the **Provident Fund Act**, Sales Tax rectifications, and Service Tax appeals before **CESTAT**. #### 3. Macroeconomic & Operational Risks * **Geopolitical Headwinds:** Recessionary trends in **Europe** and the **Ukraine conflict** have severely impacted order inflows and the recovery of international dues. * **Asset Verification:** There is a lack of physical verification records for **Property, Plant & Equipment (₹0.11 Crore)** and **Inventory (₹0.08 Crore)** for the **FY 2024-25** period. * **Data Integrity:** Due to the exit of staff, the company is struggling to reconcile fragmented physical and electronic financial records.