Vani Commercials Ltd Directors Report

DIRECTORS REPORT

To,

The Members,

VANI COMMERCIALS LIMITED

201, 2nd Floor, BMC House,

N Block, Near Maruti Suzuki Arena

Connaught Place,

Central Delhi-110001

Your Directors have pleasure in presenting the 39th Directors Report of your Company with the Audited Financial Statements and the accounts for the Financial Year ended on March 31ST, 2026.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

a) i) Financial Highlights

The Boards Report is prepared based on the Financial Statements of the Company. The Companys financial performance is given hereunder:

Particulars	FY ended 31.03.2026 (INR)	FY ended 31.03.2025 (INR)
Total Income	576	341
Total Expenses	511	293
Profit(Loss) before tax	65	48
Current Tax	17	12
Deferred Tax	(0.41)	-
Provision for Standard Assets	0	0
Provision for Statutory Reserves	0	0
Provision for Standard Assets for NBFCs	13	10
Profit (Loss) after tax	36	26
Net Profit Transferred to Reserves	0	0
Earning per share (EPS)
Basic	0.12	0.12
Diluted	0.02	0.02

ii) Highlights of the Company Performance for the Year Ended 31st March 2026

During the year under review, The Company recorded Total Turnover of Rs. 576 Lakhs (Previous year Rs. 341 Lakhs. The Company recorded a net profit of Rs. 36 Lakhs during the Financial Year ended 31st March, 2026 as compared to Net Profit of Rs. 26 Lakhs 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.

b) Capital Structure Authorized Share Capital:

The authorized share capital of the Company is Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 50000000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten Only).

During the Financial year, The Authorized share capital has been increased from the Rs. 13,05,00,000/- (Rupees Thirteen Crore Five Lakhs Only) divided into 13050000 (One Crore Thirty Lakh Fifty Thousand) Equity Shares of Rs. 10/- (Rupees Ten Only) to Rs. 50,00,00,000/- (Rupees Fifty Crore Only) divided into 50000000 (Five Crore) Equity Shares of Rs. 10/- (Rupees Ten Only).

Paid Up Share Capital:

The paid-up capital of the Company is Rs. 29,40,72,830/- (Rupees Twenty Nine Crore Forty Lakhs Seventy Two Thousand Eight Hundred Thirty Only) consisting of 29407283 (Two Crore Ninety Four Lakhs Seven Thousand Two Hundred Eighty Three) equity shares of Rs. 10/- (Rupees Ten Only) each.

During the Financial Year 2025-26, the Company allotted 17666663 (One Crore Seventy Six Lakhs Sixty Six Thousand Six Hundred Sixty Three Only) equity shares of ^12 each (Including Rs. 2 as Premium), in accordance with the provisions of the Companies Act, 2013 and the rules made thereunder. Pursuant to the said allotment, the paid-up share capital of the Company increased from ^11,74,06,200 to 29,40,72,830. The aforesaid allotment constituted a significant corporate event during the year.

Further, during the year under review:

• There is no re-classification or sub-division of the authorized share capital;

• There is no reduction of share, buy back and right issue of share.

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

For the Financial Year ended 31st March, 2026, the Company has not proposed to carry any amount to the General Reserve Account.

d) Transfer to Statutory Reserve

For the financial year ended 31st March, 2026, the Company has earned Net profit of Rs. 36 Lakhs and therefore, has transferred 20% of the Net Profits to Statutory Reserve Account as required under the provisions of Section 45-IC of RBI Act, 1934.

e) Dividend

In light of the limited profits generated during the Financial Year 2025-26, the Board of Directors has decided not to recommend any dividend for the year.

f) Unsecured Loans

During the Financial Year 2025-26, the Company obtained an unsecured loan amounting to ^268.99 Lakhs from its Directors in the ordinary course of business.

g) Material Changes and Commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

The Board of Directors, at its meeting held on 21st May 2026, approved the acquisition of a 51% equity stake of the below mentioned entities:

• The Scale Estates Limited, which is engaged in the business of acquiring, owning, leasing, licensing, operating, and managing real estate assets, commercial spaces, business centres, warehouses, rental properties, and other related real estate businesses.

• GTB Projects Private Limited, which is engaged in the business of real estate development, construction, promotion, colonization, and the development and sale of residential, commercial, industrial, and infrastructure projects.

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 BUSINESS

During the year, the Board of Directors, at their meeting held on 24th October 2025, approved alterations in the Main Object Clause of the Memorandum of Association of the Company which was further approved by the members in the Extra-Ordinary General Meeting held on 21st November, 2025.

Pursuant to the said alteration, the Company has expanded its scope of operations by undertaking the business of providing long term finance for construction or purchase, providing financial technology, digital payment solutions, providing payment aggregator and payment gateway services, acquiring and managing financial and stressed assets, acting as an insurance intermediary and all such lawful activities as are incidental, ancillary or conducive to the attainment of these objects.

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

A. CHANGE IN DIRECTORS

As on the date of this report, the Board consists of the following Directors:

Sr. No.	DIN/PAN	Name	Designation
1	06938389	Mr. Vishal Abrol	Managing Director
2	08770666	*** Mr. Vipin Bharadwaj	Non-Executive Independent Director
3	09527510	****Mr. Amit Kumar Chauhan	Non-Executive Independent Director
4	02884256	** Mr. Ajay Kumar Tayal	Whole-Time Director
5	07351641	Mr. Gaurav Malhotra	Non-Executive Independent Director
6	10907315	Ms. Ishita Jindal	Non-Executive Independent Director
7	10649067	* Mr. Pranay Kumar Tayal	Non-Executive Non- Independent Director
8	08457037	Mr. Shubham Arora	Non-Executive Independent Director
9	*****7950a	Ms. Tejasvi	CFO

During the year 2025-26, the following Changes were made in the Board of Directors of the company:

*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 the Board of Directors at their meeting held on 29th 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 as Whole-Time Director (Executive) of the Company w.e.f. 29th 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 Non-Executive Independent Director of the Company w. e. f. 07th 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 as Non-Executive Independent Director of the Company w.e.f. 12th 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.

CHANGE IN KEY MANAGERIAL PERSONNEL

During the financial year 2025-26, Ms. Ishita Aggarwal resigned from the position of Company Secretary and Compliance Officer with effect from 17th October, 2025. Subsequently, Ms. Nikita Pal was appointed as the Company Secretary and Compliance Officer of the Company with effect from 24th February, 2026.

Further after the closure of financial year, Ms. Nikita Pal resigned from the position of Company Secretary and Compliance Officer with effect from 25th June, 2026.

(B) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, every year 1/3rd of the Directors is required to retire by rotation at the AGM of the Company. Mr. Pranay Kumar Tayal, Director of the Company shall be retiring by rotation and being eligible, offers himself for re-appointment.

(C) MEETING OF INDEPENDENT DIRECTORS

The independent directors of Company met one time during the year where all the independent directors were present under the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

(D) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

A declaration from the Independent Directors (at the time of their appointment) has been received by the Company confirming that he 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.

(E) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarizafion 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 operafions, products, organizafion structures and about the Board Consfitufions and its procedures.

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

https://vanicommercials.com/wp-content/uploads/2019/06/FRAMEWOK-FOR-FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf

(F) KEY MANAGERIAL PERSONNEL OF THE COMPANY

Pursuant to the provisions of Secfion 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, WholeTime Director and Ms. Tejasvi, Chief Financial Officer of the Company

(G) ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF DIRECTORS

The Nominafion and Remunerafion Committee has adopted the attributes and qualificafions as provided in Secfion 149(6) of the Act and Rule 5 of the Companies (Appointment and Qualificafions of Directors) Rules, 2014, in respect of Independent Directors. The Committee has also adopted the same attributes and qualificafions, to the extent applicable, in respect of Non-Independent Directors.

All the Non-Execufive Directors of the Company fulfil the fit and proper criteria for appointment as Directors. Further, all Directors of the Company, other than Independent Directors, are liable to refire by rotafion. One-third of the Directors who are liable to refire by rotafion, refire every year and are eligible for re-elecfion.

(H) REMUNERATION POLICY

The Board, on the recommendafion of the Nominafion and Remunerafion Committee, approved the Remunerafion 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 evaluafion of its own performance and that of the individual Directors as also funcfioning of the Board Committees pursuant to the provisions of Companies Act, 2013, SEBI ((Lisfing Obligafions and Disclosures Requirements) Regulafions, 2015 and the Guidance Note on Board Evaluafion issued by the Securifies and Exchange Board of India on January 5, 2017, as required in terms of Secfion 134 (3) (p) of the Act. The performance evaluafion of the Board, its committees and individual Directors was based on criteria approved by the Nominafion and Remunerafion Committee. The Directors expressed their safisfacfion with the overall evaluafion process.

In the separate meefing 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 execufive directors and non-execufive directors.

(J) RBI GUIDELINES

The Company is a Non-Deposit Accepting Non-Banking Finance Company, registered with the Reserve Bank of India. As per Non-Banking Finance Companies RBI Directions, the Directors hereby report that the Company did not accept any public deposits during the year and did not have any public deposits outstanding at the end of the year.

Further your Company has been Categorized as NBFC- Base Layer under Master Direction- Reserve Bank of India (Non-Banking Financial Companies - Registration, Exemptions and Framework for Scale Based Regulation) Directions, 2025 dated July 01, 2026.

(K) FIT AND PROPER AND NON-DISQUALIFICATION DECLARATION BY DIRECTORS

All the Directors of the Company have confirmed that they satisfy the fit and proper criteria as prescribed under Chapter XI of Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023, and that they are not disqualified from being appointed/re-appointed/ continuing as Director in terms of Section 164(1) and (2) of The Companies Act, 2013.

(L) FAIR PRACTICE CODE (FPC)

The Company has in place, a Fair Practice Code approved by the Board in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is posted on the website of the Company at https://vanifincom.in/wp-content/uploads/2025/09/VANI_FPC_07072025.pdf . The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.

6. MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2025-26, Twelve (12) Meetings of the Board of Directors of the Company were held. The intervening gap between the two meetings was within the prescribed duration in terms of the Companies Act, 2013. The dates details are as under.

S.No.	Date of meeting		Attendance
		Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
1	22-04-2025	5	5	100
2	27-05-2025	5	5	100
3	29-05-2025	6	6	100
4	07-07-2025	7	6	85
5	12-08-2025	8	8	100
6	14-10-2025	8	2	25
7	24-10-2025	8	8	100
8	14-11-2025	8	8	100
9	29-01-2026	8	8	100
10	14-02-2026	8	8	100
11	24-02-2026	8	8	100
12	02-03-2026	8	8	100

7. THE DETAILS OF THE AUDIT COMMITTEE MEETING HELD DURING THE YEAR ARE AS FOLLOWS:

Presently, the Company has 3 (Three) Board Committees, the details of the committees are as follows:

A. AUDIT COMMITTEE:

Your Company has constituted an Audit Committee, as per the applicable provisions of Section 177 of the Companies Act, 2013. As on 31st March, 2026, the Audit Committee comprises of the following members:

Name of Director	Nature of Directorship	Status in Committee
**Mr. Shubham Arora	Non-Executive Independent Director	Chairperson
*** Mr. Pranay Kumar Tayal	Non-Executive Non-Independent Director	Member
**** Mr. Gaurav Malhotra	Non-Executive - Independent Director	Member

Changes in Audit Committee during the financial year:

*Mr. Vishal Abrol, executive director stepped down from the membership of the Committee w.e.f. 29-05-2025.

**Mr. Shubham Arora has been designated as Chairperson of the committee w.e.f. 29-05-2025.

*** Pranay Kumar Tayal was designated as member of the committee and he was step down from the position of Chairperson of the committee after the Change in designation from Non-Executive Independent Director to Non- Executive Non-Independent Director w.e.f. 29-05-2025.

****Mr. Gaurav Malhotra, Independent Director was elected as Member of the Committee w.e.f. 2905-2025.

B. NOMINATION AND REMUNERATION COMMITTEE:

Your Company has formed the Nomination and Remuneration Committee in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013.

As on 31st March, 2026, the Nomination and Remuneration Committee comprises of the following Members:

Name of Director	Nature of Directorship	Status in Committee
Mr. Shubham Arora	Non-Executive Independent Director	Chairperson
Mr. Pranay Kumar Tayal	Non-Executive Non-Independent Director	Member
Mr. Gaurav Malhotra	Non-Executive - Independent Director	Member

Changes in Nomination and Remuneration Committee during the financial year:

There were no changes in the composition of the Nomination and Remuneration Committee during the financial year. However, Mr. Pranay Kumar Tayals designation was changed from Non-Executive Independent Director to Non-Executive Non-Independent Director with effect from 29-05-2025.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Your Company has formed the Stakeholders Relationship Committee in accordance with the provisions of sub-section (5) of Section 178 of the Companies Act, 2013.

As on 31st March, 2026, the Stakeholders Relationship Committee comprises of the following Members:

Name of Director	Nature of Directorship	Status in Committee
Mr. Shubham Arora	Non-Executive Independent Director	Chairperson
***Mr. Pranay Kumar Tayal	Non-Executive Non-Independent Director	Member
**Mr. Gaurav Malhotra	Non-Executive - Independent Director	Member

Changes in Stakeholders Relationship Committee during the financial year:

*Mr. Vishal Abrol, executive director stepped down from the membership of the Committee w.e.f. 29-05-2025.

**Mr. Gaurav Malhotra, Independent Director was elected as Member of the Committee w.e.f. 2905-2025.

***Mr. Pranay Kumar Tayals designation was changed from Non-Executive Independent Director to Non-Executive Non-Independent Director with effect from 29-05-2025.

DETAILS OF COMMITTEE MEETINGS HELD DURING THE FY 2025-26

S. No	Name of Committee	Date of meeting	Total Number of directors in the Committee as on date of the meeting	Attendance
				Number of directors attended	% of attendance
1	Audit Committee	27-05-2025	3	3	100
2	Audit Committee	29-05-2025	3	3	100
3	Audit Committee	12-08-2025	3	3	100
4	Audit Committee	14-11-2025	3	3	100
5	Audit Committee	14-02-2026	3	3	100
6	Nomination and Remuneration committee	22-04-2025	3	3	100
7	Nomination and Remuneration committee	29-05-2025	3	3	100
8	Nomination and Remuneration committee	07-07-2025	3	3	100
9	Nomination and Remuneration committee	12-08-2025	3	3	100
10	Nomination and Remuneration committee	29-01-2026	3	3	100
11	Nomination and Remuneration committee	18-02-2026	3	3	100
12	Stakeholders Relationship Committee	29-05-2025	3	3	100
13	Stakeholders Relationship Committee	07-07-2025	3	3	100
14	Stakeholders Relationship Committee	24-10-2025	3	3	100

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 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 prudents 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 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 are adequate and operating effectively.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March, 2026, your Company does not have any subsidiary/associate and joint venture company.

Further after the closure of financial year, the Board of Directors at their meeting have deliberated to subscribe the shares in two companies namely The Scale Estates Limited and GTB Projects Private Limited and subsequent to such investment, these companies will become the subsidiaries of our company.

10. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at BSE Limited and listing fee for the financial year 2026-27 has been duly paid.

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL and CDSL, 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 with SEBI at the end of the current financial year ended on 31st March, 2026 are NIL.

There were no pending requests for share transfer/dematerialization of shares as of 31st March, 2026.

13. REPORT ON CORPORATE GOVERNANCE

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- II forms part of this Report.

14. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2025-26, the Net Worth, Turnover and the Net Profit 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.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

The Company has complied with provisions given under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

DISCLOSURE UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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 filed during the financial year under review. The following is a summary of complaints received and resolved during the reporting period:

Received	Disposed off	Pending
NIL	NIL	NIL

Disclosure on remuneration pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014

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 2025-26:

S. No.	Name	Designation	Ratio
1	Mr. Vishal Abrol	Managing Director	1.82
2	Mr. Ajay Kumar Tayal	Whole-Time Director	1.82
3	Mr. Pranay Kumar Tayal	Director	0.45
4	Mr. Shubham Arora	Independent Director	Nil
5	Mr. Gaurav Malhotra	Independent Director	Nil
6	Mrs. Ishita Jindal	Independent Director	Nil
7	Ms. Tejasvi	Chief Financial Officer	Nil
8	*Ms. Ishita Agarwal	Company Secretary	0.91
9.	**Nikita Pal	Company Secretary	1.00
10.	***Mr. Vipin Bharadwaj	Independent Director	Nil
11.	****Amit Kumar Chauhan	Independent Director	Nil

*Ms. Ishita Aggarwal resigned from the position of Company Secretary and Compliance Officer with effect from 17th October, 2025.

**Ms. Nikita Pal was appointed as the Company Secretary and Compliance Officer of the Company with effect from 24th February, 2026 and further after the closure of financial year she has resigned from the position of Company Secretary and Compliance Officer with effect from 25th June, 2026.

***Mr. Vipin Bharadwaj (DIN: 08770666) was appointed as an Additional Director categorized as Non-Executive Independent Director of the Company w. e. f. 07th July, 2025

****Mr. Amit Kumar Chauhan (DIN: 09527510) was appointed as an Additional Director categorized as Non-Executive Independent Director of the Company w.e.f. 12th August, 2025.

• Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Director & Company Secretary or Manager in the financial year 2025-26:

• Percentage increase in Median remuneration of employees in financial year 2025-26: There was no increase in Median remuneration of employees in financial year 202526.

• Number of permanent employees on rolls of the Company as on 31st March, 2026: 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 justification thereof:

During financial year 2025-26, the Company was not in a position to provide even nominal increase in remuneration for Non-Managerial Personnel of the Company .

The Company affirms that the remuneration is as per the Remuneration Policy of the Company.

16. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDER SECTION 148 OF THE COMPANIES ACT, 2013

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.

17. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The Companys risk management framework is designed to address risks intrinsic to operations, financials 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/ officers responsible for the day-to-day conduct of the affairs of the Company which lead to identification 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-Banking Financial Companies (NBFCs) under the RBIs Scale-Based Regulation (SBR) framework, the Company has constituted a Risk Management Committee (RMC) on 2nd September 2024.

Presently, Risk Management Committee comprises the following members:

Name	Designation
Mr. Pranay Kumar Tayal	Chairman
Mr. Shubham Arora	Member
Mr. Vishal Abrol	Member

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.

19. CLASSES OF SHARES

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

20. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

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 findings, provides guidance on internal controls and ensures that the internal audit recommendations are implemented.

21. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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.

22. RELATED PARTY TRANSACTIONS

During the year ended 31st March, 2026, 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: https://vanicommercials.com/wp-content/uploads/2023/02/VANI_RPT-POLICY_2024.pdf

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/ COURTS / TRIBUNALS

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

24. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

No amount for payment towards principal and interest was pending towards Micro, Small and Medium Enterprises as on 31st March, 2026.

25. AUDITORS AND THEIR REPORT

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., Chartered Accountants, were re-appointed as Statutory Auditors of the Company from the conclusion of the 35th Annual General Meeting held on 9th July, 2022 till the conclusion of the AGM of the Company to 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 qualification, reservation or adverse remark.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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-III forming a part of the Annual Report.

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

Steps taken on conservation of energy and impact thereof: Efforts to conserve electricity by operating only necessary lights, firtngs and fixtures were made during the financial year 2025-26.

Steps taken by the Company for utilizing alternate sources of energy: Nil

Capital investment on energy conservation equipment: Nil

28. TECHNOLOGY ABSORPTION:

(I) Efforts, 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 years reckoned from the beginning of the Financial year.

(iii) Expenditure incurred on research and development - Nil

29. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

30. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has appointed M/s Shailendra Roy & Associates (M.No.: A25823 CoP: 11738) as the Secretarial Auditor of the Company for the Financial Year 2025-26. The Secretarial Audit Report given by M/s Shailendra Roy & Associates is provided under ANNEXURE- IV 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 qualification, reservation or adverse remark.

31. SECRETARIAL STANDARDS

All the secretarial standards applicable to the company have been complied with during the Financial Year 2025-2026.

32. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31st March,2026 is available on the website of the Company which can be accessed by clicking on:

https://vanicommercials.com/https-www-vanicommercials-com-page_id11/

33. ESTABLISHMENT OF VIGIL MECHANISM

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

34. PREVENTION OF INSIDER TRADING

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 have confirmed compliance with the code.

35. CODE OF CONDUCT

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- V forming part of the Annual Report.

36. MANAGING DIRECTOR AND CFO CERTIFICATION:

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-VI

37. INDUSTRIAL RELATIONS:

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

38. FRAUD REPORTED UNDER SECTION 143 OF THE COMPANIES ACT, 2013

No frauds were reported under Section 143(12) of the Companies Act, 2013 during the financial year 2025-26.

39. GENERAL DISCLOSURES:

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) to employees of the Company under any scheme.

c. 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.

d. Company has not issued any shares under Employee Stock Option Plan during the financial year 2025-26.

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

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

41. GENDER WISE COMPOSITION OF EMPLOYEES

In alignment with the provisions of diversity, equity and inclusion (DEI), the company discloses below the gender composition of its workplace as on 31st March, 2026:

Male Employees: 13 (Thirteen)

Female Employees: 1 (One)

Transgender Employees: 0

42. MATERNITY BENEFIT AFFIRMATIONS UNDER THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions 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.

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

43. ACKNOWLEDGEMENT

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, staff and workers.

For and on behalf of Board of Directors
For Vani Commercials Limited	Sd/-	Sd/-
Date: 2nd September, 2026	Vishal Abrol	Pranay Kumar Tayal
Place: New Delhi	Managing Director	Director
Regd. Off.: 201, 2nd floor, BMC House,	DIN:06938389	DIN: 10649067
N Block, Near Maruti Suzuki Arena,
Connaught Place, Delhi -110001
CIN:L74899DL1988PLC106425
Email ID: info@vanicommercials.com