Directors Report of Veefin Solutions Ltd.

Mar 31, 2025

Your Directors take pleasure in presenting their 5^th Annual Report on the Business and Operations of the
Company and the Accounts for the Financial Year ended 31^st March, 2025 (period under review).

1. FINANCIAL SUMMARY/    The summary of standalone and consolidated financial highlights for

PERFORMANCE OF THE    the financial year ended March 31, 2025 and the previous financial

COMPANY:    year ended March 31, 2024 is given below:

(Amount in lakhs except EPS)

Particulars	Standalone		Consolidated
Â	2024-25	2023-24	2024-25	2023-24
Total revenue from operations (including other income)	3780.55	2078.21	8,044.37	2499.42
Total expenses	2375.38	1287.13	5,992.90	1532.58
Profit before interest, depreciation & Taxes	1742.85	902.51	2614.23	1081.70
Depreciation & Amortization	231.34	87.55	509.99	94.10
Profit before tax	1,405.17	791.08	2,051.47	966.84
Income tax expenses	290.13	227.23	425.55	227.49
Profit after tax	1,115.04	563.85	1,625.92	739.35
EPS
Basic g	4.93	2.74	5.92	3.60
Diluted g	4.51	2.51	5.42	3.29

Financial Performance	The Company's performance during the year ended 31st March, 2025 as compared to the previous financial year, is summarized below:
Standalone Financial Statements	The Total Revenue of the Company stood at Rs. 3,780.55 Lakhs for the year ended March 31, 2025 as against Rs. 2078.21 Lakhs in the previous year. The Company has a Net Profit of Rs. 1,115.04 Lakhs for the year ended March 31, 2025 as compared to the Net Profit of Rs. 563.85 Lakhs in the previous year.
Consolidated Financial Statements	The Total Revenue of the Company stood at Rs. 8,044.37 Lakhs for the year ended March 31, 2025 as against Rs. 2,499.42 Lakhs in the previous year. The Company has a Net Profit of Rs. 1,625.92 Lakhs for the year ended March 31, 2025 as compared to the Net Profit of Rs. 739.35 Lakhs in the previous year.

2. DIVIDEND:	The Company is in a growing stage and keeping in view of required funds to support its future growth, your Directors do not recommend any dividend for the financial year ended 31st March, 2025 with a view to conserve the resources for future.
3. CHANGES IN NATURE OF BUSINESS:	There was no change in nature of Business during the year.
4. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR:	• Acquisitions During The Financial Year 2024-2025: During the year under review, Veefin Solutions Limited undertook the following strategic acquisitions, either directly or through its subsidiaries, with the objective of expanding its technology capabilities, strengthening its product portfolio, enhancing geographic presence, and unlocking new revenue opportunities:
Particulars	Details
Acquisition of 51.31% stake in Estorifi Solutions Limited (formerly known as Estorifi Solutions Private Limited)	Veefin Solutions Limited acquired 51.31% stake consisting of 10,526 Equity shares of Rs. 58 each (including premium of Rs. 48) each in Estorifi Solutions Limited, a group Company. The acquisition was completed on 14th June, 2024. Estorifi Solutions Limited is a related party of the Company engaged in the business of development of Embedded finance solutions i.e. integrating our lending solutions into non-financial platforms and applications. Pursuant to this acquisition, Estorifi Solutions Limited became Subsidiary Company of Veefin Solutions Limited.
Acquisition of 50.99% Stake in Infini Systems Limited (formerly known as Infini Systems Private Limited)	Veefin Solutions Limited acquired 50.99% stake consisting of 50,763 Equity shares of Rs. 180.81 each in Infini Systems Limited, a group company, on August 12th, 2024. Infini Systems Limited is a related party of the Company engaged in the business of Fraud and Risk Solutions provide Banks and Financial Institutions (FI) with a suite of services, ranging from customer & vendor Digital Onboarding, Regulatory Compliant Know Your Customer (KYC) Management, Validating or Underwriting individuals or companies through Alternate Data sources and other such services. Pursuant to this acquisition, Infini Systems Limited became Subsidiary Company of Veefin Solutions Limited.
Acquisition of 100% stake in Nityo Tech Private Limited through its subsidiary Infini Systems Limited (formerly known as Infini Systems Private Limited)	Veefin Solutions Limited, through its subsidiary Infini Systems Limited acquired 100% stake consisting of 1,00,000 Equity shares of Rs. 15,000 each of Nityo Tech Private Limited. The acquisition was completed on September 27th, 2024. The company is engaged in business of offering IT and IT related services. The objects of acquisition were to Increase in revenue by getting access to the large client database across multiple geographies and generate additional revenue and building synergies by combining the resources and expertise of both entities to create new opportunities for growth and innovation.

Particulars	Details
Acquisition of 26% stake in Regime Tax Solutions Private Limited through its subsidiary Estorifi Solutions Limited (formerly known as Estorifi Solutions Private Limited)	Veefin Solutions Limited, through its subsidiary Estorifi Solutions Limited, acquired 26% stake consisting of 91,116 Equity shares of INR 3,565.62 each of Regime Tax Solutions Private Limited. The acquisition was completed on September 30, 2024. Regime Tax Solutions Private Limited is engaged in business of technology solutions for AR / AP Automation and GST Input tax credit reconciliation. This strategic investment was undertaken with the objective of enhancing revenue streams and operational efficiency by integrating software offerings and consolidating client relationships across both entities.
Acquisition of 26% stake in Epikindifi Software & Solutions Private Limited through its subsidiary Estorifi Solutions Limited (formerly known as Estorifi Solutions Private Limited)	Veefin Solutions Limited, through its subsidiary Estorifi Solutions Limited, acquired 26% stake consisting of 3,88,926 DVR equity shares of Epikindifi Software & Solutions Private Limited. The acquisition was completed on February 14, 2025. Epikindifi provides software and IT-enabled services, including development, customization, and consulting for various sectors, and to deal in related hardware, electronics, and emerging technologies in India and abroad. The acquisition was aimed to add new revenue streams through digital retail lending across personal loans, green loans, BNPL schemes, credit cards, mortgage loans and SMEs loans in addition to its existing heft in working capital.
• Incorporation of a new Subsidiary Company in the name of Veefin Capital Private Limited	During the Financial Year 2024-2025, the Company incorporated a new Subsidiary Company "Veefin Capital Private Limited" on August 08, 2024 with an Authorised share Capital of Rs. 25,00,000/- (Twenty- five Lakhs only) divided into 2,50,000 equity shares of 510 each. The subsidiary was established as a non-banking financial company (NBFC) with the objective of structuring receivables of various corporates for financing through the PTC (Pass-Through Certificate) route. The Company applied to the Reserve Bank of India (RBI) for registration as an NBFC-Factors and received the in-principle approval on April 04, 2025, followed by the issuance of the Certificate of Registration (CoR) on June 09, 2025.
• Shifting of registered office from one place to another within local limit	During the Financial Year 2024-2025, the Company shifted its registered office within the local limits of the city. With effect from November 18, 2024, the registered office was relocated from: 601, 602 & 603, Neelkanth Corporate IT Park, Kirol Road, Vidyavihar (West), Mumbai - 400086 to Global One, 2nd Floor, 252, Lal Bahadur Shastri Marg, Kurla (West), Mumbai - 400070. The shift was undertaken to accommodate the Company's growing operational needs and to enhance accessibility and infrastructure in line with business expansion.

• Issuance and allotment of equity shares to the trust under the Veefin - Employee Stock Option Plan, 2023	During the financial year 2024-2025, a total of 14,00,347 equity shares were allotted to the Veefin Employee Welfare Trust under the Veefin Employee Stock Option Plan, 2023. These shares are held by the Trust and will be transferred to eligible employees upon the exercise of their stock options, in accordance with the terms and conditions of the Scheme. The details of the allotments are as follows
Â	Date of Allotment	Number of Equity Shares Allotted	Face Value per Share (3)	Issue Price per Share (3)	Paid-upEquity Capital Post Allotment
Â	Decem¬ ber 24, 2024	10,40,347	10	10	2,36,13,407 equity shares amounting to 523,61,34,070
Â	January 21, 2025	1,60,000	10	10	2,37,73,407 equity shares amounting to 523,77,34,070
Â	February 25, 2025	2,00,000	10	10	2,39,73,407 equity shares amounting to 523,97,34,070
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:	These issuances reflect the Company's ongoing commitment to employee ownership and long-term value creation through equity participation. The provisions of Section 125(2) of Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
6. CHANGE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:	In the Financial Year 2024-2025 under review, the Company has not altered its Memorandum of Association
7. STATEMENT OF DEVIATION AND VARIATION UNDER REGULATION 32 OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.	Pursuant to Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it is hereby confirmed that the Company has not raised any funds through public issue, rights issue, preferential allotment or qualified institutions placement (QIP) during the financial year ended March 31, 2025. Accordingly, there are no deviations or variations in the use of proceeds as there were no proceeds raised during the period under review. Hence, the requirement to submit a Statement of Deviation or Variation is not applicable.

8. SHARE CAPITAL	Authorised Capital The Authorised Share Capital of the Company as on 31st March, 2025 is Rs. 25,00,00,000/- (Rupees Twenty Five crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each.
Â	Issued, Subscribed and Paid up Capital: The Issued, Subscribed and Paid up Capital of the Company as at 31st March, 2025 is Rs. 23,97,34,070 (Rupees Twenty Three Crores Ninety Seven Lakhs Thirty Four Thousand Seventy Only) divided into 2,39,73,407 (Two Crores Thirty Nine Lakhs Seventy Three Thousand Four Hundred Seven) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each.
Â	The changes in the Issued, Subscribed and Paid up Capital are as detailed below:
Â	Sr. No	Capital (g)	Date of change	Reason for change
Â	1	22,57,30,600 (Rupees Twenty Two Crores Fifty Seven Lakhs Thir¬ ty Thousand Six Hundred Only) divided into 2,25,73,060 (Two Crores Twenty Five Lakhs Seven¬ ty Three Thousand Sixty) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each.	As on 31.03.2024	-
Â	2	23,61,34,070 (Rupees Twenty Three Crores Sixty One Lakhs Thirty Four Thousand Seventy Only) divided into 2,36,13,407 (Two Crores Thirty Six Lakhs Thirteen Thousand Four Hundred Seven) Equity shares having face value of Rs.10/- (Rupees Ten Only) each.	24.12.2024	Pursuant to Allot¬ ment of 10,40,347 equity shares to the Veefin Employee Welfare Trust ('ESOP Trust') as per Veefin - Employee Stock Option Plan, 2023 ('ESOP Scheme')
Â	3	23,77,34,070 (Rupees Twen¬ ty Three Crores Seventy Sev¬ en Lakhs Thirty Four Thousand Seventy Only) divided into 2,37,73,407 (Two Crores Thirty Seven Lakhs Seventy Three Thou¬ sand Four Hundred Seven) Eq¬ uity shares having face value of Rs.10/- (Rupees Ten Only) each.	21.01.2025	Pursuant to Allot¬ ment of 1,60,000 equity shares to the Veefin Employee Welfare Trust ('ESOP Trust') as per Veefin - Employee Stock Option Plan, 2023 ('ESOP Scheme')
Â	4	23,97,34,070 (Rupees Twenty Three Crores Ninety Seven Lakhs Thirty Four Thousand Seventy Only) divided into 2,39,73,407 (Two Crores Thirty Nine Lakhs Seventy Three Thousand Four Hundred Seven) Equity shares having face value of Rs.10/- (Ru¬ pees Ten Only) each	Â	Pursuant to Allot¬ ment of 2,00,000 equity shares to the Veefin Employee Welfare Trust ('ESOP Trust') as per Veefin - Employee Stock Option Plan, 2023 ('ESOP Scheme')

Â	Dematerialization of shares: The equity shares of the Company are held in dematerialized form and are tradable only in the dematerialized segment of the stock exchange, as per the guidelines of the Securities and Exchange Board of India (SEBI). The shares are available in the depository systems of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
Â	The International Securities Identification Number (ISIN) allotted to the Company's equity shares is INE0Q0M01015.
Â	As on March 31, 2025, the status of dematerialization of equity shares is as follows:
Â	Name of the Depository	Position as on 31.03.2025	% of total issued capital
Â	NSDL	1,59,02,285	66.33
Â	CDSL	8,07,11,22	33.67
Â	Physical	0	0.00
Â	Total No. of shares	2,39,73,407	100.00
L TRANSFER TO RESERVE:	In accordance with the provisions of Section 134(3)(j) of the Companies Act, 2013, the Board of Directors hereby state that no amount has been transferred to the General Reserve during the financial year ended March 31, 2025. The entire profit for the year has been retained in the Profit & Loss Account
0. STATEMENT OF AFFAIRS OF HE COMPANY:	Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.
1. NON APPLICABILITY OF HE INDIAN ACCOUNTING TANDARDS:	As per Provision to regulation Rule 4(1) of the companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (e) on 16th February, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.
Â	As your Company is listed on SME Platform of BSE Limited, is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after 1st April 2017.

12. EMPLOYEE STOCK OPTION:    Employee Stock Option Plans (ESOP 2022 and ESOP 2023)

i.    Implementation of ESOP    The Company has implemented two employee stock option

Schemes    schemes:

•    'Veefin    - Employee Stock Option Plan, 2022'    (ESOP 2022)

•    'Veefin    - Employee Stock Option Plan, 2023'    (ESOP 2023)

These were introduced to attract, retain, incentivize, and motivate
eligible employees of the Company and its subsidiary or holding
companies.

ii.    Shareholder Approvals    • ESOP 2022 was approved by shareholders on 15th April, 2022

•    Both ESOP 2022 and ESOP 2023 were ratified and approved on 15th
May 2023.

iii.    Compliance with SEBI SBEB • In accordance with the SEBI (Share Based Employee Benefits and

Regulations    Sweat    Equity) Regulations, 2021 ("SEBI SBEB Regulations"), pre-

IPO schemes must be aligned with the regulatory framework and
ratified to enable fresh grants.

•    Accordingly, the ESOP 2022 and ESOP 2023 schemes were ratified
at the AGM held on 29th September 2023 to ensure compliance
and operational flexibility.

iv.    Enhancement of Option    • Initially, the Company increased the ESOP 2023 pool from 15,00,000

Pool under ESOP 2023    to 25,00,000 options, approved at the AGM on 29th September

2023.

•    Further, to support long-term growth and talent acquisition, the
Company increased the pool by another 3,00,000 options, taking
the total to 28,00,000 options, which was approved at the AGM
held on 27th September 2024.

•    These options are convertible into an equivalent number of equity
shares of face value f10 each upon exercise.

v.    Trust Route for Scheme    • The Company has adopted the trust route for ESOP 2023 through

Administration    the creation of an irrevocable trust named 'Veefin Employee

Welfare Trust'.

•    This structure facilitates smoother execution, quicker share
transfers, and offers support to employees during option exercises.

•    The Nomination and Remuneration Committee (NRC) oversees
the implementation and governance of the scheme.

vi. Details of Trustee	Sr. No. Name Address Occupation Nationality
Â	1 KP Corporate IndiQube The ESOP Man- Indian Solutions Ltd Kode, 7th agement Floor, S.No. Consultant, 134, Hissa Corporate No. 1/38, CTS Trustee, No. 2265 to Corporate 2273, Baner Compliance Pashan Link Services Road, Pune, Maharashtra - 411045
The Trustee has no relationship with the promoters, directors, or key managerial personnel of the Company.
vii. Approval of Amended ESOP 2023 Scheme	•    The draft of the amended ESOP 2023 was approved by the NRC and Board at their meetings held on 26th August 2024. •    It was subsequently approved by shareholders at the AGM held on 27th September 2024. •    The amended scheme allows for acquisition of equity shares via primary issuance and benefits both existing and future eligible employees. •    The amendments are employee-centric and aligned with the Company's long-term strategic goals.
viii. Loan to Trust	•    To facilitate subscription of shares under ESOP 2023, the Company may provide an interest-free loan to the Trust, not exceeding 5% of the aggregate paid-up capital and free reserves, in compliance with: » Section 67(3)(b) of the Companies Act, 2013 » Rule 16(1)(d) of the Companies (Share Capital and Debentures) Rules, 2014 » Relevant provisions under SEBI regulations •    The loan is repayable from proceeds received through sale/ transfer of shares, exercise price, or any other income, and aligns with the tenure of ESOP 2023.
ix. Equity Shares Allotted to the Trust during FY 2024-25	Number of Shares Sr No Allotted	Price per Share(g)	Date of Allotment
Â	1 10,40,347	10	24/12/2024
Â	2 1,60,000	10	21/01/2025
Â	3 2,00,000	10	25/02/2025
x. Regulatory Disclosures 1 1	n compliance with Regulation 14 of SEBI SBEB Regulations, a detailed statement on the Company's ESOPs as of 31st March 2025 is available at https://www.veefin.com

13. DIRECTORS, KEY
MANAGERIAL PERSONNEL
(KMP) & SENIOR MANAGERIAL
PERSONNEL (SMP):

a. Composition & Constitution The Board of Directors of the Company comprises of the following
of Board of Directors:    Directors:

Chairman and

1    Mr.    Raja Debnath    07658567

Managing Director
Whole time Director &

2    Mr.    Gautam Vijay Udani    03081749

Chief Operating Officer

3    Mr. Ajay Rajendran    03565312 Non-Executive Director

Non-Executive

4    Ms. Deepti Sharma    10042713

^r    Independent Director

Mr. Afzal Mohammed

5    02920914    Non-Executive    Director

Modak

Non-Executive

6    Mr. Gourav Saraf*    08204851

Independent Director

Mr. Bhavesh    Shamji    Non-Executive

7    08216993

Chheda*    Independent Director

Mr. Matthew Simon

8    10726531    Non-Executive    Director

Gamser**

Non-Executive

9    Mr.    Anand Malpani#    01729892

^r    Independent Director

*    Mr. Gourav Saraf (DIN:08204851) and Mr. Bhavesh Shamji Chheda
(DIN: 08216993) were appointed as an Additional (Non- Executive)
Independent Directors by the Board of the Directors at their meeting
held on 26th August, 2024 and his appointment was regularized as a
Non-Executive Independent Director in the Annual General Meeting
held on 27th September, 2024.

** Mr. Matthew Simon Gamser (DIN:10726531) was appointed as an
Additional (Non- Executive) Director by the Board of the Directors
at their meeting held on 26th August, 2024 and his appointment
was regularized as a Non-Executive Director in the Annual General
Meeting held on 27th September, 2024.

#    Mr. Anand Malpani resigned as Non-Executive Independent
Director of the Company with effect from 26th August, 2024.

b.Composition & Constitution The Key Managerial Personnel of the Company comprises
of Key Managerial Personnel:    of the following:

Sr. No. Name	Designation
1 Ms. Payal Mehul Maisheri	Chief Financial Officer
2 Ms. Urja Harsh Thakkar	Company Secretary and Com¬ pliance Officer

c. Composition & Constitution The Senior Management of the Company comprises of following:
of Senior Managerial:

Sr. No.	Name	Designation
1	Mr. Sagar Ramesh Mahajan	Chief Delivery Officer
2	Mr. Minesh Chopra	Engineering Head
3	Mr. Chintan Lad	Product Head
4	Mr. Jigar Shah	Chief Product Officer
5	Ms. Binny Shah	Product Head
6	Mr. Ketan Zaveri	Chief Technology Officer
7	Mr. Parag Ekbote	CBO - Veefin Group
8	Mr. Shantanu Bairagi	CEO-Veefin Capital
9	Mr. Yusuf Rangwala	Head Cash and Trade Product
10	Mr. Jenish Shah	Chief Quality Officer
11	Mr. Gitesh Karnik	Chief Human Resource Officer
12	Mr. Parin Thaker	Group Head- Admin, Travel & IT
13	Mr. Tejas Sampat	Vice President- Finance

d. Retirement by Rotation of    Independent directors hold office for a fixed term not exceeding five

the Directors:    years from the date of their appointment and are not liable to retire

by rotation.

The Act mandates that at least two-third of the total number of
directors (excluding independent directors) shall be liable to retire
by rotation.

In terms of Section 152 of the Companies Act, 2013, Mr. Raja Deb-
nath (DIN No. 07658567), Managing Director, who retires by rotation
in terms of Section 152(6) of the Companies Act, 2013 and being
eligible, offers himself for re-appointment at the 5th Annual General
Meeting of the company scheduled to be held on Friday, 26^th Sep¬
tember, 2025 at 3:00 p.m.

e.    Disclosures By Directors:    The Board of Directors has submitted notice of interest in Form MBP

1 under Section 184(1) as well as information by directors in Form DIR
8 under Section 164(2) and declarations as to compliance with the
Companies Act, 2013.

f.    Disqualifications Of    During the financial year 2024-2025 under review the Company

Directors:    has received Form DIR-8 from all Directors as required under the

provisions of Section 164(2) of the Companies Act, 2013 read with
Companies (Appointment and Qualification of Directors) Rules,
2014 that none of the Directors of your Company is disqualified. The
Certificate for Non Disqualification of Directors certificate as received
from the Secretarial Auditor of the company forms part of this Annual
Report as "(Annexure-V)" to the Directors Report.

14. INDEPENDENT DIRECTORS

a. Independent Director:    Mr. Anand Malpani resigned as Non-Executive Independent Director

of the Company with effect from 26th August, 2024. Mr. Bhavesh
Chheda & Mr. Gourav Saraf were appointed as Additional Non¬
Executive Independent Director on the Board of the Company
effective August 26, 2024, for a term of five years. Their appointment
was regularized as a Non-Executive Independent Director in the
Annual General Meeting held on 27th September, 2024.

b.    Declaration by Independent The Company has, inter-alia, received the following declarations

Directors    from all the Independent Directors confirming that:

•    They meet the criteria of independence as prescribed under
the provisions of the Act, read with the Rules made thereunder,
and the Listing Regulations. There has been no change in the
circumstances affecting their status as Independent Directors
of the Company

•    They have complied with the Code for Independent Directors
prescribed under Schedule IV to the Act; and

•    They have registered themselves with the Independent
Director's Database maintained by the Indian Institute of
Corporate Affairs.

The Board has taken on record the declarations and confirmations
submitted by the Independent Directors after undertaking due
assessment of the veracity of the same. In the opinion of the Board, all
Independent Directors possess requisite qualifications, experience,
expertise and hold high standards of integrity required to discharge
their duties with an objective independent judgment and without
any external influence.

c.    Annual Evaluation by Board Annual Evaluation by the Board in compliance with the Companies

Act, 2013 and Regulation 19 read with Schedule II of SEBI (Listing
Obligations and Disclosure Requirements), Regulations, 2015, the
Board has conducted its annual performance evaluation. This
evaluation examined the Board's performance, individual Directors
and Committees.

A structured questionnaire was formulated, taking into account
inputs from the Nomination and Remuneration Committee
members. The questionnaire covered various aspects of the Board's
functioning, including composition, communication and governance
effectiveness.

Individual Directors, including the Chairman, underwent evaluation
based on parameters such as meeting attendance, understanding
of roles and contribution to discussions. The Independent Directors
were assessed by the entire Board, while the Chairman and Non¬
Executive Directors were evaluated by the Independent Directors.
Overall, the Directors expressed satisfaction with the evaluation
process.

In the opinion of the Board, the Independent Directors appointed
during the year possess requisite integrity, expertise, experience and
proficiency.

d.    Familiarisation Programme The Company through its Executive Directors / Senior Managerial

for Independent Directors:    Personnel conduct programs / presentations periodically to

familiarize the Independent Directors with the strategy, operations
and functions of the Company. Such programs / presentations will
provide an opportunity to the Independent Directors to interact
with the senior leadership team of the Company and help them to
understand the Company's strategy, business model, operations,
service and product offerings, markets, organization structure,
finance, human resources, technology, quality, facilities and risk
management and such other areas as may arise from time to time.
The programs / presentations shall also familiarize the Independent
Directors with their roles, rights and responsibilities.

The familiarisation programme for Independent Directors has been
put up on the website of the Company http://www.veefin.com.

e.    Meetings    During the year under review, the Independent Directors met for

01(one) time. The details of Board Meeting held and participation of
Directors thereat is enumerated as below:

Sr. No.	Date of meeting	Total No. of Independent Directors on the Date of Meeting	No. of Independent Direc¬ tors attended	% of Atten¬ dance
1	24.12.2024	01	03	100.00

15. MEETINGS    During the year Ten (10) Board Meetings were convened and held,

the intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013 and the details of Board
Meeting held and participation of Directors thereat is enumerated
as below:

The details of Board Meetings held from April 01, 2024 to March 31,
2025 and attendance of each Director thereat is as follows:

Sr. no	Name of the Board Member	No. of Meet¬ ings entitled to attend	No. of Meetings attended	% of Attendance
1	Raja Debnath	10	10	100
2	Gautam Vijay Udani	10	10	100
3	Ajay Rajendran	10	02	20
4	Deepti Sharma	10	10	100
5	Anand Malpani#	04	04	100
6	Gourav Saraf*	06	06	100
7	Bhavesh Shamji Chheda*	06	06	100
8	Afzal Modak	10	03	30
9	Matthew Simon Gamser*	06	01	16.67

#    Mr. Anand Malpani resigned with effect from 26th August, 2024.

*    Mr. Gourav Saraf (DIN:08204851), Mr. Bhavesh Shamji Chheda (DIN:
08216993) and Mr. Matthew Simon Gamser (DIN:10726531) were
appointed in the Board meeting held on 26th August, 2024.

Sr. no	Date of meeting	Total No. of Directors on the Date of Meeting	No. of Directors attended	% of Attendance
1	29.04.2024	06	04	66.66
2	25.05.2024	06	05	83.33
3	04.07.2024	06	04	66.66
4	26.08.2024	06	05	83.33
5	28.10.2024	08	06	75.00
6	18.11.2024	08	05	62.50
7	24.12.2024	08	05	62.50
8	21.01.2025	08	05	62.50
9	25.02.2025	08	08	100
10	12.03.2025	08	05	62.50

The Board as on date has
four Committees of Board of
Directors consisting of the
following members:

i Audit Committee:

Pursuant to the provisions of
Section 177 of the Companies
Act, 2013 and Regulation 18
read with Part C of Schedule II
of the SEBI (Listing Obligations
and Disclosure Requirements)
Regulations, 2015, the Company
has constituted an Audit
Committee to assist the Board
in its oversight responsibilities
related to financial reporting,
risk management, internal
controls, and audit functions.

Composition of the Committee
(as on date):

•    Mr. Gourav Saraf -
Chairman,

Non-Executive
Independent Director

•    Ms. Deepti Sharma -
Member,

Non - Executive
Independent Director

•    Mr. Raja Debnath -
Member,

Managing Director

The Committee was
reconstituted in its meeting held
on October 28, 2024, following
the resignation of Mr. Anand
Malpani and appointment of
Mr. Gourav Saraf as Chairman.

The Committee is governed by
a terms of reference, which is
in line with the regulatory re¬
quirements mandated by the
SEBI Listing Regulations and
Companies Act, 2013. Some of
the important functions per¬
formed by the Committee are:

1.    Oversight of the Compa¬
ny's financial reporting
process and the disclosure
of its financial information
to ensure that the finan¬
cial statements are correct,
sufficient and credible;

2.    Recommendation for ap¬
pointment, remuneration
and terms of appointment
of auditors of our Compa¬
ny;

3.    Approval of payment to
statutory auditors for any
other services rendered by
the statutory auditors;

4.    Reviewing, with the man¬
agement, the annual finan¬
cial statements and audi¬
tor's report thereon before
submission to our Board for
approval, with particular
reference to:

a.    Matters required to be in¬
cluded in the Director's Re¬
sponsibility Statement, to
be included in our Board's
report in terms of clause (c)
of sub-section 3 of section
134 of the Companies Act;

b.    Changes, if any, in account¬
ing policies and practices
and reasons for the same;

c.    Major accounting entries
involving estimates based
on the exercise of judgment
by management;

d.    Significant adjustments
made in the financial state¬
ments arising out of audit
findings;

e.    Compliance with listing
and other legal require¬
ments relating to financial
statements;

f.    Disclosure of any related
party transactions; and

g.    modified opinion(s) in the
draft audit report.

5.    Reviewing, with the man¬
agement, the quarterly fi¬
nancial statements before
submission to our Board for
approval;

6.    Reviewing, with the man¬
agement, the statement of
uses / application of funds
raised through an issue
(public issue, rights issue,
preferential issue, etc.),
the statement of funds
utilized for purposes oth¬
er than those stated in the
offer document / prospec¬
tus / notice and the report
submitted by the monitor¬
ing agency monitoring the
utilization of proceeds of
a public issue or rights is¬
sue or preferential issue or
qualified institutions place¬
ment, and making appro¬
priate recommendations to
our Board to take up steps
in this matter,

7.    Reviewing and monitoring
the auditor's independence
and performance, and ef¬
fectiveness of audit pro¬
cess;

8.    Approval of any subse¬
quent modification of
transactions of our Com¬
pany with related parties;

9.    Scrutiny of inter-corporate
loans and investments;

10.    Valuation of undertakings
or assets of our Company,
wherever it is necessary;

11.    Evaluation of internal finan¬
cial controls and risk man¬
agement systems;

12.    Reviewing, with the man¬
agement, performance of
statutory and internal au¬
ditors, adequacy of the in¬
ternal control systems

13.    Reviewing the adequacy
of internal audit function, if
any, including the structure
of the internal audit depart¬
ment, staffing and senior¬
ity of the official heading
the department, reporting
structure coverage and
frequency of internal audit;

14.    Discussion with internal
auditors of any signifi¬
cant findings and follow up
thereon;

15.    Reviewing the findings of
any internal investigations
by the internal auditors into
matters where there is sus¬
pected fraud or irregularity
or a failure of internal con¬
trol systems of a material
nature and reporting the
matter to our Board;

16.    Discussion with statutory
auditors before the audit
commences, about the na¬
ture and scope of audit as
well as post- audit discus¬
sion to ascertain any area
of concern;

17.    Looking into the reasons
for substantial defaults in
the payment to deposi¬
tors, debenture holders,
shareholders (in case of
non-payment of declared
dividends) and creditors;

18.    Reviewing the functioning
of the whistle blower mech¬
anism;

19.    Approval of appointment of
CFO (i.e., the whole-time fi¬
nance Director or any other
person heading the finance
function or discharging
that function) after assess¬
ing the qualifications, ex¬
perience and background,
etc. of the candidate;

20.    Carrying out any other
function as is mentioned
in the terms of reference of
the Audit Committee.

21.    Reviewing the utilization
of loans and/ or advanc¬
es from/investment by the
holding company in the
subsidiary exceeding ru¬
pees 100 crore or 10% of the
asset size of the subsidiary,
whichever is lower includ¬
ing existing loans / advanc¬
es / investments existing as
on the date of coming into
force of this provision.

22.    Consider and comment
on rationale, cost-benefits
and impact of schemes in¬
volving merger, demerger,
amalgamation etc., on the
listed entity and its share¬
holders.

23.    Carrying out any other
function as may be men¬
tioned in the terms of refer¬
ence of the Audit Commit¬
tee.

All the Members on the Audit
Committee have the requisite
qualification for appointment
on the Committee and possess
sound knowledge of finance,
accounting practices and in¬
ternal controls.

The Company Secretary acts
as the Secretary to the Com¬
mittee.

ii. Nomination & Remunation
Committee

In accordance with the pro¬
visions of Section 178 of the
Companies Act, 2013, and Reg¬
ulation 19 read with Part D of
Schedule II of the SEBI (Listing
Obligations and Disclosure Re¬
quirements) Regulations, 2015,
the Company has constituted
a Nomination and Remuner¬
ation Committee (NRC) Com¬
position of the Committee (as
on date):

•    Ms. Deepti Sharma -
Chairperson, Non-Execu¬
tive Independent Director

•    Mr. Gourav Saraf - Mem¬
ber, Non-Executive Inde¬
pendent Director

•    Mr. Ajay Rajendran - Mem¬
ber, Non - Executive Direc¬
tor

The Committee was reconsti¬
tuted at the meeting held on
October 22, 2024, following the
resignation of Mr. Anand Mal-
pani and appointment of Mr.
Gourav Saraf as a Member

The Board has in accordance
with the aforementioned pro¬
visions, formulated the policy
setting out the criteria for de¬
termining qualifications, pos¬
itive attributes, independence
of a Director and policy relating
to remuneration for Directors,
Key Managerial Personnel and
other employees.

The terms of reference of the

Committee inter alia, include

the following

1.    Formulation of the criteria
for determining qualifica¬
tions, positive attributes
and independence of a Di¬
rector and recommend to
our Board a policy relating
to the remuneration of the
Directors, key managerial
personnel and other em¬
ployees;

2.    For every appointment of
an independent director,
the Nomination and Remu¬
neration Committee shall
evaluate of skills, knowl¬
edge and experience on
the Board and on the basis
of such evaluation, prepare
a description of the role
and capabilities required
of an independent director.
The person recommended
to the Board for appoint¬
ment as an independent
director shall have the ca¬
pabilities identified in such
description. For the pur¬
pose of identifying suitable
candidates, the Committee
may:

a.    use the services of an ex¬
ternal agencies, if required;

b.    consider candidates from
a wide range of back¬
grounds, having due re¬
gard to diversity; and

c.    consider the time commit¬
ments of the candidates

3.    Formulation of criteria for
evaluation of independent
Directors and our Board;

4.    Devising a policy on Board
diversity;

5.    Identifying persons who are
qualified to become Direc¬
tors and who may be ap¬
pointed in senior manage¬
ment in accordance with
the criteria laid down, and
recommend to our Board
their appointment and re¬
moval;

6.    Whether to extend or con¬
tinue the term of appoint¬
ment of the independent
director, on the basis of
the report of performance
evaluation of independent
directors.

7.    Recommend to the board,
all remuneration, in what¬
ever form, payable to se¬
nior management.

iii. Stakeholders' Relationship
Committee

Pursuant to the provisions of
Section 178(5) of the Compa¬
nies Act, 2013 and Regulation
20 read with Part D of Schedule
II of the SEBI (Listing Obligations
and Disclosure Requirements)
Regulations, 2015, the Com¬
pany has constituted a Stake¬
holders' Relationship Commit¬
tee to specifically look into and
resolve the grievances of secu¬
rity holders of the Company.

Composition of the Committee
(as on date):

•    Mr. Gourav Saraf - Chair¬
man (Non-Executive Inde¬
pendent Director)

•    Mr. Raja Debnath - Member
(Managing Director)

•    Mr. Gautam Vijay Udani -
Member (Whole-time Di¬
rector)

The Committee was reconsti¬
tuted in the meeting held on
March 13, 2024, following the
resignation of Mr. Anand Mal-
pani. Mr. Gourav Saraf was ap¬
pointed as the Chairman of the
Committee.

The terms of reference of the

Committee are:

1.    Resolving the grievanc¬
es of the security holders
of the listed entity includ¬
ing complaints related to
transfer/transmission of
shares, non-receipt of an¬
nual report, non-receipt of
declared dividends, issue of
new/duplicate certificates,
general meetings etc.

2.    Review of measures taken
for effective exercise of vot¬
ing rights by shareholders.

3.    Review of adherence to
the service standards ad¬
opted by the listed entity
in respect of various ser¬
vices being rendered by the
Registrar & Share Transfer
Agent.

4.    Review of the various mea¬
sures and initiatives tak¬
en by the listed entity for
reducing the quantum of
unclaimed dividends and
ensuring timely receipt of
dividend warrants/annual
reports/statutory notices
by the shareholders of the
company.

5.    Resolving grievances of
debenture holders related
to creation of charge, pay¬
ment of interest/principal,
maintenance of security
cover and any other cove¬
nants.

Status of Investor Complaints
(as on date):

•    Number of complaints re¬
ceived during the year: Nil

•    Number of complaints re¬
solved: Not applicable

•    Number of complaints
pending as on date: Nil

All investor grievances are be¬
ing monitored and resolved via
the SEBI SCORES platform and
the Company's RTA.

iv. Internal Complaint    In compliance with the provisions of the Sexual Harassment of

Committee    Women at Workplace (Prevention, Prohibition and Redressal) Act,

2013 ("POSH Act") and the Companies Act, 2013, the Company has
constituted an Internal Complaints Committee (ICC) to consider
and redress complaints of sexual harassment at the workplace.,

Composition of the Committee:

The ICC has been duly constituted as per the requirements of the
POSH Act and comprises the following members:

•    Ms. Payal Maisheri - Chairperson

•    Mr. Gautam Udani - Member

•    Ms. Urja Thakkar - Member

•    Ms. Pritha Dubey - External Member

In accordance with Section 134(3)(q) of the Companies Act, 2013 and
Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, the Company
confirms that it has complied with the provisions relating to the
constitution of ICC under the POSH Act. The objectives of the Internal
Complaint Committee to Prevent Sexual Harassment of Women at
the Workplace are as follows:

1.    To implement a zero-tolerance policy against sexual harassment
of women at the workplace in accordance with the POSH Act.

2.    To ensure a safe and secure working environment for women
employees, free from gender-based discrimination and
harassment.

3.    To receive and address complaints of sexual harassment in a
timely and confidential manner.

4.    To create awareness and conduct regular sensitisation programs
for employees on prevention of sexual harassment.

5.    To ensure procedural fairness, due process, and provide adequate
support to complainants during inquiry proceedings.

6.    To recommend appropriate disciplinary actions based on
findings of inquiries and support the implementation of remedial
measures.

7.    To maintain records of complaints, inquiries conducted, and
action taken, and submit annual reports to the District Officer as
required under the POSH Act.

17.    BOARD EVALUATION:    Pursuant to the provisions of Section 134(3)(p) of the Companies

Act, 2013, Rule 8(4) of the Companies (Accounts) Rules, 2014, and
Regulations 17(10), 19(4), and Schedule II of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has
formulated and implemented a formal Evaluation Policy for assessing
the performance of the Board as a whole, its Committees, and
individual Directors including Executive and Independent Directors.

The evaluation process is conducted annually and is aimed at
improving the overall effectiveness of the Board's functioning. As part
of the process, feedback was obtained from all Directors through a
structured questionnaire, covering various aspects.

In accordance with the framework, the performance of Non¬
Independent Directors, the Chairperson, and the Board as a whole
was evaluated by the Independent Directors in their separate
meeting, as prescribed under Schedule IV of the Companies Act,
2013. Further, the performance evaluation of the respective Board
Committees, as well as that of Independent and Non-Independent
Directors, was carried out by the Board, excluding the Director being
evaluated, thereby ensuring objectivity and transparency in the
process. The outcome of the evaluation reflected a high level of
satisfaction among the Directors and highlighted the Board's strong
commitment to governance and strategic oversight.

18. MANAGEMENT DISCUSSION    The Management Discussion and Analysis Report for the year under

ANALYSIS REPORT (MDA)_:    review as stipulated under Regulation 34(2) of SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015, is presented in a
separate section which forms part of the Annual Report.

19.    ANNUAL RETURN:    In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of

the Companies (Management and Administration) Rules, 2014, the
Annual Return of the Company shall be available on the website of
the Company https://www.veefin.com/

20. VARIOUS POLICIES OF THE    The Company has formulated and implemented various policies

COMPANY:    pursuant to the Companies Act, 2013 and SEBI (LODR) Regulations,

2015 which is available on the Company's website https://www.
veefin.com/corporate-policies.php

The policies are reviewed periodically by the Board and updated
based on need and requirements:

POSH Policy    This policy has been framed in accordance with the provisions of "The

Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013" and rules framed thereunder (hereinafter
"the Act") and provides protection against sexual harassment of
women at workplace and the prevention and redressal of complaints
of sexual harassment and matters related to it.

Nomination and    This Policy has been framed for the Appointment and Remuneration

R_emunerati_on P_oli_cy    of Directors, Key Managerial Personnel and Senior Management

Personnel and provides a framework based on which human
resources management aligns their recruitment plans for strategic
growth of the Company.

Criteria or Policy for making    This policy outlines the framework for making payments to

payments to NED    Non-Executive Directors, including criteria for determining their

remuneration based on their roles and responsibilities. It ensures
transparency and alignment with applicable regulatory provisions.

Policy on Materiality of related    The policy provides a framework for identifying and determining the

party transaction    materiality of related party transactions and ensures proper review,

approval, and disclosure in compliance with applicable laws and
regulations.

Preservation of Documents    This policy has a strategic objective of ensuring that significant

_and A_rchi_val P_oli_cy    documents as specified in this policy are safeguarded and preserved

to ensure longevity of such documents.

Policy for determination of    This policy applies for determining and disclosing material events

Materiality of Events    taking place in the Company.

Code of Conduct for BOD &    The Code of Conduct for the Board of Directors and Senior

SMP    Management Personnel lays down the principles for ethical

governance and responsible leadership.

Terms and Condition for    The policy provides framework that regulates the appointment,

Appointment of Independent    re-appointment of Independent directors and defines their roles,

_Director    responsibilities and powers.

Policy On Identification of    The policy lays down the criteria for identifying group companies

Group Companies, Material    and material creditors based on defined thresholds. It ensures

_Creditors    transparency and consistency in disclosures as required under

applicable regulatory frameworks.

Vigil Mechanism and Whistle This policy establishes a Vigil Mechanism (Whistle Blower
Blower Policy    Mechanism) that provides a channel to the employees and Directors

of the Company to report to the Management instances of unethical
behavior, actual or suspected fraud or violation of the Company's
code of conduct. The vigil mechanism is required to provide
adequate safeguards against victimization of persons who use such
mechanisms.

Code of Practices and    The code of Practices and Procedures for Fair Disclosure of

Procedures for UPSI    Unpublished Price Sensitive Information without advantage to any

particular person(s).

Code of Conduct for    The code outlines the principles and procedures to prevent insider

Prohibition of Insider Trading    trading by regulating the communication and trading of unpublished

price sensitive information, in accordance with SEBI (PIT) Regulations.

Corporate Social    The policy outlines the Company's approach towards undertaking

Responsibility Policy    Corporate Social Responsibility activities, focusing on sustainable

development and social welfare in line with the provisions of the
Companies Act, 2013.

Risk management Policy    The policy provides a framework for identifying, assessing, and

managing risks that may impact the Company's business objectives,
ensuring a structured and consistent approach to risk mitigation.

21. AUDITORS

i.    Statutory Auditors:    At the Third Annual General Meeting held on September 29, 2023,

the members approved the appointment of M/s. A D V & Associates,
Chartered Accountants (Firm Registration No. 128045W) as the
Statutory Auditors of the Company. Their appointment is for a term
of five consecutive years, commencing from the conclusion of the
Third AGM and continuing until the conclusion of the Eighth AGM,
scheduled to be held in the year 2028. Pursuant to the provisions
of Section 139(1) of the Companies Act, 2013, as amended, the
Company is not required to seek shareholders' approval every year
for the continuation of the statutory auditors during their approved
term. The Auditor's Report for the financial year ended March 31, 2025,
contains no qualifications, reservations, or adverse remarks. The
report is clean and unmodified.

The Notes to the Financial Statements are self-explanatory and do
not require any additional comments or clarifications from the Board.

ii.    Secretarial Auditor:    Pursuant to the provisions of Section 204 of the Companies Act,

2013 and the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing
Regulations, the Board of Directors of the Company at its meeting
held on September 01, 2025, based on recommendation of the
Audit Committee, has approved the appointment of M/s Maharshi
Ganatra and Associates, a firm of the Company Secretaries in
Practice (C.P. No 14520) as Secretarial Auditors of the Company for
a term of five consecutive years commencing from FY 2025-26 till FY
2029- 30, subject to approval of the Members at the ensuing AGM.
The Secretarial Audit Report for the financial year ended 31st March,
2024 is appended to this Report in Form MR-3. The Secretarial Audit
Report does not contain any qualifications, reservations or adverse
remark.

The Secretarial Audit Report (MR-3) forms part of this Annual Report
as "(Annexure-I)" to the Directors Report.

The Company does have material subsidiaries, however, the
provisions of Regulation 24A of the Listing Regulations pertaining to
secretarial audit is not applicable with respect to the subsidiaries of
the Company.

iii. Cost Audit & Maintenance    The Cost Audit as specified by the Central Government under sub-

of Cost Records:    section (1) of Section 148 of the Companies Act, 2013, is not required

and accordingly no such cost accounts and records are made and
maintained by the Company.

iv.    Internal Auditor:    During the year under review, M/s. Mittal & Associates, Chartered

Accountants, were appointed as the Internal Auditors of the Company
in accordance with the applicable provisions of the Act.

22.    MAINTENANCE OF COST    The maintenance of cost accounts and records as prescribed under

RECORDS:    Section 148(l) of the Companies Act, 2013 is not applicable to the

Company.

23. VIGIL MECHANISM/WHISTLE    The Company promotes ethical behaviour in all its business

BLOWER_:    activities and has established a vigil mechanism for its Directors,

Employees and Stakeholders associated with the Company to report
their genuine concerns. The Vigil Mechanism as envisaged in the
Companies Act, 2013 and the Rules prescribed thereunder and the
SEBI Listing Regulations is implemented through the Whistle Blower
Policy, to provide for adequate safeguards against victimisation of
persons who use such mechanism and make provision for direct
access to the Chairperson of the Audit Committee.

The Vigil Mechanism policy is displayed on the website of the
company, viz https://www.veefin.com/corporate-policies.php

24.    RISK MANAGEMENT:    The company has incorporated elements of Risk into its operations,

with mitigation and reduction efforts guided by the implementation
of ISO Certification. The Risk Management Policy plays a crucial role
in overseeing the entire risk management process, encompassing
operational, financial, strategic, and regulatory risks. Managing risk
is integral to the company's strategy. The company has already
implemented a Risk Management Policy, and the Board of Directors
has developed a comprehensive risk management framework. This
framework is designed to assess risks and determine appropriate
responses to minimize their adverse impact on the organization.

25. INTERNAL FINANCIAL    The Company has put in place an adequate system of internal

CONTROLS_:    financial control commensurate with its size and nature of its

business and continuously focuses on strengthening its internal
control processes. These systems provide a reasonable assurance in
respect of providing financial and operational information, complying
with applicable statutes, safeguarding of assets of the Company
and ensuring compliance with corporate policies. The internal
financial control of the company is adequate to ensure the accuracy
and completeness of the accounting records, timely preparation
of reliable financial information, prevention and detection of frauds
and errors, safeguarding of the assets, and that the business is
conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal
Financial controls. During the year, such controls were tested and
no reportable material weaknesses were observed. The system also
ensures that all transactions are appropriately authorized, recorded
and reported.

26. DETAILS OF SUBSIDIARY/

JOINT VENTURES/ASSOCIATE

COMPANIES:

•    Associates: During the
year under review, the
Company does not have
any associate Companies.

•    Subsidiaries: During the
year under review, the
Company has 8 Subsidiary
Companies

i.    Veefin Solutions Limited -
Dhaka, Bangladesh

ii.    Veefin Solutions FZCO -
Dubai, United Arab Emirates

iii.    FinFuze Software Private
Limited

iv.    GlobeTF Solutions Private
Limited

v.    IDVee Digital Labs Private
Limited

vi.    Estorifi Solutions Limited¹

vii.    Veefin Capital Private
Limited²

viii.    Infini Systems Limited³

¹Estorifi Solutions Limited
became subsidiary Company
of Veefin Solutions Limited w.e.f.
June 14, 2024 and was classified
as a Material Subsidiary w.e.f
April 1, 2025

²Veefin Capital Private Limited
has been Incorporated as a
Subsidiary Company of Veefin
Solutions Limited w.e.f. August
8, 2024

³. Infini Systems Limited became
subsidiary Company of Veefin
Solutions Limited w.e.f. August
12, 2024 and was classified as a
Material Subsidiary w.e.f April 1,
2025.

• Step - down Subsidiaries

During the year under review,
the Company has 5 Step -
down Subsidiary Companies.

i.    Chain Fintech Solutions
Limited

ii.    Nityo Tech Private Limited¹

iii.    Regime Tax Solutions
Private Limited²

iv.    Epikindifi Software &
Solutions Private Limited³

v.    White Rivers Media Solutions
Private Limited⁴

¹Nityo Tech Private Limited
became step-down subsidiary
of Veefin Solutions Limited
w.e.f. September 27, 2024 and
was classified as a Material
Subsidiary w.e.f April 1, 2025.

²Regime Tax Solutions Private
Limited became step-down
subsidiary of Veefin Solutions
Limited w.e.f. September 30,
2024

³Epikindifi Software & Solutions
Private Limited became step-
down subsidiary of Veefin
Solutions Limited w.e.f. February
14, 2025 and was classified as a
Material Subsidiary w.e.f April 1,
2025.

⁴ White Rivers Media Solutions
Private Limited became step-
down subsidiary of Veefin
Solutions Limited w.e.f. July 02,
2025.

During the year under review,
no company ceased to be a
subsidiary of the Company.

The details of Subsidiary
Company are attached as
Annexure II in AOC-1.

• Joint Ventures:

During the year under review,
the Company does not have
any associate Companies.

27.    COMPLIANCE WITH    The Company is compliant with the applicable Secretarial Standards

SECRETARIAL STANDARDS_:    (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General

Meetings, respectively.

28.    CONSERVATION OF ENERGY, i. Conservation of Energy
TECHNOLOGY ABSORPTION

a.    The steps taken or impact on conservation of energy - The

AND FOREIGN EXCHANGE

Operations of the Company are not energy intensive. However,
^{EARNINGS AND OU :}    adequate measures have been initiated for conservation of

energy.

b.    The steps taken by the Company for utilizing alternate source
of energy - Company shall consider on adoption of alternate
source of energy as and when necessities.

c.    The Capital Investment on energy conversation equipment - No
Capital Investment yet.

ii.    Technology Absorption

a.    The efforts made towards technology absorption - Minimum
technology required for Business is absorbed.

b.    The benefits derived like product improvement, cost reduction,
product development or import substitution - Not Applicable.

c.    In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) - Not
Applicable.

1.    the details of technology imported;

2.    the year of import;

3.    whether the technology been fully absorbed;

4.    if not fully absorbed, areas where absorption has not taken
place, and the reasons thereof

iii.    The expenditure incurred on Research and Development -

Not Applicable.

 

iv.    Foreign Exchange earnings and outgo:

Particulars	2024-2025	2023-2024
Foreign Exchange Outgo	S400.66 Lakhs	S494.87 Lakhs
Foreign Exchange Earning	^1,437.45 Lakhs	S878.08 Lakhs

29.    PARTICULARS OF    Details of Loans, Guarantees and Investments covered under the

LOANS, INVESTMENTS AND    provisions of Section 186 of the Companies Act, 2013 are given in the

GUARANTEES:    notes to the Financial Statements

30.    PARTICULARS    All contracts / arrangements / transactions entered by the Company

OF CONTRACTS OR    during the financial year with related parties were in the ordinary

ARRANGEMENTS WITH RELATED    course of business and on an arm's length basis. The details of

PARTIES_:    contract / arrangement / transaction with related parties which are

material in nature in accordance with the policy of the Company on
materiality of related party transactions and Section 134(3) of the
Companies Act is appended in Form AOC-2 which forms a part of
this Annual Report as Annexure III.

31.    DEPOSITS:    The Company has not invited /accepted any deposits from the

public falling within the ambit of Section 73 of the Companies Act,
2013 and the Companies (Acceptance of Deposits) Rules, 2014.

32.    SIGNIFICANT AND    There are no significant and material orders passed by the Regulators

MATERIAL ORDERS_:    or Courts or Tribunals impacting the going concern status and

Company's operations in future.

33. DETAILS OF MATERIAL    There have been material changes and commitments affecting the

CHANGES AND COMMITMENTS    financial position of the Company that have occurred between the

AFFECTING FINANCIAL    end of the financial year to which the financial statements relate and

POSITION BETWEEN THE END OF the date of this report. These are as follows:

^{THE FINANCIAL YEAR AND THE}    i Acquisition of 26.55% stake in White Rivers Media Solutions Private

^{DATE OF REPORT}.    Limited through its subsidiary Infini Systems Limited (formerly

known as Infini Systems Private Limited)

Between the end of the financial year 2024-2025 and the date of
report Veefin Solutions Limited, through its subsidiary Infini Systems
Limited, acquired 26.55% stake consisting of 3,932 Equity shares
along with majority Board control of White Rivers Media Solutions
Private Limited. The acquisition was completed on July 02, 2025. This
strategic investment was undertaken with the objective of enhancing
revenue streams and operational efficiency by integrating software
offerings and consolidating client relationships across both entities.

ii. In accordance with the Company's Policy on determining material
subsidiaries, the following entities were identified as material
subsidiaries subsequent to the close of the financial year ended
March 31, 2025, based on their turnover or net worth as on March
31, 2025, exceeding 10% of the consolidated turnover or net worth
of the Company for the immediately preceding financial year:

•    Infini Systems Limited

•    Estorifi Solutions Limited

•    Epikindifi Software & Solutions Private Limited

•    Nityo Tech Private Limited

34. DISCLOSURE AS PER SEXUAL    The Company maintains a zero-tolerance stance towards sexual

HARASSMENT OF WOMEN AT    harassment in the workplace. In line with the provisions of the Sexual

WORKPLACE (PREVENTION,    Harassment of Women at Workplace (Prevention, Prohibition and

PROHIBITION AND REDRESSAL)    Redressal) Act, 2013 and the associated rules, we have implemented

ACT 2013_:    a comprehensive policy to prevent, prohibit, and address incidents of

^{,    :}    sexual harassment. This policy is publicly available on the Company's

website at https://www.veefin.com/corporate-policies.php

The Company has duly constituted an Internal Complaints
Committee (ICC) in accordance with the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed thereunder. The ICC is
responsible for addressing complaints of sexual harassment in a
timely, fair, and confidential manner, ensuring a safe and respectful
work environment for all employees.

Details of Complaints Handled During the Financial Year:

Sr. No. Particulars	Number
1 Number of complaints of sexual harassment . received during the year	0
2 Number of complaints disposed of during the . year	0
3 Number of cases pending for more than . ninety days	0

The Company was not in receipt of any complaint of sexual
harassment during the year.

35. THE INFORMATION    The information required under section 197(12) of the Act read

PURSUANT TO SECTION    with Rule 5 of the Companies (Appointment and Remuneration of

197(12) OF THE ACT READ    Managerial Personnel) Rules, 2014 is attached as Annexure IV which

WITH RULE 5(1) OF THE    forms a part of this report. The remuneration is also disclosed in the

COMPANIES (APPOINTMENT    annual return of the Company which is available on www.veefin.com

AND REMUNERATION OF
MANAGERIAL PERSONNEL)

RULES, 2014, RELATING
TO MEDIAN EMPLOYEE'S
REMUNERATION FOR THE
FINANCIAL YEAR UNDER
REVIEW IS AS BELOW:

36. CORPORATE SOCIAL    The Company's CSR initiatives and activities are aligned to the

RESPONSIBILITY    requirements of Section 135 of the Act. A brief outline of the CSR

policy and the initiatives undertaken by the Company on CSR
activities during the year under review are set out in Annexure VI of
this report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. This Policy is available on the
Company's website at www.veefin.com.

37.    DETAILS OF APPLICATIONS    No application is made during the Financial Year 2024-2025 by or

MADE OR ANY PROCEEDING    against the Company and there are no proceedings pending under

PENDING UNDER THE    the Insolvency and Bankruptcy Code 2016.

INSOLVENCY AND
BANKRUPTCY CODE 2016:

38.    HUMAN RESOURCES:    At our company, we place paramount importance on our people,

recognizing them as our most valuable strategic assets. We are
deeply committed to comprehensive talent management, fostering
a culture of continuous growth, and implementing effective
performance management practices to empower our teams and
drive long-term organizational success. Our company has built
a dynamic and responsive organizational framework designed
to drive clear and measurable business outcomes. We prioritize
consistent communication and ongoing engagement to keep all
team members aligned with shared goals and informed about shifts
in our strategic direction. At the heart of our approach is a strong,
values-driven culture rooted in trust, accountability, and mutual
respect, ensuring every employee understands and embraces
the principles that shape our decisions and actions. Our workforce
represents a well-balanced blend of talent across all organizational
levels, fostering a diverse and inclusive environment where different
perspectives are valued and encouraged.

The Board affirms that our remuneration practices are fully aligned
with the Company's established policy, promoting fairness, ensuring
equitable and transparent treatment throughout the organization.

The Company had a total of 255 employees as of March 31, 2025. The
gender-wise bifurcation of employees along with their respective
percentages is provided in the table below:

 

Category	Number of Employees	Percentage (%)
Male	191	74.90%
Female	64	25.10%
Total	255	100.00%

 

Maternity ^benefit ^c°^mp|i^ance    The Company is committed to ensuring the welfare and rights of its

employees in accordance with the applicable laws. The Company
has always complied with the provisions of the Maternity Benefit Act,
1961, as amended by the Maternity Benefit (Amendment) Act, 2017.

The Company ensures that all eligible women employees are
provided with the mandated maternity leave, benefits, and facilities
as prescribed under the Act. The internal policies have been suitably
aligned to support employees through flexible work arrangements,
paid leave, and workplace reintegration programs after maternity
leave.

 

Based on the framework of
internal financial controls
and compliance systems
established and maintained by
the Company, work performed
by the internal, statutory
and secretarial auditors and
external consultants and
the reviews performed by
management and the relevant
board committees, including
the audit committee, the
board is of the opinion that the
Company's internal financial
controls were adequate and
effective during the financial
year 2024-2025

40. OTHER
DISCLOSURES:

i.    DISCLOSURE UNDER SECTION
43(a)(ii) OF THE COMPANIES
ACT, 2013:

The Company has not issued
any shares with differential
rights as to dividend, voting
or otherwise and hence no
information as per provisions of
Section 43(a)(ii) of the Act read
with Rule 4(4) of the Companies
(Share Capital and Debenture)
Rules, 2014.

ii.    DISCLOSURE UNDER SECTION
54(1)(d) OF THE COMPANIES
ACT, 2013:

The Company has not issued
any sweat equity shares during
the year under review and
hence no information as per
provisions of Section 54(1)(d) of
the Act read with Rule 8(13) of
the Companies (Share Capital
and Debenture) Rules, 2014 is
furnished.

 

39. DIRECTORS'

RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of
the Companies Act, 2013, the
board of Directors, to the best
of their knowledge and ability,
confirm that:

i.    In the preparation of the
annual accounts, the
applicable accounting
standards have been
followed and there are no
material departures.

ii.    They have 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/loss of the
Company for that period.

iii.    They have taken proper
and sufficient care for
the maintenance of
adequate accounting
records in accordance
with the provisions of the
Act for safeguarding the
assets of the Company
and for preventing and
detecting fraud and other
irregularities.

iv.    They have prepared the
annual accounts on a
going concern basis.

v.    They have laid down internal
financial controls to be
followed by the Company
and such internal financial
controls are adequate and
operating effectively.

vi.    They have devised
proper systems to ensure
compliance with the
provisions of all applicable
laws and that such systems
were adequate and
operating effectively.

iii.    DISCLOSURE UNDER SECTION
62(1)(b) OF THE COMPANIES
ACT,2013:

During the year under review,
the Company has issued grants
under Veefin Solutions Limited
- Employee Stock Option Plan,
2023 as per the provisions of
Securities and Exchange Board
of India (Share Based Employee
Benefits and Sweat Equity)
Regulations 2021.

iv.    DISCLOSURE UNDER SECTION
67(3) OF THE COMPANIES ACT,
2013:

During the year under review,
there were no instances of
non-exercising of voting rights
in respect of shares purchased
directly by employees under
a scheme pursuant to Section
67(3) of the Act read with Rule
16(4) of Companies (Share
Capital and Debentures) Rules,
2014 is furnished.

v.    DISCLOSURE OF REASON
FOR DIFFERENCE BETWEEN
VALUATION DONE AT THE TIME
OF TAKING LOAN FROM BANK
AND AT THE TIME OF ONE TIME
SETTLEMENT:

There were no instances
where your Company required
the valuation for one time
settlement or while taking the
loan from the Banks or Financial
institutions.

vi.    COMPLIANCE WITH
CORPORATE ACTIONS DURING
THE YEAR:

There was no failure to
implement any Corporate
Action during the year.

41.    REPORTING OF    The Auditors of the Company have not reported any instances of

FRAUD:    fraud committed against the Company by its officers or employees

as specified under Section 143(12) of the Companies Act, 2013.

42. SEBI COMPLAINTS REDRESS    The investor complaints are processed in a centralized web-based

SYSTEM (SCORES)_:    complaints redress system. The salient features of this system are

centralized database of all complaints, online upload of Action Taken
Reports (ATRs) by the concerned companies and online viewing by
investors of actions taken on the complaint and its current status.
Your Company has been registered on SCORES as well as SMART ODR
platform and makes every effort to resolve all investor complaints
received through SCORES or otherwise within the statutory time limit
from the receipt of the complaint. An investor, who is not familiar with
SCORES or does not have access to SCORES, can lodge complaints in
physical form at any of the offices of SEBI. Such complaints would be
scanned and also uploaded in SCORES for processing.

SEBI vide its circular SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/131 & SEBI/
HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated 31st July, 2023 & 4th
August, 2023 respectively, read with Master Circular dated July 31,
2023 (updated as on August 11, 2023), has established a common
Online Dispute Resolution Portal ("ODR Portal") for resolution of
disputes arising in the Indian Securities Market.

An investor/client shall first take up his/her/their grievance with the
Market Participant by lodging a complaint directly with the concerned
Market Participant. If the grievance is not redressed satisfactorily,
the investor/client may, in accordance with the SCORES guidelines,
escalate the same through the SCORES Portal in accordance with the
process laid out therein. After exhausting these options for resolution
of the grievance, if the investor/client is still not satisfied with the
outcome, he/she/they can initiate dispute resolution through the
ODR Portal- https://smartodr.in/login

The Company has not received any complaint on the SCORES and
SMART ODR during financial year 2024-2025.

43. SHAREHOLDING OF    No other Director (except as mentioned below) holds any shares in

DIRECTORS AS ON MARCH 31,    the Company.

25:

Sr.	Name of the	Shareholding at the beginning of the year		Shareholding at the end of the year.
no	Directors	Shares	% of	Shares	% of
Â	Â	Held	holding	Held	holding
1	Raja Debnath (Managing Director)	70,99,911	33.51	71,08,111	29.65
2	Gautam Vijay Udani (Whole-time Director)	13,41,414	6.33	13,41,414	5.60
3	Ajay Rajendran (Non-Executive Director)	42,22,483	19.93	37,64,483	15.70

44. OTHER
INFORMATION:

a.    5th Annual General
Meeting

b.    Financial Calendar for the
year 2024-2025

c.    Listing of Equity Shares on
Stock Exchange and Stock
Codes

Date	Time	Venue
26th September, 2025	3:00 PM	AGM will be held through electronic mode [video conference or other audio¬ visual means("OAVM")]

 

Financial year

1st April, 2024 to 31st March, 2025 (both days inclusive)

 

Listing on Stock Exchange: BSE SME,

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Scrip
Code: 543931

 

d. Location and time, where Annual General Meeting (AGM) for the last 3 years were held is given below:	Financial Year	AGM	Date	Time	Location
	2023-24	4th	Friday, 27th September, 2024	02.30 p.m.	AGM was held through electronic mode [video conference or other audiovisual means("OAVM")] Deemed Venue: 601, Neelkanth Corporate IT Park, Kirol Road, Vidyavihar (w), Mumbai, 400086
Â	2022-23	3rd	Friday, 29th September, 2023	02.30 p.m.	AGM was held through electronic mode [video conference or other audiovisual means("OAVM")] Deemed Venue: 601, Neelkanth Corporate IT Park, Kirol Road, Vidyavihar (w), Mumbai, 400086
Â	2021-22	2nd	Friday, 30th September, 2022	03.00 p.m.	601, Neelkanth Corporate IT Park, Kirol Road, Vidyavihar (w), Mumbai, 400086

e. Extra Ordinary General    During 2024-2025, no Extra Ordinary General Meeting (EGM) of

Meeting:    shareholders was held.

f.    Postal ballots    During 2024-2025, the Company sought the approval of the

shareholders by way of postal ballot, the details of which are given
below.

Postal Ballot vide notice dated March 27, 2024, on the following
Resolution(s):

•    Approval of Material Related Party Transactions of Veefin
Solutions Limited (Company) with its Related parties. - Ordinary
Resolution

•    Approval of Material Related Party Transactions between FinFuze
Software Private Limited, a subsidiary of the Company with
its Related parties and the Related parties of the Company. -
Ordinary Resolution

•    Approval of Material Related Party Transactions between
GlobeTF Solutions Private Limited, a subsidiary of the Company
with its Related parties and the Related parties of the Company.
- Ordinary Resolution

•    Approval of Material Related Party Transactions between IDVee
Digital Labs Private Limited, a subsidiary of the Company with its
Related parties and the Related parties of the Company. Ordinary
Resolution

The Voting period was from Saturday, April 06, 2024 (9.00 AM Indian
Standard Time) and ends on Sunday, May 05, 2024 (5.00 PM Indian
Standard Time) and the e-voting module was disabled / blocked
after 5.00 PM on Sunday, May 05, 2024. The consolidated report on
the result of the postal ballot through remote e-voting for approving
the aforementioned resolutions was provided by the Scrutiniser on
Monday, May 06, 2024.

g.    Registrar and Share Transfer REGISTRAR AND SHARE TRANSFER AGENT:

Agent (RTA)

Bigshare Services Private Limited

Office No. S6-2, 6th Floor Pinnacle Business Park, Next to Ahura Centre
Mahakali Caves Road, Andheri (East). Tel: [phone].

Website: https://www.bigshareonline.com/

h.    Share transfer system:    The Board has the authority for approving transfer, transmission of

the Company's securities.

As per SEBI Notification No. SEBl/LAD-NRO/GN/2018/24 dated June
8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/
GN/2018/49 dated November 30, 2018, requests for effecting transfer
of securities (except in case of transmission or transposition of
securities) cannot be processed from April 1, 2019 unless the securities
are held in the dematerialized form with the depositories.

The Board appreciates that all the members are holding shares in
dematerialized form.

i. Distribution of shareholding as on 31st March, 2025:	Nominal Value of Shares: Rs. 10				Â	Â	Â
Â	Sr No	Shareholding Of Nominal		Number Of Share¬ holders	% To Total	Shares(9)	% To Total
1		1	5000	2550	50.8982	7556650	3.1521
2		5001	10000	1058	21.1178	8082000	3.3712
3		10001	20000	698	13.9321	10742000	4.4808
4		20001	30000	174	3.4731	4399970	1.8354
5		30001	40000	134	2.6747	4723650	1.9704
6		40001	50000	86	1.7166	3993360	1.6657
7		50001	100000	181	3.6128	13067970	5.4510
8		100001	9999999 99999999	129	2.5749	187168470	78.0734
Total		Â	Â	5010	100.0000	239734070	100.0000

j. Compliance with mandatory    The Company has complied with all mandatory requirements

and non-mandatory    of Listing Regulations and has not adopted any non-mandatory

requirements of the Listing    requirements which are not applicable to the Company.

Regulations

45. C°^Rp°^{RATE GOVERNANCE}    The Company does not fall under purview of Regulations of Corporate

Governance.

Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures
Requirements) Regulations, 2015, the provisions of reporting of
Corporate Governance as specified in Regulation 27 (2) is not
applicable to the Company, as it is SME Listed Company.

Though the Corporate Governance is not applicable to the Company,
the Company has given certain disclosures as a practice of good
corporate governance.

46.    CAU^{T|ONARY STATE}M^ENTS:    Statements in this Annual Report, particularly those which relate to

Management Discussion and Analysis as explained in the Corporate
Governance Report, describing the Company's objectives, projections,
estimates and expectations may constitute 'forward looking
statements' within the meaning of applicable laws and regulations.
Actual results might differ materially from those either expressed or
implied in the statement depending on the circumstances.

47.    A^{CKNOWLEDGEMENTS:}    Your Directors would like to express deep sense of appreciation

for the assistance and co-operation received from the Financial
Institutions, Banks, Government Authorities and Shareholders and
for the devoted service by the Executives, staff and workers of the
Company. The Directors express their gratitude towards each one of
them.

By Order of the Board of Directors

FOR VEEFIN SOLUTIONS LIMITED
FORMERLY KNOWN AS VEEFIN
SOLUTIONS PRIVATE LIMITED

Raja Debnath    Gautam Udani

Managing Director    Whole Time Director

DIN: 07658567    DIN: 03081749

ADD: Global One, 2nd Floor, Office 1, CTS No 252 252 1,
OPP SBI, LBS Marg, Kurla(W), Mumbai, Maharashtra,
India, 400070

Date: September 01, 2025
Place: Mumbai

---

Mar 31, 2024

Your Directors take pleasure in presenting their 4^th Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended March 31,2024 (period under review).

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY:

The summary of standalone and consolidated financial highlights for the financial year ended March 31,2024 and the previous financial year ended March 31, 2023 is given below:

(Amount in lakhs except EPS)

Partin ilar?	Standalone		Consolidated
i ai uuuicn a	2023-2024	2022-2023	2023-2024	2022-2023
Total revenue from operations (including other income)	2,078.21	1,344.23	2,499.42	1,448.18
Total expenses	1,287.13	860.67	1,532.58	915.49
Profit before interest, depreciation & Taxes	902.51	505.30	1,081.70	555.58
Depreciation & Amortisation	87.55	21.46	94.10	22.61
Profit before tax	791.08	483.56	966.84	532.69
Income tax expenses	227.23	105.01	227.49	105.01
Profit after tax	563.85	378.55	739.35	427.68
EPS
Basic (H)	2.74	2.06	3.60	2.33
Diluted (H)	2.51	2.06	3.29	2.33

FINANCIAL PERFORMANCE:

The Company''s performance during the year ended March 31, 2024 as compared to the previous financial year, is summarized below:

STANDALONE FINANCIAL STATEMENTS

The Total Revenue of the Company stood at H 2,078.21 Lakhs for the year ended March 31, 2024 as against H 1,344.23 Lakhs in the previous year. The Company has a Net Profit of H 563.85 Lakhs for the year ended March 31, 2024 as compared to the Net Profit of H 378.55 Lakhs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

The Total Revenue of the Company stood at H 2,499.42 Lakhs for the year ended March 31, 2024 as against H 1,448.18 Lakhs in the previous year. The Company has a Net Profit of H 739.35 Lakhs for the year ended March 31, 2024 as compared to the Net Profit of H 427.68 Lakhs in the previous year.

2. DIVIDEND:

The Company is in a growing stage and keeping in view of required funds to support its future growth, your Directors do not recommend any dividend for the financial year ended March 31, 2024 with a view to conserve the resources for future.

3. CHANGES IN NATURE OF BUSINESS

There was no change in nature of Business during the year.

4. Significant Events during the financial year:

CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

In the Financial Year (FY) 2023-2024 under review, following the receipt of a Fresh Certificate of Incorporation consequent upon Conversion from a Private Company to a Public Company from the Registrar of Companies in Mumbai, the status of our company was officially

converted from a "Private Limited Company" to a "Public Limited Company" effective from May 15, 2023.

This conversion represents a strategic move aimed at expanding our company''s activities and driving towards greater efficiency. By transitioning to a public limited company, we are positioning ourselves to leverage new opportunities and enhance our growth potential.

We believe that this change will benefit our shareholders by providing increased liquidity, improved transparency, and broader access to capital market.

DETAILS OF INITIAL PUBLIC OFFER:

On June 16, 2023, the Company successfully issued its securities through an Initial Public Offering (IPO), as outlined in the Prospectus dated June 16, 2023. Following this, on July 5, 2023, the Company''s Securities were listed on the BSE SME Platform.

During the IPO, the Company offered 56,99,200 Equity Shares at the Offer Price of H 82 each with the issue being oversubscribed on an overall basis. Specifically, the Initial Public Offer was subscribed 2.46 times, showcasing the confidence and interest of investors in our Company''s prospects.

In detail, the public issue received subscriptions of 1.65 times in the retail category and 3.26 times in the NII (NonInstitutional Investor) category. This remarkable response underscores the market''s confidence in our company''s growth trajectory and potential.

LISTING OF SHARES ON STOCK EXCHANGE:

The Equity Shares of the Company got listed on the SME platform of BSE Limited with effect from July 05, 2023.

PREFERENTIAL ALLOTMENT:

¦ 4,20,000 Convertible Warrants:

During the FY 2023-2024, subsequent to the approval of the shareholders at their meeting held on February 22, 2024, the Board of Directors of the Company at their meeting held on March 13, 2024 have considered and approved the allotment of 4,20,000 (Four Lakh Twenty Thousand) warrants of H 267.50 (Rupees Two Hundred and Sixty-Seven and Fifty Paise only) ("Warrant Issue Price") each, payable in cash (including the warrant subscription price and the warrant exercise price), ("Warrants Issue Price"), aggregating upto H 11,23,50,000 (Rupees Eleven Crore Twenty-Three Lakhs Fifty Thousand Only) ("Total Warrants Issue Size"). Accordingly, the Company is in receipt of an amount aggregating to

H 2,80,87,500/- (Rupees Two Crore Eighty Lakh Eighty-Seven Thousand Five Hundred Only) at the rate of H 66.87 (Rupees Sixty Six and Eighty Seven Paise only) per warrant, being 25% of the issue price per warrant as upfront payment ("Warrant Subscription Price") from the specified Promoters shareholders. Each of the Warrant, so allotted, is convertible into or exchangeable for one fully paid-up equity share of face value of H 10/- (Rupee Ten only) of the Company in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of H 200.63/- (Rupees Two Hundred and Sixty Three Paise Only) per warrant (being 75% of the issue price per warrant) from the Allottees at the time of allotment of equity shares pursuant to exercise of conversion option against each such warrant.

¦ 13,85,600 Equity Shares:

During the FY 2023-2024, shareholders at their meeting held on February 22, 2024 considered and approved issuance of 14,32,000 (Fourteen Lakhs Thirty- Two Thousand) fully paid-up Equity shares, having Face Value of Re. 10/- (Rupee Ten Only) each at a price of H 267.50/- (Rupees Two Hundred Sixty-Seven and Fifty Paise only) per Equity Share (including a premium of H 257.50/- (Rupees Two Hundred Fifty-Seven and Fifty Paise Only) per share. However, several allottees were disqualified by the stock exchange from participating in the preferential offer because they had engaged in trading within the 90 trading days prior to the relevant date.

Subsequently, the Board of Directors of the Company at their meeting held on March 13, 2024 have considered and approved the allotment of 13,85,600 (Thirteen Lakhs Eighty- Five Thousand Six Hundred) fully paid-up Equity shares, having Face Value of H 10/- (Rupee Ten Only) each at a price of H 267.50/-(Rupees Two Hundred Sixty-Seven and Fifty Paise only) per Equity Share (including a premium of H 257.50/- (Rupees Two Hundred Fifty-Seven and Fifty Paise Only) per share to Non-Promoter Investors, on Preferential basis. Accordingly, the Company is in receipt of an amount aggregating to H 37,06,48,000/-(Rupees Thirty-Seven Crore Six Lakh Forty-Eight Thousand Only) ("Preferential Allotment Price") from the specified non-promoter shareholders.

The funds raised through the preferential issue will be utilized for the expenditure on global sales & marketing and development of new products.

The company has recently expanded its business operations by incorporating three new subsidiaries, each based in Mumbai, Maharashtra. Each of these subsidiaries will contribute to expanding the company''s reach and capabilities in the software, technology, and digital domains. Here''s an overview of these subsidiaries:

Sr. No.		Name of the Subsidiary	Date of incorporation	Percentage of shares held in the subsidiary
1		FinFuze Software Private Limited	December 03, 2023	73.49%
2		GlobeTF Solutions	December 08,	73.96%
		Private Limited	2023
3		IDVee Digital Labs	December 11,	73.98%
		Private Limited	2023

5. Transfer of unclaimed dividend to Investor Education and protection fund:

The provisions of Section 125(2) of Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. Change in the Memorandum of Association of the Company:

The Company has altered its Memorandum of Association considering the conversion of Company from Private Limited to Public Limited and thus changed the name clause of the Company from Veefin Solutions Private Limited to Veefin Solutions Limited vide a Special resolution passed at the Extra Ordinary General Meeting of Members of the Company held on May 05, 2023.

7. Statement of Deviation and Variation under Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

PREFERENTIAL ALLOTMENT:

The funds raised pursuant to preferential allotment has been utilized for the purpose for which it is raised as mentioned in the Prospectus.

Objects for which funds have been raised and where there has been a deviation, in the following table: (As on 31.03.2024)

(Amount in rrore-cA

Sr. No.	Original Object	Modified object, if any	Original Allocation	Modified allocation, if any		Funds utilised	Amount of deviation/ variation for the quarter according to applicable object	Remarks if any
1	Global - Sales and Marketing Expense Developing new product or upgrading and updating existing products General Corporate Purpose	NA	39.874	0.000		11.114	0.000

There is no deviation in the objects for utilisation of funds. The funds were utilised for the Objects of Offer as per our Prospectus Objects for which funds have been raised and where there has been a deviation, in the following table: : (As on 31.03.2024)

(Amount in crores)

Sr. No.

Original Object

Modified object, if any

Original Allocation

Modified allocation, if any

Funds utilised

Amount of deviation/ variation for the quarter according to applicable object

Remarks if any

1

Sales & Marketing

NA

4.800

0.00

2.145

0.000

According to the Prospectus, the entire allocation of funds for sales and marketing was INR 4.8 crores spread over 2 years I.E. INR 1.8 crores for FY 2023-24 and INR 3 crores for FY 2024-25.

It is important to note that there is no deviation in the objects for which funds were to be used.

However, there is a variation between the estimated amount in the Prospectus and the actual expenses incurred.

The actual sales and marketing expenses incurred as reported in our Statement of deviation filed for the half year ended Sep- 23 was INR 1.908 crores. There was an additional sales and marketing expenses incurred during the half year ended Mar- 24 of INR 0.237 crores from the IPO funds.

Therefore, the total actual sales and marketing expenses incurred from the IPO funds is INR 2.145 crores.

2

Product Development

NA

15.500

0.00

17.252

1.752

According to the Prospectus, the entire allocation of funds for product development was INR 15.5 crores spread over 2 years I.E. INR 10 crores for FY 202324 and INR 5.5 crores for FY 2024-25.

It is important to note that there is no deviation in the objects for which funds were to be used.

However, there is a variation between the estimated amount in the Prospectus and the actual expenses incurred.

The actual product development expenses incurred as reported in our Statement of deviation filed for the half year ended Sep-23 was INR 17.252 crores.

The reason for the difference was due to development of additional features and new products as stated in the Prospectus.

There was no additional cost incurred during the half year ended Mar-24 from the IPO funds as the funds are completely utilized.

Sr. No.	Original Object	Modified object, if any	Original Allocation	Modified allocation, if any	Funds utilised	Amount of deviation/ variation for the quarter according to applicable object	Remarks if any
3	General Corporate purpose	NA	2.536	0.00	3.439	0.903	According to the Prospectus, the entire allocation of funds for general corporate purpose was INR 2.54 crores spread over 2 years I.E. INR 1.54 crores for FY 2023-24 and INR 1 crores for FY 2024-25. It is important to note that there is no deviation in the objects for which funds were to be used. However, there is a variation between the estimated amount in the Prospectus and the actual expenses incurred. The actual expenses incurred for general corporate purpose as reported in our Statement of deviation filed for the half year ended Sep-23 was INR 3.439 crores. The reason for the variation is due to higher capital expenses and other administrative expenses incurred during the period. There was no additional cost incurred during the half year ended Mar-24 from the IPO funds as the funds are completely utilized.

8. SHARE CAPITAL

¦ Authorised Capital

The Authorised Share Capital of the Company as on March 31,2024 is H 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity shares of H 10/- (Rupees Ten only) each.

¦ Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and Paid up Capital of the Company as at March 31, 2024 is H 22,57,30,600 (Rupees Twenty Two Crores Fifty Seven Lakhs Thirty Thousand Six Hundred Only) divided into 2,25,73,060 (Two Crores Twenty Five Lakhs Seventy Three Thousand Sixty) Equity Shares having face value of H 10/- (Rupees Ten Only) each.

The changes in the Issued, Subscribed and Paid up Capital are as detailed below:

Sr. No.	Capital (?)	Date of change	Reason for change
1	18,33,78,600/- (Rupees Eighteen Crores Thirty Three Lakhs Seventy Eight Thousand and Six Hundred Only) divided into 1,83,37,860 (One Crore Eighty Three Lakhs Thirty Seven Thousand Eight Hundred and Sixty) Equity Shares having face value of H 10/- (Rupees Ten Only) each.	As on March 31, 2023
2	21,18,74,600 (Rupees Twenty One Crores Eighteen Lakhs Seventy Four Thousand Six Hundred Only) divided into 2,11,87,460 (Two Crores Eleven Lakhs eighty Seven Thousand Sixty) Equity Shares having face value of H 10/- (Rupees Ten Only) each.	June 30, 2023	Pursuant to Initial Public offer of the Company.
3	22,57,30,600 (Rupees Twenty Two Crores Fifty Seven Lakhs Thirty Thousand Six Hundred Only) divided into 2,25,73,060 (Two Crores Twenty Five Lakhs Seventy Three Thousand Sixty) Equity Shares having face value of H 10/- (Rupees Ten Only) each.	March 13, 2024	Pursuant to Preferential allotment of the Company.

¦ Dematerialization of shares:

The equity shares of the Company are tradable in compulsory dematerialized segment of the Stock Exchanges and are available in depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company''s International Securities Identification Number ("ISIN") is INE0Q0M01015.

Name of the Depository	Position as on 31.03.2024	% of total issued capital
NSDL	1,50,51,442	71.04
CDSL	61,36,018	28.96
Physical	0	0.00
Total No. of shares	2,11,87,460	100.00

9. TRANSFER TO RESERVE:

The Company has not transferred any amount to the General Reserves during the year.

10. STATEMENT OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

11. NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on February 16, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.

As your Company is listed on SME Platform of BSE Limited, it is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April, 2017.

12. EMPLOYEE STOCK OPTION:

The Company had implemented an employee stock option scheme namely ''Veefin - Employee Stock Option Plan, 2022'' (i.e. ESOP 2022) and ''Veefin - Employee Stock Option Plan, 2023'' (i.e. ESOP 2023) to attract, retain, incentivize and motivate its eligible employees and employees of its subsidiary or holding company vide members'' resolution

dated April 15, 2022, and further approved ratified by the Shareholders on May 15, 2023.

As per the provision of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 ("SEBI SBEB Regulations"), pre-IPO scheme was required to be aligned as per the SEBI SBEB Regulations and ratified by the Shareholders in order to make fresh grant under such scheme. Therefore, the Company at the Annual General Meeting held on September 29, 2023, approved and ratified the

aforementioned ESOP schemes with a view to align and comply with the requirements of the SEBI SBEB Regulations along with to bring flexibility provided under the SEBI SBEB Regulations and to ratify the same with a view to grant Options to the eligible employees.

Further, as the Company needed more quantum of Options in view of its increasing human resources particularly with a view to attract, retain, and motivate critical resources and growth drivers, both existing and those joining in future for ensuring better and sustained corporate growth and profitability. Hence, the Board of the Directors thought expedient to increase the quantum of Options originally reserved under the ESOP 2023 from existing 15,00,000 (Fifteen Lakh) Options to proposed 25,00,000 (Twenty-Five Lakh) Options by creating additional 10,00,000 (Ten Lakh) Options convertible into equivalent number of equity shares ("Shares") of face value of H10 (Rupee Ten Only) each fully paid-up upon exercise of vested Options and the shareholders at their Annual General Meeting held on September 29, 2023, approved the same.

A Statement giving complete details of Employee Stock Option Plans of the Company as at March 31, 2024, pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company and the web link for the same is https://www.veefin.com/

13. DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) & SENIOR MANAGERIAL PERSONNEL (SMP):

a) Composition & Constitution of Board of Directors:

The Board of Directors of the Company comprises of the following Directors:

Sr. No.	Name	DIN/ PAN	Designation
1.	Mr. Raja Debnath	07658567	Chairman and Managing Director
2.	Mr. Gautam Vijay Udani	03081749	Whole time Director
3.	Mr. Ajay Rajendran	03565312	Non-Executive Director
4.	Ms. Deepti Sharma	10042713	Non-Executive Woman Independent Director
5.	Mr. Anand Malpani**	01729892	Non-Executive Independent Director
6.	Mr. Afzal Modak*	02920914	Non-Executive Director
7.	Mr. Matthew Gamser#	10726531	Additional Non-Executive Director
8.	Mr. Bhavesh Chheda#	08216993	Additional Non- Executive Independent Director
9.	Mr. Gourav Saraf#	08204851	Additional Non- Executive Independent Director

* Mr. Afzal Moadak (DIN: 02920914) was appointed as an Additional Director by the Board of the Directors at their meeting held on November 06, 2023 and his appointment was regularized as a Non-Executive Director in the Extra Ordinary General Meeting held on February 22, 2024.

** Mr. Anand Malpani (DIN: 01729892) ceased to be Non-Executive Independent Director w.e.f August 26, 2024

# Mr. Matthew Gamser (DIN: 10726531) was appointed as Additional Non-Executive Director w.e.f August 26, 2024 and Mr. Bhavesh Chheda (DIN:08216993) and Mr. Gourav Saraf (DIN: 08204851) were appointed as Additional Non-executive Independent Director w.e.f August 26, 2024.

b) Composition & Constitution of Key Managerial Personnel:

The Key Managerial Personnel of the Company comprises of the following:

Sr No	Name	Designation
1.	Ms. Payal Mehul Maisheri	Chief Financial Officer
2.	Ms. Sarita Mahajan*	Company Secretary and Compliance Officer
3.	Ms. Urja Thakkar#	Company Secretary and Compliance Officer

* Ms. Sarita Vijay Mahajan resigned as Company Secretary and Compliance Officer of the Company with effect from September 04, 2023

# Ms. Urja Harsh Thakkar (Membership number: A42925) is appointed as Company Secretary and Compliance Officer of the Company with effect from September 04, 2023

c) Composition & Constitution of Senior Managerial:

The Senior Management of the Company comprises of following:

Sr No	Name	Designation
1.	Mr. Sagar Ramesh Mahajan	Chief Delivery Officer
2.	Mr. Minesh Chopra	Engineering Head
3.	Mr. Chintan Lad	Product Head
4.	Mr. Jigar Shah	Chief Product Officer
5.	Ms. Binny Shah	Product Head
6.	Mr. Ketan Zaveri*	Chief Technology Officer

* Mr. Ketan Zaveri has been appointed as the Chief Technology Officer of the Company w.e.f. October 03, 2023.

d) Retirement by Rotation of the Directors

Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Act mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation.

In terms of Section 152 of the Companies Act, 2013, Mr. Gautam Vijay Udani (DIN No. 03081749), Whole Time Director, who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment at the 4^th Annual General Meeting of the company scheduled to be held on Friday, September 27, 2023 at 2:30 p.m.

e) Disclosures By Directors:

The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(1) as well as information by directors in Form DIR-8 under Section 164(2) and declarations as to compliance with the Companies Act, 2013.

f) Disqualifications Of Directors:

During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified. The Certificate for Non Disqualification of Directors certificate as received from the Secretarial Auditor of the company forms part of this Annual Report as "(Annexure-V)" to the Directors Report.

14. INDEPENDENT DIRECTORS

a. Independent Director

Mr. Anand Malpani and Ms. Deepti Sharma were appointed as a Additional Non-Executive Independent Director on the Board of the Company effective March 16, 2023, for a term of five years. This appointment was approved at the Extraordinary General Meeting (EGM) of shareholders held on March 16, 2023.

During the year under review, there were no changes in the Independent Directors of the Company.

However, Mr. Anand Malpani resigned from his directorship w.e.f August 26, 2024.

Mr. Bhavesh Chheda (DIN: 08216993) and Mr. Gourav Saraf (DIN: 08204851) were appointed as Additional Non-Executive Independent Director w.e.f. August 26, 2024.

b. Declaration by Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 and have given their declaration under Section 149 (7) of the Companies Act, 2013. An Independent Director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for the next five years on the passing of a special resolution by the Company. Initial disclosure pursuant to Regulation 7(1)(b) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, has been submitted by the independent director of the Companies.

c. Familiarisation Programme for Independent Directors:

The Company through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company''s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities.

The familiarisation programme for Independent Directors

has been put up on the website of the Company http://

www.veefin.com.

d. Meetings

During the year under review, the Independent Directors met for 01(one) time. The details of Board Meeting held and participation of Directors thereat is enumerated as below:

Sr. Date of meeting No.	Total No. of Independent Directors on the Date of Meeting	No. of Independent Directors attended	% of Attendance
1 15.12.2023	02	02	100.00

15. MEETINGS:

During the year nine (9) Board Meetings were convened and held the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and the details of Board Meeting held and participation of Directors thereat is enumerated as below:

Sr. No.	Date of meeting	Total No. of Directors on the Date of Meeting	No.of Directors attended	% of Attendance
1	15.05.2023	05	03	60.00
2	15.05.2023	05	03	60.00
3	17.06.2023	05	04	80.00
4	30.06.2023	05	04	80.00
5	04.09.2023	05	04	80.00
6	18.10.2023	05	04	80.00
7	06.11.2023	05	03	60.00
8	25.01.2024	06	05	83.33
9	13.03.2024	06	05	83.33

The details of Board Meetings held from April 01,2023 to March 31,2024 and attendance of each Director thereat is as follows:

Sr. No.	Name of the Board Member	No. of Meetings entitled to attend	No. of Meetings attended	% of Attendance
1.	Raja Debnath	9	6	77.78
2.	Gautam Vijay Udani	9	9	100
3.	Ajay Rajendran	9	1	11.11
4.	Deepti Sharma	9	9	100
5.	Anand Malpani	9	9	100
6.	Afzal Modak*	2	2	100

*Mr. Afzal Modak was appointed on November 06, 2023 as an Additional Non-Executive Director of the company.

16. COMMITTEES OF BOARD:

The Board as on date has four Committees of Board of Directors consisting of the following members:

i. AUDIT COMMITTEE:

• Mr. Anand Malpani - Chairman, Non-Executive Independent Director

• Ms. Deepti Sharma - Member, Non - Executive Independent Director

• Mr. Raja Debnath - Member, Managing Director

The above Committee was constituted in the Board Meeting held on May 15, 2023.

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

The Committee is governed by a terms of reference, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial

information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment,

remuneration and terms of appointment of auditors of our Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual

financial statements and auditor''s report

thereon before submission to our Board for approval, with particular reference to:

(a) Matters required to be included in the Director''s Responsibility Statement, to be included in our Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving

estimates based on the exercise of

judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to our Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to our Board to take up steps in this matter;

7. Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

8. Approval of any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control

systems of a material nature and reporting the matter to our Board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;

17. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. Reviewing the functioning of the whistle blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

23. Carrying out any other function as may be mentioned in the terms of reference of the Audit Committee.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary acts as the Secretary to the Committee.

ii. NOMINATION AND REMUNERATION COMMITTEE:

• Ms. Deepti Sharma - Chairperson, NonExecutive Independent Director

• Mr. Anand Malpani - Member, Non-Executive Independent Director

• Mr. Ajay Rajendran - Member, Non -Executive Director

The above Committee was constituted in the Board Meeting held on May 15, 2023

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The terms of reference of the Committee inter alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to our Board a policy relating to the remuneration of the Directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments

of the candidates

3. Formulation of criteria for evaluation of independent Directors and our Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to our Board their appointment and removal;

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

iii. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

• Mr. Anand Malpani - Chairman, Non-Executive Independent Director

• Mr. Raja Debnath - Member, Managing Director

• Mr. Gautam Vijay Udani - Member, Whole time Director

The above Committee was constituted in the Board Meeting held on May 15, 2023

The terms of reference of the Committee are:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

As on date there are no complaints received from shareholder on SCORES. There are no balance complaints.

iv. INTERNAL COMPLAINTS COMMITTEE

• Ms. Payal Maisheri - Chairperson

• Mr. Gautam Udani - Member

• Ms. Urja Thakkar - Member*

• Ms. Pritha Dubey - Member

*Ms. Urja Thakkar is appointed as a member w.e.f. November 06, 2023 and Ms. Binny Shah ceased to be a member w.e.f. November 06, 2023

The objectives of the Internal Complaint Committee to Prevent Sexual Harassment of Women at the Workplace are as follows:

1. To develop a policy against sexual harassment of women at the Institute.

2. To ensure the implementation of the policy in letter and spirit through proper reporting of the complaints and their follow-up procedures.

3. To uphold the commitment of the Institute to provide an environment free of gender based discrimination.

4. To promote a social and psychological environment to raise awareness on sexual harassment in its various forms.

5. To create a secure physical and social environment to deter any act of sexual harassment.

6. To evolve a permanent mechanism for the prevention and redressal of sexual harassment cases and other acts of gender based violence at the Institute.

17. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The

performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

18. MANAGEMENT DISCUSSION ANALYSIS REPORT (MDA):

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section which forms part of the Annual Report.

19. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company https://www.veefin.com/

20. VARIOUS POLICIES OF THE COMPANY:
The Company has formulated and implemented various policies pursuant to the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which is available on the Company''s website https://www.veefin.com/corporate-policies.php
The policies are reviewed periodically by the Board and updated based on need and requirements:
POSH Policy	This policy has been framed in accordance with the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules framed thereunder (hereinafter "the Act") and provides protection against sexual harassment of women at workplace and the prevention and redressal of complaints of sexual harassment and matters related to it.
Nomination and Remuneration Policy	This Policy has been framed for the Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and provides a framework based on which human resources management aligns their recruitment plans for strategic growth of the Company.
Preservation of Documents and Archival Policy	This policy has a strategic objective of ensuring that significant documents as specified in this policy are safeguarded and preserved to ensure longevity of such documents.
Policy Determination Materiality Disclosures Event Information	This policy applies for determining and disclosing material events taking place in the Company.
Code of Conduct for Non-Executive Directors	The code of conduct for Non-Executive Directors to ensure the compliance of applicable laws, avoid conflict of interest and determine their duties in the company.
Terms and Condition for Appointment of Independent Director	The policy provides framework that regulates the appointment, re-appointment of Independent directors and defines their roles, responsibilities and powers.
Dividend Policy	The policy contains recommendation, declaration and payment of dividends
Vigil Mechanism	This policy establishes a Vigil Mechanism (Whistle Blower Mechanism) that provides a channel to the employees and Directors of the Company to report to the Management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The vigil mechanism is required to provide adequate safeguards against victimization of persons who use such mechanisms.
Code of Practices and Procedures -UPSI	The code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information without advantage to any particular person(s).

21. AUDITORS:

i. Statutory Auditors:

During the year, previous auditors of the Company, Pankaj Lunker and Associates, Chartered Accountants (FRN: 0149286W) resigned on June 16, 2023 creating a casual vacancy of Statutory Auditor. The Board of the Directors of the Company on June 17, 2023 appointed M/s. Mittal & Associates, Chartered Accountants (FRN: 106456W) as a Statutory Auditor of the Company to fill the casual vacancy caused due to resignation of Pankaj Lunker and Associates. Subsequently, the shareholders at their Extra Ordinary General Meeting held on June 23, 2023, approved the aforementioned appointment of Statutory Auditor made by the Board in casual vacancy till the ensuing Annual General Meeting.

Further, pursuant to provisions of section 139 of Companies Act, 2013, the Board of the Directors at their meeting held on September 04, 2023 appointment M/s. A D V & Associates, Chartered Accountants (Firm Registration No. 128045W), as Statutory Auditors of the Company for a term of 5 consecutive years, to hold office from the conclusion of 3^rd Annual General Meeting (''AGM'') till the conclusion of the 8^th AGM to be held in 2028 and the shareholders of the Company at their Annual General Meeting held on September 29, 2023 approved such appointment.

There are no qualifications or adverse remarks in the auditor''s report which require any clarification/ explanation. The notes on financial statements are self-explanatory and needs no further explanation.

ii. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s Maharshi Ganatra and Associates, a firm of the Company Secretaries in Practice (C.P. No 14520) to conduct Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

The Secretarial Audit Report (MR-3) for the financial year ended March 31,2024 forms part of this Annual Report as "(Annexure-I)" to the Directors Report.

The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of the Listing Regulations pertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.

iii. Cost Audit and Maintenance of Cost Records:

The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required and accordingly no such cost accounts and records are made and maintained by the Company.

iv. Internal Auditor:

During the year under review, M/s. Mittal & Associates, Chartered Accountants, were appointed as the Internal Auditors of the Company in accordance with the applicable provisions of the Act.

22. MAINTENANCE OF COST RECORDS:

The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

23. VIGIL MECHANISM/WHISTLE BLOWER:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

The Vigil Mechanism policy is displayed on the website of the company, viz https://www.veefin.com/ corporate-policies.php

24. RISK MANAGEMENT:

The company has incorporated elements of Risk into its operations, with mitigation and reduction efforts guided by the implementation of ISO Certification. The Risk Management Policy plays a crucial role in overseeing the entire risk management process, encompassing operational, financial, strategic, and regulatory risks. Managing risk is integral to the company''s strategy. The company has already implemented a Risk Management Policy, and the Board of Directors has developed a comprehensive risk management framework. This

framework is designed to assess risks and determine appropriate responses to minimize their adverse impact on the organization.

25. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and errors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.

26. DETAILS OF SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANIES AS ON 31.03.2024:

¦ Associates:

During the year under review, the Company does not have any associate Companies.

¦ Subsidiaries:

During the year under review, the Company has 5 Subsidiary Companies.

i. Veefin Solutions Limited - Dhaka, Bangladesh

ii. Veefin Solutions FZCO - Dubai, United Arab Emirates

iii. FinFuze Software Private Limited

iv. GlobeTF Solutions Private Limited

v. IDVee Digital Labs Private Limited

¦ Joint Ventures:

During the year under review, the Company does not have any associate Companies.

The details of Subsidiary Company are attached as Annexure II in AOC-1.

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings, respectively.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development

Not Applicable.

iv. Foreign Exchange earnings and outgo:

PARTICULARS	2023-2024	2022-2023
Foreign Exchange	INR	INR
Outgo	4,94,86,581.59	1,71,91,324
Foreign Exchange	INR	INR
Earning	8,78,07,971.59	45,19,108

29. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The details of contract / arrangement / transaction with related parties which are material in nature in accordance with the policy of the Company on materiality of related party transactions and Section 134(3) of the Companies Act is appended in Form AOC-2 which forms a part of this Annual Report as Annexure III.

31. DEPOSITS:

The Company has not invited /accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

32. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

33. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT.

The material changes between the end of the financial year and the date of report were as follows.

i. The Company has raised an amount aggregating to H 37,06,48,000/- (Rupees Thirty-Seven Crore Six Lakh Forty-Eight Thousand Only) ("Preferential Allotment Price") by way or Preferential allotment and the Board of Directors at their meeting held on March 13, 2024 has allotted 13,85,600 (Thirteen Lakh Eighty- Five Thousand Six Hundred) fully paid-up Equity shares, having Face Value of Re. 10/- (Rupee Ten Only) each at a price of H 267.50/- (Rupees Two Hundred Sixty-Seven and Fifty Paise only) per Equity Share (including a premium of H 257.50/- (Rupees Two Hundred Fifty-Seven and Fifty Paise Only) per share to Non-Promoter Investors. However, the corporate action for this increase was completed after March

31, 2024, since as on that date the company had not yet received the listing approval from the stock exchange.

ii. The Company has raised an amount of H 2,80,87,500/-(Rupees Two Crore Eighty Lakh Eighty Seven Thousand Five Hundred only) ("Preferential Allotment Price") by way or Preferential allotment and the Board of Directors at their meeting held on March 13, 2024 has allotted 4,20,000 convertible warrants, having Face Value of Re. 10/- (Rupee Ten Only) each at a price of H 267.50/- (Rupees Two Hundred Sixty-Seven and Fifty Paise only) per Equity Share (including a premium of H 257.50/- (Rupees Two Hundred Fifty-Seven and Fifty Paise Only) per share to Promoters of the Company. However, the corporate action for this increase was completed after March 31, 2024, since as on that date the company had not yet received the listing approval from the stock exchange.

iii. The Company has acquired significant stake of 51.31% consisting of 10,526 Equity shares of H 58 each (including premium of H 48) in Estorifi Solutions Private Limited (ESPL), a group Company on June 14, 2024. Pursuant to this acquisition, ESPL has become subsidiary Company of Veefin Solutions Limited.

iv. The Company has acquired significant stake of 50.99% consisting of 50,763 Equity shares of H 180.81 each in Infini Systems Private Limited (ISPL), a group company, on August 12, 2024. Pursuant to this acquisition, ISPL will become subsidiary Company of Veefin Solutions Limited.

v. The company has incorporated a new Subsidiary Company in the name of Veefin Capital Private Limited (VCPL) in Maharashtra, India on August 08, 2024 and holds 51% in the VCPL. VCPL shall obtain NBFC- Factors license from the Reserve Bank of India.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy is displayed on the website of the company at -https://www.veefin.com/corporate-policies.php

The Company was not in receipt of any complaint of sexual harassment during the year.

35. THE INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, RELATING TO MEDIAN EMPLOYEE''S REMUNERATION FOR THE FINANCIAL YEAR UNDER REVIEW IS AS BELOW:

The information required under section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV which forms a part of this report. The remuneration is also disclosed in the annual return of the Company which is available on www.veefin.com

36. CORPORATE SOCIAL RESPONSIBILITY

While Section 135 of the Companies Act, 2013, along with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to our Company for the current year, we are pleased to share that we have voluntarily made a donation of H 1,50,000 to the Kalyan Riverside Charitable Foundation. This contribution reflects our commitment to supporting meaningful causes and making a positive impact in our community.

37. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2023-2024 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

38. HUMAN RESOURCES:

At our company, we place paramount importance on our people, recognizing them as our most valuable assets. The core of our human resource strategy revolves around the belief in people, which is reflected in our dedicated efforts towards talent management, succession planning, robust performance management, and comprehensive learning and training initiatives. These endeavors are aimed at consistently nurturing inspiring, resilient, and credible leadership within our organization.

We have established an agile organizational structure that is laser-focused on delivering tangible business results. Through regular communication and sustained efforts, we ensure that all employees are aligned with common objectives and are equipped with up-to-date information on the evolution of our business landscape. Central to our approach is the cultivation of a culture grounded in trust and mutual respect, where all employees understand and uphold the core values and principles that guide our business decisions.

Our current workforce composition reflects a balanced mix of employees across all levels, ensuring a diverse and inclusive environment. The Board confirms that our remuneration practices adhere strictly to the Company''s remuneration policy, ensuring fairness and transparency across the board.

As on March 31, 2024, the Company had 249 employees.

39. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board Of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have 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/loss of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2023-2024.

40. OTHER DISCLOSURES:

i. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights as to dividend, voting or otherwise and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014

ii. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iii. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT,2013:

During the year under review, the Company has issued grants under Veefin Solutions Limited -Employee Stock Option Plan, 2023 as per the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021.

iv. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

41. REPORTING OF FRAUD:

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

42. SEBI Complaints Redress System (SCORES):

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status. Your Company has been registered on SCORES as well as SMART ODR platform and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. An investor, who is not familiar with SCORES or does not have access to SCORES, can lodge complaints in physical form at any of the offices of SEBI. Such complaints would be scanned and also uploaded in SCORES for processing.

SEBI vide its circular SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 & SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/ 2023/135 dated 31^st July, 2023 & 4^th August, 2023 respectively, read with Master Circular dated July 31, 2023 (updated as on August 11, 2023), has established a common Online Dispute Resolution Portal ("ODR Portal") for resolution of disputes arising in the Indian Securities Market.

An investor/client shall first take up his/her/their grievance with the Market Participant by lodging a complaint directly with the concerned Market Participant. If the grievance is not redressed satisfactorily, the investor/client may, in accordance with the SCORES guidelines, escalate the same through the SCORES Portal in accordance with the process laid out therein. After exhausting these options for resolution of the grievance, if the investor/client is still not satisfied with the outcome, he/she/they can initiate dispute resolution through the ODR Portal- https:// smartodr.in/login.

The Company has not received any complaint on the SCORES and SMART ODR during financial year 2023-2024.

43. SHAREHOLDING OF DIRECTORS AS ON MARCH 31, 2023:

No other Director (except as mentioned below) holds any shares in the Company. The Company has not issued any convertible instruments

Sr. Name of the Directors No.	Shareholding at the beginning of the year	Shareholding at the end of the year.
1. Raja Debnath, Managing Director	86,77,110 (47.32%)	70,99,911 (33.51)
2. Gautam Vijay Udani, Whole-time Director	16,39,400 (08.94%)	13,41,414 (6.33)
3. Ajay Rajendran, Non-Executive Director	51,96,898 (28.34%)	42,22,483 (19.93)

44. OTHER INFORMATION:

a) 4TH Annual General Meeting

Date	Time Venue
September 27, 2024	2:30 PM AGM will be held through electronic mode [video conference or other audiovisual means("OAVM")]

b) Financial Calendar for the year 2023-2024

Financial year	1st April, 2023 to 31st March, 2024 (both days inclusive)
Book Closure Dates	21st September, 2024 to 27th September, 2024 (both days inclusive)

c) Listing of Equity Shares on Stock Exchange and Stock Codes

Listing on Stock Exchange:

BSE Limited,

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Scrip Code: 543931

d) Location and time, where Annual General Meeting (AGM) for the last 3 years were held is given below:

Financial Year	AGM	Date	Time	Location
2022-23	3rd	Friday, September 29, 2023	02.30 p.m.	AGM was held through electronic mode [video conference or other audiovisual means("OAVM")] Deemed Venue: 601, Neelkanth Corporate IT Park, Kirol Road, Vidyavihar (W), Mumbai, 400086
2021-22	2nd	Friday, September 30, 2022	03.00 p.m.	601, Neelkanth Corporate IT Park, Kirol Road, Vidyavihar (W), Mumbai, 400086
2020-21	1st	Saturday, November 27, 2021	03.00 p.m.	601, Neelkanth Corporate IT Park, Kirol Road, Vidyavihar (W), Mumbai, 400086

Extra Ordinary General Meeting:

Sr. Date and Time No.	Location	Agenda of Meeting
1 Friday, May 05, 2023	601, 602 & 603,	1.	Approval for Conversion of Company from Private Limited
at 11:00 A.M.	Neelkanth Corporate		to Public Limited.
	IT Park, Kirol Road, Vidyavihar (W), Mumbai	2.	Alteration in Memorandum of Association as per Companies Act, 2013
	400086.	3.	Adoption of new set of Articles of Association as required under Companies Act 2013

Sr. No.	Date and Time	Location		Agenda of Meeting
2	Monday, May 15,	601, 602 & 603,		1.	Approval of Initial Public Offer and Offer For Sale
	2023 at 07:00 P.M.	Neelkanth	Corporate	2.	To authorize the Board to Sell, Lease or Otherwise Dispose
		IT Park,	Kirol Road,		Undertaking of Company pursuant to section 180(1)(a)
		Vidyavihar 400086.	(W), Mumbai	3.	To Authorize The Board to borrow money pursuant to section 180(1)(c)
				4.	To authorize the Board to make loan(s) and give guarantee(s), provide security(ies) or make investments in excess of the prescribed limit as mentioned under section 186 of Companies Act, 2013
				5.	Ratification & amendmends to Veefin ESOP 2022
				6.	Approval of Veefin ESOP 2023
				7.	Grant of Options exceeding one percent of the issued
				capital
3	Friday, June 23,	601, 602 & 603,		1.	Appointment of Statutory Auditor to fill casual vacancy
	2023 at 11:00 A.M.	Neelkanth	Corporate
		IT Park,	Kirol Road,
		Vidyavihar (W), Mumbai
		400086.
4	Thursday, February	Video	conferencing	1.	Issue of 14,32,000 Equity Shares on Preferential basis
	22, 2024 at 04:00	facility or	other audio	2.	Issue of 4,20,000 Warrants convertible into Equity shares to
	P.M.	visual means [Deemed			Promoters of the Company on Preferential basis
		Venue: Registered Office of the Company]		3.	Regularisation of appointment of Mr. Afzal Mohammed Modak (DIN: 02920914) as a Non-Executive Director of the
					Company.

Postal ballots

During 2023-2024, the Company sought the approval of the shareholders by way of postal ballot, the details of which are given below.

Postal Ballot vide notice dated October 18, 2023, on the following Resolution(s):

• Approval for giving loan or guarantee or providing security in connection with loan availed by any of the Company''s Subsidiary(ies) or any other person specified under section 185 of the Companies Act, 2013 - Special Resolution

• To approve grant of employee stock options to the employees of holding and/or subsidiary company(ies) of the Company under ''Veefin Solutions Limited - Employee Stock Option Plan, 2023'' (ESOP 2023) - Special Resolution

The Voting period was from Saturday, October 21, 2023 (9.00 AM Indian Standard Time) and ends on Sunday, November 19, 2023 (5.00 PM Indian Standard Time) and the e-voting module was disabled / blocked after 5.00 PM on Sunday, November 19, 2023. The consolidated report on the result of the postal ballot through remote e-voting for approving the aforementioned resolutions was provided by the Scrutiniser on Monday, November 20, 2023.

e) Stock Market price data & Comparison:

High and low at the BSE Limited for financial year ended March 31,2024: Performance in comparison to broad-based indices:

Month	Year	High (?)	Low (?)	Sensex (closing)
April	2023	-	-	61112.44
May	2023	-	-	62622.24
June	2023	-	-	64718.56
July	2023	146.5	85.13	66527.67
August	2023	241.6	124.3	64831.41
September	2023	289.9	201.35	65828.41
October	2023	246.5	186.85	63874.93
November	2023	268.05	185.95	66988.44
December	2023	306	231.45	72240.26
January	2024	354.05	223.5	71752.11
February	2024	409.75	315.6	72500.30
March	2024	355	245	73651.35

Comparison of Veefin Solutions Limited share price in BSE with BSE Sensex:

Price v/s BSE Sensex

450 -j-		80,000 A-A | .
		70,000
350 1			1
300 O 1 ¦ _			50,000 1
Q_ 1 1			- -j- 30,000 - -j- 20,000 — -j- 10,000 1 i 0 4 Mar-24 losing)
200 | i
150 | ¦ 1 ¦¦
100 | i
UU -|-1-1-1-1-1-1-1-1-1-1- Apr-23 May-23 Jun-23 Jul-23 Aug-23 Sep-23 Oct-23 Nov-23 Dec-23 Jan-24 Feb-2 Month ^ High (Rs) £ Low (Rs) A Sensex (c Note: The shares of the Company got listed w.e.f. 7th July, 2024.

f) Registrar and Share Transfer Agent (RTA) REGISTRAR AND SHARE TRANSFER AGENT:

Bigshare Services Private Limited

Office No. S6-2, 6^th Floor

Pinnacle Business Park, Next to Ahura Centre

Mahakali Caves Road, Andheri (East).

Tel: [phone].

Website: https://www.bigshareonline.com/

g) Share transfer system:

The Board has the authority for approving transfer, transmission of the Company''s securities.

As per SEBI Notification No. SEBI/LAD-NRO/ GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/ GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) cannot be processed from April 1,2019 unless the securities are held in the dematerialized form with the depositories. The Board appreciates that all the members are holding shares in dematerialized form.

h) Distribution of shareholding as on March 31, 2024: Nominal Value of Shares: J 10

SR NO	SHAREHOLDING OF NOMINAL	NUMBER OF SHAREHOLDERS	% TO TOTAL	SHARES	% TO TOTAL
1	501 1000	821	43.81	656800	3.0999
2	1001 2000	549	29.2956	878400	4.1458
3	2001 3000	103	5.4963	247200	1.1667
4	3001 4000	137	7.3106	475200	2.2428
5	4001 5000	58	3.095	278400	1.314
6	5001 10000	87	4.6425	647397	3.0556
7	10001 9999999999	119	6.3501	18004063	84.9751
TOTAL		1874	100.0000	21187460*	100.0000

* The paid-up share capital (equity shares) increased from 21,187,460 to 22,573,060 on March 13, 2024, following the issuance and allotment of 13,85,600 equity shares to non-promoter shareholders on a preferential basis by the Board of Directors. However, the corporate action for this increase was completed after March 31, 2024, since as on that date the company had not yet received the listing approval from the stock exchange.

i) Compliance with mandatory and non-mandatory requirements of the Listing Regulations:

The Company has complied with all mandatory requirements of Listing Regulations and has not adopted any non-mandatory requirements which are not applicable to the Company.

45. CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance.

Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the provisions of reporting of Corporate Governance as specified in Regulation 27 (2) is not applicable to the Company, as it is SME Listed Company.

Though the Corporate Governance is not applicable to the Company, the Company has given certain disclosures as a practice of good corporate governance.

46. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements''

within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

47. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

By Order of the Board of Directors FOR VEEFIN SOLUTIONS LIMITED FORMERLY KNOWN AS VEEFIN SOLUTIONS PRIVATE LIMITED

Raja Debnath Gautam Udani

Managing Director Whole Time Director

DIN: 07658567 DIN: 03081749

ADD: 601,602 and 603, Neelkanth Corporate IT Park, Date: 26.08.2024 Kirol Road, Vidyavihar (W),

Place: Mumbai Mumbai-400086.

---

Mar 31, 2023

The Directors take pleasure in presenting their Third Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31^st March, 2023 (period under review).

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY:

The summary of standalone and consolidated financial highlights for the financial year ended March 31, 2023 and the previous financial year ended March 31, 2022 is given below:

(Amount in lakhs except EPS)
Particulars	Standalone		Consolidated
	2022-23	2021-22	2022-23	2021-22
Total revenue from operations (including other income)	1,344.23	618.89	1,448.18	655.18
Total expenses	836.63	546.86	894.73	546.87
Profit before interest, depreciation & Taxes	507.60	72.03	553.46	108.31
Depreciation & Amortisation	21.46	16.63	22.51	16.99
Profit before tax	486.14	55.40	530.94	91.33
Income tax expenses	105.01	-	105.01	-
Profit after tax	381.13	55.40	425.93	91.33
EPS
Basic Rs.	2.08	0.30	2.32	0.50
Diluted Rs.	2.08	0.30	2.32	0.50

OPERATIONS & OVERVIEW OF FINANCIAL PERFORMANCE Standalone Financial Statements

The Total Revenue of the Company stood at Rs. 1,344.23 Lakhs for the year ended March 31, 2023 as against Rs. 618.89 Lakhs in the previous year. The Company has a Net Profit of Rs. 381.13 Lakhs for the year ended March 31, 2023 as compared to the Net Profit of Rs. 55.40 Lakhs in the previous year.

Consolidated Financial Statements

The Total Revenue of the Company stood at Rs. 1,448.18 Lakhs for the year ended March 31, 2023 as against Rs. 655.18 Lakhs in the previous year. The Company has a Net Profit of Rs. 425.93 Lakhs for the year ended March 31, 2023 as compared to the Net Profit of Rs. 91.33 Lakhs in the previous year.

2. DIVIDEND:

The Directors have not recommended any dividend for the financial year ended 31st March, 2023.

3. CHANGES IN NATURE OF BUSINESS

There was no change in nature of Business during the year.

4. CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

After the end of Financial Year 2022-23, pursuant to Fresh Certificate of Incorporation consequent upon Conversion from Private Company to Public Company, received from Registrar of companies, Mumbai, the status of the company was converted from "Private Limited Company" to "Public Limited Company" with effect from 15t^h May 2023. The aforementioned conversion is intended to increase the company''s activities and propel towards greater efficiency.

5. DETAILS OF INITIAL PUBLIC OFFER:

The Company vide Prospectus dated June 16, 2023 issued its securities via Initial Public Offering and on July 5, 2023 the Company''s Securities were listed on BSE SME Platform.

The Company had offered 56,99,200 Equity Shares at the Offer Price of Rs. 82 each and the IPO had received an exceptional response from the public. The issue was over-subscribed on overall basis. The Initial Public Offer was subscribed 2.46 times. The public issue subscribed 1.65 times in the retail category and 3.26 times in the NII category.

6. Transfer of unclaimed dividend to Investor Education and protection fund:

The provisions of Section 125(2) of Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

7. Statement of Deviation and Variation under Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Reporting under Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 is not applicable to the company as the company was not listed during the financial year 2022-2023.

8. SHARE CAPITAL

• Authorised Capital

The Authorised Share Capital of the Company as on 31st March, 2023 is Rs. 25,00,00,000/- (Rupees Twenty Five Crore sonly) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each.

During the Financial Year, the Authorized Share Capital of the Company is increased from existing Rs.10,50,000/- (Rupees Ten Lakhs, Fifty Thousand Only) divided into 1,00,000 (One Lakh) Equity shares of Rs. 10/- (Rupees Ten only) and 5,000 Differential Voting rights of Rs. 10/- each to Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs Only) Equity shares of Rs. 10/- (Rupees Ten only) each in the Extra Ordinary General Meeting held on January 16, 2023.

• Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and Paid up Capital of the Company as at 31st March, 2023 is Rs. 18,33,78,600/- (Rupees Eighteen Crores Thirty Three Lakhs Seventy Eight Thousand and Six Hundred Only) divided into 1,83,37,860 (One Crore Eighty Three Lakhs Thirty Seven Thousand Eight Hundred and Sixty) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each.

Any issue of securities made during the year are as follows:

• Issue of shares or other convertible securities - Yes

• Issue of equity shares with differential rights - Nil

• Issue of Sweat Equity Shares - Nil

• Details of Employee Stock Options - Yes

• Shares held in trust for the benefit of employees where the voting rights are not exercised directly by the employees - Nil

• Issue of debentures, bonds or any non-convertible securities- Nil

• Issue of warrants - Nil

• Issue of Bonus Shares - Yes

a) During the year, the Company pursuant to Section 62 (1) (a) of the Companies Act, 2013 read with Foreign Exchange Management (Issue of Non- Debt Instrument) Rules, 2019 has issued shares on rights basis and allotted in tranches to Mr. Ajay Rajendran, the Director and the shareholder of the Company.

b) During the year under review, the Company has converted the loan of Ms. Gowri Rajendran into equity shares and allotted 104 shares at offer price of Rs. 72,248 on November 28, 2022.

c) During the year under review, the Company has issued Convertible Notes of Rs. 10,44,84,658 Rupees (Ten Crores forty four lakhs eighty four thousand six hundred and fifty eight) in its Extra Ordinary General Meeting held on November 26, 2022 and on January 27, 2023, the Company has done the Conversion of Convertible Notes into 1,081 Equity Shares of face value of ^10/- along with the interest due thereon, as per the terms mentioned in Instrument of Convertible Note.

d) During the year, the Company allotted and distributed 1,83,22,200 (One Crore Eighty Three Lakhs Twenty-Two Thousand Two Hundred) Equity Shares of Rs. 10/- (Rupees Ten Only) each as bonus shares (hereinafter referred to as new shares) in the ratio 1170:1 on 31st January, 2023.

e) During the year, the Company vide its Board Resolution dated April 8, 2022 and vide its Special Resolution in the Extra Ordinary General Meeting held on April 15, 2022 had approved the Employees Stock Option Plan 2022 (the "ESOP 2022"). The ESOP 2022 contemplates that the total number of Equity Shares to be issued pursuant to exercise of options under the ESOP 2022 shall not exceed 600 Equity Shares. As per this scheme, during the year the Company granted 589 options.

9. DEMATERIALIZATION OF SHARES:

During the year under review, the Company being a Private Company had all the shares i.e 1,83,37,860 shares as on 31^st March, 2023 in physical mode.

The Company has entered into an agreement dated May 31, 2023 with the Central Depository Services (India) Limited ("CDSL") and the Registrar and Transfer Agent, who in this case is, Bigshare Services Private Limited for the dematerialization of its shares.

Similarly, the Company has also entered into an agreement dated May 31, 2023 with the National Securities Depository Limited ("NSDL") and the Registrar and Transfer Agent, who in this case is Bigshare Services Private Limited for the dematerialization of its shares.

The Company''s International Securities Identification Number ("ISIN") is INE0Q0M01015.

The Company post the reviewing period and as on date held all the shares i.e 2,11,87,460 (Two Crores Eleven Lakhs Eighty-Seven Thousand Four Hundred and Sixty) shares in Demat form pursuant to vide MCA notification dated 10t^h September, 2018 and in accordance with Rule 9A of Companies (Prospectus and Allotment of Securities) Rules, 2014

10. TRANSFER TO RESERVE:

The Company has not transferred any amount to the General Reserves during the year.

11. STATEMENT OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

12. ALTERATION IN MEMORANDUM OF ASSOCIATION:

The company has altered its Memorandum of Association by reclassifying the share capital from 10,50,000/- (Rupees Ten Lakhs Fifty Thousand Only) divided into 1,00,000/- (0ne Lakh) Ordinary Equity Shares of Rs. 10/- (Rupees Ten Only) each and 5,000 (Five Thousand) Class A DVR of Rs. 10/- (Rupees Ten only) each to 10,50,000/- (Rupees Ten Lakhs Fifty Thousand Only) divided into 1,05,000/- (0ne Lakh Five Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) each vide a Special resolution passed at the Extra Ordinary General Meeting of Members of the Company held on January 16, 2023.

Further the Company has increased its Authorised Share Capital from existing Rs. 10,50,000/- divided into 1,05,000 (One Lakh Five Thousand) Equity shares of Rs. 10/- (Rupees Ten only) to Rs. 25,00,00,000 (Twenty Five Crores Only) divided into 2,50,00,000 (Twenty Crores Fifty Lakhs Only) Equity shares of Rs. 10/- (Rupees Ten only) each vide a Special resolution passed at the Extra Ordinary General Meeting of Members of the Company held on January 16, 2023.

13. DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) & SENIOR MANAGERIAL PERSONNEL (SMP):

a) Composition & Constitution of Board of Directors:

The Board of Directors of the Company comprises of following the Directors:

Sr. No.	Name	DIN/ PAN	Designation
1.	Mr. Raja Debnath*	07658567	Chairman and Managing Director
2.	Mr. Gautam Vijay Udani **	03081749	Whole time Director
3.	Mr. Ajay Rajendran	03565312	Non-Executive Director
4.	Ms. Deepti Sharma***	10042713	Non-Executive Woman Independent Director
5.	Mr. Anand Malpani****	01729892	Non-Executive Independent Director

* Mr. Raja Debnath was re-categorised from Executive Director to Managing Director in the Extra Ordinary General Meeting held on 16th January, 2023.

** Mr. Gautam Vijay Udani was re-categorised from Executive Director to Whole-time Director in the Extra Ordinary General Meeting held on 16th January, 2023.

*** Ms. Deepti Sharma was appointed as Non-Executive Independent Director in the Extra Ordinary General Meeting held on 16th March, 2023.

**** Mr. Anand Malpani was appointed as Non-Executive, Independent Director in the Extra Ordinary General Meeting held on 16th March, 2023

b) Composition & Constitution of Key Managerial Personnel:

The Key Managerial Personnel of the Company comprises of the following:

Sr. No.	Name	Designation
1.	Ms. Sarita Vijay Mahajan#	Company Secretary and Compliance Officer
2.	Ms. Urja Harsh Thakkar ##	Company Secretary and Compliance Officer
3.	Ms. Payal Mehul Maisheri###	Chief Financial Officer

# Ms. Sarita Vijay Mahajan was appointed as Company Secretary with effect from 02^nd January, 2023 and as a Compliance officer with effect from 15^th May, 2023 and she has resigned from the post of Company secretary & Compliance Officer w.e.f. 04th September, 2023

## Ms. Urja Harsh Thakkar is appointed as the Company secretary & Compliance Officer w.e.f. 04th September, 2023

### Ms. Payal Mehul Maisheri was appointed as the Chief Financial Officer of the Company with effect from 27th March, 2023.

c) Composition & Constitution of Senior Managerial:

The Key Managerial Personnel of the Company comprises of following:

Sr. No.	Name	Designation
1.	Mr. Sagar Ramesh Mahajan	Chief Delivery Officer
2.	Mr. Minesh Chopra	Engineering Head
3.	Mr. Chintan Lad	Product Head
4.	Mr. Jigar Shah	Chief Product Officer
5.	Ms. Binny Shah	Product Head
There is no change in senior management personnel during the year under review.

d) Retirement by Rotation of the Directors

Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation.

The Act mandates that at least two-thirds of the total number of directors (excluding independent directors) shall be liable to retire by rotation.

In terms of Section 152 of the Companies Act, 2013, Mr. Ajay Babu Rajendran (DIN: 03565312), retires by rotation and being eligible offer himself for re-appointment at the 3rd Annual General Meeting of the company scheduled to be held on September 29, 2023 at 12:00 p.m.

14. INDEPENDENT DIRECTORS

a. Declaration by Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 and have given their declaration under Section 149 (7) of the Companies Act, 2013. An Independent Director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for the next five years on the passing of a special resolution by the Company. Initial disclosure pursuant to Regulation 7(1)(b) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, has been submitted by the independent director of the Companies.

Changes in Independent Director

Mr. Anand Malpani was appointed as an Non-Executive Independent Director of the Company with effective from March 16, 2023 for a period of five years in the EGM meeting of the shareholders held on March 16, 2023.

Ms. Deepti Sharma was appointed to the Board as an Non-Executive Independent Director of the Company with effective from March 16, 2023 for a period of five years in the EGM meeting of the shareholders held on March 16, 2023

Familiarisation Programme for Independent Directors:

The Company through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the Company''s strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management and such other areas as may arise from time to time. The programs / presentations shall also familiarize the Independent Directors with their roles, rights and responsibilities.

The Company circulate news and articles related to the industry on a regular basis and may provide specific regulatory updates from time to time and The Company conduct an introductory familiarization program / presentation, when a new Independent Director comes on the Board of the Company

Meetings

During the year under review, the Independent Directors met for 01(one) time. The details of Board Meeting held and participation of Directors thereat is enumerated as below:

Sr. No.	Date of meeting	Total No. of Independent Directors on the Date of Meeting	No. of Independent Directors attended	% of Attendance
1	16-03-2023	02	02	100.00

The details of Board Meetings held from April 01, 2022 to March 31, 2023 and attendance of each Director is as follows:

Sr. No.	Name of the Board Member	No. of Meetings entitled to attend	No. of Meetings attended	% of Attendance
1	Raja Debnath	34	34	100
2	Gautam Vijay Udani	34	34	100
3	Ajay Rajendran	34	4	11.76
4	Deepti Sharma*	0	0	-
5	Anand Malpani*	0	0	-

Ms. Deepti Sharma and Mr. Anand Malpani were appointed as Non-Executive Independent directors of the company w.e.f. 16^th March, 2023. There were no board meetings held on or after March 16, 2023 for the Financial year 2022-23.

16. COMMITTEES OF BOARD:

The Company has various Committees which have been constituted as a part of good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The details of Committees as constituted by the Board along with their composition, terms of reference and meetings held during the year are as follows:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Internal Complaints Committee

i. AUDIT COMMITTEE:

-Mr. Anand Malpani - Chairman, Non-Executive Independent Director -Ms. Deepti Sharma - Member, Non - Executive Independent Director -Mr. Raja Debnath - Member, Managing Director

The above Committee was constituted in the Board Meeting held on May 15, 2023.

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

The Committee is governed by a terms of reference, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

1. Oversight of the Company''s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor''s report thereon before submission to our Board for approval, with particular reference to:

(a) Matters required to be included in the Director''s Responsibility Statement, to be included in our Board''s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by management;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to our Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to our Board to take up steps in this matter;

7. Reviewing and monitoring the auditor''s independence and performance, and effectiveness of audit process;

8. Approval of any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of our Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to our Board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;

17. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. Reviewing the functioning of the whistle blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

21. reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.]

22. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

23. Carrying out any other function as may be mentioned in the terms of reference of the Audit Committee.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Company Secretary acts as the Secretary to the Committee.

ii. NOMINATION AND REMUNERATION COMMITTEE:

-Ms. Deepti Sharma - Chairperson, Non-Executive Independent Director -Mr. Anand Malpani - Member, Non-Executive Independent Director -Mr. Ajay Rajendran - Member, Non - Executive Director

The above Committee was constituted in the Board Meeting held on May 15, 2023

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The terms of reference of the Committee inter alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to our Board a policy relating to the remuneration of the Directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;

b. consider candidates from a wide range of backgrounds, having due regard to diversity; and

c. consider the time commitments of the candidates

3. Formulation of criteria for evaluation of independent Directors and our Board;

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to our Board their appointment and removal;

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

iii. STAKEHOLDERS'' RELATIONSHIP COMMITTEE:

-Mr. Anand Malpani - Chairman, Non-Executive Independent Director

-Mr. Raja Debnath - Member, Managing Director

-Mr. Gautam Vijay Udani - Member, Whole time Director

The above Committee was constituted in the Board Meeting held on May 15, 2023 The terms of reference of the Committee are:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

As on date there are no complaints received from shareholder on SCORES.

iv. INTERNAL COMPLAINTS COMMITTEE

-Ms. Payal Maisheri - Chairperson -Mr. Gautam Udani - Member -Mr. Binny Shah - Member -Mr. Nikhil Memdge - Member

The objectives of the Internal Complaint Committee to Prevent Sexual Harassment of Women at the Workplace are as follows:

1. To develop a policy against sexual harassment of women at the Institute.

2. To ensure the implementation of the policy in letter and spirit through proper reporting of the complaints and their follow-up procedures.

3. To uphold the commitment of the Institute to provide an environment free of gender based discrimination.

4. To promote a social and psychological environment to raise awareness on sexual harassment in its various forms.

5. To create a secure physical and social environment to deter any act of sexual harassment.

6. To evolve a permanent mechanism for the prevention and redressal of sexual harassment cases and other acts of gender based violence at the Institute.

17. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

18. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company https://www.veefin.com/

19. VARIOUS POLICIES OF THE COMPANY:

The Company has formulated and implemented various policies pursuant to the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which is available on the Company''s website https://www.veefin.com/

The policies are reviewed periodically by the Board and updated based on need and requirements:

POSH Policy	This policy has been framed in accordance with the provisions of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" and rules framed thereunder (hereinafter "the Act") and provides protection against sexual harassment of women at workplace and the prevention and redressal of complaints of sexual harassment and matters related to it.
Nomination and Remuneration Policy	This Policy has been framed for the Appointment and Remuneration of Directors, Key Managerial Personnel and Senior Management Personnel and provides a framework based on which human resources management aligns their recruitment plans for strategic growth of the Company.
Preservation of Documents and Archival Policy	This policy has a strategic objective of ensuring that significant documents as specified in this policy are safeguarded and preserved to ensure longevity of such documents.
Policy of Determination of Materiality of Event Information	This policy applies for determining and disclosing material events taking place in the Company.
Code of Conduct for Non-Executive Directors	The code of conduct for Non-Executive Directors to ensure the compliance of applicable laws, avoid conflict of interest and determine their duties in the company.
Terms and Condition for Appointment of Independent Director	The policy provides framework that regulates the appointment, re-appointment of Independent directors and defines their roles, responsibilities and powers.
Dividend Policy	The policy contains recommendation, declaration and payment of dividends
Vigil Mechanism	This policy establishes a Vigil Mechanism (Whistle Blower Mechanism) that provides a channel to the employees and Directors of the Company to report to the Management instances of unethical behavior, actual or suspected fraud or violation of the Company''s code of conduct. The vigil mechanism is required to provide adequate safeguards against victimization of persons who use such mechanisms.
Code of Practices and Procedures - UPSI	The code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information without advantage to any particular person(s).

20. AUDITORS:i. Statutory Auditors:

During the year, previous auditors of the Company, Pankaj Lunker and Associates, Chartered Accountants resigned on 16^th June, 2023.

M/s Mittal & Associates, Chartered Accountants (Firm Registration Number: 106456W) were appointed as Statutory Auditor of the company in the Extra Ordinary General Meeting conducted on 23^rd June, 2023 for financial year 2022-23 to fill the casual vacancy. M/s. A D V & Associates, Chartered Accountants (Firm Registration No. 128045W), are being

appointed as Statutory Auditors of the Company for a term of 5 consecutive years, to hold office from the conclusion of this Annual General Meeting (''AGM'') till the conclusion of the Eighth AGM to be held in 2028.

There are no qualifications or adverse remarks in the auditor''s report which require any clarification/explanation. The notes on financial statements are self-explanatory and needs no further explanation.

ii. Secretarial Auditor:

Secretarial Audit is not applicable for the Financial Year ended March 31, 2023 as the company did not fall into the criteria as mentioned under Section 204 of Companies Act, 2013.

iii. Cost Auditor:

Appointment of Cost Auditor is not applicable to the Company.

iv. Internal Auditor:

Internal Audit is not applicable for the Financial Year ended March 31, 2023 as the company did not fall into the criteria as mentioned under Section 138 of Companies Act, 2013.

21. MAINTENANCE OF COST RECORDS:

The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

22. VIGIL MECHANISM/WHISTLE BLOWER:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the SEBI Listing Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, customers, dealers, vendors, suppliers, or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Company''s Codes of Conduct or Corporate Governance Policies or any improper activity to the Ethics Helpline Provider or the Chairperson of the Audit Committee of the Company or the Code of Conduct Committee. The Company has a Vigil Mechanism/ Whistle Blower policy to report genuine concerns or grievances pursuant to Section 177 of Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations.

The Vigil Mechanism policy is displayed on the website of the company, viz https://www.veefin.com/investors-info/ corporate_policies/

23. INTERNAL FINANCIAL CONTROLS:

The Company has put in place an adequate system of internal financial control commensurate with its size and nature of its business and continuously focuses on strengthening its internal control processes. These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company and ensuring compliance with corporate policies. The internal financial control of the company is adequate to ensure the accuracy and completeness of the accounting records, timely preparation of reliable financial information, prevention and detection of frauds and err ors, safeguarding of the assets, and that the business is conducted in an orderly and efficient manner.

Audit Committee periodically reviews the adequacy of Internal Financial controls. During the year, such controls were tested and no reportable material weaknesses were observed. The system also ensures that all transactions are appropriately authorized, recorded and reported.

24. RISK ASSESSMENT AND MANAGEMENT:

The Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. The Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

25. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

During the year under review, the Company has 2 Subsidiary Companies.

i. Veefin Solutions Limited - Dhaka, Bangladesh

ii. Veefin Solutions FZCO - Dubai, United Arab Emirates

During the year under review there was no Joint venture or Associate companies. The details of Subsidiary Company are attached as Annexure I in AOC-1.

26. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings, respectively.

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

i. Conservation of Energy

a) The steps taken or impact on conservation of energy - The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy - Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment - No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption - Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development - Not Applicable.

iv. Foreign Exchange earnings and outgo:

Foreign Exchange outgo - INR 1,71,91,324 Foreign Exchange earning - INR 45,19,108

28. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. The details of contract / arrangement / transaction with related parties which are material in nature in accordance with the policy of the Company on materiality of related party transactions and Section 134(3) of the Companies Act is appended in Form AOC-2 which forms a part of this Annual Report as Annexure III.

30. DEPOSITS:

The Company has not invited /accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

31. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

32. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT.

The material changes between the end of the financial year and the date of report are as follows.

i. The Company has been converted from Private Limited Company to Public Limited Company vide its special resolution passed in the Extra Ordinary General Meeting dated 5^th May, 2023.

ii. The Company has altered its Memorandum of Association considering the conversion of Company from Private Limited to Public Limited and thus changed the name of the Company from Veefin Solutions Private Limited to Veefin Solutions Limited vide a Special resolution passed at the Extra Ordinary General Meeting of Members of the Company held on May 5, 2023.

iii. All the shares of the Company are dematerialized and ISIN was generated on 31^st May, 2023.

iv. The Company had made an Initial Public Offer of 56,99,200 Equity Shares at the Offer Price of Rs. 82 each vide prospectus dated 16th June, 2023 on the SME platform of the BSE Limited.

v. The Equity Shares of the Company got listed on the BSE Limited with effect from 5th July, 2023.

33. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules made there under, the Company has framed and adopted the policy for Prevention of Sexual Harassment at Workplace. Company was not in receipt of any complaint of sexual harassment during the year.

34. CORPORATE SOCIAL RESPONSIBILITY

Provisions of section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your Company for the year under reference.

35. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2022-23 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

36. HUMAN RESOURCES:

Your Company considers people as its biggest assets and ''Believing in People'' is at the heart of its human resource strategy. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership.

Your Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business evolution. Your Company strongly believes in fostering a culture of trust and mutual respect in all its employees seek to ensure that business world values and principles are understood by all and are the reference point in all people matters.

The current workforce breakdown structure has a good mix of employees at all levels. Your Board confirms that the remuneration is as per the remuneration policy of the Company.

As on March 31, 2023, the Company had 147 employees.

37. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and ability, confirm that:

i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

ii. They have 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/loss of the Company for that period.

iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23

38. OTHER DISCLOSURES:

i. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights as to dividend, voting or otherwise and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished, except as mentioned below:

The details of Class A DVR Shares are as follows:

Sr. No.	Type of Shares	Name of the shareholder	No. of shares
1	Class A DVR	Ms. Binny Viral Shah	250
2	Class A DVR	Mr. Chintan Ashok Lad	20
3	Class A DVR	Mr. Minesh Kishore Chopra	40
4	Class A DVR	Mr. Kaushal Doshi	250
		Total	560

During the year under review, the Company has converted the above Class A DVR Equity shares to Equity shares on January 16, 2023.

ii. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

iii. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT,2013:

During the year, the Company as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 vide its Board Resolution dated April 8, 2022 and vide its Special Resolution in the Extra Ordinary General Meeting held on April 15, 2022 had approved the Employees Stock Option Plan 2022 (the "ESOP 2022"). The ESOP 2022 contemplates that the total number of Equity Shares to be issued pursuant to exercise of options under the ESOP 2022 shall not exceed 600 Equity Shares. As per this scheme, the Company has granted 589 Options.

The changes made post the year under review and as on date: The Company vide its Board Resolution dated May 15, 2023 and vide its Special Resolution in the Extra Ordinary General Meeting held on May 15, 2023 had ratified the ESOP 2022 and also approved the Employees Stock Option Plan 2023 (the "ESOP 2023"). The ESOP 2023 contemplates that the total number of Equity Shares to be issued pursuant to exercise of options under the ESOP 2023 shall not exceed 15,00,000 Equity Shares.

iv. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:

During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.

39. REPORTING OF FRAUD:

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

40. SHAREHOLDING OF DIRECTORS AS ON MARCH 31, 2023:

No other Director (except as mentioned below) holds any shares in the Company. The Company has not issued any convertible instruments

	Sr. No.		Name of the Directors		Shareholding at the beginning of the year	Shareholding at the end of the year.
	1		Raja Debnath (Managing Director)		7,410 (59.70%)	86,77,110 (47.32%)
	2		Gautam Vijay Udani (Whole-time Director)		1,400 (11.28%)	16,39,400 (08.94%)
	3		Ajay Rajendran (Non-Executive Director)		2,278 (18.35%)	51,96,898 (28.34%)
41.	OTHER INFORMATION:
a)		3rd Annual General Meeting
		Date		Time	Venue
		29 th	1 September, 2023	12:00 PM	AGM will be held through electronic mode [video conference or other audiovisual means("OAVM")]
b)		Financial Calendar for the year 2022-2023
		Financial year		1st April, 2022 to 31st March, 2023 (both days inclusive)
		Book Closure Dates		September 23, 2023 to September 29, 2023.

c) Listing of Equity Shares on Stock Exchange and Stock Codes

Listing on Stock Exchange:

BSE SME

Phiroze Jeejeebhoy Towers Dalal Street Mumbai - 400 001 Scrip Code: 543931

d) Location and time, where Annual General Meeting (AGM) for the last 3 years were held is given below:

Financial Year	AGM	Date	Time	Location
2021-22	2nd	Friday, September 30, 2022	03.00 p.m.	601, 602, 603 Neelkanth Corporate IT Park, Kirol Road, Vidyavihar (W), Mumbai, 400086
2020-21	1st	Saturday, November 27, 2021	03.00 p.m.	91, Spring board Business Hub, 175, Kagalwala House, C Block, East Wing, CST Road, Kalina, Mumbai - 400 098.

e) Stock Market Date and their Performance v/s S&P NSE Sensex

During the year under review, the Company was not listed and hence, the high/low of the market price of the shares of the Company is not available.

f) Registrar and Share Transfer Agent (RTA)

REGISTRAR AND SHARE TRANSFER AGENT:

Bigshare Services Private Limited

Office No. S6-2, 6^th Floor

Pinnacle Business Park, Next to Ahura Centre

Mahakali Caves Road, Andheri (East).

Tel: [phone].

Website: https://www.bigshareonline.com/

g) Share transfer system:

The Board has the authority for approving transfer, transmission of the Company''s securities.

As per SEBI Notification No. SEBI/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBI/LAD-NRO/GN/2018/49 dated November 30, 2018, requests for effecting transfer of securities (except in case of transmission or transposition of securities) cannot be processed from April 1, 2019 unless the securities are held in the dematerialized form with the depositories.

The Board appreciates that all the members are holding shares in dematerialized form.

h) Distribution of shareholding as on 31^st March, 2023:

Nominal Value of Shares: Rs. 10

Category (Shares)	Shareholders		Shares
	Number	%	Number	%
1-10,00,000	32	91.43%	28,24,452	15.40%
10,00,001- ******	3	8.57%	1,55,13,408	84.60%
Total	35	100%	1,83,37,860	100.00%

i) Compliance with mandatory and non-mandatory requirements of the Listing Regulations:

The Company has complied with all mandatory requirements of Listing Regulations and has not adopted any non-mandatory requirements which are not applicable to the Company.

42. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure II which forms part of this Report. The information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. The remuneration is also disclosed in the Annual return which is available on the website of the Company at https://www.veefin.com/.

43. CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance.

Pursuant to Regulation 15 of SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, the provisions of reporting of Corporate Governance as specified in Regulation 27 (2) is not applicable to the Company, as it is SME Listed Company.

Though the Corporate Governance is not applicable to the Company, the Company has given certain disclosures as a practice of good corporate governance.

44. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the Company''s objectives, projections, estimates and expectations may constitute ''forward looking statements'' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

45. ACKNOWLEDGEMENTS:

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.