Viji Finance Ltd

To,

The Shareholders,

VIJI FINANCE LIMITED

The Board of Directors of your Company are pleased to present the 30th Annual Report on the business operations and state of affairs of your Company along with the standalone and consolidated audited financial statements for the financial year ended 31st March, 2024.

1.1 FINANCIAL HIGHLIGHTS AND SUMMARY OF STANDALONE AND CONSOLIDATED FINANCIAL STATEMENT

The standalone and consolidated financial statements of the Company for the financial year ended March 31, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind-AS) as notified by the Ministry of Corporate Affairs and as amended from time to time.

The performance highlights and summarized financial results of the Company are given below:

(Amount in Lakhs except EPS)

Note: The Board of Directors in their meeting held on 10th January, 2024 had disposed off all the investment in wholly owned subsidiary company i.e. Viji Housing Finance Limited, consequently such company ceasedfrom the status ofwholly owned subsidiary company w e.f. 10th January, 2024. Therefore the consolidated data has been provided up to 10th January, 2024.

1.2 OPERATIONS AND STATE OF COMPANY'S AFFAIRS

• The Company is a Non-Banking Financial Company (NBFC Company) engaged in providing financial services. The Company is registered as a Non-Systemically Important Non Deposit Accepting NBFC as defined under Section 45 IA of the Reserve Bank of India.

• On standalone basis, your Company has total income of INR 192.75 Lakhs for the financial year ended 31st March 2024 as against INR 208.96 Lakhs in the previous year, recording a decrease of 7.76%. Further during the financial year, Company earned Net Profit before other comprehensive income of INR 12.02 lakhs as against previous year in which Company earned Net Profit before other comprehensive income of INR 44.03 Lakhs reflecting the decrease of 72.70% due to decrease in Interest income accompanied by increase in overall expenses ofthe company.

• On consolidated basis, your Company has total income of INR 137.56 Lakhs for the financial year ended 31st March, 2024 as against INR 208.96 Lakhs in the previous year, recording and decrease of 34.17%. Further during the financial year, company earned net profit after tax (before other comprehensive income) of INR 13.80 lakhs as against previous year in which Company earned net profit before other comprehensive income of INR 43.30 Lakhs reflecting the decrease of 68.13% due to decrease in Interest income accompanied by increase in overall expenses ofthe company.

1.3 FUTURE OUTLOOK

Our strategy to diversify our business model towards more sources of annual income is showing definite results. Our businesses have stood strong in the volatile year of FY 2023-24 while maintaining operating parameters. Our brand is now being recognized across each of our businesses. The opportunity size in all our business segments is still huge, and our businesses are well placed to benefit from the growth potential they offer.

2. RBI NORMS

Your Company is a Non-Systematically Important Non-Deposit Accepting Non-Banking Financial Company. The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India (RBI) pertaining to leverage ratio, statutory liquidity ratio etc. Further the company has made provision of INR 27.05 Lakhs for Non-performing Assets as on March 31, 2024. Certificate from statutory auditors for complying the prudential norms for NBFC is attached with Audit Report.

2.1 KNOW YOUR CUSTOMERAND ANTI MONEY LAUNDERING MEASURE POLICY:

Your board has approved the Know Your Customer and Anti Money Laundering Policy (KYC and PMLA Policy) in accordance with RBI Guidelines. Company also adheres to the compliance requirement in terms of the said policy including the monitoring and reporting of cash and suspicious transactions. There were no suspicious transactions noticed during the period.

2.2 FAIR PRACTICE CODE:

Your company has in place a fair practice code (FPC), as per RBI Regulations which includes guidelines from appropriate staff conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. Your company and its employees duly complied with the provisions of FPC.

2.3 SCALE BASED REGULATIONS:

The Reserve Bank of India issued a circular on "Scale Based Regulation (SBR): A revised regulatory framework for NBFCs'' on 22nd October 2021, ('SBR Framework'). As per the framework, based on size, activity and risk perceived, NBFCs are categorised into 4 layers, NBFC-Base Layer (NBFC-BL), NBFC-Middle Layer (NBFC-ML), NBFC-Upper Layer (NBFC-UL) and NBFC-Top Layer (NBFC-TL). Company has been categorised as NBFC-Base layer (NBFC-BL).

3. ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the requirement to place copy of Annual Return for Financial year 2023-24 is applicable to the Company and the same is available on the website of the Company i.e. https://viiifinance.com/financial-report.php

4. SHARE CAPITAL

The Paid-Up Equity Share Capital as on 31st March, 2024 stood at INR 8.25 Crores. During the year under review, the company has not issued shares with differential voting rights nor granted any stock option or sweat equity shares. As on 31st March 2024, none of the Directors ofthe company hold instruments convertible into equity shares ofthe Company.

During the financial year Company has increased its Authorized Share Capital from INR. 11,00,00,000/- (Rupees Eleven Crore only), divided into 11,00,00,000 (Eleven Crore) Equity Shares of INR. 1/- (Rupee One only) each to INR 18,00,00,000/- (Rupees Eighteen Crore only), divided into 18,00,00,000 (Eighteen Crore) Equity Shares of INR. 1/- (Rupee One) by creation of additional 7,00,00,000 (Seven Crore) Equity Shares of INR. 1/- each in the Extra Ordinary General Meeting ofthe Members held on 30th November, 2023.

Further, Board of Directors ofthe Company in their meeting held on 12th February, 2024 have reconsidered and approved proposal of Fund raising of an amount of approx INR 9 Crores (Rupees Nine Crores only) through a Right issue to the eligible equity shareholders of the Company as on Record date in accordance with applicable laws, including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements Regulations, 2018, SEBI Listing Regulations, along with relevant circulars issued by the Securities and Exchange Board of India, Companies Act, 2013. ("Rights Issue").

Furthermore during the current financial year 2024-25, the company has issued offer letter for right issue of6,00,00,000 Equity shares of face value of INR 1/- each at a price of INR 1.50/- (including a premium of INR 0.50) to the eligible shareholders on record date i.e. 15th May, 2024 on Rights basis as approved by the Right Issue Committee ofthe Board of Directors ofthe company their meeting held on 09th Day of May, 2024 in the ratio of 8 (Eight) rights Equity Shares for every 11 (Eleven) fully paid-up Equity Shares..

Further note that Rights Issue Committee of the Board at its meeting held today i.e. Wednesday July 03, 2024 has inter alia considered and approved the allotment of6,00,00,000 Fully paid-up Equity Shares of Face Value of INR. 1/- each (the "rights equity shares") for cash at a price of INR.1.50/- per rights equity share aggregating to INR 9.00 Crores to the eligible applicants. Subsequently, Post allotment, paid up share capital of the Company stand increased to INR 14,25,00,000/- divided into 14,25,00,000 equity Shares of INR. 1/- each

5. DETAILS OF BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Composition of the Board of Directors of the Company is in accordance with the provision of Section 149 of the Companies Act, 2013 with an appropriate combination of Executive, Non-Executive and Independent Directors.

a) Constitution of the Board

As on date of Board's Report, Board of Directors comprises oftotal 6 (Six) Directors namely:

1. Mr. Vijay Kothari (DlN: 00172878), Chairman and Managing Director

2. Mr. Nitesh Gupta (DIN: 09248507), Whole-Time Director

3. Ms. Palak Malviya (DIN: 07795827), Independent Director

4. Ms. Sakshi Chourasiya (DIN: 09370037), Independent Director

5. Mr. Aryaman Kothari (DiN: 09324877), Non-Executive Director

6. Mr. Rajendra Sahay Shrivastava (DIN: 00021576), Independent Director

In compliance with the Regulation 17 of SEBI (LODR) Regulations, 2015, the Company has an optimum combination of executive and non-executive directors with two women Independent Director. The Chairman of the Board is Promoter/Executive Director. The Board members are highly qualified with the strong varied experience in the relevant field of the business activities of the Company which plays significant roles for the business policy and decision making process and provide guidance to the executive management to discharge their functions effectively.

b) Directors liable to retire by rotation seeking re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Nitesh Gupta (DIN: 09248507), retires at the ensuing 30th Annual General Meeting of the Company and being eligible offers himself for re-appointment. However, his term is fixed and shall not break due to this retirement. Your Directors have recommended his appointment for approval ofthe shareholders, in the ensuing Annual General Meeting ofyour Company.

c) Change in Directors

During the financial year 2023-24, Board of Directors in their meeting held on 12th February, 2024:-

• On the recommendation of Nomination and Remuneration Committee, considered and approved the appointment of Ms. Palak Malviya (DIN: 07795827) as an Additional Director as well as Non-Executive Independent Director of the Company for a period of 5 years w.e.f. 12th February, 2024, subject to approval of members in the ensuing Annual General Meeting of the Company and shall not be liable to retire by rotation.

• Accepted resignation of Mr. Suresh Singh Jain (DIN:03584190) from the position of "Non-Executive Independent Director" ofthe Company due to health related issues w.e.f. 20th February, 2024.

Further during the current financial year 2024-25, on recommendation of NRC, Board of Directors in their Meeting held on 03rd September, 2024 considered and approved appointment of Mr. Rajendra Sahay Shrivastava (DIN: 00021576) as Additional Director as well as Non Executive Independent Director of the Company for a period of five years w.e.f. 03rd September, 2024 to 02nd September, 2029 subject to the approval of members in ensuing Annual General Meeting of the Company and shall not be liable to retire by rotation.

d) Board Independence

Our definition of ‘Independent Director ' is derived from Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. As on the date of Board Report, Company is having following 3 (Three) Independent Directors:

1. Ms. Sakshi Chourasiya (DIN: 09370037)

2. Ms. Palak Malviya (DIN: 07795827) (appointed w.e.f. 12th February, 2024)

3. Mr. Rajendra Sahay Shrivastava (DlN: 00021576) (appointed w.e.f. 03rd September, 2024)

As per provisions ofthe Companies Act, 2013, Independent Directors were appointed for a term of 5 (five) consecutive years, not liable to retire by rotation.

e) Key Managerial Personnel

As on 31st March, 2024, the following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time:

1. Mr. Vijay Kothari (DIN: 00172878), Chairman & Managing Director;

2. Mr. Nitesh Gupta (DIN: 09248507), Whole Time Director;

3. Mr. Siddhant Sharma, Chief Financial Officer;

4. Ms. Stuti Sinha, Company Secretary and Compliance officer

f) Change in the Key Managerial Personnel

During the year under review, there was no change in the Key Managerial Personnel of the Company.

However, during the current financial year 2024-25, on recommendation ofNRC :-

• Board of Directors in their Meeting held on 25th July, 2024 considered and approved re-appointment of Mr. Nitesh Gupta (DIN: 09248507) as Whole Time Director of the Company for further term of three years w.e.f. 27th July, 2024 to 26th July, 2027 subject to the approval of members in ensuing Annual General Meeting.

• Board of Directors in their Meeting held on 03rd September, 2024 considered and approved re-appointment of Mr. Vijay Kothari (DIN: 00172878) as Chairman and Managing Director of the Company for further term of three years w.e.f. 01st October, 2024 to 30th September, 2027 subject to the approval of members in ensuing Annual General Meeting.

g) Disqualification of Directors

During the year declarations were received from the Directors of the Company pursuant to Section 164 of the Companies Act, 2013. Board apprised the same and found that none of the directors are disqualified for holding office as director.

6. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES & GENERAL MEETINGS

During the financial year 2023-24, Seven (7) Board Meetings were held i.e. on 28th April, 2023, 14th July, 2023, 21st July, 2023, 20th October, 2023, 31st October, 2023, 10th January, 2024 and 12th February, 2024 respectively. At least one meeting of the Board was held on every calendar quarter and the time gap between any two consecutive Board meetings did not exceeded 120 days. Proper notices for meeting were given and the proceedings were properly recorded and draft Minutes of Board Meeting were circulated to members of the Board for their comments.

Composition and attendance of Directors at the meetings during the financial year ended on 31st March, 2024 are mentioned in the table below:

* Ms. Palak Malviya (DIN: 07795827) was appointed as Additional as well as Independent Director of the Company w.e.f. 12th February, 2024.

*Mr Suresh Singh Jain (DIN: 03584190) resignedfrom the position of "Non-Executive Independent Director" of the Company due to health related issues w. e.f. 20th February, 2024.

I. AUDIT COMMITTEE

The Company has constituted Audit Committee as per requirement of Section 177 of the Companies Act, 2013. The terms ofreference of Audit Committee are broadly in accordance with the provisions of Companies Act, 2013.During the year the Committee met on five occasions on following dates viz., 28th April, 2023, 14th July, 2023, 20th October, 2023, 10th January, 2024 and 12th February, 2024.

Composition and attendance of members at the meetings of the Audit Committee held during the financial year 2023-24 are mentioned in the table below:

Further Pursuant to Clause 4.1.1 of Secretarial Standards on General Meeting, the Chairman of Audit Committee or, in his absence, any other Member of the Committee authorised by him on his behalf shall attend the General Meeting of the Company. Mr. Suresh Singh Jain (DIN:03584190), Chairman of the Audit Committee, was virtually present at the 29th AGM of the Company held through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM") facility on 15th September, 2023 to address the Shareholders' queries pertaining to Annual Accounts of the Company.

Reconstitution of Audit Committee

On account of resignation of Mr. Suresh Singh Jain (DIN: 03584190) Independent Director of the company w.e.f. 20th February, 2024 from the position of "Non-Executive Independent Director" ofthe Company due to his health related issues, The Board of Directors in their meeting held on 12th February 2024had reconstituted the Audit Committee w.e.f. 12th February, 2024 in the following manner:

The composition of Audit Committee after the reconstitution is as follows:

All the members ofthe Committee are financial literate and possess accounting and related financial management expertise.

II. NOMINATION AND REMUNERATION COMMITTEE

The Company has constituted Nomination and Remuneration Committee as per requirement of Section 178(1) of the Companies Act, 2013. The terms of reference of Nomination and Remuneration Committee are broadly in accordance with the provisions of Companies Act, 2013. During the year the Committee met on two occasions on following dates viz., 14th July, 2023 and 12th February, 2024.

Composition and attendance of members at the meetings of the Nomination and Remuneration Committee held during the financial year 2023-24 are mentioned in the table below:

As per Section 178(7) of the Companies Act, 2013 and Secretarial Standards, the Chairman of the Committee or, in his absence, any other Member of the Committee authorized by him in this behalf shall attend the General Meetings of the Company. Mr. Suresh Singh Jain, Chairman of the Committee, was virtually present at the 29th AGM of the Company held through Video Conferencing ("VC")/Other Audio Visual Means ("OAVM") facility on 15th September, 2023 to answer members' queries.

Reconstitution of Nomination and Remuneration Committee

On account of resignation of Mr. Suresh Singh Jain (DIN: 03584190) Independent Director of the company w.e.f. 20th February, 2024 from the position of "Non-Executive Independent Director" ofthe Company due to his health related issues, The Board of Directors in their meeting held on 12th February 2024 had reconstituted the Nomination and Remuneration Committee w.e.f. 12th February, 2024 in the following manner:

The composition of Nomination and Remuneration Committee after the reconstitution is as follows:

III. STAKEHOLDERS RELATIONSHIP COMMITTEE

As required under Section 178(5) of the Companies Act, 2013 ("the Act"), the Board has in place Stakeholders Relationship Committee to specifically looks into the mechanism of redressal of grievances of shareholders. During the year the committee met on two occasion i.e. on 20th October, 2023 and 12th February, 2024.

Composition and attendance of members at the meetings of the Stakeholders Relationship Committee held during the financial year 2023-24 are mentioned in the table below:

As per Section 178(7) ofthe Act and Secretarial Standards, the Chairman ofthe Committee or, in his absence, any other Member ofthe Committee authorized by him in this behalf shall attend the General Meetings of the Company. Mr. Suresh Singh Jain, Chairman of the Committee, was virtually present at the 29th AGM ofthe Company held through Video Conferencing ("VC")/ Other Audio Visual Means ("OAVM") facility on 15th September, 2023.

Reconstitution of Stakeholders Relationship Committee

On account of resignation of Mr. Suresh Singh Jain (DIN: 03584190) Independent Director of the company w.e.f. 20th February, 2024 from the position of "Non-Executive Independent Director" ofthe Company due to his health related issues, The Board of Directors in their meeting held on 12th February 2024had reconstituted the Stakeholders Relationship Committee w.e.f. 12th February, 2024 in the following manner:

The composition of Stakeholders Relationship Committee after the reconstitution is as follows:

IV. RIGHT ISSUE COMMITTEE

The Board of directors of the company in their meeting held on 12th February, 2024 constituted the Right Issue Committee to decide the terms and conditions of the Rights Issue, including deciding on the record date, determining the rights issue price, right entitlement ratio, treatment to be given to fractional entitlements, timing and terms of payment, appointment of intermediaries and other related matters.

During the financial year the Committee met on one occasion on 22nd February, 2024.

Composition and attendance of members at the meeting of the Right Issue Committee held during the financial year 2023-24 are mentioned in the table below:

V. GENERAL MEETING

During the financial year 2023-24, 29th Annual General Meeting of the Company for financial year 2022-23 was held on Friday 15th September, 2023 through video conference (VC) / other audio visual means (OAVM) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs, Government of India and the Securities and Exchange Board of India.

Further during the financial year One Extra Ordinary General Meeting of the Company was held on Thursday 30th November, 2023 through video conference (VC) / other audio visual means (OAVM) in accordance with the relevant circulars issued by the Ministry of Corporate Affairs, Government ofIndia and the Securities and Exchange Board ofIndia.

7. DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration of independence from all the Independent Directors, as required under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘the SEBI (LODR) Regulations, 2015'] as amended from time to time.

Further in terms of Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the Management. The Board of Directors of the Company have taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment ofthe veracity ofthe same.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA"). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

8. DETAILS OF FAMILIARISATION PROGRAMMES IMPARTED TO INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, 2015, the Company conducts familiarization programmes for its directors from time to time. The familiarization programme ensures that the non-executive directors are updated on the business and regulatory environment and the overall operations of the Company. This enables the non-executive directors to make better informed decisions in the interest of the Company and its stakeholders.

The details of the familiarization program of the independent directors are available on the website of the Company at the web link: https://vijifinance.com/wp-content/uploads/2023/12/FamiliarisationProgrammes23-24.pdf

9. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors met once during the year as on 10th January, 2024. The Meeting was conducted in an informal manner without the presence of the Chairman, Managing Director, Whole Time Director, Non-Executive Non-Independent Directors and the Chief Financial Officer.

10. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of your Company, to the best of their knowledge, belief and ability and explanations obtained by them, confirm that:-

i. In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. The Directors had 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 ofthe profit ofthe Company for that year;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual accounts on a going concern basis;

v. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. The Directors had 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 and testing of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external agencies, including audit of internal financial controls over financial reporting by the Statutory Auditors 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 financial controls were adequate and effective during the financial year 2023-24.

11. DIVIDEND

With a view to enhance the growth and business of the Company and in order to deal with the uncertain economic environment, your directors aim to retain the resources of the Company. Accordingly, they do not recommend any dividend for the Financial Year ended on March 31,2024.

11.1 AMOUNT TRANSFERRED TO INVESTOR EDUCATION AND PROTECTION FUND:

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (Rules) as amended, all unpaid or unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government, after completion of seven years from the date oftransfer to Unclaimed Dividend Account ofthe Company. Hence, during the financial year 2023-24 unpaid/ unclaimed dividends of INR 0.65 Lakhs relating to financial year 2015-16 were transferred to the Investor Education and Protection Fund.

Further, according to the IEPF Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to IEPF Authority. Accordingly, during the Financial Year 2023-24 the Company has transferred to the designated demat account of the IEPF Authority 1,75,400 equity shares pertaining to 21 folios in respect of which dividend from financial year 2015-16 had not been paid or claimed for seven consecutive years or more by shareholders.

11.2 DETAILS OF NODAL OFFICER:

The details of Nodal Officer appointed by the Company pursuant to the provision of IEPF Rules are available on the website of the Company at https://vijifinance.com/investors-relation-2/

12. AMOUNTS TRANSFERRED TO RESERVES

Being a Non-Banking Finance Company, 20% of the profit i.e. INR 2.40 Lakhs has been transferred to statutory reserve of the Company.

13. DEPOSITS

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance ofDeposits) Rules, 2014.

13.1 THE DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT

Being a Non-Banking Finance Company, the disclosures required as per Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014 read with Sections 73 and 74 of the Companies Act, 2013 are not applicable to the Company.

13.2 UNSECURED LOAN FROM DIRECTOR:

Pursuant to Section 2(31) of the Companies Act, 2013 read with Rule 2(1)(C)(viii) of Companies (Acceptance of Deposits) Rules, 2014, (including any statutory modification or re-enactment thereof for the time being in force), the details of unsecured loan received from directors are given below:

(Amount in Lakhs)

14. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS DIRECTORS, AND THAT OF ITS COMMITTEES

Pursuant to the provisions ofthe Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the performance evaluation of all the directors, committees, Chairman of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Board which includes assessing the quality, quantity and timelines of flow of information between the Company, Management and the Board, as it is necessary for the Board to effectively and reasonably perform their duties.

The performance of the board 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.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Individual Directors, the Board as a whole and its Committees with the Company.

Performance Evaluation Criteria for Independent Directors:

The performance evaluation criteria for independent directors are determined by the Nomination and Remuneration committee. An indicative list of factors that may be evaluated include participation and contribution by a director, commitment, effective deployment of knowledge and expertise, effective management of relationship with stakeholders, integrity and maintenance of confidentiality and independence of behavior and judgments.

Statement with regard to integrity, expertise and experience of the Independent Director appointed during the year

During the year under review, Ms. Palak Malviya (DIN: 07795827) was appointed as an Independent Director of the Company for a period of 5 years w.e.f. 12th February, 2024. The Nomination and Remuneration Committee of the Board, at the time of her appointment, recognized her extensive experience of 10 years in Secretarial and Corporate compliances.

Further, in the opinion of the board opined that all our Independent Directors possess requisite qualifications, experience, and expertise and hold high standards of integrity for the purpose of Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014 as amended upto the date.

15. PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEE BY COMPANY UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 186(11) ofthe Companies Act, 2013 (‘the Act'), the provisions of Section 186(4) ofthe Act requiring disclosure in the financial statement of the full particulars of the loans made and guarantees given or securities provided by a Non-Banking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report.

The Board of Directors in their meeting held on 10th January, 2024 had disposed off all the investment in wholly owned subsidiary company i.e. Viji Housing Finance Limited.

Further, pursuant to the provision of Section 186(4) of the Act, the details of investments made by the Company are stated in the Notes No. 5 to notes of standalone Financial Statement.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has formulated the Policy on Related Party Transactions in line with the requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018. The policy regulates all transactions between the Company and its related parties which is also available on the Company's website https://viiifinance.com/wp- content/uploads/2023/02/related-partv-transaction-policv-1.pdf .

The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties.

All Related Party Transactions entered during the year were in Ordinary Course of the Business and at Arm's Length basis. The Material Related Party Transactions, i.e. transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statement, which were entered during the year by your Company, are given separately in notes to the financial statements. Further, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) ofthe Companies (Accounts) Rules, 2014, in Form AOC-2 is set out as Annexure-A and form part of this report.

Further, as a practice of good corporate governance, all related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained from the Audit Committee is obtained for Related Party Transactions which are of repetitive nature and/or entered in the Ordinary Course of Business and are at Arm's Length. All Related Party Transactions are subjected to independent review by an Audit Committee to establish compliance with the requirements of Related Party Transactions under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

During the year, Company was not engaged in manufacturing activities, therefore, particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgoing are not applicable.

(A) Conservation of Energy:

(i) The steps taken or impact on conservation of energy:

The operations of your Company are not energy intensive. However, adequate measures have been initiated to reduce energy consumption.

(ii) The steps taken by the company for utilizing alternate sources of energy: NIL

(iii) The capital investment on energy conservation equipments: Not Applicable

(B) Technology Absorption:

(i) The efforts made towards technology absorption: Not Applicable.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution: No specific activity has been done by the Company.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the Financial Year): The Company has neither purchased within India nor imported any technology.

(iv) The expenditure incurred on Research and Development: Company has not incurred any expenditure on Research and Development during the year under review.

(C) Foreign Exchange Earnings and Outgo:

During the year, there was neither inflow nor outflow of foreign exchange.

18. STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has adequate Internal Controls Systems and the same are reviewed regularly. Beside there are documented policies and procedures to support the system, so that all the applicable rules and regulations are complied with; that all transactions are authorized, recorded and reported correctly and adequately and that all the assets of the Company are safeguarded and there is no unauthorized use thereof. The Audit Committee reviews reports presented by the internal auditors on a routine basis. Further, the

Audit Committee maintains constant dialogue with statutory and internal auditors to ensure that internal control systems are operating effectively.

The Company's internal control system is commensurate with its size, scale and complexities of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India.

However, your Company recognizes that Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

19. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year, your Company did not meet criteria laid down under the provisions of Section 135(1) of the Companies Act, 2013 read with companies (Corporate Social Responsibility Policy) Rules, 2014 and accordingly the provisions Corporate Social Responsibility are not applicable to the Company.

20. REMUNERATION POLICY / DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES:

In accordance with Section 178 and other applicable provisions if any, of the Companies Act, 2013 read with the Rules issued there under and the SEBI Listing Regulations, your Company has a well-structured Nomination and Remuneration Policy in place which laid down the criteria for determining qualifications, competencies, positive attributes, independence for appointment of Directors and remuneration of Directors, KMP and other employees.

Details on the Remuneration Policy are available on the Company's website at web-link: http://viiifinance.com/wp-content/uploads/2016/12/Nomination-Remuneation-policv.pdf.

The Board of Directors affirms that the remuneration paid to Directors, senior management and other employees is in accordance with the remuneration policy of the Company.

The Disclosure required under Section 197(12) of the Companies Act, 2013 read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date, is annexed as Annexure-B and forms an integral part ofthe Board Report.

During the year under review, none of the employee of the Company is drawing remuneration more than INR 1,02,00,000/- per annum or INR 8,50,000/- per month for the part of the year. Therefore, details of top ten employees in terms of the receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details prescribed under rule 5(3) of the said rules, will be made available to any member on request, as per provisions of Section 136(1) ofthe Act. Any Member desirous of obtaining above said details may write to the Company Secretary or email at info@vijifinance.com

Pursuant to Section 197(14) of the Companies Act, 2013, neither the Managing Director nor Whole-time Director of the Company received any remuneration or commission from the subsidiary company.

21. SUBSIDIARY COMPANIES, JOINT VENTURE OR ASSOCIATE COMPANIES

During the financial year 2023-24, Board of Directors of your company in their meeting held on 10th January, 2024 had disposed off all the investment in wholly owned subsidiary company i.e. Viji Housing Finance Limited, consequently such company ceased from the status ofwholly owned subsidiary company w.e.f. 10th January, 2024.

A separate statement containing salient features of the financial statement of the subsidiary company till the date of cessation of subsidiary in accordance with Section 129(3) of the Companies Act, 2013 and rules made there under in the prescribed Form AOC-1 is annexed to this Report as ANNEXURE-C and hence is not repeated here for sake of brevity. Also, there has been no material change in the nature ofthe business ofthe subsidiary company.

In accordance with fourth proviso to Section 136(1) ofthe Companies Act, 2013, the Annual Report of your Company containing inter alia the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2024, along with relevant documents, has been placed on the website ofthe Company at www.vijifinance.com.

21.1 MATERIAL SUBSIDIARY:

During the year under review, Company does not have any material subsidiary company.

22. CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to the requirement of Section 129(3) of the Companies Act, 2013 and Regulation 33 & Regulation 34 ofthe SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 [hereinafter referred as SEBI (LODR) Regulations, 2015] read with other applicable provisions and prepared in accordance with applicable IND AS, for financial year ended March 31, 2024. The Consolidated Financial Statements till the date of cessation of subsidiary is form part of this Annual Report.

A Report on the performance and financial position of the subsidiary company included in the Consolidated Financial Statements and their contribution to the overall performance of the Company is provided in Form AOC-1 and forms part ofthis Annual Report.

23. CORPORATE GOVERNANCE

As on 31st March, 2024, Paid- up equity Share Capital of the Company was not exceeding INR 10 Crores and Net worth was not exceeding INR 25 Crores; therefore, the provisions of the Corporate Governance as stipulated under Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company for the financial year ended 31st March, 2024. Hence, Corporate Governance Report is not required to be disclosed with Annual Report. It is pertinent to mention that the Company follows majority of the provisions of the corporate governance voluntarily as a part of Good Corporate Governance which have been included in this Board Report.

Further note that Paid up share capital of the Company increased from INR 8.25 crores to INR 14.25 crores, consequent to the allotment of 6,00,00,000 Equity shares on Rights Basis as on 3rd July, 2024. Therefore, the Board of Directors ensures that the Corporate Governance provisions stipulated in Regulation 15 of SEBI (LODR) Regulation 2015 will be complied by the company within six months from the date of allotment.

24. REPORT ON MANAGEMENT DISCUSSION ANALYSIS

As per Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed analysis ofthe Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

25. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism, through a Whistle Blower Policy, where Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the company in detection of fraud, but is also used as a Corporate Governance tool leading to prevention and deterrence of misconduct.

It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairman of the Audit Committee, where necessary. The Company ensures those genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization.

The Whistle Blower Policy is disclosed on the website of the Company at http://vijifinance.com/wp- content/uploads/2018/07/Whistle-Blower.pdf. No Person has been denied access to the Audit Committee.

26. SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ramesh Chandra Bagdi, Practicing Company Secretaries, Indore, to conduct the Secretarial Audit of the Company for year ended March 31, 2024. The Secretarial Audit Report given by the Secretarial Auditor ofthe Company is annexed as ANNEXURE-D and forms an integral part of this Report.

The qualification, reservation or adverse remark or disclaimer in Secretarial Audit report are as follows:-

27. STATUTORYAUDITORS

Shyam Nagori & Company, Chartered Accountants (Firm Registration No. 004573C), current Statutory Auditor term will be completed from the conclusion of 30th Annual General Meeting. Further, pursuant to Section 139(2) and other applicable provisions of the Companies Act, 2013 and upon recommendation of the Audit Committee, the Board of Directors of the Company at their meeting held on 03rd September, 2024, subject to the approval of the Shareholders at the ensuing Annual General Meeting, recommended the appointment of Dharmendra K Agarwal & Co., Chartered Accountants, (Firm Registration No. 025525C) as Statutory Auditors of the Company to hold office for a term of 5 (five) consecutive years, from the conclusion of 30th Annual General Meeting till conclusion of 35th Annual General Meeting to be held in calendar year 2029.

Further Dharmendra K Agarwal & Co., Chartered Accountants have given eligibility certificate that they comply with the conditions provided in Section 139(1) read with Section 141 ofthe Companies Act, 2013.

EXPLANATION TO AUDITOR'S REMARKS

The Auditors in their report have referred to the notes forming part of the Accounts which are self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer.

Further, there was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

28. COST AUDIT

The Company does not falls within the provisions of Section 148 of Companies Act, 2018 read with the Companies (Cost Records & Audit) Rules, 2014 as amended from time to time, therefore no such record are required to be maintained.

29. INTERNALAUDITORS

The Company has appointed Ms. Neha Bhadoriya, Chartered Accountant, as Internal Auditor of the Company and takes her suggestions and recommendations to improve and strengthen the internal control systems. Her scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas.

The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations including those relating to strengthening of the Company's risk management policies and systems.

30. CODE OF CONDUCT

The Board of Directors has laid down a Code of Conduct ("the Code") for all Board members and senior management personnel of your Company. This Code has been posted on the Company's website at the web link:http://vijifinance.com/wp- content/uploads/2019/08/CODE-OF-CONDUCT-SM-AND-BQARD.pdf.

31. CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES:

The Company has formulated and adopted the ‘Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information' which, inter alia, includes Policy for determination of "Legitimate Purpose" and ‘Code of Conduct for Prevention of Insider Trading' in Securities of VIJI FINANCE LIMITED in compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 ("the Regulations"). The Code is also available on the Company's website at the web-link given below: https://vijifinance.com/company-2/

The Company's Code of Conduct has been formulated to regulate, monitor and ensure reporting of trading by the Designated Persons and their immediate relatives towards achieving compliance with the Regulations and is designed to maintain the highest ethical standards of trading in Securities of the Company by persons to whom it is applicable. The Code lays down Guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with securities of the Company and cautions them ofthe consequences of violations. The Company's Code of Conduct was amended in line with the amendments brought in the Regulations by SEBI.

32. DISCLOSURE OF ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS:

The Financial Statement for the year ended 31st March 2024 has been prepared in accordance with Indian Accounting Standard ('Ind AS'). The Company is covered under the definition of NBFC. These Financial Statements of the Company are presented as per Schedule III (Division III) of the Companies Act, 2013 applicable to NBFCs, as notified by the Ministry of Corporate Affairs (MCA). These Financial Statements of the Company are presented in Indian Rupees ("INR"), which is also the Company's functional currency and all values are rounded to nearest rupees.

33. STATEMENT INDICATING DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Your Company has a well-defined risk management framework in place. The risk management framework works at various levels across the enterprise. The Board of Directors have developed & implemented Risk Management Policy for the Company which provides for identification, assessment and control of risks which in the opinion of the Board may threaten the existence of the Company. The Management identifies and controls risks through a properly defined framework in terms of the aforesaid policy.

34. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

Your Company recognizes its responsibility and continues to provide a safe working environment for women, free from sexual harassment and discrimination. In Compliance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has put in place a Policy on prevention of Sexual Harassment of Women at workplace and has duly constituted an Internal Compliant under the same.

There was no case of sexual harassment reported during the year under review. Further, the Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. LISTING OF SHARES

Company's shares are listed on National Stock Exchange of India Limited, BSE Limited and The Calcutta Stock Exchange Limited.

36. INSURANCE

The Company's assets are adequately insured against the loss of fire and other risk, as consider necessary by the Management from time to time.

37. DEPOSITORY SYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with both the Depositories

i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantage offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company's shares on either ofthe Depositories mentioned as aforesaid.

38. MATERIAL C HANGES & C OMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THE C OMPANY

No material changes and commitments affecting the financial position of the company have occurred between the end of the financial year to which the financial statements relate and the date of this Board's Report except Company has allotted 6,00,00,000 Equity shares on 3rd July, 2024 aggregating to INR 9.00 crores after obtaining necessary approval from all the authorities.

39. ENVIRONMENT AND SAFETY

The Company is engaged in the industry of providing services and not manufacturing of any goods, hence is a non-pollutant Company, however it has a deep concern for the protection and sustainability of environment owing to which it intends to be actively involved in activities for protection of environment. The Company emphasizes on reducing dependence on paper communications and encourages use of electronic means of communication which serves towards environmental protection and sustainable growth.

40. COMPLIANCE OF SECRETARIAL STANDARD

Your Company is in compliance with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) ofthe Companies Act, 2013.

41. OTHER DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions/events on these items during the year under review:- Company has not granted any stock option or issue sweat equity shares.

- Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.

- Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c) ofthe Companies Act, 2013).

- The has been no change in the nature of business of your company.

- The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending March 31,2024.

- No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect ofyour Company.

- There was no one time settlement of loan obtained from the Banks or Financial Institutions.

- There was no revision of financial statements and Board's Report ofthe Company during the year under review.

42. ACKNOWLEDGMENT

The Board of Directors would like to place on record their gratitude for the guidance and co-operation extended by Reserve Bank of India and the other regulatory authorities. The Board takes this opportunity to express their sincere appreciation for the excellent patronage received from the Banks and Financial Institutions and for the continued enthusiasm, total commitment, dedicated efforts of the executives and employees of the Company at all levels. We are also deeply grateful for the continued confidence and faith reposed on us by all the Stakeholders including Shareholders.