Veefin Solutions Ltd

To,

The Members,

Veefin Solutions Limited

(Formerly known as Veefin Solutions Private Limited)

Your Directors take pleasure in presenting their 4^th Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended March 31, 2024 (period under review).

1. FINANCIAL SUMMARY/PERFORMANCE OF THE COMPANY:

The summary of standalone and consolidated financial highlights for the financial year ended March 31, 2024 and the previous financial year ended March 31, 2023 is given below:

FINANCIAL PERFORMANCE:

The Company's performance during the year ended March 31, 2024 as compared to the previous financial year, is summarized below:

STANDALONE FINANCIAL STATEMENTS

The Total Revenue of the Company stood at H 2,078.21

Lakhs for the year ended March 31, 2024 as against H 1,344.23 Lakhs in the previous year. The Company has a Net Profit of H 563.85 Lakhs for the year ended March 31, 2024 as compared to the Net Profit of H 378.55 Lakhs in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS:

The Total Revenue of the Company stood at H 2,499.42

Lakhs for the year ended March 31, 2024 as against H 1,448.18 Lakhs in the previous year. The Company has a Net Profit of H 739.35 Lakhs for the year ended March 31, 2024 as compared to the Net Profit of H 427.68 Lakhs in the previous year.

2. DIVIDEND:

The Company is in a growing stage and keeping in view of required funds to support its future growth, your Directors do not recommend any dividend for the financial year ended March 31, 2024 with a view to conserve the resources for future.

3. CHANGES IN NATURE OF BUSINESS

There was no change in nature of Business during the year.

4. Significant Events during the financial year:

CONVERSION OF THE COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED:

In the Financial Year (FY) 2023-2024 under review, following the receipt of a Fresh Certificate of Incorporation consequent upon Conversion from a Private Company to a Public Company from the Registrar of Companies in Mumbai, the status of our company was officially converted from a "Private Limited Company" to a "Public Limited Company" effective from May 15, 2023.

This conversion represents a strategic move aimed at expanding our company's activities and driving towards greater efficiency. By transitioning to a public limited company, we are positioning ourselves to leverage new opportunities and enhance our growth potential.

We believe that this change will benefit our shareholders by providing increased liquidity, improved transparency, and broader access to capital market.

DETAILS OF INITIAL PUBLIC OFFER:

On June 16, 2023, the Company successfully issued its securities through an Initial Public Offering (IPO), as outlined in the Prospectus dated June 16, 2023. Following this, on July 5, 2023, the Company's Securities were listed on the BSE SME Platform.

During the IPO, the Company offered 56,99,200 Equity Shares at the Offer Price of H 82 each with the issue being oversubscribed on an overall basis. Specifically, the Initial Public Offer was subscribed 2.46 times, showcasing the confidence and interest of investors in our Company's prospects.

In detail, the public issue received subscriptions of 1.65 times in the retail category and 3.26 times in the NII (Non-Institutional Investor) category. This remarkable response underscores the market's confidence in our company's growth trajectory and potential.

LISTING OF SHARES ON STOCK EXCHANGE:

The Equity Shares of the Company got listed on the SME platform of BSE Limited with effect from July 05, 2023.

4,20,000 Convertible Warrants:

During the FY 2023-2024, subsequent to the approval of the shareholders at their meeting held on February 22, 2024, the Board of Directors of the Company at their meeting held on March 13, 2024 have considered and approved the allotment of 4,20,000 (Four Lakh Twenty Thousand) warrants of H 267.50 (Rupees Two Hundred and Sixty-Seven and

Fifty Paise only) ("Warrant Issue Price") each, payable in cash (including the warrant subscription price and the warrant exercise price), ("Warrants Issue Price"), aggregating upto H 11,23,50,000 (Rupees Eleven Crore Twenty-Three Lakhs Fifty Thousand Only) ("Total Warrants Issue Size"). Accordingly, the Company is in receipt of an amount aggregating to

H 2,80,87,500/- (Rupees Two Crore Eighty Lakh Eighty-Seven Thousand Five Hundred Only) at the rate of H 66.87 (Rupees Sixty Six and Eighty Seven Paise only) per warrant, being 25% of the issue price per warrant as upfront payment ("Warrant Subscription Price") from the specified Promoters shareholders. Each of the Warrant, so allotted, is convertible into or exchangeable for one fully paid-up equity share of face value of H 10/- (Rupee Ten only) of the Company in accordance with the provisions of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, on payment of the balance consideration of H 200.63/- (Rupees Two Hundred and Sixty Three Paise Only) per warrant (being 75% of the issue price per warrant) from the Allottees at the time of allotment of equity shares pursuant to exercise of conversion option against each such warrant.

13,85,600 Equity Shares:

During the FY 2023-2024, shareholders at their meeting held on February 22, 2024 considered and approved issuance of 14,32,000 (Fourteen Lakhs Thirty- Two Thousand) fully paid-up Equity shares, having Face Value of Re. 10/- (Rupee Ten Only) each at a price of H 267.50/- (Rupees Two Hundred

Sixty-Seven and Fifty Paise only) per Equity Share (including a premium of H 257.50/- (Rupees Two Hundred Fifty-Seven and Fifty Paise Only) per share. However, several allottees were disqualified by the stock exchange from participating in the preferential offer because they had engaged in trading within the 90 trading days prior to the relevant date.

Subsequently, the Board of Directors of the Company at their meeting held on March 13, 2024 have considered and approved the allotment of 13,85,600 (Thirteen Lakhs Eighty- Five Thousand Six Hundred) fully paid-up Equity shares, having Face Value of H 10/- (Rupee Ten Only) each at a price of H 267.50/-

(Rupees Two Hundred Sixty-Seven and Fifty Paise only) per Equity Share (including a premium of H 257.50/- (Rupees Two Hundred Fifty-Seven and Fifty Paise Only) per share to Non-Promoter Investors, on Preferential basis. Accordingly, the Company is in receipt of an amount aggregating to H 37,06,48,000/- (Rupees Thirty-Seven Crore Six Lakh Forty-Eight Thousand Only) ("Preferential Allotment Price") from the specified non-promoter shareholders.

The funds raised through the preferential issue will be utilized for the expenditure on global sales & marketing and development of new products.

INCORPORATION OF SUBSIDIARY COMPANIES:

The company has recently expanded its business operations by incorporating three new subsidiaries, each based in Mumbai, Maharashtra. Each of these subsidiaries will contribute to expanding the company's reach and capabilities in the software, technology, and digital domains. Here's an overview of these subsidiaries:

5. Transfer of unclaimed dividend to Investor Education and protection fund:

The provisions of Section 125(2) of Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

6. Change in the Memorandum of Association of the Company:

The Company has altered its Memorandum of Association considering the conversion of Company from Private Limited to Public Limited and thus changed the name clause of the Company from Veefin Solutions Private Limited to Veefin Solutions Limited vide a Special resolution passed at the Extra Ordinary General Meeting of Members of the Company held on May 05, 2023.

7. Statement of Deviation and Variation under Regulation 32 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

PREFERENTIAL ALLOTMENT:

The funds raised pursuant to preferential allotment has been utilized for the purpose for which it is raised as mentioned in the Prospectus.

Objects for which funds have been raised and where there has been a deviation, in the following table: (As on 31.03.2024)

UTILIZATION OF IPO PROCEEDS:

There is no deviation in the objects for utilisation of funds. The funds were utilised for the Objects of Offer as per our Prospectus

Objects for which funds have been raised and where there has been a deviation, in the following table: : (As on 31.03.2024)

8. SHARE CAPITAL

Authorised Capital

The Authorised Share Capital of the Company as on March 31, 2024 is H 25,00,00,000/- (Rupees Twenty Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity shares of H 10/- (Rupees Ten only) each.

Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and Paid up Capital of the Company as at March 31, 2024 is H 22,57,30,600 (Rupees Twenty Two

Crores Fifty Seven Lakhs Thirty Thousand Six Hundred Only) divided into 2,25,73,060 (Two Crores Twenty Five Lakhs Seventy Three Thousand Sixty) Equity Shares having face value of H 10/- (Rupees Ten Only) each.

The changes in the Issued, Subscribed and Paid up Capital are as detailed below:

Dematerialization of shares:

The equity shares of the Company are tradable in compulsory dematerialized segment of the Stock Exchanges and are available in depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

The Company's International Securities Identification Number ("ISIN") is INE0Q0M01015.

9. TRANSFER TO RESERVE:

The Company has not transferred any amount to the General Reserves during the year.

10. STATEMENT OF AFFAIRS OF THE COMPANY:

Information on the operations and financial performance, among others for the period under review, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

11. NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per Provision to regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on February 16, 2015, Companies whose shares are listed on SME exchange as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. April 01, 2017.

As your Company is listed on SME Platform of BSE Limited, it is covered under the exempted category and is not required to comply with IND-AS for preparation of financial statements beginning with period on or after April, 2017.

12. EMPLOYEE STOCK OPTION:

The Company had implemented an employee stock option scheme namely ‘Veefin - Employee Stock Option Plan, 2022' (i.e. ESOP 2022) and ‘Veefin - Employee Stock Option Plan, 2023' (i.e. ESOP 2023) to attract, retain, incentivize and motivate its eligible employees and employees of its subsidiary or holding company vide members' resolution dated April 15, 2022, and further approved ratified by the Shareholders on May 15, 2023.

As per the provision of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 ("SEBI SBEB Regulations"), pre-IPO scheme was required to be aligned as per the SEBI SBEB Regulations and ratified by the Shareholders in order to make fresh grant under such scheme. Therefore, the Company at the Annual General Meeting held on September 29, 2023, approved and ratified the aforementioned ESOP schemes with a view to align and comply with the requirements of the SEBI SBEB Regulations along with to bring flexibility provided under the SEBI SBEB Regulations and to ratify the same with a view to grant Options to the eligible employees.

Further, as the Company needed more quantum of Options in view of its increasing human resources particularly with a view to attract, retain, and motivate critical resources and growth drivers, both existing and those joining in future for ensuring better and sustained corporate growth and profitability. Hence, the Board of the Directors thought expedient to increase the quantum of Options originally reserved under the ESOP 2023 from existing 15,00,000 (Fifteen Lakh) Options to proposed 25,00,000 (Twenty-Five Lakh) Options by creating additional 10,00,000 (Ten Lakh) Options convertible into equivalent number of equity shares ("Shares") of face value of H10 (Rupee Ten Only) each fully paid-up upon exercise of vested Options and the shareholders at their Annual General Meeting held on September 29, 2023, approved the same.

A Statement giving complete details of Employee Stock Option Plans of the Company as at March 31, 2024, pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company and the web link for the same is https://www.veefin.com/

13. DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) & SENIOR MANAGERIAL PERSONNEL (SMP): a) Composition & Constitution of Board of Directors:

The Board of Directors of the Company comprises of the following Directors:

* Mr. Afzal Moadak (DIN: 02920914) was appointed as an Additional Director by the Board of the Directors at their meeting held on November 06, 2023 and his appointment was regularized as a Non-Executive Director in the Extra Ordinary General Meeting held on February 22, 2024.

** Mr. Anand Malpani (DIN: 01729892) ceased to be Non-Executive Independent Director w.e.f August 26, 2024

# Mr. Matthew Gamser (DIN: 10726531) was appointed as Additional Non-Executive Director w.e.f August 26, 2024 and Mr. Bhavesh Chheda (DIN:08216993) and Mr. Gourav Saraf (DIN: 08204851) were appointed as Additional Non-executive Independent Director w.e.f August 26, 2024.

b) Composition & Constitution of Key Managerial Personnel:

The Key Managerial Personnel of the Company comprises of the following:

* Ms. Sarita Vijay Mahajan resigned as Company Secretary and Compliance Officer of the Company with effect from September 04, 2023

# Ms. Urja Harsh Thakkar (Membership number: A42925) is appointed as Company Secretary and Compliance Officer of the Company with effect from September 04, 2023

c) Composition & Constitution of Senior Managerial:

The Senior Management of the Company comprises of following:

* Mr. Ketan Zaveri has been appointed as the Chief Technology Officer of the Company w.e.f. October 03, 2023.

d) Retirement by Rotation of the Directors

Independent directors hold office for a fixed term not exceeding five years from the date of their appointment and are not liable to retire by rotation. The Act mandates that at least two–thirds 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. Gautam Vijay Udani (DIN No. 03081749), Whole Time 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 4^th Annual General Meeting of the company scheduled to be held on Friday, September 27, 2023 at 2:30 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 Directors:

During the financial year 2023-2024 under review the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified. The Certificate for Non Disqualification of Directors certificate as received from the Secretarial Auditor of the company forms part of this Annual Report as "(Annexure-V)" to the Directors Report.

a. Independent Director

Mr. Anand Malpani and Ms. Deepti Sharma were appointed as a Additional Non-Executive Independent Director on the Board of the Company effective March 16, 2023, for a term of five years. This appointment was approved at the Extraordinary General Meeting (EGM) of shareholders held on March 16, 2023.

During the year under review, there were no changes in the Independent Directors of the Company.

However, Mr. Anand Malpani resigned from his directorship w.e.f August 26, 2024.

Mr. Bhavesh Chheda (DIN: 08216993) and Mr. Gourav Saraf (DIN: 08204851) were appointed as Additional Non-Executive Independent Director w.e.f. August 26, 2024.

b. Declaration by Independent Directors

Independent Directors have provided their confirmation, that they meet the criteria of independence as provided in sub- section (6) of Section 149 of the Companies Act, 2013 and have given their declaration under Section 149 (7) of the Companies Act, 2013. An Independent Director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for the next five years on the passing of a special resolution by the Company. Initial disclosure pursuant to Regulation 7(1)(b) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 as amended, has been submitted by the independent director of the Companies.

c. Familiarisation Programme for Independent Directors:

The Company through its Executive Directors / Senior Managerial Personnel conduct programs / presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. Such programs / presentations will provide an opportunity to the Independent Directors to interact with the senior leadership team of the Company and help them to understand the 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.

d. 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 nine (9) 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, 2023 to March 31, 2024 and attendance of each Director thereat is as follows:

*Mr. Afzal Modak was appointed on November 06, 2023 as an Additional Non-Executive Director of the company.

16. COMMITTEES OF BOARD:

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

Mr. Anand Malpani – Chairman, Non-Executive Independent Director

Ms. Deepti Sharma – Member, Non – Executive Independent Director

Mr. Raja Debnath – Member, Managing Director

The above Committee was constituted in the Board Meeting held on May 15, 2023.

The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section.

The Committee is governed by a terms of reference, which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

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

2. Recommendation for appointment, remuneration and terms of appointment of auditors of our Company;

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

4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to our Board for approval, with particular reference to:

(a) Matters required to be included in the Director's Responsibility 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 accounting policies and practices and reasons for the same;

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

(d) Significant adjustments made in the financial statements arising out of audit findings; (e) Compliance with listing and other legal requirements relating to financial statements; (f) Disclosure of any related party transactions; and (g) Qualifications in the draft audit report.

5. Reviewing, with the management, the quarterly financial statements before submission to our Board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to our Board to take up steps in this matter;

7. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;

8. Approval of any subsequent modification of transactions of our Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

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

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems 13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up thereon;

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

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post- audit discussion to ascertain any area of concern;

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

18. Reviewing the functioning of the whistle blower mechanism;

19. Approval of appointment of CFO (i.e., the whole-time finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

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

21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

23. Carrying out any other function as may be mentioned in the terms of reference of the Audit Committee.

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

The Company Secretary acts as the Secretary to the Committee.

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

Mr. Anand Malpani – Member, Non-Executive Independent Director

Mr. Ajay Rajendran – Member, Non - Executive Director

The above Committee was constituted in the Board Meeting held on May 15, 2023

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

The terms of reference of the Committee inter alia, include the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a Director and recommend to our Board a policy relating to the remuneration of the Directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required; b. consider candidates from a wide range of backgrounds, having due regard to diversity; and c. consider the time commitments of the candidates

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

4. Devising a policy on Board diversity;

5. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to our Board their appointment and removal;

6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. Recommend to the board, all remuneration, in whatever form, payable to senior management.

Mr. Anand Malpani – Chairman, Non-Executive Independent Director

Mr. Raja Debnath – Member, Managing Director

Mr. Gautam Vijay Udani – Member, Whole time Director The above Committee was constituted in the Board Meeting held on May 15, 2023 The terms of reference of the Committee are:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.</p>

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

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

As on date there are no complaints received from shareholder on SCORES. There are no balance complaints.

Ms. Payal Maisheri – Chairperson

Mr. Gautam Udani – Member

Ms. Urja Thakkar – Member*

Ms. Pritha Dubey – Member

*Ms. Urja Thakkar is appointed as a member w.e.f. November 06, 2023 and Ms. Binny Shah ceased to be a member w.e.f. November 06, 2023

The objectives of the Internal Complaint Committee to Prevent Sexual Harassment of Women at the Workplace are as follows:

1. To develop a policy against sexual harassment of women at the Institute.

2. To ensure the implementation of the policy in letter and spirit through proper reporting of the complaints and their follow-up procedures.

3. To uphold the commitment of the Institute to provide an environment free of gender based discrimination.

4. To promote a social and psychological environment to raise awareness on sexual harassment in its various forms.

5. To create a secure physical and social environment to deter any act of sexual harassment.

6. To evolve a permanent mechanism for the prevention and redressal of sexual harassment cases and other acts of gender based violence at the Institute.

17. BOARD EVALUATION:

Your Board has devised an Evaluation Policy for evaluating the performance of the Board, its Committees, Executive Directors, Independent Directors. Based on the same, the performance was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. As part of the evaluation process, the performance of Non- Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non- Independent Directors was done by the Board excluding the Director being evaluated.

The policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, and relationship with the stakeholders, corporate governance practices, contribution of the committees to the Board in discharging its functions etc.

18. MANAGEMENT DISCUSSION ANALYSIS REPORT (MDA):

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section which forms part of the Annual Report.

19. ANNUAL RETURN:

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company shall be available on the website of the Company https://www.veefin.com/

20. VARIOUS POLICIES OF THE COMPANY:

The Company has formulated and implemented various policies pursuant to the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 which is available on the 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:

i. Statutory Auditors:

During the year, previous auditors of the Company, Pankaj Lunker and Associates, Chartered Accountants (FRN: 0149286W) resigned on June 16, 2023 creating a casual vacancy of Statutory Auditor. The Board of the Directors of the Company on June 17, 2023 appointed M/s. Mittal & Associates, Chartered Accountants (FRN: 106456W) as a Statutory Auditor of the Company to fill the casual vacancy caused due to resignation of Pankaj Lunker and Associates. Subsequently, the shareholders at their Extra Ordinary General Meeting held on June 23, 2023, approved the aforementioned appointment of Statutory Auditor made by the Board in casual vacancy till the ensuing Annual General Meeting.

Further, pursuant to provisions of section 139 of Companies Act, 2013, the Board of the Directors at their meeting held on September 04, 2023 appointment M/s. A D V & Associates, Chartered Accountants (Firm Registration No. 128045W), as Statutory Auditors of the Company for a term of 5 consecutive years, to hold office from the conclusion of 3^rd Annual General Meeting (‘AGM') till the conclusion of the 8^th AGM to be held in 2028 and the shareholders of the Company at their Annual General Meeting held on September 29, 2023 approved such appointment.

There are no qualifications or adverse remarks in the auditor's report which require any clarification/ explanation. The notes on financial statements are self-explanatory and needs no further explanation.

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 had appointed M/s Maharshi Ganatra and Associates, a firm of the Company Secretaries in Practice (C.P. No 14520) to conduct Secretarial Audit of the Company for the financial year ended March 31, 2024. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.

The Secretarial Audit Report (MR-3) for the financial year ended March 31, 2024 forms part of this Annual Report as "(Annexure-I)" to the Directors Report.

TheCompanydoesnothaveanymaterialsubsidiaries, therefore, 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 and Maintenance of Cost Records:

The Cost Audit as specified by the Central Government under sub-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 RECORDS:

The maintenance of cost accounts and records as prescribed under Section 148(1) of the Companies Act, 2013 is not applicable to the Company.

23. VIGIL MECHANISM/WHISTLE BLOWER:

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

The Vigil Mechanism policy is displayed on the website of the 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 CONTROLS:

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

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

Associates:

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

Subsidiaries:

During the year under review, the Company has 5 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

Joint Ventures:

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

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

27. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings, respectively.

i. Conservation of Energy

a) The steps taken or impact on conservation of energy – The Operations of the Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

b) The steps taken by the Company for utilizing alternate source of energy – Company shall consider on adoption of alternate source of energy as and when necessities.

c) The Capital Investment on energy conversation equipment – No Capital Investment yet.

ii. Technology absorption

a) The efforts made towards technology absorption – Minimum technology required for Business is absorbed.

b) The benefits derived like product improvement, cost reduction, product development or import substitution – Not Applicable.

c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) – Not Applicable.

a. the details of technology imported;

b. the year of import;

c. whether the technology been fully absorbed;

d. if not fully absorbed, areas where absorption has not taken place, and the reasons thereof

iii. The expenditure incurred on Research and Development Not Applicable.

iv. Foreign Exchange earnings and outgo:

29. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The details of contract / arrangement / transaction with related parties which are material in nature in accordance with the policy of the Company on materiality of related party transactions and Section 134(3) of the Companies Act is appended in Form AOC-2 which forms a part of this Annual Report as Annexure III.

31. DEPOSITS:

The Company has not invited /accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

32. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

33. DETAILS OF MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT.

The material changes between the end of the financial year and the date of report were as follows.

i. The Company has raised an amount aggregating to H 37,06,48,000/- (Rupees Thirty-Seven Crore

Six Lakh Forty-Eight Thousand Only) ("Preferential Allotment Price") by way or Preferential allotment and the Board of Directors at their meeting held on March 13, 2024 has allotted 13,85,600 (Thirteen Lakh Eighty- Five Thousand Six Hundred) fully paid-up Equity shares, having Face Value of Re. 10/- (Rupee Ten Only) each at a price of H 267.50/- (Rupees Two Hundred Sixty-Seven and Fifty Paise only) per Equity Share (including a premium of H 257.50/- (Rupees Two Hundred Fifty-Seven and Fifty Paise Only) per share to Non-Promoter Investors. However, the corporate action for this increase was completed after March

31, 2024, since as on that date the company had not yet received the listing approval from the stock exchange.

ii. The Company has raised an amount of H 2,80,87,500/-

(Rupees Two Crore Eighty Lakh Eighty Seven Thousand Five Hundred only) ("Preferential Allotment Price") by way or Preferential allotment and the Board of Directors at their meeting held on March 13, 2024 has allotted 4,20,000 convertible warrants, having Face Value of Re. 10/- (Rupee Ten Only) each at a price of H 267.50/- (Rupees Two Hundred Sixty-Seven and Fifty Paise only) per Equity Share (including a premium of H 257.50/- (Rupees Two Hundred Fifty-Seven and Fifty Paise Only) per share to Promoters of the Company. However, the corporate action for this increase was completed after March 31, 2024, since as on that date the company had not yet received the listing approval from the stock exchange.

iii. The Company has acquired significant stake of 51.31% consisting of 10,526 Equity shares of H 58 each (including premium of H 48) in Estorifi Solutions

Private Limited (ESPL), a group Company on June 14, 2024. Pursuant to this acquisition, ESPL has become subsidiary Company of Veefin Solutions Limited.

iv. The Company has acquired significant stake of 50.99% consisting of 50,763 Equity shares of H 180.81 each in Infini Systems Private Limited (ISPL), a group company, on August 12, 2024. Pursuant to this acquisition, ISPL will become subsidiary Company of Veefin Solutions Limited.

v. The company has incorporated a new Subsidiary Company in the name of Veefin Capital Private Limited (VCPL) in Maharashtra, India on August 08, 2024 and holds 51% in the VCPL. VCPL shall obtain NBFC- Factors license from the Reserve Bank of India.

OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy is displayed on the website of the company at – https://www.veefin.com/corporate-policies.php

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

35. THE INFORMATION PURSUANT TO SECTION 197(12) OF THE ACT READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014, RELATING TO MEDIAN EMPLOYEE'S REMUNERATION FOR THE FINANCIAL YEAR UNDER REVIEW IS AS BELOW:

The information required under section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV which forms a part of this report. The remuneration is also disclosed in the annual return of the Company which is available on www.veefin.com

36. CORPORATE SOCIAL RESPONSIBILITY

While Section 135 of the Companies Act, 2013, along with the Companies (Corporate Social Responsibility Policy) Rules, 2014, are not applicable to our Company for the current year, we are pleased to share that we have voluntarily made a donation of H 1,50,000 to the Kalyan Riverside Charitable Foundation. This contribution reflects our commitment to supporting meaningful causes and making a positive impact in our community.

37. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:

No application is made during the Financial Year 2023-2024 by or against the Company and there are no proceedings pending under the Insolvency and Bankruptcy Code 2016.

38. HUMAN RESOURCES:

At our company, we place paramount importance on our people, recognizing them as our most valuable assets. The core of our human resource strategy revolves around the belief in people, which is reflected in our dedicated efforts towards talent management, succession planning, robust performance management, and comprehensive learning and training initiatives. These endeavors are aimed at consistently nurturing inspiring, resilient, and credible leadership within our organization.

We have established an agile organizational structure that is laser-focused on delivering tangible business results. Through regular communication and sustained efforts, we ensure that all employees are aligned with common objectives and are equipped with up-to-date information on the evolution of our business landscape. Central to our approach is the cultivation of a culture grounded in trust and mutual respect, where all employees understand and uphold the core values and principles that guide our business decisions.

Our current workforce composition reflects a balanced mix of employees across all levels, ensuring a diverse and inclusive environment. The Board confirms that our remuneration practices adhere strictly to the Company's remuneration policy, ensuring fairness and transparency across the board.

As on March 31, 2024, the Company had 249 employees.

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, con rm 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 nancial year and of the pro t/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 nancial controls to be followed by the Company and such internal nancial controls are adequate and operating effectively.

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

Based on the framework of internal nancial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company's internal nancial controls were adequate and effective during the nancial year 2023-2024.

40. OTHER DISCLOSURES: i. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013:

The Company has not issued any shares with differential rights as to dividend, voting or otherwise and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014

ii. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013:

The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

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

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

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

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

41. REPORTING OF FRAUD:

The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

42. SEBI Complaints Redress System (SCORES):

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

SEBI vide its circular SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 & SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/ 2023/135 dated 31^st July, 2023 & 4^th 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 2023-2024.

43. SHAREHOLDING OF DIRECTORS AS ON MARCH 31, 2023:

No other Director (except as mentioned below) holds any shares in the Company. The Company has not issued any convertible instruments

44. OTHER INFORMATION: a) 4TH Annual General Meeting

b) Financial Calendar for the year 2023-2024

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

Listing on Stock Exchange:

BSE Limited,

Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001, Scrip Code: 543931

d) Location and time, where Annual General Meeting (AGM) for the last 3 years were held is given below:

Extra Ordinary General Meeting:

Postal ballots

During 2023-2024, 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 October 18, 2023, on the following Resolution(s):

Approval for giving loan or guarantee or providing security in connection with loan availed by any of the Company's Subsidiary(ies) or any other person specified under section 185 of the Companies Act, 2013 – Special Resolution

To approve grant of employee stock options to the employees of holding and/or subsidiary company(ies) of the Company under ‘Veefin Solutions Limited - Employee Stock Option Plan, 2023' (ESOP 2023) – Special Resolution

The Voting period was from Saturday, October 21, 2023 (9.00 AM Indian Standard Time) and ends on Sunday, November 19, 2023 (5.00 PM Indian Standard Time) and the e-voting module was disabled / blocked after 5.00 PM on Sunday, November 19, 2023. 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, November 20, 2023.

High and low at the BSE Limited for financial year ended March 31, 2024: Performance in comparison to broad-based indices:

REGISTRAR AND SHARE TRANSFER AGENT:

Bigshare Services Private Limited

Office No. S6-2, 6^th Floor

Pinnacle Business Park, Next to Ahura Centre Mahakali Caves Road, Andheri (East).

Tel: 022-6263 8200.

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

g) Share transfer system:

The Board has the authority for approving transfer, transmission of the Company's securities.

As per SEBI Notification No. SEBI/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.

Nominal Value of Shares: J 10

* The paid-up share capital (equity shares) increased from 21,187,460 to 22,573,060 on March 13, 2024, following the issuance and allotment of 13,85,600 equity shares to non-promoter shareholders on a preferential basis by the Board of Directors. However, the corporate action for this increase was completed after March 31, 2024, since as on that date the company had not yet received the listing approval from the stock exchange.

i) Compliance with mandatory and non-mandatory requirements of the Listing Regulations:

The Company has complied with all mandatory requirements of Listing Regulations and has not adopted any non-mandatory requirements which are not applicable to the Company.

45. CORPORATE GOVERNANCE

The Company does not fall under purview of Regulations of Corporate Governance.

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

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

46. CAUTIONARY STATEMENTS:

Statements in this Annual Report, particularly those which relate to Management Discussion and Analysis as explained in the Corporate Governance Report, describing the 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. ACKNOWLEDGEMENTS:

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