Veefin Solutions

Veefin Solutions Ltd Directors Report

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Oct 24, 2025|12:00:00 AM

Veefin Solutions Ltd Share Price directors Report

TO,

The Members,

Veefin Solutions Limited

(Formerly known as Veefin Solutions Private Limited

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:

Particulars	Standalone		Consolidated 1
	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 Companys 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		• Acquisitions During The Financial Year 2024-2025:
DURING THE FINANCIAL YEAR:		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 14^th 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 (Fl) 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 flO 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 (RBl) 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, Lai Bahadur Shastri Marg, Kurla (West), Mumbai - 400070. The shift was undertaken to accommodate the Companys growing operational needs and to enhance accessibility and infrastructure in line with business expansion.
• Issuance and allotment			During the financial year 2024-2025, a total of 14,00,347
of equity shares to the			equity shares were allotted to the Veefin Employee Welfare
trust under the Veefin -			Trust under the Veefin Employee Stock Option Plan, 2023.
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

Date of Allotment	Number of Equity Shares Allotted	Face Value per Share GO	Issue Price per Share (3)	Paid-upEquity Capital Post Allotment
Decem				2,36,13,407 equity
ber 24,	10,40,347	10	10	shares amounting to
2024				523,61,34,070
January 21, 2025	1,60,000	10	10	2,37,73,407 equity shares amounting to 523,77,34,070
February 25, 2025	2,00,000	10	10	2,39,73,407 equity shares amounting to 523,97,34,070

		These issuances reflect the Companys ongoing commitment to employee ownership and long-term value creation through equity participation.
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:		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.
	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.
	The changes in the Issued, Subscribed and Paid up Capital are as detailed below:

Sr. No	Capital (g)	Date of change	Reason for change
1	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 Rs. 10/- (Rupees Ten Only) each.	As on 31.03.2024	-
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 Allotment of 10,40,347 equity shares to the Veefin Employee Welfare Trust (ESOP Trust) as per Veefin - Employee Stock Option Plan, 2023 (ESOP Scheme)
3	23,77,34,070 (Rupees Twenty Three Crores Seventy Seven Lakhs Thirty Four Thousand Seventy Only) divided into 2,37,73,407 (Two Crores Thirty Seven Lakhs Seventy Three Thousand Four Hundred Seven) Equity shares having face value of Rs.10/- (Rupees Ten Only) each.	21.01.2025	Pursuant to Allotment of 1,60,000 equity shares to the Veefin Employee Welfare Trust (ESOP Trust) as per Veefin - Employee Stock Option Plan, 2023 (ESOP Scheme)
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/- (Rupees Ten Only) each		Pursuant to Allotment of 2,00,000 equity shares to the Veefin Employee Welfare Trust (ESOP Trust) as per Veefin - Employee Stock Option Plan, 2023 (ESOP Scheme)

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 (SEBl). The shares are available in the depository systems of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The International Securities Identification Number (iSIN) allotted to the Companys equity shares is INE0Q0M01015.

As on March 31,2025, the status of dematerialization of equity shares is as follows:

Name of the Depository	Position as on 31.03.2025	% of total issued capital
NSDL	1,59,02,285	66.33
CDSL	8,07,11,22	33.67
Physical	0	0.00
Total No. of shares	2,39,73,407	100.00

9. 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

10. STATEMENT OF AFFAIRS OF Information on the operations and financial performance, among

THE COMPANY: 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 SEBl (Listing Obligation and Disclosure Requirements) Regulations, 2015.

11. NON APPLICABILITY OF As per Provision to regulation Rule 4(l) of the companies (Indian

THE INDIAN ACCOUNTING Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R

STANDARDS: 111 (e) on 16th February, 2015, Companies whose shares are listed on

SME exchange as referred to in Chapter XB of SEBl (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.

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 Schemes	The Company has implemented two employee stock option 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 SEBISBEB Regulations	• In accordance with the SEBI (Share Based Employee Benefits and 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 Pool under ESOP 2023	• Initially, the Company increased the ESOP 2023 pool from 15,00,000 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 flO each upon exercise.
v. Trust Route for Scheme Administration	• The Company has adopted the trust route for ESOP 2023 through 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
		1	KP Corporate Solutions Ltd	IndiQube The Kode, 7th Floor, S.No. 134, Hissa No. 1/38, CTS No. 2265 to 2273, Baner Pashan Link Road, Pune, Maharashtra - 411045	ESOP Management Consultant, Corporate Trustee, Corporate Compliance Services	Indian

	The Trustee has no relationship with the promoters, directors, or key managerial personnel of the Company.
vii. Approval of Amended	• The draft of the amended ESOP 2023 was approved by the NRC
ESOP 2023 Scheme	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 Companys 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 ? Rulel6(l)(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	Sr No	Number of Shares Allotted	Price per Share (g)	Date of Allotment
	1	10,40,347	10	24/12/2024
	2	1,60,000	10	21/01/2025
	3	2,00,000	10	25/02/2025

x. Regulatory Disclosures In compliance with Regulation 14 of SEBI SBEB Regulations, a detailed

statement on the Companys 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:

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

* Mr. Gourav Saraf (DIN:0820485l) 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:1072653l) 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 Compliance Officer

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
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 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-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 September, 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(l) 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 2024-2025 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 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 Directors			The Company has, inter-alia, received the following declarations 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 Directors 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 Boards 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 Boards 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 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 Companys 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 Companv 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 Directors attended	% of Attendance
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:

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 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 Meetings 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:0820485l), Mr. Bhavesh Shamji Chheda (DIN: 08216993) and Mr. Matthew Simon Gamser (DIN:1072653l) were appointed in the Board meeting held on 26th August, 2024.

16. COMMITTEES OF BOARD

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 requirements mandated by the SEBI Listing Regulations and Companies Act, 2013. Some of the important functions performed by the Committee are:

1. Oversight of the Companys 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 auditors report thereon before submission to our Board for approval, with particular reference to:

a. Matters required to be included in the Directors Responsibility Statement, to be included in our Boards 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. modified opinion(s) 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 issue or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to our Board to take up steps in this matter,

7. Reviewing and monitoring the auditors 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 & Remunation Committee

In accordance with the provisions of Section 178 of the Companies Act, 2013, and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Nomination and Remuneration Committee (NRC) Composition of the Committee (as on date):

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

• Mr. Gourav Saraf - Member, Non-Executive Independent Director

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

The Committee was reconstituted 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 provisions, 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

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Stakeholders Relationship Committee to specifically look into and resolve the grievances of security holders of the Company.

Composition of the Committee (as on date):

• Mr. Gourav Saraf - Chairman (Non-Executive Independent Director)

• Mr. Raja Debnath - Member (Managing Director)

• Mr. Gautam Vijay Udani - Member (Whole-time Director)

The Committee was reconstituted in the meeting held on March 13, 2024, following the resignation of Mr. Anand Mal- pani. Mr. Gourav Saraf was appointed as the Chairman of the Committee.

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.

5. Resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance of security cover and any other covenants.

Status of Investor Complaints (as on date):

• Number of complaints received during the year: Nil

• Number of complaints resolved: Not applicable

• Number of complaints pending as on date: Nil

All investor grievances are being monitored and resolved via the SEBI SCORES platform and the Companys RTA.

iv. Internal Complaint Committee	In compliance with the provisions of the Sexual Harassment of 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 Boards 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 Boards strong commitment to governance and strategic oversight.
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 Companys 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.
Criteria or Policy for making payments to NED				This policy outlines the framework for making payments to 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 party transaction				The policy provides a framework for identifying and determining the materiality of related party transactions and ensures proper review, approval, and disclosure in compliance with applicable laws and regulations.
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 for determination of Materiality of Events				This policy applies for determining and disclosing material events taking place in the Company.
Code of Conduct for BOD & SMP				The Code of Conduct for the Board of Directors and Senior Management Personnel lays down the principles for ethical governance and responsible leadership.
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.
Policy On Identification of Group Companies, Material Creditors		The policy lays down the criteria for identifying group companies and material creditors based on defined thresholds. It ensures transparency and consistency in disclosures as required under applicable regulatory frameworks.
Vigil Mechanism and Whistle Blower Policy		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 Companys 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 for UPSI		The code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information without advantage to any particular person(s).
Code of Conduct for Prohibition of Insider Trading		The code outlines the principles and procedures to prevent insider trading by regulating the communication and trading of unpublished price sensitive information, in accordance with SEBI (PIT) Regulations.
Corporate Social Responsibility Policy		The policy outlines the Companys approach towards undertaking 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 Companys 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(l) 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 Auditors 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-l)" 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 of Cost Records:	The Cost Audit as specified by the Central Government under subsection (l) 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(l) 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 companv. 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 companys 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:

• 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

Estorifi 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

Nityo 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
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.

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	5400.66 Lakhs			5494.87 Lakhs
Foreign Exchange Earning	51,437.45 Lakhs			5878.08 Lakhs
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 arms 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 Companys 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.			There have been material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report. These are as follows: i Acquisition of 26.55% stake in White Rivers Media Solutions Private 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 Companys 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 HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:		The Company maintains a zero-tolerance stance towards sexual harassment in the workplace. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the associated rules, we have implemented a comprehensive policy to prevent, prohibit, and address incidents of sexual harassment. This policy is publicly available on the Companys 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
2 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 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 EMPLOYEES 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	The Companys CSR initiatives and activities are aligned to the 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 Companys website at www.veefin.com .
37. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:		No application is made during the Financial Year 2024-2025 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 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 Companys 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 compliance	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.

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 Companys internal financial controls were adequate and effective during the financial year 2024-2025

40. OTHER DISCLOSURES:

i. DISCLOSURE UNDER SECTION 43(a)00 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(l)(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.

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 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 SEBl/HO/OIAE/OIAE_IAD-l/p/CIR/2023/l31 & SEBl/ 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.
2025:

Sr.	Name of the	Shareholding at the beginning of the year		Shareholding at the end of the year.
no	Directors	Shares	% of	Shares	% of
		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	Date	Time	Venue
	26th September, 2025	3:00 PM	AGM will be held through electronic mode [video conference or other audiovisual means("OAVM")]

b. Financial Calendar for the year 2024-2025	Financial year
	1st April, 2024 to 31st March, 2025 (both days inclusive)

c. Listing of Equity Shares on Stock Exchange and Stock	Listing on Stock Exchange: BSE SME,
Codes	Phiroze Jeejeebhoy Towers, Dalai 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
		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
		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 Agent (RTA)			REGISTRAR AND SHARE TRANSFER AGENT: Bigshare Services Private Limited Office No. S6-2, 6th Floor Pinnacle Business Park, Next to Ahura Centre Mahakali Caves Road, Andheri (East). Tel: 022-6263 8200. Website: https://www.bigshareonline.com/
h. Share transfer system:			The Board has the authority for approving transfer, transmission of the Companys securities. As per SEBI Notification No. SEBl/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBl/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

Sr No	Shareholding Of Nominal		Number Of Share holders	% To Total	Shares(g)	% 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			5010	100.0000	239734070	100.0000

j. 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 Companys 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.

Form No. MR-3

Secretarial Audit Report for the Financial Year Ended March 31, 2025

[Pursuant to section 204(l) of the Companies Act, 2013 and Rule No.

9 of the Companies (Appointment and Remuneration Personnel)

Rules, 2014]

To,

Veefin Solutions Limited

(Formerly known as Veefin Solutions Private Limited),

CIN: L72900MH2020PLC347893,

Global One, 2nd Floor, Office 1, Cts No 252 252 1, Opp Sbi, Lbs Marg,

Kurla(w), Maharashtra, India, 400070, India

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Veefin Solutions Limited (Formerly known as Veefin Solutions Private Limited), (hereinafter referred as "the company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our Opinion thereon.

Based on our verification of the Companys books, papers, minutes book, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and subject to letter annexed herewith, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minutes book, forms and returns filed and other records maintained by Veefin Solutions Limited (Formerly known as Veefin Solutions Private Limited) ("The Company") for the financial year ended on March 31, 2025 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under;

ii. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made there under;

iii. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and Bye-laws Framed there under;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings

v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India

Act, 1992 (SEBI Act): -

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

c. The Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2018;

d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

e. The Securities and Exchange Board of India (issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable during the review period)

f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with Client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable during the review period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable during the review period)

i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

vi. As informed and certified by the management, there are no laws that are specifically applicable to the

business activities carried on by the Company based on its section/industry.

We have also examined compliance with the applicable clauses of the following:

a. Secretarial Standards issued by The Institute of Company Secretaries of India.

b. The Listing Agreements entered into by the Company with the Stock Exchange read with the Securities

and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,

Guidelines, Standards, etc. mentioned above to the extent applicable:

We further report that the Board of Directors of the Company is duly constituted with proper balance of

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

All the Board/Committee decisions are taken unanimously.

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

We further report that during the audit period none of the following events has taken place:

i. Public/Right/Preferential issue of shares / debentures/sweat equity, etc.

ii. Redemption / buy-back of securities

iii. Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013

iv. Merger / amalgamation / reconstruction, etc.

v. Foreign technical collaborations

Annexure A

To,

Veefin Solutions Limited (Formerly known as Veefin Solutions Private Limited),

CIN: L72900MH2020PLC347893 Global One, 2nd Floor, Office 1,

Cts No 252 252 1, Opp Sbi, Lbs Marg, Kurla(w), Maharashtra,

India, 400070, India

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express as opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures

Part A Subsidiaries

1. Veefin Solutions Limited - Dhaka, Bangladesh

2. Veefin Solutions FZCO - Dubai, United Arab Emirates

3. FinFuze Software Private Limited

4. GlobeTF Solutions Private Limited

5. IDVee Digital Labs Private Limited

6. Infini Systems Limited (Formerly known as Infini Systems Private Limited)

7. Estorifi Solutions Limited (Formerly known as Estorifi Solutions Private Limited)

8. Veefin Capital Private Limited

9. Nityo Tech Private Limited

10. Chain Fintech Solutions Limited

11. EPIKInDiFi Software & Solutions Private Limited

12. Regime Tax Solutions Private Limited

I Particulars	Details	Details	Details	Details	Details
Name of the subsidiary	Veefin Solutions Limited - Dhaka, Bangladesh	Veefin Solutions FZ- CO-Dubai, United Arab Emirates	FinFuze Software Private Limited	GlobeTF Solutions Private Limited	IDVee Digital Labs Private Limited
The date since when subsidiary was acquired	16/11/2021	02/02/2021	03/12/2023	08/12/2023	11/12/2023
Reporting period for the subsidiary concerned, if different from the holding companys reporting period	01.7.2024- 30.06.2025	01.01.2024- 31.12.2025	01.04.2024- 31.03.2025	01.04.2024- 31.03.2025	01.04.2024- 31.03.2025
Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries	Bangladesh Taka (BDT) 1 BDT = 0.73 INR	United Arab Emirates Dirham (AED) 1 AED = 22.99 INR
Fixed capital	7.01	2.33	10.00	1.30	201.10
Current capital (Reserve & Surplus)	443.93	295.63	(4.19)	644.95	(3.34)
Total assets	471.88	330.37	7.61	1,058.29	281.14
Total Liabilities	20.93	32.42	1.80	412.03	83.38
Total Liabilities (with Net worth)	471.88	330.37	7.61	1,058.29	281.14
Investments	-	-	-	0.1	-
Turnover	273.85	326.18	-	48.11	77.16
Profit before taxation	228.90	262.47	(3.77)	(92.05)	(5.42)
Provision for taxation	-	-	(0.53)	(10.44)	(1.32)
Profit after taxation	228.90	262.47	(3.24)	(81.61)	(4.10)
Proposed Dividend	-	-	-	-	-
Extent of Contribution (in percentage)	99.99%	100%	73.50%	56.741 %	73.98%

I Details	Details	Details	Details	Details	Details	Details I
Infini Systems Limited	Estorifi Solutions Limited	Veefin Capital Pvt Ltd	Chain Fintech Solutions Ltd	EPIKInDiFi Software & Solutions Private Limited	Regime Tax Solutions Pvt Ltd	NityoTech Private Limited
12/08/2024	14/06/2024	08/08/2024	09/08/2020	14/02/2025	30/09/2024	27/09/2024
01.04.2024- 31.03.2025	01.04.2024- 31.03.2025	01.04.2024- 31.03.2025	01.7.2024- 30.06.2025	01.04.2024- 31.03.2025	01.04.2024- 31.03.2025	01.04.2024- 31.03.2025
			Bangladesh Taka (BDT)1 BDT = 0.73 INR
15.77	310.13	11.16	0.70	149.59	35.03	10.00
17,983.26	8,625.70	1,738.56	92.01	307.26	913.32	911.35
18,683.05	9,412.68	1,891.71	96.30	1,164.97	2,002.33	2,246.45
577.48	379.36	141.99	3.58	708.12	1,053.98	1,325.10
18,683.05	9,412.68	1,891.71	96.30	1,164.97	2,002.33	2,246.45
15,004.28	3,346.41	-	-	-	-	-
85.81	272.88	50.41	1.28	276.67	142.17	3250.54
(49.23)	(167.92)	3.28	(14.95)	276.14	(106.16)	550.75
9.16	(24.87)	(0.10)	-	85.45	(14.93)	93.00
(58.39)	(143.05)	3.38	(14.95)	190.69	(91.23)	457.75
-	-	-	-	-	-	-
32.18%	46.10%	45.71%	Infini Systems Limited holds 100% stake and Veefin via Infini Systems Limited holds 32.18% stake	Estorifi Solutions Limited holds 26% stake and Veefin via Estorifi Solutions Limited holds 11.99% stake	Estorifi Solutions Limited holds 26% stake and Veefin via Estorifi Solutions Limited 11.99% stake	Infini Systems Limited holds 100% stake and Veefin via Infini Systems Limited holds 32.18% stake

Form AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (l) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arms length basis: The Company does not have any contracts or arrangements or transactions which are not at arms length basis

2. Details of material contracts or arrangement or transactions at arms length basis

Sr. No.	Name of the related party and nature of relationship	Nature of contracts / arrangements / transactions	Duration of the contracts / arrangements / transactions		Salient terms of the contracts / arrangements / transactions including the value, if any		Date of approval by the Board, if any	Amount paid as advances, if any
1.	Templeton Solutions FZE Entity controlled by Mr. Raja Deb- nath, Managing Director of the Company	Sale of services	FY 2024-25		558.00		27.03.2024	NIL
2.	Veefin Employee Welfare Trust ESOP Trust	1) Loan Given 2) Loan Repaid 3) Outstanding Loan	FY 2024-25		1) 513.17 2) 389.97 3) 123.20		26.08.2024	NIL
3.	Veefin Capital Private Limited	1) Loan Given 2) Loan Repaid 3) Outstanding Loan 4) Interest Received 5) Sale of Services	FY 2024-25		1) 18.84 2) 0.28 3) 19.12 4) 0.55 5) 4.30		27.03.2024	NIL
4	Estorifi Solutions Limited	1) Loan Received 2) Loan Repaid 3) Outstanding Loan 4) Interest Paid 5) Sale of Fixed Assets 6) Sale of Services	FY 2024-25		1) 2,970.19 2) 1,236.57 3) 1,826.86 4) 55.21 5) 8.42 6) 93.27		27.03.2024	NIL
5	Infini Systems Limited	1) Loan Given 2) Loan Repaid 3) Outstanding Loan 4) Interest Received 5) Sale of Fixed Assets 6) Sale of Services	FY 2024-25		1) 451.35 2) 417.93 3) 40.56 4) 4.74 5) 10.15 6) 40.91		27.03.2024	NIL
6.	IDVee Digital Labs Pvt. Ltd.	1) Loan Repaid 2) Outstanding Loan 3) Interest Paid	FY 2024-25		1) 6.21 2) 147.90 3) 12.68		27.03.2024	NIL
Sr.	Name of the	Nature of contracts	Duration of	Salient terms of the		Date of ap-			Amount
No.	related party	/ arrangements /	the contracts /	contracts / arrange-		provalby the			paid as
	and nature of	transactions	arrangements /	ments / transactions		Board, if any			advanc-
	relationship		transactions	including the value, if any					es, if any
7.	GlobeTF Solu-	l) Loan Given	FY 2024-25	l) 144.69		27.03.2024			NIL
	tions Limited	2) Loan Repaid		2) 137.04
		3) Interest Received		3) 1.23
		4) Outstanding Loan		4) 9.81
		5) Purchase of ser-		5) 20.00
		vices		6) 22.72
		6) Sale of services 7) Sale of Fixed		7) 1.70
		Assets
8.	FinFuze Software	l) Loan Given	FY 2024-25	1) 0.03		27.03.2024			NIL
	Pvt. Ltd.	2) Interest Received		2) 0.10
		3) Outstanding Loan		3) 1.06
9.	Payal Maisheri Chief Financial Officer	Salary	FY 2024-25	30.00		27.03.2024			NIL

10.	Urja Thakkar Company Secretary & Compliance Officer	Salary	FY 2024-25	12.78		27.03.2024			NIL
11.	Gautam Udani	l) Loan Received	FY 2024-25	1) 382.64		27.03.2024			NIL
	Whole Time	2) Loan Repaid		2) 381.67
	Director	3) Outstanding Loan		3) 1.04
		4) Salary		4) 30.00
12.	Raja Debnath	l) Loan Received	FY 2024-25	1) 572.38		27.03.2024			NIL
	Managing Di	2) Loan Repaid		2) 605.16
	rector	3) Outstanding Loan		3) 0.08
		4) Salary		4) 19.73

Disclosure of

Managerial

Remuneration

[Pursuant to Section 197 of the Companies Act, 2013 and Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

Disclosure of Managerial Remuneration

A. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for FY 2024-2025 as well as the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary is as under:

Name of Director / Key Managerial Personnel	Ratio to median remuneration	% increase in remuneration over previous year
Non-Executive Director
Mr. Ajay Rajendran	NA	NA
Ms. Deepti Sharma	NA	NA
Mr. Anand Malpani	NA	NA
Mr. Bhavesh Shamji Chheda	NA	NA
Mr. Gourav Saraf	NA	NA
Mr. Afzal Mohammed Modak	NA	NA
Mr. -Matthew Simon Gamser	NA	NA
Executive Director
Mr. Gautam Udani	473%	-25%
Mr. Raja Debnath	311%	-50%
Key Managerial Personnel (KMP)
Ms. Urja Thakkar	201%	65%
Ms. Payal Maisheri	469%	5%

Note:

A. Remuneration includes sitting fees and commission for Non-Executive Directors.

B. Percentage increase in the median remuneration of employees in FY 2024-2025: 6%

C. Number of permanent employees on the rolls of the Company as on March 31, 2025: 252

D. Comparison of average percentile increase in salary of employees other than the managerial personnel and the percentile increase in the managerial remuneration:

Particulars	% Change in Remuneration
Average increase in salary of employees (other than managerial personnel)	7%
Average increase / decrease in remuneration of managerial personnel	-20%

E. Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is as per the Remuneration Policy of the Company. The Companys remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the Company endeavor to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

F. Details Pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and forming part of the directors report for the year ended 31st March, 2025.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection with the Company. In terms of the proviso to Section 136(l) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investors@veefin.com .

Certificate Of Non-Disqualification Of Directors

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

2015) FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2025)

To,

The Members of

Veefin Solutions Limited

(Formerly known as Veefin Solutions Private Limited),

CIN: L72900MH2020PLC347893 Global One, 2nd Floor, Office 1,CTS No 252 252 l,Opp SBI,

LBS Marg Kurla (w), Mumbai,

Maharashtra, India, 400070

We have examined the relevant Registers, records, forms returns and disclosures provided by the Directors (as enlisted in Table A) of Veefin Solutions Limited (Formerly known as Veefin Solutions Private Limited) having CIN: L72900MH2020PLC347893 and having registered office at Off No - Global One, 2nd Floor, Office 1, CTS No 252 252 l,Opp SBI, LBS Marg Kurla (w), Mumbai,Maharashtra, India,400070 (hereinafter referred to as "the Company"), for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors identification Number (DIN) status at the portal www.mca.gov.in ) as considered necessary and based on the disclosures of the Directors, we hereby certify that none of the Directors on the Board of the Company (as enlisted in Table A) have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority for the period ended as on March 31, 2025

SI. No	Name of the Director	DIN	Date of Appointment in Company
1	Raja Debnath	07658567	14/10/2020
2.	Gautam Vijay Udani	03081749	14/10/2020
3.	Ajay Babu Rajendran	03565312	17/12/2020
4.	Anand Nandkishore Malpani*	01729892	16/03/2023
5.	Deepti Sharma	10042713	16/03/2023
6.	Afzal Mohammed Modak	02920914	06/11/2023
7.	Gourav Saraf	08204851	26/08/2024
8.	Bhavesh Shamji Chheda	08216993	26/08/2024
9.	Matthew Simon Gamser	10726531	26/08/2024

*Mr. Anand Nandkishore Malpani has resigned from the Company with effect from 26th August, 2024.

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

Declaration regarding Compliance by Board Members and Senior Management Personnel with the Companys Code of Conduct

I, Raja Debnath, Managing Director of Veefin Solutions Limited (Formerly known as Veefin Solutions Private Limited) hereby declare that all the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct, as applicable to them, for the year ended 31st March, 2025.

Annual Report on Corporate Social Responsibility (CSR)

(Pursuant to the Companies (Corporate Social Responsibility) Rules, 2014)

1. Brief outline on CSR Policy of the Company - Veefin Solutions Limiteds CSR policy shows a clear commitment to going beyond profits by focusing on social, economic, and environmental development in its communities. It aligns with the legal requirements under the Companies Act, 2013, ensuring that CSR efforts are structured and accountable. The policy emphasizes integrating ethical and sustainable practices into the companys core operations rather than treating CSR as a separate activity. The focus on helping underprivileged communities and contributing to nation-building highlights the companys goal of making a meaningful and lasting social impact. Overall, the policy reflects Veefin Solutions dedication to balancing business success with social responsibility. This Policy is available on the Companys website - www.veefin.com

2. Composition of CSR Committee: As the amount required to be spent by the Company on CSR activities during the financial year does not exceed f50 lakh, the constitution of a CSR Committee is not applicable in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Rule 5(l) of the Companies (CSR Policy) Rules, 2014. The functions of the CSR Committee are accordingly being discharged by the Board of Directors.

3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company: www.veefin.com

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable:

The provision relating to Impact Assessment of CSR projects under sub-rule (3) of Rule 8 of the Companies (CSR Policy) Rules, 2014 is not applicable to the Company, as the criteria prescribed therein are not met.

5. a. Average net profit of the company as per sub-section (5) of section 135 - Rs 44,334,097

b. Two percent of average net profit of the company as per sub-section (5) of section 135. - Rs 8,86,682

c. Surplus arising out of the CSR Projects or programmes or activities of the previous financial years. - Not Applicable

d. Amount required to be set-off for the financial year, if any. - Not Applicable

e. Total CSR obligation for the financial year [(b) + (c)-(d)]. - Rs 8,86,682

6. a. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project. - Rs 9,50,000

b. Amount spent in Administrative Overheads. - Nil

c. Amount spent on Impact Assessment, if applicable. - Not Applicable

d. Total amount spent for the Financial Year [(a) + (b) + (c)]. - Rs 9,50,000

e. CSR amount spent or unspent for the Financial Year: - Rs 9,50,000

Amount Unspent
Total Amount Spent for the Financial Year	Total Amount transferred to Unspent CSR Account as per Section 135(6)	Amount transferred to any fund specified under Schedule VII as per second provision to Section 135f5^
	Amount Date of transfer	Amount Date of transfer
Rs 9,50,000	Rs - 0 Not Applicable	Rs - 0 Not Applicable

f. Excess amount for set off, if any

SI. No.	Particulars	Amount (in Rs.)
0)	Two percent of average net profit of the company as per section 135(5)	Rs 8,86,682
00	Total amount spent for the Financial Year	Rs 9,50,000
(iii)	Excess amount spent for the financial year [(ii)-(i)]	Rs 63,318
(iv)	Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Rs 0
(v)	Amount available for set off in succeeding financial years[(iii)-(iv)]	Rs 63,318

7. Details of CSR amount spent/ unspent for the preceding three financial years: Not Applicable

SI. No.	Preceding Financial Year	Amount transferred to Unspent CSR Account under section 135 (6)	Balance Amount in unspent CSR Balance Amount in unspent CSR Account under Sub-section (6) of Section 135 (in Rs.)	Amount Spent in the Financial Year(in Rs)	Amount transferred to any Fund specified under Schedule VII as per Section 135(6) if any Amount (in Rs.)	Amount remaining to be spent in succeeding financial years Date of Transfer	Deficiency, if any
1.	FY-2023 -24	-	-	-	-	-	-
2.	FY-2022 -23	-	-	-	-	-	-
3.	FY-2021 -22	-	-	-	-	-	-

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No

9. Specify the reason(s) if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable

Veefin Solutions Ltd Directors Report

Veefin Solutions Ltd Share Price directors Report

ATTENTION INVESTORS

RISK DISCLOSURE ON DERIVATIVES

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.
	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: