xii. Provisions and A provision is recognized if, as a result of a past event, the Company
contingent liabilities has a present legal obligation that is reasonably estimable, and it
is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are not discounted to their present
value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or nonoccurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the standalone financial statements.
xiii. Other expenses Other expenses are recognised in the Statement of Profit and Loss
when the related goods or services are received or the liability is incurred. These include administrative expenses, legal & professional fees, rent, repair maintenance and other operating expenses that are not directly attributable to financing or investment activities. Expenses are recorded on an accrual basis unless otherwise stated.
xiv. Cash & cash Cash and cash equivalents in balance sheet comprise of cash on
equivalents hand, cash at banks and short term deposits with an original maturity
of twelve months or less which are subject to insignificant risk of changes in value. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.
Fixed Deposits with original maturity exceeding Twelve months are classified as non-current investments.
For the purpose of Cash Flow Statement, cash and cash equivalents consists of cash and bank balances reported under Current Assets.
xv. Other assets & Other Other assets include non-financial and financial assets such as
Notes:
i. During the current year, The Company converted 4,20,000 convertible share warrants into equity shares on August 7, 2025, pursuant to the exercise of the conversion option by the promoters in accordance with the terms of issue approved by the shareholders at the Extraordinary General Meeting held on February 22, 2024. Each share warrant was convertible into one fully paid-up equity share of face value Rs. 10 at a conversion price of Rs. 267.50 per share, determined in accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Out of the total issue price, 25% was received at the time of allotment of warrants and the balance 75% was received upon conversion. Accordingly, the warrant application money earlier shown under "Other Equity - Money received against share warrants" has been appropriately transferred to Equity Share Capital and Securities Premium upon conversion.
ii. During the current year, The Company issued and allotted 11,46,010 equity shares at an issue price of Rs. 391 per share (including a premium of Rs. 381 per share), pursuant to the approval of the Board of Directors as follows:
The allotment was made in the following tranches:
Tranche 1: 5,31,279 equity shares were allotted at the Board Meeting held on December 15, 2025.
Tranche 2: 6,14,731 equity shares were allotted at the Board Meeting held on December 24, 2025.
The equity shares allotted under both tranches rank pari passu in all respects, including dividend and voting rights, with the existing equity shares of The Company.
Liabilities prepaid expense, security deposits, advances, input tax credit, TDS
receivable etc. These are recorded at cost or carrying value based on the nature of transaction.
Other liabilities include non-financial and financial liabilities such as employee payable, other payables, statutory liabilities, advances received etc. These are recorded at there settlement value and are accrued when the obligation arises.
xvi. Segment reporting The Company is primarily engaged in providing innovative Digital
Lending and Supply Chain Finance (SCF) technology product solutions to a wide range of clients. Accordingly, the Company operates in only one business segment and therefore, Accounting Standard 17 - "Segment Reporting" issued by the Institute of Chartered Accountants of India is not applicable to the company.
(b) Terms/rights attached to equity shares
The Company has only one class of equity shares having par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.
I n the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(e) Shares held by promoter as at 31 March 2026 and 31 March 2025:
During F.Y. 2022-23, the company issued 1,83,22,200 Equity Shares having a face value W 10 per share as bonus shares to the shareholders of existing fully paid Equity Shares of the Company in the proportion of 1,170 new shares for every 1 Equity Share, out of Securities Premium Account for capitalization of profits aggregating to W 1,832.22 (in lakhs)
Notes:
During the current year, The Company issued 11,12,820 Convertible warrants on a preferential basis aggregating upto Rs. 4,351.13 Lakhs to the Promoters & Others in accordance with the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018. Each share warrant entitles the holder to subscribe to one fully paid-up equity share of face value Rs. 10 each of The Company at an issue price of Rs. 391 per share (including premium of Rs. 381 per share). The issue price has been determined in accordance with the pricing provisions prescribed under Regulation 164 of SEBI (ICDR) Regulations, 2018.
The Company's contribution to provident fund In accordance with the Employee's Provident Fund and Miscellaneous Provisions Act, 1952, Employee State Insurance Scheme (ESI) under Employees' State Insurance Act, 1948 and Labour welfare fund (LWF) are considered as defined contribution plans and are charged as an expense in the Statement of Profit and Loss as they fall due based on the amount of contribution required to be made. The Company has no further obligations under these plans beyond its periodic contributions.
Defined Benefit Plan
The Company has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees. Under the gratuity plan, every employee who has completed atleast five years of service is eligible. The plan provides for a lump-sum payment to eligible employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 days salary payable for each completed year of service. The Company does not make any contributions to gratuity funds and the plan is unfunded. The Company accounts for the liability for gratuity benefits payable in the future based on an actuarial valuation.
The company provides share-based payment schemes to its employees. During the year ended 31 March 2026, an employee stock option plan (ESOP) was in existence. The relevant details of the scheme and the grant are as below.
The board of directors approved the 'Veefin Solutions Private Limited - Employee Stock Option Plan, 2022' and 'Employee Stock Option Plan, 2023', for issue of stock options to the key employees and directors of the company. According to the Scheme , option has been granted to eligible employees which are to be vested from time to time. The Company has established share options plans that entitle employees of the company and its subsidiary companies to purchase the shares of the company. Under these plans, holders of the vested options are entitled to purchase shares at the exercise price of the shares determined at the respective date of grant of options.
The key terms and conditions related to vesting of grants under these plans are continued employment with the company and in some cases non market performance condition to be satisfied from date of grant of options till the date of vesting; all options are to be settled by delivery of shares.
Measurement of fair values
Accounting is done as per Fair Value Method. Fair value disclosures are given as required under Guidance Note on Accounting for Share Based Payments. The fair value of the employee share options has been measured using Black-Scholes Option pricing model. The details of the nature and characteristics of ESOPs granted during the year are as follows:
Note 32: Additional Regulatory Information
i. Details of Benami Property held
The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
ii. Wilful Defaulter
The company has not been declared as a wilful Defaulter by any Financial Institution or bank as at the date of Balance Sheet.
iii. Whistleblower Policy
The company has a whistleblower policy in place and no complaints were received during the year when performing our audit.
iv. Relationship with Struck off Companies
The Company do not have any transactions with companies struck off.
v. Registration of charges or satisfaction with Registrar of Companies (ROC)
The company has no pending charges or satisfaction which are yet to be registered with the ROC beyond the Statutory period.
vi. Compliance with number of layers of companies
The company has complied with the provision of the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017. Details of the Subsidiaries as follows:
ix. Utilisation of Borrowed funds and share premium:
A. The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries).
B. the company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party).
The company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (intermediaries) with the understanding that the intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries); or
b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries;
The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or;
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
x. Undisclosed income
The Company has no transaction that is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
xi. Details of Crypto Currency or Virtual Currency
The company has not traded or invested in Crypto currency or Virtual Currency.
xii. Title deeds of Immovable Property not held in the name of the Company
The Company does not have any immovable property whose title deed is not held in name of the Company
xiii. Revaluation of Property, Plant and Equipment
The Company has not revalued any Property, Plant and Equipment during the year
xiv. Approval of Financial Statements
The Standalone financial statements were approved for issue by the Board of Directors on May 13, 2026.
xv. The figures for the corresponding previous years have been regrouped / reclassified wherever necessary, to make them comparable.
vii. Compliance with approved Scheme(s) of Arrangements
There are no Schemes of Arrangements has been approved by the Competent Authority in terms of sections 230 to 237 of the Companies Act, 2013.
viii. Discrepancy in utilization of borrowings
The company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the Balance Sheet date. There are no discrepancy in utilisation of borrowings.
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