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

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

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

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

(Amount in lakhs except EPS)

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

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

Schemes    schemes:

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

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

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

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

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

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

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

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

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

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

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

2023.

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

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

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

Administration    the creation of an irrevocable trust named 'Veefin Employee

Welfare Trust'.

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

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

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

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

Chairman and

1    Mr.    Raja Debnath    07658567

Managing Director
Whole time Director &

2    Mr.    Gautam Vijay Udani    03081749

Chief Operating Officer

3    Mr. Ajay Rajendran    03565312 Non-Executive Director

Non-Executive

4    Ms. Deepti Sharma    10042713

^r    Independent Director

Mr. Afzal Mohammed

5    02920914    Non-Executive    Director

Modak

Non-Executive

6    Mr. Gourav Saraf*    08204851

Independent Director

Mr. Bhavesh    Shamji    Non-Executive

7    08216993

Chheda*    Independent Director

Mr. Matthew Simon

8    10726531    Non-Executive    Director

Gamser**

Non-Executive

9    Mr.    Anand Malpani#    01729892

^r    Independent Director

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

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

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

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

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

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

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

by rotation.

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

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

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

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

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

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

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

14. INDEPENDENT DIRECTORS

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

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

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

Directors    from all the Independent Directors confirming that:

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

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

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

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

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

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

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

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

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

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

for Independent Directors:    Personnel conduct programs / presentations periodically to

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

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

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

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

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

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

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

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

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

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

i Audit Committee:

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

Composition of the Committee
(as on date):

•    Mr. Gourav Saraf -
Chairman,

Non-Executive
Independent Director

•    Ms. Deepti Sharma -
Member,

Non - Executive
Independent Director

•    Mr. Raja Debnath -
Member,

Managing Director

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

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

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

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

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

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

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

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

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

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

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

f.    Disclosure of any related
party transactions; and

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

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

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

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

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

9.    Scrutiny of inter-corporate
loans and investments;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ii. Nomination & Remunation
Committee

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

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

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

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

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

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

The terms of reference of the

Committee inter alia, include

the following

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

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

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

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

c.    consider the time commit¬
ments of the candidates

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

4.    Devising a policy on Board
diversity;

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

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

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

iii. Stakeholders' Relationship
Committee

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

Composition of the Committee
(as on date):

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

•    Mr. Raja Debnath - Member
(Managing Director)

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

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

The terms of reference of the

Committee are:

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

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

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

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

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

Status of Investor Complaints
(as on date):

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

•    Number of complaints re¬
solved: Not applicable

•    Number of complaints
pending as on date: Nil

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

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

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

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

Composition of the Committee:

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

•    Ms. Payal Maisheri - Chairperson

•    Mr. Gautam Udani - Member

•    Ms. Urja Thakkar - Member

•    Ms. Pritha Dubey - External Member

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

R_emunerati_on P_oli_cy    of Directors, Key Managerial Personnel and Senior Management

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

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

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

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

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

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

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

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

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

to ensure longevity of such documents.

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

Materiality of Events    taking place in the Company.

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

SMP    Management Personnel lays down the principles for ethical

governance and responsible leadership.

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

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

_Director    responsibilities and powers.

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

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

_Creditors    transparency and consistency in disclosures as required under

applicable regulatory frameworks.

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

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

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

Procedures for UPSI    Unpublished Price Sensitive Information without advantage to any

particular person(s).

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

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

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

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

Responsibility Policy    Corporate Social Responsibility activities, focusing on sustainable

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

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

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

21. AUDITORS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Company.

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

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

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

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

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

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

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

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

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

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

26. DETAILS OF SUBSIDIARY/

JOINT VENTURES/ASSOCIATE

COMPANIES:

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

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

i.    Veefin Solutions Limited -
Dhaka, Bangladesh

ii.    Veefin Solutions FZCO -
Dubai, United Arab Emirates

iii.    FinFuze Software Private
Limited

iv.    GlobeTF Solutions Private
Limited

v.    IDVee Digital Labs Private
Limited

vi.    Estorifi Solutions Limited¹

vii.    Veefin Capital Private
Limited²

viii.    Infini Systems Limited³

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

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

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

• Step - down Subsidiaries

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

i.    Chain Fintech Solutions
Limited

ii.    Nityo Tech Private Limited¹

iii.    Regime Tax Solutions
Private Limited²

iv.    Epikindifi Software &
Solutions Private Limited³

v.    White Rivers Media Solutions
Private Limited⁴

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

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

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

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

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

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

• Joint Ventures:

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

iv.    Foreign Exchange earnings and outgo:

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

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

GUARANTEES:    notes to the Financial Statements

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

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

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

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

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

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

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

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

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

Company's operations in future.

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

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

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

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

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

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

known as Infini Systems Private Limited)

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

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

•    Infini Systems Limited

•    Estorifi Solutions Limited

•    Epikindifi Software & Solutions Private Limited

•    Nityo Tech Private Limited

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

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

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

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

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

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

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

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

Details of Complaints Handled During the Financial Year:

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

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

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

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

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

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

AND REMUNERATION OF
MANAGERIAL PERSONNEL)

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

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

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

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

39. DIRECTORS'

RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

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

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

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

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

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

vi.    COMPLIANCE WITH
CORPORATE ACTIONS DURING
THE YEAR:

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

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

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

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

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

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

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

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

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

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

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

DIRECTORS AS ON MARCH 31,    the Company.

25:

44. OTHER
INFORMATION:

a.    5th Annual General
Meeting

b.    Financial Calendar for the
year 2024-2025

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

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

Meeting:    shareholders was held.

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

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

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

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

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

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

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

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

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

Agent (RTA)

Bigshare Services Private Limited

Office No. S6-2, 6th Floor Pinnacle Business Park, Next to Ahura Centre
Mahakali Caves Road, Andheri (East). Tel: 022-6263 8200.

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

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

the Company's securities.

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

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

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

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

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

Regulations

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

Governance.

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

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

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

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

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

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

By Order of the Board of Directors

FOR VEEFIN SOLUTIONS LIMITED
FORMERLY KNOWN AS VEEFIN
SOLUTIONS PRIVATE LIMITED

Raja Debnath    Gautam Udani

Managing Director    Whole Time Director

DIN: 07658567    DIN: 03081749

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

Date: September 01, 2025
Place: Mumbai