Your Directors have pleasure in presenting the 38^th Director's Report of your
Company together with the Audited Financial Statements (Standalone and
Consolidated) along with Auditors' Report for the Financial Year ended 31^st
March, 2025.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S
AFFAIRS

(a) Financial Highlights

(i) Highlights of the Company's Performance
(Standalone) for the year ended 31^st March,
2025 are as under:

During the year under review, your Company
recorded Total Standalone Turnover of
Rs.3,40,95,936/- (previous year Rs. 3,15,41,871/¬
). The Company recorded a Net Profit of Rs.
25,98,978/- during the Financial Year ended 31^st
March, 2025 as compared to Net Profit of Rs.
23,66,374/- in the previous year.

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

(ii) Highlights of the Company's Performance
(Consolidated) for the year ended 31^st March,
2025 are as under:

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

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

(b) Capital Structure

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

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

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

(d) Transfer to Statutory Reserves

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

(e) Dividend

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

(f) Loans

The Company has taken unsecured loans from one of its

directors for Rs. 3.67 Lakh in the Financial Year 2024-25 in
its ordinary course of business.

(g) Material Changes and Commitments, if any, affecting

the financial position of the company which have
occurred between the end of the financial year of the
company to which the financial statements relate and
the date of the report

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

2. PUBLIC DEPOSITS

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

3. CHANGE IN THE NATURE OF THE BUSINESS

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

4. FUTURE OUTLOOK

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

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

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) CHANGES IN BOARD OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL

CHANGES IN BOARD OF DIRECTORS

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

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

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

Earlier, the Company was planning to schedule
the General Meeting for the preferential issue of
equity shares. However, due to some reason the
said proposal could not be taken further and the

time limit to regularize Mr. Shubham Arora as
Independent Director of the Company within 3
months of the date of his appointment as
Additional director of the Company at the Board
meeting of the Company held on Friday, 23^rd
February, 2024 got lapsed.

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

• Mr. Pranay Kumar Tayal (DIN: 10649067) was
appointed as an Additional Director categorized as
Non-Executive Independent Director of the
Company w.e.f. 30^th May, 2024 on
recommendations received from the Nomination
and Remuneration Committee.Further, Mr.
Pranay Kumar Tayal could not be regularized as
Independent Director of the Company within 3
months of the date of his appointment as
Additional director of the Company at the Board
meeting of the Company held on Thursday, 30^th
May, 2024 due to the reason of unavailability of his
Certificate of passing ID Proficiency test within the
prescribed time limit and therefore, it was decided
by the management to take up his regularization at
the ensuing General meeting of the Company.

Accordingly, the appointment Mr. Pranay Kumar
Tayal was regularized by the shareholders in their
Annual General Meeting held on Friday, 27^th
September, 2024.

• The designation of Mrs. Binal Jenish Shah was
changed from Whole-Time Director to Non¬
Executive Non-Independent Director of the
Company w.e.f. 10^th August 2024 at the meeting of
the Board held on 10^th August 2024 upto the date of
conclusion of General Meeting of the Company
and subsequently shareholders had approved the
change in designation at the 37^th Annual General
Meeting of the Company held on Friday, 27^th
September, 2024.

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

• Mrs. Binal Jenish Shah (DIN: 09371388) resigned
from the post of Non-Executive Independent
Director w.e.f. closure of business hours on 11^th
November, 2024. Further, she has also confirmed
in his resignation letter that there were no other
material reasons for her resignation other than
those mentioned in her resignation letter.

• Mrs. Ishita Jindal (DIN: 10907315) was appointed
as an Additional Director categorized as Non¬
Executive Independent Director of the Company
w.e.f. 15^th January, 2025 on recommendations
received from the Nomination and Remuneration
Committee.

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

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

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

• Mr. Ajay Kumar Tayal (DIN: 02884256) was
appointed as an Additional Director categorized as

Whole-Time Director (Executive) of the Company
w.e.f. 29^th May, 2025 on recommendations
received from the Nomination and Remuneration
Committee, pursuant to prior approval received
from the Reserve Bank of India and subject to the
approval of the members in the ensuing General
Meeting of the Company.

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

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

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

CHANGES IN KEY MANAGERIAL PERSONNEL

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

(B) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the
Act and the Articles of Association of the Company , every
year 1/3^rd of the Directors are required to retire by rotation
at the AGM of the Company.

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

(C) MEETING OF INDEPENDENT DIRECTORS

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

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

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

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

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

(E) FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

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

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

https://vanicommercials.com/wp-

content/uploads/2019/06/FRAMEWOK-FOR-

FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-

DIRECTORS.pdf

(F) KEY MANAGERIAL PERSONNEL OF THE COMPANY

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

(G) ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT
OF DIRECTORS

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

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

(H) REMUNERATION POLICY

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

(I) BOARD EVALUATION

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

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

6. NUMBER OF BOARD MEETINGS

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

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

7. BOARD COMMITTEES AND MEETINGS

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

CHANGES IN AUDIT COMMITTEE DURING THE FINANCIAL
YEAR:

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

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

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

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

During the year ended 31^st March, 2025, 6 (Six) meetings of the
Committee were held on 28^th May, 2024¹, 30^th May, 2024, 10^th
August, 2024, 30^th August, 2024, 11^th November, 2024 and 12^th
February, 2025.

CHANGES IN NOMINATION AND REMUNERATION
COMMITTEE DURING THE FINANCIAL YEAR:

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

THE DETAILS OF THE NOMINATION AND REMUNERATION
COMMITTEE MEETING HELD DURING THE YEAR ARE AS
FOLLOWS:

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

CHANGES IN STAKEHOLDERS RELATIONSHIP COMMITTEE
DURING THE FINANCIAL YEAR:

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

THE DETAILS OF THE STAKEHOLDERS RELATIONSHIP
COMMITTEE MEETING HELD DURING THE YEAR ARE AS
FOLLOWS:

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

DETAILS OF BOARD MEETINGS HELD DURING THE FY 2024¬
25

DETAILS OF COMMITTEE MEETINGS HELD DURING THE FY 2024-25

8. DIRECTORS' RESPONSIBILITY STATEMENT

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

to the best of their knowledge and ability confirm that: -

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

ii) they have selected such accounting policies and applied
them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company at the end of
the financial year and of the profit and loss of the Company
for that period;

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

iv) they have prepared the Annual Accounts on a going
concern basis;

v) they have laid down internal financial controls to be
followed by the Company and such internal financial
controls are adequate and were operating effectively;

vi) proper systems have been devised to ensure compliance
with the provisions of all applicable laws and such systems
are adequate and operating effectively.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

SILVERLINK FINTECH PRIVATE LIMITED ceased to be the
subsidiary of the Company w.e.f. 12^th February, 2025. Further, there
was no associate or joint venture Company(s) during the reporting
period. Hence, 'Form AOC-1' is applicable for the financial year
ended 31^st March, 2025. The salient feature of the financials of the
subsidiary Company are attached herewith and marked as
ANNEXURE-II.

10. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at BSE
Limited and listing fee for the financial year 2025-26 has been duly
paid.

11. DEMATERIALIZATION OF SHARES

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

12. DETAILS OF INVESTOR'S GRIEVANCES/ COMPLAINTS

No Investor complaints were received and resolved during the year.
The pending complaints of the Shareholders/Investors registered

with SEBI at the end of the current financial year ended on 31^st
March, 2025 are NIL.

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

13. REPORT ON CORPORATE GOVERNANCE

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

14. CORPORATE SOCIAL RESPONSIBILITY

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

15. PARTICULARS OF EMPLOYEES AND RELATED

DISCLOSURES

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

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

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

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

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

The designation of Mrs. Binal Jenish Shah was changed
from Executive Director to Non-Executive Non-Indepdent
Director of the Company w.e.f. 10^th August, 2024 and was
approved by the members at the 37^th Annual General
meeting of the Company held on 27^th September, 2024.

Percentage increase in remuneration of each Director,
Chief Financial Officer, Chief Executive Director and
Company Secretary or Manager in the financial year
2024-25:

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

Number of permanent employees on roll of the Company as on
31^st March, 2025: 14 (Fourteen)

Average percentile increase already made in the salaries of
employees other than the Managerial Personnel in the last
financial year and its comparison with the percentile increase
in the managerial remuneration and justification thereof:

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

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

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

The provisions of maintenance of cost records as specified under
sub-Section (1) of Section 148 of the Companies Act, 2013 is not

applicable to the Company and accordingly accounts and records
are not maintained as per the provisions of this Section.

17. RISK MANAGEMENT

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

In line with the regulatory requirements applicable to Non-Banking
Financial Companies (NBFCs) under the RBI's Scale-Based
Regulation (SBR) framework, the Company has constituted a Risk
Management Committee (RMC) on 2^nd September 2024.

Presently, Risk Management Committee comprises the following
members:

18 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

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

19. CLASSES OF SHARES

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

20. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

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

21. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS

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

22. RELATED PARTY TRANSACTIONS

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

The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board is
available on the website of the Company at weblink:
https://vanicommercials.com/wp-
content/uploads/2023/02/VANI RPT-POLICY 2024.pdf

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

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

24. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

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

25. STATUTORY AUDITORS AND AUDIT REPORT

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

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

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

27. CONSERVATION OF ENERGY

Steps taken on conservation of energy and impact thereof:

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

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

Capital investment on energy conservation equipment: NIL

28. TECHNOLOGY ABSORPTION:

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

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

(III) Expenditure incurred on research and development - NIL

29. FOREIGN EXCHANGE EARNINGS AND OUTGO

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

30. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

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

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

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors states that the Company has complied with
the provisions of the applicable Secretarial standards issued by the

Institute of Company Secretaries of India, as amended from time
to time.

32. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31^st
March,2024 is available on the website of the Company which
can be accessed by clicking on:

https://vanicommercials.com/https-www-vanicommercials-com-
page id11/

33. ESTABLISHMENT OF VIGIL MECHANISM

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

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

34. PREVENTION OF INSIDER TRADING

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

All Board of Directors and the designated employees have
confirmed compliance with the code.

35. CODE OF CONDUCT

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

36. MANAGING DIRECTOR AND CFO CERTIFICATION:

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

37. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordial

relationship with employees at all level.

38. FRAUD REPORTED UNDER SECTION 143 OF THE

COMPANIES ACT, 2013

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

39. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review:-

a. Issue of equity shares and differential rights as to dividend,
voting or otherwise.

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

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

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

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

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

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

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

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

42. COMPLIANCE UNDER RBI MASTER DIRECTIONS

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

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM THE
BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE
REASONSTHEREOF

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

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

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

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

45. GENDER WISE COMPOSITION OF EMPLOYEES

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

Male Employees: 13 (Thirteen)

Female Employees: 1 (One)

Transgender Employees: None

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

46. ACKNOWLEDGEMENT

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

For and on behalf of Board of Directors
For Vani Commercials Limited

Sd/- Sd/-

Vishal Abrol Pranay Kumar Tayal

_th Managing Director Director

Date: 12^th August, 2025

„ DIN:06938389 DIN: 10649067

Place: New Delhi

Vani Commercials Limited

Regd. Off.: 201, 2nd floor, BMC House,

N Block, Near Maruti Suzuki Arena,

Connaught Place, Delhi -110001

CIN: L74899DL1988PLC106425

Email ID: info@vanicommercials.com

1

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