TO,
The Members,
Veefin Solutions Limited
(Formerly known as Veefin Solutions Private Limited
Your Directors take pleasure in presenting their 5th Annual Report on the Business and Operations of the Company and the Accounts for the Financial Year ended 31st March, 2025 (period under review).
1. FINANCIAL SUMMARY/
PERFORMANCE OF THE
COMPANY:
Particulars
Standalone
Consolidated 1
Total revenue from operations (including other income)
Total expenses
Profit before interest, depreciation & Taxes
Depreciation & Amortization
Profit before tax
Income tax expenses
Profit after tax
EPS
Basic g
Diluted g
Financial Performance
The Company's performance during the year ended 31st March, 2025 as compared to the previous financial year, is summarized below:
Standalone Financial Statements
The Total Revenue of the Company stood at Rs. 3,780.55 Lakhs for the year ended March 31,2025 as against Rs. 2078.21 Lakhs in the previous year. The Company has a Net Profit of Rs. 1,115.04 Lakhs for the year ended March 31, 2025 as compared to the Net Profit of Rs. 563.85 Lakhs in the previous year.
Consolidated Financial Statements
The Total Revenue of the Company stood at Rs. 8,044.37 Lakhs for the year ended March 31, 2025 as against Rs. 2,499.42 Lakhs in the previous year. The Company has a Net Profit of Rs. 1,625.92 Lakhs for the year ended March 31, 2025 as compared to the Net Profit of Rs. 739.35 Lakhs in the previous year.
2. DIVIDEND:
3. CHANGES IN NATURE OF BUSINESS:
4. SIGNIFICANT EVENTS
DURING THE FINANCIAL YEAR:
Details
Acquisition of 51.31% stake in Estorifi Solutions Limited (formerly known as Estorifi Solutions Private Limited)
Veefin Solutions Limited acquired 51.31% stake consisting of 10,526 Equity shares of Rs. 58 each (including premium of Rs. 48) each in Estorifi Solutions Limited, a group Company. The acquisition was completed on 14th June, 2024. Estorifi Solutions Limited is a related party of the Company engaged in the business of development of Embedded finance solutions i.e. integrating our lending solutions into non-financial platforms and applications. Pursuant to this acquisition, Estorifi Solutions Limited became Subsidiary Company of Veefin Solutions Limited.
Acquisition of 50.99% Stake in Infini Systems Limited (formerly known as Infini Systems Private Limited)
Veefin Solutions Limited acquired 50.99% stake consisting of 50,763 Equity shares of Rs. 180.81 each in Infini Systems Limited, a group company, on August 12th, 2024. Infini Systems Limited is a related party of the Company engaged in the business of Fraud and Risk Solutions provide Banks and Financial Institutions (Fl) with a suite of services, ranging from customer & vendor Digital Onboarding, Regulatory Compliant Know Your Customer (KYC) Management, Validating or Underwriting individuals or companies through Alternate Data sources and other such services. Pursuant to this acquisition, Infini Systems Limited became Subsidiary Company of Veefin Solutions Limited.
Acquisition of 100% stake in Nityo Tech Private Limited through its subsidiary Infini Systems Limited (formerly known as Infini Systems Private Limited)
Veefin Solutions Limited, through its subsidiary Infini Systems Limited acquired 100% stake consisting of 1,00,000 Equity shares of Rs. 15,000 each of Nityo Tech Private Limited. The acquisition was completed on September 27th, 2024. The company is engaged in business of offering IT and IT related services. The objects of acquisition were to Increase in revenue by getting access to the large client database across multiple geographies and generate additional revenue and building synergies by combining the resources and expertise of both entities to create new opportunities for growth and innovation.
Acquisition of 26% stake in Regime Tax Solutions Private Limited through its subsidiary Estorifi Solutions Limited (formerly known as Estorifi Solutions Private Limited)
Veefin Solutions Limited, through its subsidiary Estorifi Solutions Limited, acquired 26% stake consisting of 91,116 Equity shares of INR 3,565.62 each of Regime Tax Solutions Private Limited. The acquisition was completed on September 30,2024. Regime Tax Solutions Private Limited is engaged in business of technology solutions for AR / AP Automation and GST Input tax credit reconciliation. This strategic investment was undertaken with the objective of enhancing revenue streams and operational efficiency by integrating software offerings and consolidating client relationships across both entities.
Acquisition of 26% stake in Epikindifi Software & Solutions Private Limited through its subsidiary Estorifi Solutions Limited (formerly known as Estorifi Solutions Private Limited)
Veefin Solutions Limited, through its subsidiary Estorifi Solutions Limited, acquired 26% stake consisting of 3,88,926 DVR equity shares of Epikindifi Software & Solutions Private Limited. The acquisition was completed on February 14, 2025. Epikindifi provides software and IT-enabled services, including development, customization, and consulting for various sectors, and to deal in related hardware, electronics, and emerging technologies in India and abroad. The acquisition was aimed to add new revenue streams through digital retail lending across personal loans, green loans, BNPL schemes, credit cards, mortgage loans and SMEs loans in addition to its existing heft in working capital.
• Incorporation of a new Subsidiary Company in the name of Veefin Capital Private Limited
During the Financial Year 2024-2025, the Company incorporated a new Subsidiary Company "Veefin Capital Private Limited" on August 08,2024 with an Authorised share Capital of Rs. 25,00,000/- (Twenty- five Lakhs only) divided into 2,50,000 equity shares of flO each. The subsidiary was established as a non-banking financial company (NBFC) with the objective of structuring receivables of various corporates for financing through the PTC (Pass-Through Certificate) route. The Company applied to the Reserve Bank of India (RBl) for registration as an NBFC-Factors and received the in-principle approval on April 04, 2025, followed by the issuance of the Certificate of Registration (CoR) on June 09, 2025.
• Shifting of registered office from one place to another within local limit
During the Financial Year 2024-2025, the Company shifted its registered office within the local limits of the city. With effect from November 18, 2024, the registered office was relocated from: 601, 602 & 603, Neelkanth Corporate IT Park, Kirol Road, Vidyavihar (West), Mumbai - 400086 to Global One, 2nd Floor, 252, Lai Bahadur Shastri Marg, Kurla (West), Mumbai - 400070. The shift was undertaken to accommodate the Company's growing operational needs and to enhance accessibility and infrastructure in line with business expansion.
• Issuance and allotment
of equity shares to the
trust under the Veefin -
Employee Stock Option Plan, 2023
Date of Allotment
GO
Decem
ber 24,
2024
January 21, 2025
February 25, 2025
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
6. CHANGE IN THE MEMORANDUM OF ASSOCIATION OF THE COMPANY:
7. STATEMENT OF DEVIATION AND VARIATION UNDER REGULATION 32 OF SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.
Accordingly, there are no deviations or variations in the use of proceeds as there were no proceeds raised during the period under review. Hence, the requirement to submit a Statement of Deviation or Variation is not applicable.
8. SHARE CAPITAL
Authorised Capital
The Authorised Share Capital of the Company as on 31st March, 2025 is Rs. 25,00,00,000/- (Rupees Twenty Five crores only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) Equity shares of Rs. 10/- (Rupees Ten only) each.
Issued, Subscribed and Paid up Capital:
The Issued, Subscribed and Paid up Capital of the Company as at 31st March, 2025 is Rs. 23,97,34,070 (Rupees Twenty Three Crores Ninety Seven Lakhs Thirty Four Thousand Seventy Only) divided into 2,39,73,407 (Two Crores Thirty Nine Lakhs Seventy Three Thousand Four Hundred Seven) Equity Shares having face value of Rs. 10/- (Rupees Ten Only) each.
The changes in the Issued, Subscribed and Paid up Capital are as detailed below:
Sr.
No
1
2
3
4
Dematerialization of shares:
The equity shares of the Company are held in dematerialized form and are tradable only in the dematerialized segment of the stock exchange, as per the guidelines of the Securities and Exchange Board of India (SEBl). The shares are available in the depository systems of both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).
The International Securities Identification Number (iSIN) allotted to the Company's equity shares is INE0Q0M01015.
As on March 31,2025, the status of dematerialization of equity shares is as follows:
Name of the Depository
NSDL
CDSL
Physical
Total No. of shares
9. TRANSFER TO RESERVE: In accordance with the provisions of Section 134(3)(j) of the
Companies Act, 2013, the Board of Directors hereby state that no amount has been transferred to the General Reserve during the financial year ended March 31, 2025. The entire profit for the year has been retained in the Profit & Loss Account
10. STATEMENT OF AFFAIRS OF Information on the operations and financial performance, among
THE COMPANY: 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 SEBl (Listing Obligation and Disclosure Requirements) Regulations, 2015.
11. NON APPLICABILITY OF As per Provision to regulation Rule 4(l) of the companies (Indian
THE INDIAN ACCOUNTING Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R
STANDARDS: 111 (e) on 16th February, 2015, Companies whose shares are listed on
SME exchange as referred to in Chapter XB of SEBl (issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.
As your Company is listed on SME Platform of BSE Limited, 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 1st April 2017.
12. EMPLOYEE STOCK OPTION:
Employee Stock Option Plans (ESOP 2022 and ESOP 2023)
i. Implementation of ESOP Schemes
The Company has implemented two employee stock option schemes:
• 'Veefin - Employee Stock Option Plan, 2022' (ESOP 2022)
• 'Veefin - Employee Stock Option Plan, 2023' (ESOP 2023)
These were introduced to attract, retain, incentivize, and motivate eligible employees of the Company and its subsidiary or holding companies.
ii. Shareholder Approvals
• ESOP 2022 was approved by shareholders on 15th April, 2022
• Both ESOP 2022 and ESOP 2023 were ratified and approved on 15th May 2023.
iii. Compliance with SEBISBEB Regulations
• In accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB Regulations"), pre- IPO schemes must be aligned with the regulatory framework and ratified to enable fresh grants.
• Accordingly, the ESOP 2022 and ESOP 2023 schemes were ratified at the AGM held on 29th September 2023 to ensure compliance and operational flexibility.
iv. Enhancement of Option Pool under ESOP 2023
• Initially, the Company increased the ESOP 2023 pool from 15,00,000 to 25,00,000 options, approved at the AGM on 29th September 2023.
• Further, to support long-term growth and talent acquisition, the Company increased the pool by another 3,00,000 options, taking the total to 28,00,000 options, which was approved at the AGM held on 27th September 2024.
• These options are convertible into an equivalent number of equity shares of face value flO each upon exercise.
v. Trust Route for Scheme Administration
• The Company has adopted the trust route for ESOP 2023 through the creation of an irrevocable trust named 'Veefin Employee Welfare Trust'.
• This structure facilitates smoother execution, quicker share transfers, and offers support to employees during option exercises.
• The Nomination and Remuneration Committee (NRC) oversees the implementation and governance of the scheme.
vi. Details of Trustee
vii. Approval of Amended
ESOP 2023 Scheme
• It was subsequently approved by shareholders at the AGM held on 27th September 2024.
• The amended scheme allows for acquisition of equity shares via primary issuance and benefits both existing and future eligible employees.
• The amendments are employee-centric and aligned with the Company's long-term strategic goals.
viii. Loan to Trust
? Section 67(3) (b) of the Companies Act, 2013 ? Rulel6(l)(d) of the Companies (Share Capital and Debentures) Rules, 2014
? Relevant provisions under SEBI regulations
• The loan is repayable from proceeds received through sale/ transfer of shares, exercise price, or any other income, and aligns with the tenure of ESOP 2023.
ix. Equity Shares Allotted to the Trust during FY 2024-25
x. Regulatory Disclosures In compliance with Regulation 14 of SEBI SBEB Regulations, a detailed
statement on the Company's ESOPs as of 31st March 2025 is available at https://www.veefin.com
13. DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) & SENIOR MANAGERIAL PERSONNEL (SMP):
a. Composition & Constitution
of Board of Directors:
Sr. No.
5
6
7
8
9
* Mr. Gourav Saraf (DIN:0820485l) and Mr. Bhavesh Shamji Chheda (DIN: 08216993) were appointed as an Additional (Non- Executive) Independent Directors by the Board of the Directors at their meeting held on 26th August, 2024 and his appointment was regularized as a Non-Executive Independent Director in the Annual General Meeting held on 27th September, 2024.
** Mr. Matthew Simon Gamser (DIN:1072653l) was appointed as an Additional (Non- Executive) Director by the Board of the Directors at their meeting held on 26th August, 2024 and his appointment was regularized as a Non-Executive Director in the Annual General Meeting held on 27th September, 2024.
# Mr. Anand Malpani resigned as Non-Executive Independent Director of the Company with effect from 26th August, 2024.
b.Composition & Constitution
of Key Managerial Personnel:
Sr. No. Name
1 Ms. Payal Mehul Maisheri
2 Ms. Urja Harsh Thakkar
c. Composition & Constitution of Senior Managerial:
Mr. Sagar Ramesh Mahajan
Mr. Minesh Chopra
Mr. Chintan Lad
Mr. Jigar Shah
Ms. Binny Shah
Mr. Ketan Zaveri
Mr. Parag Ekbote
Mr. Shantanu Bairagi
Mr. Yusuf Rangwala
10
Mr. Jenish Shah
11
Mr. Gitesh Karnik
12
Mr. Parin Thaker
13
Mr. Tejas Sampat
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-third of the total number of directors (excluding independent directors) shall be liable to retire by rotation.
In terms of Section 152 of the Companies Act, 2013, Mr. Raja Deb- nath (DIN No. 07658567), Managing Director, who retires by rotation in terms of Section 152(6) of the Companies Act, 2013 and being eligible, offers himself for re-appointment at the 5th Annual General Meeting of the company scheduled to be held on Friday, 26th September, 2025 at 3:00 p.m.
e. Disclosures By Directors:
The Board of Directors has submitted notice of interest in Form MBP 1 under Section 184(l) 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 2024-2025 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.
14. INDEPENDENT DIRECTORS
a. Independent Director:
Mr. Anand Malpani resigned as Non-Executive Independent Director of the Company with effect from 26th August, 2024. Mr. Bhavesh Chheda & Mr. Gourav Saraf were appointed as Additional Non- Executive Independent Director on the Board of the Company effective August 26, 2024, for a term of five years. Their appointment was regularized as a Non-Executive Independent Director in the Annual General Meeting held on 27th September, 2024.
b. Declaration by Independent Directors
The Company has, inter-alia, received the following declarations from all the Independent Directors confirming that:
• They meet the criteria of independence as prescribed under the provisions of the Act, read with the Rules made thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company
• They have complied with the Code for Independent Directors prescribed under Schedule IV to the Act; and
• They have registered themselves with the Independent Director's Database maintained by the Indian Institute of Corporate Affairs.
The Board has taken on record the declarations and confirmations submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence.
c. Annual Evaluation by Board
Annual Evaluation by the Board in compliance with the Companies Act, 2013 and Regulation 19 read with Schedule II of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has conducted its annual performance evaluation. This evaluation examined the Board's performance, individual Directors and Committees.
A structured questionnaire was formulated, taking into account inputs from the Nomination and Remuneration Committee members. The questionnaire covered various aspects of the Board's functioning, including composition, communication and governance effectiveness.
Individual Directors, including the Chairman, underwent evaluation based on parameters such as meeting attendance, understanding of roles and contribution to discussions. The Independent Directors were assessed by the entire Board, while the Chairman and Non- Executive Directors were evaluated by the Independent Directors. Overall, the Directors expressed satisfaction with the evaluation process.
In the opinion of the Board, the Independent Directors appointed during the year possess requisite integrity, expertise, experience and proficiency.
d. Familiarisation Programme 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 Companv http://www.veefin.com .
e. Meetings
During the year under review, the Independent Directors met for 01 (one) time. The details of Board Meeting held and participation of Directors thereat is enumerated as below:
No.
Independent Directors attended
15. MEETINGS
no
Directors
attended
Attendance
The details of Board Meetings held from April 01, 2024 to March 31, 2025 and attendance of each Director thereat is as follows:
Meetings
# Mr. Anand Malpani resigned with effect from 26th August, 2024.
* Mr. Gourav Saraf (DIN:0820485l), Mr. Bhavesh Shamji Chheda (DIN: 08216993) and Mr. Matthew Simon Gamser (DIN:1072653l) were appointed in the Board meeting held on 26th August, 2024.
16. COMMITTEES OF BOARD
The Board as on date has four Committees of Board of Directors consisting of the following members:
i Audit Committee:
Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted an Audit Committee to assist the Board in its oversight responsibilities related to financial reporting, risk management, internal controls, and audit functions.
Composition of the Committee (as on date):
• Mr. Gourav Saraf - Chairman,
Non-Executive Independent Director
• Ms. Deepti Sharma - Member,
Non - Executive Independent Director
• Mr. Raja Debnath - Member,
Managing Director
The Committee was reconstituted in its meeting held on October 28, 2024, following the resignation of Mr. Anand Malpani and appointment of Mr. Gourav Saraf as Chairman.
The Committee is governed by a terms of reference, which is in line with the regulatory requirements mandated by the SEBI Listing Regulations and 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. modified opinion(s) 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 issue or rights issue or preferential issue or qualified institutions placement, 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.
ii. Nomination & Remunation Committee
In accordance with the provisions of Section 178 of the Companies Act, 2013, and Regulation 19 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Nomination and Remuneration Committee (NRC) Composition of the Committee (as on date):
• Ms. Deepti Sharma - Chairperson, Non-Executive Independent Director
• Mr. Gourav Saraf - Member, Non-Executive Independent Director
• Mr. Ajay Rajendran - Member, Non - Executive Director
The Committee was reconstituted at the meeting held on October 22, 2024, following the resignation of Mr. Anand Mal- pani and appointment of Mr. Gourav Saraf as a Member
The Board has in accordance with the aforementioned provisions, 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.
iii. Stakeholders' Relationship Committee
Pursuant to the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Stakeholders' Relationship Committee to specifically look into and resolve the grievances of security holders of the Company.
• Mr. Gourav Saraf - Chairman (Non-Executive Independent Director)
• Mr. Raja Debnath - Member (Managing Director)
• Mr. Gautam Vijay Udani - Member (Whole-time Director)
The Committee was reconstituted in the meeting held on March 13, 2024, following the resignation of Mr. Anand Mal- pani. Mr. Gourav Saraf was appointed as the Chairman of the Committee.
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.
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.
5. Resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance of security cover and any other covenants.
Status of Investor Complaints (as on date):
• Number of complaints received during the year: Nil
• Number of complaints resolved: Not applicable
• Number of complaints pending as on date: Nil
All investor grievances are being monitored and resolved via the SEBI SCORES platform and the Company's RTA.
iv. Internal Complaint Committee
In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") and the Companies Act, 2013, the Company has constituted an Internal Complaints Committee (ICC) to consider and redress complaints of sexual harassment at the workplace.,
Composition of the Committee:
The ICC has been duly constituted as per the requirements of the POSH Act and comprises the following members:
• Ms. Payal Maisheri - Chairperson
• Mr. Gautam Udani - Member
• Ms. Urja Thakkar - Member
• Ms. Pritha Dubey - External Member
In accordance with Section 134(3) (q) of the Companies Act, 2013 and Rule 8(5) (xi) of the Companies (Accounts) Rules, 2014, the Company confirms that it has complied with the provisions relating to the constitution of ICC under the POSH Act. The objectives of the Internal Complaint Committee to Prevent Sexual Harassment of Women at the Workplace are as follows:
1. To implement a zero-tolerance policy against sexual harassment of women at the workplace in accordance with the POSH Act.
2. To ensure a safe and secure working environment for women employees, free from gender-based discrimination and harassment.
3. To receive and address complaints of sexual harassment in a timely and confidential manner.
4. To create awareness and conduct regular sensitisation programs for employees on prevention of sexual harassment.
5. To ensure procedural fairness, due process, and provide adequate support to complainants during inquiry proceedings.
6. To recommend appropriate disciplinary actions based on findings of inquiries and support the implementation of remedial measures.
7. To maintain records of complaints, inquiries conducted, and action taken, and submit annual reports to the District Officer as required under the POSH Act.
17. BOARD EVALUATION:
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, Rule 8(4) of the Companies (Accounts) Rules, 2014, and Regulations 17(10), 19(4), and Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has formulated and implemented a formal Evaluation Policy for assessing the performance of the Board as a whole, its Committees, and individual Directors including Executive and Independent Directors.
The evaluation process is conducted annually and is aimed at improving the overall effectiveness of the Board's functioning. As part of the process, feedback was obtained from all Directors through a structured questionnaire, covering various aspects.
In accordance with the framework, the performance of Non- Independent Directors, the Chairperson, and the Board as a whole was evaluated by the Independent Directors in their separate meeting, as prescribed under Schedule IV of the Companies Act, 2013. Further, the performance evaluation of the respective Board Committees, as well as that of Independent and Non-Independent Directors, was carried out by the Board, excluding the Director being evaluated, thereby ensuring objectivity and transparency in the process. The outcome of the evaluation reflected a high level of satisfaction among the Directors and highlighted the Board's strong commitment to governance and strategic oversight.
18. MANAGEMENT DISCUSSION 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:
POSH Policy
Nomination and Remuneration Policy
Criteria or Policy for making payments to NED
Policy on Materiality of related party transaction
Preservation of Documents and Archival Policy
Policy for determination of Materiality of Events
Code of Conduct for BOD & SMP
Terms and Condition for Appointment of Independent Director
Policy On Identification of Group Companies, Material Creditors
The policy lays down the criteria for identifying group companies and material creditors based on defined thresholds. It ensures transparency and consistency in disclosures as required under applicable regulatory frameworks.
Vigil Mechanism and Whistle Blower Policy
This policy establishes a Vigil Mechanism (Whistle Blower Mechanism) that provides a channel to the employees and Directors of the Company to report to the Management instances of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The vigil mechanism is required to provide adequate safeguards against victimization of persons who use such mechanisms.
Code of Practices and Procedures for UPSI
The code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information without advantage to any particular person(s).
Code of Conduct for Prohibition of Insider Trading
The code outlines the principles and procedures to prevent insider trading by regulating the communication and trading of unpublished price sensitive information, in accordance with SEBI (PIT) Regulations.
Corporate Social Responsibility Policy
The policy outlines the Company's approach towards undertaking Corporate Social Responsibility activities, focusing on sustainable development and social welfare in line with the provisions of the Companies Act, 2013.
Risk management Policy
The policy provides a framework for identifying, assessing, and managing risks that may impact the Company's business objectives, ensuring a structured and consistent approach to risk mitigation.
21. AUDITORS
i. Statutory Auditors:
At the Third Annual General Meeting held on September 29, 2023, the members approved the appointment of M/s. A D V & Associates, Chartered Accountants (Firm Registration No. 128045W) as the Statutory Auditors of the Company. Their appointment is for a term of five consecutive years, commencing from the conclusion of the Third AGM and continuing until the conclusion of the Eighth AGM, scheduled to be held in the year 2028. Pursuant to the provisions of Section 139(l) of the Companies Act, 2013, as amended, the Company is not required to seek shareholders' approval every year for the continuation of the statutory auditors during their approved term. The Auditor's Report for the financial year ended March 31,2025, contains no qualifications, reservations, or adverse remarks. The report is clean and unmodified.
The Notes to the Financial Statements are self-explanatory and do not require any additional comments or clarifications from the Board.
ii. Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Board of Directors of the Company at its meeting held on September 01, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s Maharshi Ganatra and Associates, a firm of the Company Secretaries in Practice (c.P. No 14520) as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029- 30, subject to approval of the Members at the ensuing AGM. The Secretarial Audit Report for the financial year ended 31st March, 2024 is appended to this Report in Form MR-3. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark.
The Secretarial Audit Report (MR-3) forms part of this Annual Report as "(Annexure-l)" to the Directors Report.
The Company does have material subsidiaries, however, the provisions of Regulation 24A of the Listing Regulations pertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.
iii. Cost Audit & Maintenance of Cost Records:
The Cost Audit as specified by the Central Government under subsection (l) 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:
23. VIGIL MECHANISM/WHISTLE BLOWER:
24. RISK MANAGEMENT:
25. INTERNAL FINANCIAL CONTROLS:
26. DETAILS OF SUBSIDIARY/
JOINT VENTURES/ASSOCIATE
COMPANIES:
• Associates: During the
year under review, the Company does not have any associate Companies.
• Subsidiaries: During the
year under review, the Company has 8 Subsidiary Companies
i. Veefin Solutions Limited - Dhaka, Bangladesh
ii. Veefin Solutions FZCO - Dubai, United Arab Emirates
iii. FinFuze Software Private Limited
iv. GlobeTF Solutions Private Limited
v. IDVee Digital Labs Private Limited
vi. Estorifi Solutions Limited1
vii. Veefin Capital Private Limited2
viii. Infini Systems Limited3
'Estorifi Solutions Limited became subsidiary Company of Veefin Solutions Limited w.e.f. June 14,2024 and was classified as a Material Subsidiary w.e.f April 1,2025
• Step - down Subsidiaries
During the year under review, the Company has 5 Step - down Subsidiary Companies.
i. Chain Fintech Solutions Limited
ii. Nityo Tech Private Limited1
iii. Regime Tax Solutions Private Limited2
iv. Epikindifi Software & Solutions Private Limited3
v. White Rivers Media Solutions Private Limited4
'Nityo Tech Private Limited became step-down subsidiary of Veefin Solutions Limited w.e.f. September 27, 2024 and was classified as a Material Subsidiary w.e.f April 1, 2025.
During the year under review, no company ceased to be a subsidiary of the Company.
The details of Subsidiary Company are attached as Annexure II in AOC-1.
• Joint Ventures:
During the year under review, the Company does not have any associate Companies.
27. COMPLIANCE WITH SECRETARIAL STANDARDS:
28. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
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.
2024-2025
Foreign Exchange Outgo
5400.66 Lakhs
Foreign Exchange Earning
51,437.45 Lakhs
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.
There have been material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this report. These are as follows:
i Acquisition of 26.55% stake in White Rivers Media Solutions Private Limited through its subsidiary Infini Systems Limited (formerly known as Infini Systems Private Limited)
Between the end of the financial year 2024-2025 and the date of report Veefin Solutions Limited, through its subsidiary Infini Systems Limited, acquired 26.55% stake consisting of 3,932 Equity shares along with majority Board control of White Rivers Media Solutions Private Limited. The acquisition was completed on July 02, 2025. This strategic investment was undertaken with the objective of enhancing revenue streams and operational efficiency by integrating software offerings and consolidating client relationships across both entities.
ii. In accordance with the Company's Policy on determining material subsidiaries, the following entities were identified as material subsidiaries subsequent to the close of the financial year ended March 31, 2025, based on their turnover or net worth as on March 31, 2025, exceeding 10% of the consolidated turnover or net worth of the Company for the immediately preceding financial year:
• Infini Systems Limited
• Estorifi Solutions Limited
• Epikindifi Software & Solutions Private Limited
• Nityo Tech Private Limited
34. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company maintains a zero-tolerance stance towards sexual harassment in the workplace. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the associated rules, we have implemented a comprehensive policy to prevent, prohibit, and address incidents of sexual harassment. This policy is publicly available on the Company's website at https://www.veefin.com/corporate-policies.php
The Company has duly constituted an Internal Complaints Committee (ICC) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The ICC is responsible for addressing complaints of sexual harassment in a timely, fair, and confidential manner, ensuring a safe and respectful work environment for all employees.
Details of Complaints Handled During the Financial Year:
Sr. No. Particulars
2 Number of complaints disposed of during the
year
2 Number of cases pending for more than ninety days
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
The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company's website at www.veefin.com .
37. DETAILS OF APPLICATIONS MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE 2016:
38. HUMAN RESOURCES:
Category
Male
Female
Total
Maternity benefit compliance
39. DIRECTORS'
RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the board of Directors, to the best of their knowledge and ability, confirm that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.
ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit/loss of the Company for that period.
iii. They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. They have prepared the annual accounts on a going concern basis.
v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.
vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial 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 financial controls were adequate and effective during the financial year 2024-2025
40. OTHER DISCLOSURES:
i. DISCLOSURE UNDER SECTION 43(a)00 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(l)(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.
V. DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:
There were no instances where your Company required the valuation for one time settlement or while taking the loan from the Banks or Financial institutions.
vi. COMPLIANCE WITH CORPORATE ACTIONS DURING THE YEAR:
There was no failure to implement any Corporate Action during the year.
41. REPORTING OF FRAUD:
42. SEBI COMPLAINTS REDRESS SYSTEM (SCORES):
43. SHAREHOLDING OF
No other Director (except as mentioned below) holds any shares in
DIRECTORS AS ON MARCH 31,
the Company.
2025:
Shareholding at the beginning of the year
Shareholding at the end of the year.
44. OTHER INFORMATION:
a. 5th Annual General Meeting
b. Financial Calendar for the year 2024-2025
c. Listing of Equity Shares on Stock Exchange and Stock
Listing on Stock Exchange: BSE SME,
Codes
Phiroze Jeejeebhoy Towers, Dalai 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:
Year
Time
e. Extra Ordinary General
During 2024-2025, no Extra Ordinary General Meeting (EGM) of
Meeting:
shareholders was held.
f. Postal ballots
During 2024-2025, the Company sought the approval of the shareholders by way of postal ballot, the details of which are given below.
Postal Ballot vide notice dated March 27, 2024, on the following Resolution(s):
• Approval of Material Related Party Transactions of Veefin Solutions Limited (Company) with its Related parties. - Ordinary Resolution
• Approval of Material Related Party Transactions between FinFuze Software Private Limited, a subsidiary of the Company with its Related parties and the Related parties of the Company. - Ordinary Resolution
• Approval of Material Related Party Transactions between GlobeTF Solutions Private Limited, a subsidiary of the Company with its Related parties and the Related parties of the Company. - Ordinary Resolution
• Approval of Material Related Party Transactions between IDVee Digital Labs Private Limited, a subsidiary of the Company with its Related parties and the Related parties of the Company. Ordinary Resolution
The Voting period was from Saturday, April 06, 2024 (9.00 AM Indian Standard Time) and ends on Sunday, May 05, 2024 (5.00 PM Indian Standard Time) and the e-voting module was disabled / blocked after 5.00 PM on Sunday, May 05, 2024. The consolidated report on the result of the postal ballot through remote e-voting for approving the aforementioned resolutions was provided by the Scrutiniser on Monday, May 06, 2024.
g. Registrar and Share Transfer Agent (RTA)
Bigshare Services Private Limited
Office No. S6-2, 6th Floor Pinnacle Business Park, Next to Ahura Centre Mahakali Caves Road, Andheri (East). Tel: 022-6263 8200.
Website: https://www.bigshareonline.com/
h. Share transfer system:
As per SEBI Notification No. SEBl/LAD-NRO/GN/2018/24 dated June 8, 2018 and further amendment vide Notification No. SEBl/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.
i. Distribution of shareholding as on 31st March, 2025:
Nominal Value of Shares: Rs. 10
Sr No
Shareholding Of Nominal
Of
Share
holders
99999999
j. Compliance with mandatory and non-mandatory requirements of the Listing Regulations
45. 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.
Form No. MR-3
Secretarial Audit Report for the Financial Year Ended March 31, 2025
[Pursuant to section 204(l) of the Companies Act, 2013 and Rule No.
9 of the Companies (Appointment and Remuneration Personnel)
Rules, 2014]
To,
(Formerly known as Veefin Solutions Private Limited),
CIN: L72900MH2020PLC347893,
Global One, 2nd Floor, Office 1, Cts No 252 252 1, Opp Sbi, Lbs Marg,
Kurla(w), Maharashtra, India, 400070, India
We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Veefin Solutions Limited (Formerly known as Veefin Solutions Private Limited), (hereinafter referred as "the company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our Opinion thereon.
Based on our verification of the Company's books, papers, minutes book, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and subject to letter annexed herewith, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2025, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:
We have examined the books, papers, minutes book, forms and returns filed and other records maintained by Veefin Solutions Limited (Formerly known as Veefin Solutions Private Limited) ("The Company") for the financial year ended on March 31, 2025 according to the provisions of:
i. The Companies Act, 2013 (the Act) and the rules made there under;
ii. The Securities Contracts (Regulation) Act, 1956 ("SCRA") and the rules made there under;
iii. Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018 and Bye-laws Framed there under;
iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial borrowings
v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India
Act, 1992 ('SEBI Act'): -
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c. The Securities and Exchange Board of India (issue of Capital and Disclosure Requirements) Regulations, 2018;
d. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;
e. The Securities and Exchange Board of India (issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable during the review period)
f. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with Client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable during the review period)
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable during the review period)
i. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
vi. As informed and certified by the management, there are no laws that are specifically applicable to the
business activities carried on by the Company based on its section/industry.
We have also examined compliance with the applicable clauses of the following:
a. Secretarial Standards issued by The Institute of Company Secretaries of India.
b. The Listing Agreements entered into by the Company with the Stock Exchange read with the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations,
Guidelines, Standards, etc. mentioned above to the extent applicable:
We further report that the Board of Directors of the Company is duly constituted with proper balance of
Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
All the Board/Committee decisions are taken unanimously.
We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.
We further report that during the audit period none of the following events has taken place:
i. Public/Right/Preferential issue of shares / debentures/sweat equity, etc.
ii. Redemption / buy-back of securities
iii. Major decisions taken by the members in pursuance to section 180 of the Companies Act, 2013
iv. Merger / amalgamation / reconstruction, etc.
v. Foreign technical collaborations
Annexure A
Veefin Solutions Limited (Formerly known as Veefin Solutions Private Limited),
CIN: L72900MH2020PLC347893 Global One, 2nd Floor, Office 1,
Cts No 252 252 1, Opp Sbi, Lbs Marg, Kurla(w), Maharashtra,
India, 400070, India
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express as opinion on these secretarial records based on our audit.
2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.
4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations, standards are the responsibility of management. Our examination was limited to the verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries or associate companies or joint ventures
Part A Subsidiaries
1. Veefin Solutions Limited - Dhaka, Bangladesh
2. Veefin Solutions FZCO - Dubai, United Arab Emirates
3. FinFuze Software Private Limited
4. GlobeTF Solutions Private Limited
5. IDVee Digital Labs Private Limited
6. Infini Systems Limited (Formerly known as Infini Systems Private Limited)
7. Estorifi Solutions Limited (Formerly known as Estorifi Solutions Private Limited)
8. Veefin Capital Private Limited
9. Nityo Tech Private Limited
10. Chain Fintech Solutions Limited
11. EPIKInDiFi Software & Solutions Private Limited
12. Regime Tax Solutions Private Limited
I Particulars
Name of the subsidiary
The date since when subsidiary was acquired
Reporting period for the subsidiary concerned, if different from the holding company's reporting period
30.06.2025
31.12.2025
31.03.2025
Reporting currency and Exchange rate as on the last date of the relevant financial year in the case of foreign subsidiaries
Fixed capital
Current capital (Reserve & Surplus)
Total assets
Total Liabilities
Total Liabilities (with Net worth)
Investments
Turnover
Profit before taxation
Provision for taxation
Profit after taxation
Proposed Dividend
Extent of Contribution (in percentage)
I Details
Infini Systems Limited
12/08/2024
01.04.2024-
15.77
17,983.26
18,683.05
577.48
15,004.28
85.81
(49.23)
9.16
(58.39)
-
32.18%
Form AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (l) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's length basis: The Company does not have any contracts or arrangements or transactions which are not at arm's length basis
2. Details of material contracts or arrangement or transactions at arm's length basis
Duration of the contracts / arrangements / transactions
Salient terms of the contracts / arrangements / transactions including the value, if any
Amount paid as advances, if any
1.
FY 2024-25
558.00
NIL
2.
2) Loan Repaid
3) Outstanding Loan
1) 513.17
2) 389.97
3) 123.20
3.
4) Interest Received
5) Sale of Services
1) 18.84
2) 0.28
3) 19.12
4) 0.55
5) 4.30
4) Interest Paid
5) Sale of Fixed Assets
6) Sale of Services
1) 2,970.19
2) 1,236.57
3) 1,826.86
4) 55.21
5) 8.42
6) 93.27
1) 451.35
2) 417.93
3) 40.56
4) 4.74
5) 10.15
6) 40.91
6.
2) Outstanding Loan
3) Interest Paid
1) 6.21
2) 147.90
3) 12.68
Salient terms of the
Date of ap-
contracts / arrange-
provalby the
ments / transactions
Board, if any
including the value, if any
7.
l) 144.69
27.03.2024
2) 137.04
3) 1.23
4) 9.81
5) 20.00
6) 22.72
7) Sale of Fixed
7) 1.70
8.
1) 0.03
2) 0.10
3) 1.06
9.
Payal Maisheri Chief Financial Officer
30.00
10.
12.78
11.
1) 382.64
2) 381.67
3) 1.04
4) 30.00
12.
1) 572.38
2) 605.16
3) 0.08
4) 19.73
Disclosure of
Managerial
Remuneration
[Pursuant to Section 197 of the Companies Act, 2013 and Rule 5(l) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]
Disclosure of Managerial Remuneration
A. Ratio of remuneration of each Director to the median remuneration of the employees of the Company for FY 2024-2025 as well as the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary is as under:
Name of Director /
Key Managerial Personnel
Non-Executive Director
Mr. Ajay Rajendran
Ms. Deepti Sharma
Mr. Anand Malpani
Mr. Bhavesh Shamji Chheda
Mr. Gourav Saraf
Mr. Afzal Mohammed Modak
Mr. -Matthew Simon Gamser
Executive Director
Mr. Gautam Udani
Mr. Raja Debnath
Key Managerial Personnel (KMP)
Ms. Urja Thakkar
Ms. Payal Maisheri
Note:
A. Remuneration includes sitting fees and commission for Non-Executive Directors.
B. Percentage increase in the median remuneration of employees in FY 2024-2025: 6%
C. Number of permanent employees on the rolls of the Company as on March 31, 2025: 252
D. Comparison of average percentile increase in salary of employees other than the managerial personnel and the percentile increase in the managerial remuneration:
Average increase in salary of employees (other than managerial personnel)
Average increase / decrease in remuneration of managerial personnel
E. Affirmation: It is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and other employees is as per the Remuneration Policy of the Company. The Company's remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the Company endeavor to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.
F. Details Pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and forming part of the directors report for the year ended 31st March, 2025.
The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection with the Company. In terms of the proviso to Section 136(l) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. Any Member interested in obtaining a copy of the same may write to the Company Secretary at investors@veefin.com .
Certificate Of Non-Disqualification Of Directors
(Pursuant to Regulation 34(3) and Schedule V Para C clause (10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015) FOR THE FINANCIAL YEAR ENDED 31 MARCH, 2025)
The Members of
CIN: L72900MH2020PLC347893 Global One, 2nd Floor, Office 1,CTS No 252 252 l,Opp SBI,
LBS Marg Kurla (w), Mumbai,
Maharashtra, India, 400070
We have examined the relevant Registers, records, forms returns and disclosures provided by the Directors (as enlisted in Table A) of Veefin Solutions Limited (Formerly known as Veefin Solutions Private Limited) having CIN: L72900MH2020PLC347893 and having registered office at Off No - Global One, 2nd Floor, Office 1, CTS No 252 252 l,Opp SBI, LBS Marg Kurla (w), Mumbai,Maharashtra, India,400070 (hereinafter referred to as "the Company"), for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
In our opinion and to the best of our information and according to the verifications (including Directors identification Number (DIN) status at the portal www.mca.gov.in ) as considered necessary and based on the disclosures of the Directors, we hereby certify that none of the Directors on the Board of the Company (as enlisted in Table A) have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority for the period ended as on March 31, 2025
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5.
*Mr. Anand Nandkishore Malpani has resigned from the Company with effect from 26th August, 2024.
Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.
Declaration regarding Compliance by Board Members and Senior Management Personnel with the Company's Code of Conduct
I, Raja Debnath, Managing Director of Veefin Solutions Limited (Formerly known as Veefin Solutions Private Limited) hereby declare that all the members of the Board of Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct, as applicable to them, for the year ended 31st March, 2025.
Annual Report on Corporate Social Responsibility (CSR)
(Pursuant to the Companies (Corporate Social Responsibility) Rules, 2014)
1. Brief outline on CSR Policy of the Company - Veefin Solutions Limited's CSR policy shows a clear commitment to going beyond profits by focusing on social, economic, and environmental development in its communities. It aligns with the legal requirements under the Companies Act, 2013, ensuring that CSR efforts are structured and accountable. The policy emphasizes integrating ethical and sustainable practices into the company's core operations rather than treating CSR as a separate activity. The focus on helping underprivileged communities and contributing to nation-building highlights the company's goal of making a meaningful and lasting social impact. Overall, the policy reflects Veefin Solutions' dedication to balancing business success with social responsibility. This Policy is available on the Company's website - www.veefin.com
2. Composition of CSR Committee: As the amount required to be spent by the Company on CSR activities during the financial year does not exceed f50 lakh, the constitution of a CSR Committee is not applicable in accordance with the provisions of Section 135 of the Companies Act, 2013 read with Rule 5(l) of the Companies (CSR Policy) Rules, 2014. The functions of the CSR Committee are accordingly being discharged by the Board of Directors.
3. Provide the web-link(s) where Composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the website of the company: www.veefin.com
4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable:
The provision relating to Impact Assessment of CSR projects under sub-rule (3) of Rule 8 of the Companies (CSR Policy) Rules, 2014 is not applicable to the Company, as the criteria prescribed therein are not met.
5. a. Average net profit of the company as per sub-section (5) of section 135 - Rs 44,334,097
b. Two percent of average net profit of the company as per sub-section (5) of section 135. - Rs 8,86,682
c. Surplus arising out of the CSR Projects or programmes or activities of the previous financial years. - Not Applicable
d. Amount required to be set-off for the financial year, if any. - Not Applicable
e. Total CSR obligation for the financial year [(b) + (c)-(d)]. - Rs 8,86,682
6. a. Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project. - Rs 9,50,000
b. Amount spent in Administrative Overheads. - Nil
c. Amount spent on Impact Assessment, if applicable. - Not Applicable
d. Total amount spent for the Financial Year [(a) + (b) + (c)]. - Rs 9,50,000
e. CSR amount spent or unspent for the Financial Year: - Rs 9,50,000
Amount Unspent
Total Amount Spent for the Financial Year
Rs 9,50,000
f. Excess amount for set off, if any
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0)
00
(iii)
(iv)
(v)
7. Details of CSR amount spent/ unspent for the preceding three financial years: Not Applicable
Financial
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial Year: No
9. Specify the reason(s) if the company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable
a.Register on SCORES Portal (SEBI)
b.Mandatory details for filing complaints on SCORES:
i.Name, PAN, Address, Mobile Number, E-mail ID
c.Benefits:
i.Effective Communication
ii.Speedy redressal of the grievances