Vani Commercials Ltd Directors Report

During the year under review, your Company recorded Total Standalone Turnover of Rs.3,40,95,936/- (previous year Rs. 3,15,41,871/-

The Company recorded a Net Pro t of Rs. 25,98,978/- during the Financial Year ended 31 March, 2025 as compared to Net Pro t of Rs. 23,66,374/- in the previous year.

Further, as the Company is a Non-Deposit Accepting NBFC, it made provision for Standard Assets in Terms of Section 134 (3) (j) of The Companies Act, 2013.

During the year under review, your Company recorded Total Consolidated of Rs.3,40,95,936/- (previous year 3,15,41,871/-). The Companyrecorded a Net Pro t of Rs. 25,98,978/- during theFinancial Year ended 31 March, 2025 as againstNet Pro t of Rs. 23,55,701/- in the previous year.

Further, as the Company is a Non-Deposit Accepting NBFC, it made provision for Standard Assets in Terms of Section 134 (3) (j) of The Companies Act, 2013.

The Authorized Share Capital as at 31 March, 2025 stood at 13,05,00,000/- (Rupees Thirteen Crore Five Lakh Only) divided into 13050000 (One Crore Thirty Lakh FiftyThousand) Equity Shares of Rs. 10/- (Rupees Ten Only)each and the paid-up Equity Share Capital as at 31 March, 2025 stood at 11,74,06,200 /- (Rupees Eleven Crore Seventy Four Lakh Six Thousand Two Hundred Only) divided into 11740620 (One Crore Seventeen Lakh Forty Thousand Six Hundred Twenty) equity shares of Rs. 10/- (Rupees Ten Only) each. During the year under review, no changes has been reported in the authorized and paid up share capital of the Company.

(c) Transfer to Reserves in Terms of Section 134 (3) (J) ofthe Companies Act, 2013

For the Financial Year ended 31 March, 2025, the Company has not proposed to carry any amount to the General Reserve Account.

For the financial year ended 31 March, 2025, the Company has earned Net profit of Rs. 25,98,978/- and therefore, has transferred 20% of the Net Pro ts to Statutory Reserve Account as required under the provisions of Section 45-IC of RBI Act, 1934.

(e) Dividend

The Board does not recommend any dividend, due tomeager profit in the Financial Year 2024-25.

The Company has taken unsecured loans from one of its directors for Rs. 3.67 Lakh in the Financial Year 2024-25 in its ordinary course of business.

There are no material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report.

2. PUBLIC DEPOSITS

During the year under review, your Company did not accept any deposits from the public in terms of the provisions of Chapter V of the Companies Act, 2013 and under provision of Section 45-IA of the RBI Act, 1934.

3. CHANGE IN THE NATURE OF THE BUSINESS

During the year, there is no change in the nature of the business ofthe Company.

4. FUTURE OUTLOOK

Your Company is very well positioned to take advantage of ever increasing demand for the retail and MSME credit, personal loans, business loans, education loans, loan against property, residential and commercial loan. So in this way, your Directors are hopeful to achieve better results in the coming years.

Further, the Company has started digital platform for granting loan facility to eligible borrowers which are in progress till date of report, so that the Company can maintain quality and many other benefits from various angles.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the Financial Year ended 31 March, 2025, the following changes were made in Board of Directors of Company :

· Mr. Harish Kumar Sahdev (DIN:09651019)resigned from the post of Non-ExecutiveIndependent Director w.e.f. 1 April, 2024. Further, he has also con rmed in his resignation letter that there were no other material reasons for his resignation other than those mentioned in his resignation letter.

· On the recommendation received from the Nomination and Remuneration Committee, Mr. Shubham Arora (DIN: 08457037) has been appointed as Additional Director in the category ofNon-Executive Independent Director of theCompany w.e.f. 23 February, 2024.

Earlier, the Company was planning to schedule the General Meeting for the preferential issue of equity shares. However, due to some reason the said proposal could not be taken further and the time limit to regularize Mr. Shubham Arora as Independent Director of the Company within 3 months of the date of his appointment as

Additional director of the Company at the Boardmeeting of the Company held on Friday, 23 February, 2024 got lapsed.

Accordingly, his appointment was regularized bythe shareholders of the Company at the 37Annual General Meeting held on Friday, 27 September, 2024.

l Mr. Pranay Kumar Tayal (DIN: 10649067) was appointed as an Additional Director categorized asNon-Executive Independent Director of theCompany w.e.f. 30 May, 2024 on recommendations received from the Nomination and Remuneration Committee.Further, Mr. Pranay Kumar Tayal could not be regularized as Independent Director of the Company within 3 months of the date of his appointment as

Additional director of the Company at the Boardmeeting of the Company held on Thursday, 30 May, 2024 due to the reason of unavailability of his Certificate of passing ID Pro ciency test within the prescribed time limit and therefore, it was decided by the management to take up his regularization at the ensuing General meeting of the Company.

Accordingly, the appointment Mr. Pranay KumarTayal was regularized by the shareholders in theirAnnual General Meeting held on Friday, 27 September, 2024.

· The designation of Mrs. Binal Jenish Shah was changed from Whole-Time Director to Non-Executive Non-Independent Director of theCompany w.e.f. 10 August 2024 at the meeting ofthe Board held on 10 August 2024 upto the date ofconclusion of General Meeting of the Companyand subsequently shareholders had approved thechange in designation at the 37 Annual GeneralMeeting of the Company held on Friday, 27 September, 2024.

· Mr. Gaurav Malhotra (DIN: 07351641) was appointed as an Additional Director categorized asNon-Executive Independent Director of theCompany w.e.f. 11 November, 2024 on recommendations received from the Nomination and Remuneration Committee.

· Mrs. Binal Jenish Shah (DIN: 09371388) resignedfrom the post of Non-Executive IndependentDirector w.e.f. closure of business hours on 11 November, 2024. Further, she has also con rmed in his resignation letter that there were no other material reasons for her resignation other than those mentioned in her resignation letter.

· Mrs. Ishita Jindal (DIN: 10907315) was appointed as an Additional Director categorized as Non-Executive Independent Director of the Companyw.e.f. 15 January, 2025 on recommendations received from the Nomination and Remuneration Committee.

· The appointments of Mr. Gaurav Malhotra (DIN: 07351641) and Mrs. Ishita Jindal (DIN: 10907315)have been regularized by the shareholders in theirExtra Ordinary General Meeting held on 8 February, 2025.

After the closure of the financial year 2024-25, hefollowing Changes in the directorships took place:

· The designation of Mr. Pranay Kumar Tayal (DIN: 10649067) was changed from Non-Executive Independent Director to Non-Executive Non-Independent Director of the Company by theBoard of Directors at their meeting held on 29 May, 2025, on recommendations received from the Nomination and Remuneration Committee, pursuant to prior approval received from the Reserve Bank of India.

· Mr. Ajay Kumar Tayal (DIN: 02884256) was appointed as an Additional Director categorized asWhole-Time Director (Executive) of the Companyw.e.f. 29 May, 2025 on recommendations received from the Nomination and Remuneration Committee, pursuant to prior approval received from the Reserve Bank of India and subject to the approval of the members in the ensuing General Meeting of the Company.

· Mr. Vipin Bharadwaj (DIN: 08770666) was appointed as an Additional Director categorized as as Non-Executive Independent Director of theCompany w.e.f. 07 July, 2025 on recommendations received from the Nomination and Remuneration Committee and subject to the approval of the members in the ensuing General Meeting of the Company.

· Mr. Amit Kumar Chauhan (DIN: 09527510) was appointed as an Additional Director categorized asNon-Executive Independent Director of theCompany w.e.f. 12 August, 2025 on recommendations received from the Nomination and Remuneration Committee and subject to the approval of the members in the ensuing General Meeting of the Company.

Therefore, as on the date of this report, the Board consistsof the following Directors:

There is no change in the Key Managerial Personnel of theCompany during the financial year 2024-25.

In accordance with the provisions of Section 152(6) of theAct and the Articles of Association of the Company , everyyear 1/3 of the Directors are required to retire by rotationat the AGM of the Company.

In the Notice of 38 AGM of the Company, it has been has mentioned that Mr. Vishal Abrol (DIN: 06938389), Managing Director of the Company shall be retiring by rotation and being eligible, offers himself for re- appointment.

During the financial year 2024-25, a separate meeting ofthe independent directors of the Company was held on 28 March, 2025 without the presence of the Executive and Non-executive Non-Independent Directors, and the management team of the Company.

The meeting was attended by all the independent directors and they, inter alia, discussed and reviewed the matters prescribed under Schedule IV to the Act and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A declaration from the Independent Directors (at the time of their appointment) has been received by the Company confirming that he/she meets the criteria of Independence in accordance with Section 149(6) of the Act read with Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b) of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 ("SEBI Listing Regulations"). Further, it is pertinent to note that the name of the Independent Directors has been included in the Databank of Independent Directors as prescribed under Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

A policy on familiarization program for independent directors has also been adopted by the Company. All new Independent Directors inducted to the Board are presented with an overview of the Companys business operations, products, organization structures and about the Board Constitutions and its procedures.

Framework for Familiarization Programme for the Independent Directors and the details of Familiarization Programme imparted to Independent Directors are made available on the website of the Company at :

h t t p s : / / v a n i c o m m e r c i a l s . c o m / w p -content/uploads/2019/06/FRAMEWOK-FOR-FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf

Pursuant to the provisions of Section 203 of the Act, the Key Managerial Personnel of the Company as on the date of this report are Mr. Vishal Abrol, Managing Director, Mr. Ajay Kumar Tayal, Whole-Time Director, Ms. Ishita Agarwal, Company Secretary and Compliance Officer and Ms. Tejasvi, Chief Financial Officer.

(G) ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF DIRECTORS

The Nomination and Remuneration Committee has adopted the attributes and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and quali cations, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Executive Directors of the Company fulfill the t and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to retire by rotation. One-third of the Directors who are liable to retire by rotation, retire every year and are eligible for re-election.

The Board, on the recommendation of the Nomination and Remuneration Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel and other employees of the Company , a copy of which is enclosed as ANNEXURE-I to this Report.

(I) BOARD EVALUATION

The Board carried out formal annual evaluation of its own performance and that of the individual Directors as also functioning of the Board Committees pursuant to the provisions of Companies Act, 2013, SEBI ((Listing Obligations and Disclosures Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017, as required in terms of Section 134 (3) (p) of the Act. The performance evaluation of the Board, its committees and individual Directors was based on criteria approved by the Nomination and Remuneration Committee. The Directors expressed their satisfaction with the overall evaluation process.

In the separate meeting of Independent directors, performance of non-independent directors, the Chairman of the Board and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors.

6 . NUMBER OF BOARD MEETINGS

During the year ended 31 March, 2025, 7 (Seven) meetings of theBoard were held on 28 May, 2024*, 30 May, 2024, 10 August,2024, 30 August, 2024, 11 November, 2024, 15 January, 2025and 12 February, 2025.

*The meeting held on 28 May, 2024 was adjourned due to non- availability of the Audited Financial Results of the Company and theadjourned meeting was held on 30 May, 2024 and the agenda items to be discussed in the original meeting were taken up for discussion.

7. BOARD COMMITTEES AND MEETINGS

Presently, the Company has 3 (Three) Board Committees with the following members:

During the year financial year 2024-25, Mr. Pranay Kumar Tayalwas appointed as Chairman of the Audit Committee w.e.f. 30 May,2024.

However, pursuant to change in designation of Mr. Pranay KumarTayal from Non-Executive Independent Director to Non-ExecutiveNon- Independent Director w.e.f. 29 May, 2025, Mr. ShubhamArora was designated as Chairman of the Audit Committee and Mr. Pranay Kumar Tayal designated as member of the committee in theboard meeting held on 29 May, 2025.

In the board meeting held on 29 May, 2025 has re-constituted the committee and Mr. Vishal Abrol was replaced by Mr. Gaurav Malholtra w.e.f. 29th May, 2025.

During the year ended 31 March, 2025, 6 (Six) meetings of the Committee were held on 28 May, 2024*, 30 May, 2024, 10 August, 2024, 30 August, 2024, 11 November, 2024 and 12 February, 2025.

*It is pertinent to note that the meeting of Audit Committee was scheduled to be held on 28 May, 2024 however, due to Non- Availability of Audited Financial statements and results, them meeting was adjourned to 30 May, 2024 and was duly convened and conducted.

During the Financial year 2024-25, there were no changes in the composition of Nomination and Remuneration Committee. However, Mr. Vishal Abrol stepped down from the position of member of the Committee and Mr. Gaurav Malhotra, Non- Executive Independent Director was appointed as member of the Committee w.e.f. 29 May, 2025 thereby complying with the provision of Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. 2/3 of the total number of members of the Nomination and Remuneration Committee shall be independent.

During the year ended 31 March, 2025, 5 ( ve) meetings of the Nomination and Remuneration Committee were held which are as follows: 30 May, 2024, 10 August, 2024, 30 August, 2024, 11 November, 2024 and 15 January, 2025 and was duly convened and conducted.

During the Financial year 2024-25, there were no changes in the composition of Stakeholders Relationship Committee.

During the year ended 31 March, 2025, 4 (four) meetings of Stakeholders Relationship Committee were held which are as follows: 30 May, 2024, 10 August, 2024, 11 November, 2024 and 12 February, 2025.

8. DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Act, your Board of Directors

to the best of their knowledge and ability con rm that: -

i) in the preparation of the Annual Accounts, the applicable Accounting Standards had been followed with proper explanation relating to material departures, if any;

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 a airs of the Company at the end of the financial year and of the profit and 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 your 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 were operating effectively; vi) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES SILVERLINK FINTECH PRIVATE LIMITED ceased to be thesubsidiary of the Company w.e.f. 12 February, 2025. Further, therewas no associate or joint venture Company(s) during the reportingperiod. Hence, Form AOC 1 is applicable for the financial yearended 31 March, 2025. The salient feature of the nancials of thesubsidiary Company are attached herewith and marked as

The Equity Shares of the Company are presently listed only at BSELimited and listing fee for the financial year 2025-26 has been dulypaid.

The securities of the Company are admitted with NSDL andCDSL, the ISIN allotted to the Company is INE661Q01017.

12 . DETAILS OF INVESTORS GRIEVANCES/ COMPLAINTS

No Investor complaints were received and resolved during the year. The pending complaints of the Shareholders/Investors registered stwith SEBI at the end of the current financial year ended on 31 March, 2025 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31 March, 2025.

The provision of Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is applicable to Company, thus the Corporate Governance Report, enclosed as ANNEXURE- III forms part of this Report.

During the financial year 2024-25, the Net Worth, Turnover and the Net Pro t of the Company were below prescribed limit therefore provisions of Section 135(1) of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable.

The Company provides a gender friendly workplace. During the year under review, there were no cases led pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

There are no employees drawing remuneration in excess of the limits set out in the said Rules during the financial year. Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

· The Ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year 2024-25:

* The designation of Mrs. Binal Jenish Shah was changedfrom Executive Director to Non-Executive Non-Indepdent Director of the Company w.e.f. 10 August, 2024 and wasapproved by the members at the 37 Annual Generalmeeting of the Company held on 27 September, 2024.

· There was no increase in Median remuneration of employees in financial year 2024-25.

Number of permanent employees on roll of the Company as on31 March, 2025: 14 (Fourteen) Average percentile increase already made in the salaries of employees other than the Managerial Personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justi cation thereof:

During financial year 2024-25, the Company was not in a position to provide even nominal increase in remuneration for Non-Managerial Personnel of the Company .

The provisions of maintenance of cost records as specified under sub-Section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly accounts and records are not maintained as per the provisions of this Section.

The Board has approved the Risk Management Policy of the Company. The Companys risk management framework is designed to address risks intrinsic to operations, nancials and compliances arising out of the overall strategy of the Company. The Company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its objectives. The responsibility for management of risks vests with the Managers/ o cers responsible for the day-to-day conduct of the a airs of the Company which lead to identi cation of areas where risk management processes need to be strengthened. Annual update is provided to the Board on the effectiveness of the Companys risk management systems and policies.

In line with the regulatory requirements applicable to Non-BankingFinancial Companies (NBFCs) under the RBIs Scale-BasedRegulation (SBR) framework, the Company has constituted a RiskManagement Committee (RMC) on 2 September 2024.

Presently, Risk Management Committee comprises the followingmembers:

18 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since, there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

As on date, the Company has only one class of share capital i.e. Equity Shares of Rs.10/- (Rupees Ten Only) each.

The Company has adequate internal financial controls with respect to the financial statements, commensurate with the size and scale of the operations of the Company. During the year such controls were tested and no reportable material weakness in operation has been observed. Internal audit of the Company has been carried out during the year. The Audit Committee reviews the internal audit ndings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

The Company is a Non-Deposit Accepting Non-Banking Finance Company, registered with the Reserve Bank of India, thus the provisions of the Section 186 of the Companies Act, 2013 do not apply to the Company.

During the year ended 31 March, 2025, the Company has not entered into any Related Party Transactions. Hence, the Form AOC-2 is Not Required to be attached with the report.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available on the website of the Company at weblink: h t t p s : / / v a n i c o m m e r c i a l s . c o m / w p -content/uploads/2023/02/VANI_RPT-POLICY_2024.pdf

During the year under review, no significant and material orders passed by the regulators/ courts / tribunals.

No amount for payment towards principal and interest was pendingtowards Micro, Small and Medium Enterprises as on 31 March,2025.

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s MKRJ & Co., CharteredAccountants, were re-appointed as Statutory Auditors of theCompany from the conclusion of the 35 Annual General Meetingheld on 9 July, 2022 till the conclusion of the AGM of the Companyto be held in 2027.

The comments made by the Auditors in their Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any quali cation, reservation or adverse remark.

Managements Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as ANNEXURE-IV forming a part of the Annual Report.

Efforts to conserve electricity by operating only necessary lights,fittings and xtures were made during the financial year 2024-25.

Steps taken by the Company for utilizing alternate sources ofenergy: NIL

Capital investment on energy conservation equipment: NIL

(I) E orts, in brief, made towards technology absorption and benefits derived as a result of the above efforts, e.g. product improvement, cost reduction, product development, import substitution, etc: NIL

(II) No technology was/were imported during the last 3 yearsreckoned from the beginning of the Financial year.

(III) Expenditure incurred on research and development NIL

There were no foreign exchange earnings or out flow during the financial year.

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s Prachi Bansal & Associates, Company Secretaries (M.No: A43355 and CoP: 23670) as the Secretarial Auditor of the Company for the Financial Year 2024-25. The Secretarial Audit Report given by M/s Prachi Bansal & Associates, Company Secretaries is provided under ANNEXURE- V to this Report.

The comments made by the Secretarial Auditor are self explanatory and do not require and further comments. The Secretarial Audit Report does not contain any quali cation, reservation or adverse remark.

The Board of Directors states that the Company has complied withthe provisions of the applicable Secretarial standards issued by theInstitute of Company Secretaries of India, as amended from timeto time.

The Annual Return of the Company for the financial year ended 31 March,2024 is available on the website of the Company which can be accessed by clicking on: https://vanicommercials.com/https-www-vanicommercials-com-page_id11/

The Vigil Mechanism Policy of the Company is formulated in terms of Section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy. That as per the said policy protected disclosures can be made by the Whistle Blower to the dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board is available on the website of the Company at web link: https://vanicommercials.com/wp-content/uploads/2023/02/WHISTLE-BLOWER-POLICY_AMENDED.pdf

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees havecon rmed compliance with the code.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the Company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings/ behaviours of any form and the Board has laid down the directives to counter such acts. The code laid down by the Board is known as "code of business conduct" which forms an Appendix to the Code. A declaration signed by the Companys Managing Director for the Compliance of these requirements is furnished in ANNEXURE- VI forming part of the Annual Report.

The Managing Director and/or CFO of the Company are required to give an Annual Certificate on compliance with Financial Reporting and internal controls to the board in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 and Certificate on Financial Results while placing the Annual financial results before the board in terms of Regulation 33 of SEBI (LODR) Regulations, 2015 of and same is published in this report as ANNEXURE-VII

During the year under review, your Company enjoyed cordialrelationship with employees at all level.

No frauds were reported under Section 143(12) of the CompaniesAct, 2013 during the financial year 2024-25.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:- a. Issue of equity shares and differential rights as to dividend,voting or otherwise.

b. Issue of Shares (including sweat equity shares) toemployees of the Company under any scheme.

c. The company has not issued any Employee Stock Option.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

No CIRP process is initiated against the Company under IBC 2016.

Your Company has zero tolerance towards any action on the part of any executive which may fall under the ambit of Sexual Harassment at workplace and is fully committed to uphold and maintain the dignity of every woman executive working in your Company. The Sexual Harassment Policy provides for protection against sexual harassment of women at workplace and for prevention and redressal of such complaints.

During the year under review, there were no complaints pending as on the beginning of the financial year and no new complaints were led during the financial year under review. The following is a summary of complaints received and resolved during the reporting period:

As a Non-Banking Financial Company (NBFC), the Company has complied with all applicable provisions under the RBI Master Directions and guidelines, including fair practices, KYC, and credit risk regulations.

During the year under review, No such one-time settlement was done with Banks or financial institutions

The Company has complied with the provision of Maternity Benefits Act, 1961 including all applicable amendments and rules framed thereunder. The company is committed to ensuring a safe, inclusive and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefits Act, 1961 including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

In alignment with the provisions of diversity, equity and inclusion (DEI), the company discloses below the gender composition of its workplace as on 31 March, 2025:

Male Employees: 13 (Thirteen) Female Employees: 1 (One) Transgender Employees: None

This disclosure reinforces the Companys efforts to promote an inclusive culture and equal opportunity for all individual, regardless of gender.

Your directors would like to express their sincere appreciation for the assistance and corporation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. Your directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, sta and workers.