The Members of
Vani Commercials Limited
Your Directors have pleasure in presenting the 38 Director's Report of
yourCompany together with the Audited Financial Statements (Standalone andConsolidated)
along with Auditors' Report for the Financial Year ended 31 March, 2025. 

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANY'S AFFAIRS

(a) Financial Highlights


  

    

    
Standalone
    
Consolidated
    
  
  

    
Particulars
    
Current Year
    
Previous Year
    
Current Year
    
Previous Year
  
  

    
Total Income
    
3,40,95,936
    
3,15,41,871
    
3,40,95,936
    
3,15,41,871
  
  

    
Total Expenses
    
(2,92,83,013)
    
(2,55,10,254)
    
(2,92,83,013)
    
(2,55,20,927)
  
  

    
Pro t (Loss)
    before tax
    
48,12,923
    
60,31,617
    
48,12,923
    
60,20,944
  
  

    
Current Tax
    
12,51,360
    
15,60,000
    
12,51,360
    
15,60,000
  
  

    
Provision for
    Standard Assets
    
0
    
12,02,510
    
0
    
12,02,510
  
  

    
Deferred Tax
    
0
    
10,512
    
0
    
10,512
  
  

    
Provision for
    Statutory Reserve
    
9,62,585
    
8,92,221
    
9,62,585
    
8,92,221
  
  

    
Provision for
    standard assets of NBFCs
    
0
    
12,02,510
    
0
    
12,02,510
  
  

    
Pro t/(Loss)
    after Tax
    
25,98,978
    
23,66,374
    
25,98,978
    
23,55,701
  
  

    
Net Pro t
    Transferred to Reserves
    
0
    
0
    
0
    
0
  
  

    
Earnings
    per share
    

    

    

    

  
  

    
Basic
    
0.22
    
0.28
    
0.22
    
0.28
  
  

    
Diluted
    
0.22
    
0.28
    
0.22
    
0.28
  


(i) Highlights of the Company's Performance (Standalone) for the year
ended 31 March,2025 are as under:

During the year under review, your Company recorded Total Standalone
Turnover of Rs.3,40,95,936/- (previous year Rs. 3,15,41,871/-
The Company recorded a Net Pro t of Rs. 25,98,978/- during the
Financial Year ended 31 March, 2025 as compared to Net Pro t of Rs. 23,66,374/- in the
previous year.
Further, as the Company is a Non-Deposit Accepting NBFC, it made
provision for Standard Assets in Terms of Section 134 (3) (j) of The Companies Act, 2013.

(ii) Highlights of the Company's Performance (Consolidated) for the
year ended 31 March,2025 are as under:

During the year under review, your Company recorded Total Consolidated
of Rs.3,40,95,936/- (previous year 3,15,41,871/-). The Companyrecorded a Net Pro t of Rs.
25,98,978/- during theFinancial Year ended 31 March, 2025 as againstNet Pro t of Rs.
23,55,701/- in the previous year. 
Further, as the Company is a Non-Deposit Accepting NBFC, it made
provision for Standard Assets in Terms of Section 134 (3) (j) of The Companies Act, 2013.

(b) Capital Structure

The Authorized Share Capital as at 31 March, 2025 stood at
`13,05,00,000/- (Rupees Thirteen Crore Five Lakh Only) divided into 13050000 (One Crore
Thirty Lakh FiftyThousand) Equity Shares of Rs. 10/- (Rupees Ten Only)each and the paid-up
Equity Share Capital as at 31 March, 2025 stood at `11,74,06,200 /- (Rupees Eleven Crore
Seventy Four Lakh Six Thousand Two Hundred Only) divided into 11740620 (One Crore
Seventeen Lakh Forty Thousand Six Hundred Twenty) equity shares of Rs. 10/- (Rupees Ten
Only) each. During the year under review, no changes has been reported in the authorized
and paid up share capital of the Company.
(c) Transfer to Reserves in Terms of Section 134 (3) (J) ofthe
Companies Act, 2013


For the Financial Year ended 31 March, 2025, the Company has not
proposed to carry any amount to the General Reserve Account.

(d) Transfer to Statutory Reserves

For the financial year ended 31 March, 2025, the Company has earned Net
profit of Rs. 25,98,978/- and therefore, has transferred 20% of the Net Pro ts to
Statutory Reserve Account as required under the provisions of Section 45-IC of RBI Act,
1934. 

(e) Dividend
The Board does not recommend any dividend, due tomeager profit in the
Financial Year 2024-25. 

(f) Loans

The Company has taken unsecured loans from one of its directors for Rs.
3.67 Lakh in the Financial Year 2024-25 in its ordinary course of business.

(g) Material Changes and Commitments, if any, affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report

There are no material changes and commitments occurred which affect the
financial position of the Company between the end of the financial year and date of
report. 

2. PUBLIC DEPOSITS


During the year under review, your Company did not accept any deposits
from the public in terms of the provisions of Chapter V of the Companies Act, 2013 and
under provision of Section 45-IA of the RBI Act, 1934. 

3. CHANGE IN THE NATURE OF THE BUSINESS


During the year, there is no change in the nature of the business ofthe
Company.

4. FUTURE OUTLOOK


Your Company is very well positioned to take advantage of ever
increasing demand for the retail and MSME credit, personal loans, business loans,
education loans, loan against property, residential and commercial loan. So in this way,
your Directors are hopeful to achieve better results in the coming years.
Further, the Company has started digital platform for granting loan
facility to eligible borrowers which are in progress till date of report, so that the
Company can maintain quality and many other benefits from various angles.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) CHANGES IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGES
IN BOARD OF DIRECTORS

During the Financial Year ended 31 March, 2025, the following changes
were made in Board of Directors of Company :
· Mr. Harish Kumar Sahdev (DIN:09651019)resigned from the post
of Non-ExecutiveIndependent Director w.e.f. 1 April, 2024. Further, he has also con rmed
in his resignation letter that there were no other material reasons for his resignation
other than those mentioned in his resignation letter.
· On the recommendation received from the Nomination and
Remuneration Committee, Mr. Shubham Arora (DIN: 08457037) has been appointed as Additional
Director in the category ofNon-Executive Independent Director of theCompany w.e.f. 23
February, 2024. 
Earlier, the Company was planning to schedule the General Meeting for
the preferential issue of equity shares. However, due to some reason the said proposal
could not be taken further and the time limit to regularize Mr. Shubham Arora as
Independent Director of the Company within 3 months of the date of his appointment as
Additional director of the Company at the Boardmeeting of the Company
held on Friday, 23 February, 2024 got lapsed.
Accordingly, his appointment was regularized bythe shareholders of the
Company at the 37Annual General Meeting held on Friday, 27 September, 2024.
l Mr. Pranay Kumar Tayal (DIN: 10649067) was appointed as an Additional
Director categorized asNon-Executive Independent Director of theCompany w.e.f. 30 May,
2024 on recommendations received from the Nomination and Remuneration Committee.Further,
Mr. Pranay Kumar Tayal could not be regularized as Independent Director of the Company
within 3 months of the date of his appointment as
Additional director of the Company at the Boardmeeting of the Company
held on Thursday, 30 May, 2024 due to the reason of unavailability of his Certificate of
passing ID Pro ciency test within the prescribed time limit and therefore, it was decided
by the management to take up his regularization at the ensuing General meeting of the
Company.
Accordingly, the appointment Mr. Pranay KumarTayal was regularized by
the shareholders in theirAnnual General Meeting held on Friday, 27 September, 2024.
· The designation of Mrs. Binal Jenish Shah was changed from
Whole-Time Director to Non-Executive Non-Independent Director of theCompany w.e.f. 10
August 2024 at the meeting ofthe Board held on 10 August 2024 upto the date ofconclusion
of General Meeting of the Companyand subsequently shareholders had approved thechange in
designation at the 37 Annual GeneralMeeting of the Company held on Friday, 27 September,
2024.
· Mr. Gaurav Malhotra (DIN: 07351641) was appointed as an
Additional Director categorized asNon-Executive Independent Director of theCompany w.e.f.
11 November, 2024 on recommendations received from the Nomination and Remuneration
Committee.
· Mrs. Binal Jenish Shah (DIN: 09371388) resignedfrom the post
of Non-Executive IndependentDirector w.e.f. closure of business hours on 11 November,
2024. Further, she has also con rmed in his resignation letter that there were no other
material reasons for her resignation other than those mentioned in her resignation letter.
· Mrs. Ishita Jindal (DIN: 10907315) was appointed as an
Additional Director categorized as Non-Executive Independent Director of the Companyw.e.f.
15 January, 2025 on recommendations received from the Nomination and Remuneration
Committee.
· The appointments of Mr. Gaurav Malhotra (DIN: 07351641) and
Mrs. Ishita Jindal (DIN: 10907315)have been regularized by the shareholders in theirExtra
Ordinary General Meeting held on 8 February, 2025.
After the closure of the financial year 2024-25, hefollowing Changes in
the directorships took place:
· The designation of Mr. Pranay Kumar Tayal (DIN: 10649067) was
changed from Non-Executive Independent Director to Non-Executive Non-Independent Director
of the Company by theBoard of Directors at their meeting held on 29 May, 2025, on
recommendations received from the Nomination and Remuneration Committee, pursuant to prior
approval received from the Reserve Bank of India.
· Mr. Ajay Kumar Tayal (DIN: 02884256) was appointed as an
Additional Director categorized asWhole-Time Director (Executive) of the Companyw.e.f. 29
May, 2025 on recommendations received from the Nomination and Remuneration Committee,
pursuant to prior approval received from the Reserve Bank of India and subject to the
approval of the members in the ensuing General Meeting of the Company.
· Mr. Vipin Bharadwaj (DIN: 08770666) was appointed as an
Additional Director categorized as as Non-Executive Independent Director of theCompany
w.e.f. 07 July, 2025 on recommendations received from the Nomination and Remuneration
Committee and subject to the approval of the members in the ensuing General Meeting of the
Company.
· Mr. Amit Kumar Chauhan (DIN: 09527510) was appointed as an
Additional Director categorized asNon-Executive Independent Director of theCompany w.e.f.
12 August, 2025 on recommendations received from the Nomination and Remuneration Committee
and subject to the approval of the members in the ensuing General Meeting of the Company.
Therefore, as on the date of this report, the Board consistsof the
following Directors:


  

    
S. No. Name
    
DIN
    
Designation
  
  

    
1. Mr. Vishal
    Abrol
    
06938389
    
Managing
    Director
  
  

    
2. Mr. Ajay
    Kumar Tayal
    
02884256
    
Whole-Time
    Director
  
  

    
3. Mr. Pranay
    Kumar Tayal
    
10649067
    
Non-Executive
    Non- Independent Director
  
  

    
4. Mr. Shubham
    Arora
    
08457037
    
Non-Executive
    Independent Director
  
  

    
5. Mr. Gaurav
    Malhotra
    
07351641
    
Non-Executive
    Independent Director
  
  

    
6. Mrs.Ishita
    Jindal
    
10907315
    
Non-Executive
    Independent Director
  
  

    
7. Mr. Vipin
    Bharadwaj
    
08770666
    
Non-Executive
    Independent Director
  
  

    
8. Mr. Amit
    Kumar Chauhan
    
09527510
    
Non-Executive
    Independent Director
  


CHANGES IN KEY MANAGERIAL PERSONNEL

There is no change in the Key Managerial Personnel of theCompany during
the financial year 2024-25.

(B) RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of theAct and the
Articles of Association of the Company , everyyear 1/3 of the Directors are required to
retire by rotationat the AGM of the Company.
In the Notice of 38 AGM of the Company, it has been has mentioned that
Mr. Vishal Abrol (DIN: 06938389), Managing Director of the Company shall be retiring by
rotation and being eligible, offers himself for re- appointment. 

(C) MEETING OF INDEPENDENT DIRECTORS

During the financial year 2024-25, a separate meeting ofthe independent
directors of the Company was held on 28 March, 2025 without the presence of the Executive
and Non-executive Non-Independent Directors, and the management team of the Company. 
The meeting was attended by all the independent directors and they,
inter alia, discussed and reviewed the matters prescribed under Schedule IV to the Act and
Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.

(D) DECLARATION OF INDEPENDENCE BY THEINDEPENDENT DIRECTORS AND
STATEMENT ONCOMPLIANCE OF CODE OF CONDUCT

A declaration from the Independent Directors (at the time of their
appointment) has been received by the Company confirming that he/she meets the criteria of
Independence in accordance with Section 149(6) of the Act read with Rule 5 of the
Companies (Appointment and Qualification of Directors) Rules, 2014 and Regulation 16(1)(b)
of SEBI(Listing Obligations and Disclosure Requirements)Regulations, 2015 ("SEBI
Listing Regulations"). Further, it is pertinent to note that the name of the
Independent Directors has been included in the Databank of Independent Directors as
prescribed under Rule 6(3) of the Companies (Appointment and Qualification of Directors)
Rules, 2014.
The Independent Directors have complied with the Code for Independent
Directors prescribed in Schedule IV to the Act.

(E) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for independent directors has also
been adopted by the Company. All new Independent Directors inducted to the Board are
presented with an overview of the Company's business operations, products, organization
structures and about the Board Constitutions and its procedures.
Framework for Familiarization Programme for the Independent Directors
and the details of Familiarization Programme imparted to Independent Directors are made
available on the website of the Company at :
h t t p s : / / v a n i c o m m e r c i a l s . c o m / w p
-content/uploads/2019/06/FRAMEWOK-FOR-FAMILIARIZATION-PROGRAM-FOR-INDEPENDENT-DIRECTORS.pdf

(F) KEY MANAGERIAL PERSONNEL OF THE COMPANY 

Pursuant to the provisions of Section 203 of the Act, the Key
Managerial Personnel of the Company as on the date of this report are Mr. Vishal Abrol,
Managing Director, Mr. Ajay Kumar Tayal, Whole-Time Director, Ms. Ishita Agarwal, Company
Secretary and Compliance Officer and Ms. Tejasvi, Chief Financial Officer.

(G) ATTRIBUTES, QUALIFICATIONS AND APPOINTMENT OF DIRECTORS


The Nomination and Remuneration Committee has adopted the attributes
and qualifications as provided in Section 149(6) of the Act and Rule 5 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014, in respect of Independent
Directors. The Committee has also adopted the same attributes and quali cations, to the
extent applicable, in respect of Non-Independent Directors. 
All the Non-Executive Directors of the Company fulfill the t and proper
criteria for appointment as Directors. Further, all Directors of the Company, other than
Independent Directors, are liable to retire by rotation. One-third of the Directors who
are liable to retire by rotation, retire every year and are eligible for re-election.

(H) REMUNERATION POLICY

The Board, on the recommendation of the Nomination and Remuneration
Committee, approved the Remuneration Policy for the Directors, Key Managerial Personnel
and other employees of the Company , a copy of which is enclosed as ANNEXURE-I to
this Report. 

(I) BOARD EVALUATION 


The Board carried out formal annual evaluation of its own performance
and that of the individual Directors as also functioning of the Board Committees pursuant
to the provisions of Companies Act, 2013, SEBI ((Listing Obligations and Disclosures
Requirements) Regulations, 2015 and the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India on January 5, 2017, as required in terms of Section
134 (3) (p) of the Act. The performance evaluation of the Board, its committees and
individual Directors was based on criteria approved by the Nomination and Remuneration
Committee. The Directors expressed their satisfaction with the overall evaluation process.
In the separate meeting of Independent directors, performance of
non-independent directors, the Chairman of the Board and the board as a whole was
evaluated, taking into account the views of executive directors and non-executive
directors.

6 . NUMBER OF BOARD MEETINGS


During the year ended 31 March, 2025, 7 (Seven) meetings of theBoard
were held on 28 May, 2024*, 30 May, 2024, 10 August,2024, 30 August, 2024, 11 November,
2024, 15 January, 2025and 12 February, 2025.
*The meeting held on 28 May, 2024 was adjourned due to non-
availability of the Audited Financial Results of the Company and theadjourned meeting was
held on 30 May, 2024 and the agenda items to be discussed in the original meeting were
taken up for discussion.

7. BOARD COMMITTEES AND MEETINGS


Presently, the Company has 3 (Three) Board Committees with the
following members:


  

    
Audit
    Committee
    
Mr.
    ShubhamArora
    
Chairman
  
  

    

    
Mr. Pranay
    Kumar Tayal
    
Member
  
  

    

    
Mr. Gaurav
    Malhotra
    
Member
  
  

    
Nomination and
    Remuneration Committee
    
Mr. Shubham
    Arora
    
Chairman
  
  

    

    
Mr. Pranay
    Kumar Tayal
    
Member
  
  

    

    
Mr. Gaurav
    Malhotra
    
Member
  
  

    
Stakeholders
    Relationship Committee
    
Mr. Shubham
    Arora
    
Chairman
  
  

    

    
Mr. Pranay
    Kumar Tayal
    
Member
  
  

    

    
Mr. Gaurav
    Malhotra
    
Member
  


CHANGES IN AUDIT COMMITTEE DURING THE FINANCIALYEAR:

During the year financial year 2024-25, Mr. Pranay Kumar Tayalwas
appointed as Chairman of the Audit Committee w.e.f. 30 May,2024.
However, pursuant to change in designation of Mr. Pranay KumarTayal
from Non-Executive Independent Director to Non-ExecutiveNon- Independent Director w.e.f.
29 May, 2025, Mr. ShubhamArora was designated as Chairman of the Audit Committee and Mr.
Pranay Kumar Tayal designated as member of the committee in theboard meeting held on 29
May, 2025.
In the board meeting held on 29 May, 2025 has re-constituted the
committee and Mr. Vishal Abrol was replaced by Mr. Gaurav Malholtra w.e.f. 29th May, 2025.

THE DETAILS OF THE AUDIT COMMITTEE MEETING HELD DURING THE YEAR ARE AS
FOLLOWS:

During the year ended 31 March, 2025, 6 (Six) meetings of the Committee
were held on 28 May, 2024*, 30 May, 2024, 10 August, 2024, 30 August, 2024, 11 November,
2024 and 12 February, 2025.
*It is pertinent to note that the meeting of Audit Committee was
scheduled to be held on 28 May, 2024 however, due to Non- Availability of Audited
Financial statements and results, them meeting was adjourned to 30 May, 2024 and was duly
convened and conducted.

CHANGES IN NOMINATION AND REMUNERATION COMMITTEE DURING THE FINANCIAL
YEAR:

During the Financial year 2024-25, there were no changes in the
composition of Nomination and Remuneration Committee. However, Mr. Vishal Abrol stepped
down from the position of member of the Committee and Mr. Gaurav Malhotra, Non- Executive
Independent Director was appointed as member of the Committee w.e.f. 29 May, 2025 thereby
complying with the provision of Regulation 18 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 i.e. 2/3 of the total number of members of the
Nomination and Remuneration Committee shall be independent.

THE DETAILS OF THE NOMINATION AND REMUNERATION COMMITTEE MEETING HELD
DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31 March, 2025, 5 ( ve) meetings of the
Nomination and Remuneration Committee were held which are as follows: 30 May, 2024, 10
August, 2024, 30 August, 2024, 11 November, 2024 and 15 January, 2025 and was duly
convened and conducted.

CHANGES IN STAKEHOLDERS RELATIONSHIP COMMITTEE DURING THE FINANCIAL
YEAR:

During the Financial year 2024-25, there were no changes in the
composition of Stakeholders Relationship Committee.

THE DETAILS OF THE STAKEHOLDERS RELATIONSHIP COMMITTEE MEETING HELD
DURING THE YEAR ARE AS FOLLOWS:

During the year ended 31 March, 2025, 4 (four) meetings of
Stakeholder's Relationship Committee were held which are as follows: 30 May, 2024, 10
August, 2024, 11 November, 2024 and 12 February, 2025.

DETAILS OF BOARD MEETINGS HELD DURING THE FY 2024-
25


  

    
S. No. Date
    of Meeting
    
Type of
    Meeting
    
Total Number
    of directors associated as on the date of meeting
    
Number of
    directors attended
    
% of
    attendance
  
  

    
1. 28 May,
    2024
    
BM
    
3
    
1
    
33
  
  

    
2. 30 May,
    2024
    
BM
    
4
    
4
    
100
  
  

    
3. 10 August,
    2024
    
BM
    
4
    
4
    
100
  
  

    
4. 30 August,
    2024
    
BM
    
4
    
4
    
100
  
  

    
5. 11
    November, 2024
    
BM
    
5
    
5
    
100
  
  

    
6. 15 January,
    2025
    
BM
    
5
    
5
    
100
  
  

    
7. 12
    February, 2025
    
BM
    
5
    
5
    
100
  


DETAILS OF COMMITTEE MEETINGS HELD DURING THE FY 2024-25


  

    
S. No.
    
Date of
    Meeting
    
Type of
    Meeting
    
Total Number
    of Members entitled to attend Committee meeting
    
Number of
    directors Attended
    
% of
    attendance
  
  

    
1.
    
28 May, 2024
    
AC
    
2
    
1
    
50
  
  

    
1.
    
30th May, 2024
    
AC
    
3
    
3
    
100
  
  

    
2.
    
10th August,
    2024
    
AC
    
3
    
3
    
100
  
  

    
3.
    
30th August,
    2024
    
AC
    
3
    
3
    
100
  
  

    
4.
    
11th November,
    2024
    
AC
    
3
    
3
    
100
  
  

    
5.
    
12th February,
    2025
    
AC
    
3
    
3
    
100
  
  

    
6.
    
30 May, 2024
    
NRC
    
3
    
3
    
100
  
  

    
7.
    
10 August,
    2024
    
NRC
    
3
    
3
    
100
  
  

    
8.
    
30 August,
    2024
    
NRC
    
3
    
3
    
100
  
  

    
9.
    
11 November,
    2024
    
NRC
    
3
    
3
    
100
  
  

    
10.
    
15 January,
    2025
    
NRC
    
3
    
3
    
100
  
  

    
11.
    
30 May, 2024
    
SRC
    
3
    
3
    
100
  
  

    
12.
    
10th August,
    2024
    
SRC
    
3
    
3
    
100
  
  

    
13.
    
11 November,
    2024
    
SRC
    
3
    
3
    
100
  
  

    
14.
    
12th February,
    2025
    
SRC
    
3
    
3
    
100
  


8. DIRECTORS' RESPONSIBILITY STATEMENT


As required under Section 134(5) of the Act, your Board of Directors
to the best of their knowledge and ability con rm that: -
i) in the preparation of the Annual Accounts, the applicable Accounting
Standards had been followed with proper explanation relating to material departures, if
any;
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 a airs of the Company at the end of the
financial year and of the profit and 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 your 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 were operating
effectively; vi) proper systems have been devised to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.

9. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES SILVERLINK
FINTECH PRIVATE LIMITED ceased to be thesubsidiary of the Company w.e.f. 12 February,
2025. Further, therewas no associate or joint venture Company(s) during the
reportingperiod. Hence, 'Form AOC 1' is applicable for the financial yearended 31 March,
2025. The salient feature of the nancials of thesubsidiary Company are attached herewith
and marked as

ANNEXURE-II.
10. LISTING INFORMATION

The Equity Shares of the Company are presently listed only at
BSELimited and listing fee for the financial year 2025-26 has been dulypaid. 

11. DEMATERIALIZATION OF SHARES

The securities of the Company are admitted with NSDL andCDSL, the ISIN
allotted to the Company is INE661Q01017. 

12 . DETAILS OF INVESTOR'S GRIEVANCES/ COMPLAINTS


No Investor complaints were received and resolved during the year. The
pending complaints of the Shareholders/Investors registered stwith SEBI at the end of the
current financial year ended on 31 March, 2025 are NIL.
There were no pending requests for share transfer/dematerialization of
shares as of 31 March, 2025.

13. REPORT ON CORPORATE GOVERNANCE

The provision of Regulation 27 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is applicable to Company, thus the Corporate
Governance Report, enclosed as ANNEXURE- III forms part of this Report.

14. CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2024-25, the Net Worth, Turnover and the Net
Pro t of the Company were below prescribed limit therefore provisions of Section 135(1) of
the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 are not applicable.

15. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company provides a gender friendly workplace. During the year under
review, there were no cases led pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
The Company has complied with provisions relating to the constitution
of Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

Disclosure on remuneration pursuant to Section 197 of the Companies
Act, 2013 read with Rule 5 (1) of the Companies (Appointment & Remuneration of
Managerial Personnel) Rules, 2014

There are no employees drawing remuneration in excess of the limits set
out in the said Rules during the financial year. Disclosures pertaining to remuneration
and other details as required under Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are as follows:
· The Ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year 2024-25:


  

    
S. No.
    
Name
    
Designation
    
Ratio
  
  

    
1
    
Mr. Vishal
    Abrol
    
Managing
    Director
    
4.4
  
  

    
2
    
Mrs. Binal
    Jenish Shah
    
Whole-Time
    Director*
    
0.40
  
  

    
3
    
Mr. Pranay
    Kumar Tayal
    
Independent
    Director
    
NIL
  
  

    
4
    
Mr. Shubham
    Arora
    
Independent
    Director
    
NIL
  
  

    
5
    
Mr. Gaurav
    Malhotra
    
Independent
    Director
    
NIL
  
  

    
6
    
Mrs. Ishita
    Jindal
    
Independent
    Director
    
NIL
  
  

    
7
    
Ms. Tejasvi
    
Chief
    Financial Officer
    
NIL
  
  

    
8
    
Ms. Ishita
    Agarwal
    
Company
    Secretary
    
1
  


* The designation of Mrs. Binal Jenish Shah was changedfrom
Executive Director to Non-Executive Non-Indepdent Director of the Company w.e.f. 10
August, 2024 and wasapproved by the members at the 37 Annual Generalmeeting of the Company
held on 27 September, 2024. 

Percentage increase in remuneration of each Director, Chief Financial
Officer, Chief Executive Director and Company Secretary or Manager in the financial year
2024-25:
· There was no increase in Median remuneration of employees
in financial year 2024-25.

Number of permanent employees on roll of the Company as on31 March,
2025: 14 (Fourteen) Average percentile increase already made in the salaries of
employees other than the Managerial Personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justi cation
thereof:


During financial year 2024-25, the Company was not in a position to
provide even nominal increase in remuneration for Non-Managerial Personnel of the Company
.

The Company a rms that the remuneration is as per theRemuneration
Policy of the Company.
16. MAINTENANCE OF COST RECORDS AS SPECIFIED UNDERSECTION 148 OF THE
COMPANIES ACT, 2013

The provisions of maintenance of cost records as specified under
sub-Section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company
and accordingly accounts and records are not maintained as per the provisions of this
Section.

17. RISK MANAGEMENT

The Board has approved the Risk Management Policy of the Company. The
Company's risk management framework is designed to address risks intrinsic to operations,
nancials and compliances arising out of the overall strategy of the Company. The Company
manages monitors and reports on the principal risks and uncertainties that can impact its
ability to achieve its objectives. The responsibility for management of risks vests with
the Managers/ o cers responsible for the day-to-day conduct of the a airs of the Company
which lead to identi cation of areas where risk management processes need to be
strengthened. Annual update is provided to the Board on the effectiveness of the Company's
risk management systems and policies.
In line with the regulatory requirements applicable to
Non-BankingFinancial Companies (NBFCs) under the RBI's Scale-BasedRegulation (SBR)
framework, the Company has constituted a RiskManagement Committee (RMC) on 2 September
2024.
Presently, Risk Management Committee comprises the followingmembers:


  

    
Name
    
Designation
  
  

    
Mr. Pranay
    Kumar Tayal
    
Chairman
  
  

    
Mr. Shubham
    Arora
    
Member
  
  

    
Mr. Vishal
    Abrol
    
Member
  


18 TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND


Since, there was no unpaid/unclaimed Dividend declared and paid last
year, the provisions of Section 125 of the Companies Act, 2013 do not apply.

19. CLASSES OF SHARES

As on date, the Company has only one class of share capital i.e. Equity
Shares of Rs.10/- (Rupees Ten Only) each.

20. INTERNAL FINANCIAL CONTROLS AND INTERNAL AUDIT

The Company has adequate internal financial controls with respect to
the financial statements, commensurate with the size and scale of the operations of the
Company. During the year such controls were tested and no reportable material weakness in
operation has been observed. Internal audit of the Company has been carried out during the
year. The Audit Committee reviews the internal audit ndings, provides guidance on internal
controls and ensures that the internal audit recommendations are implemented.

21. PARTICULARS OF LOANS, GUARANTEES ANDINVESTMENTS

The Company is a Non-Deposit Accepting Non-Banking Finance Company,
registered with the Reserve Bank of India, thus the provisions of the Section 186 of the
Companies Act, 2013 do not apply to the Company. 

22. RELATED PARTY TRANSACTIONS

During the year ended 31 March, 2025, the Company has not entered into
any Related Party Transactions. Hence, the Form AOC-2 is Not Required to be
attached with the report.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board is available on the website of
the Company at weblink: h t t p s : / / v a n i c o m m e r c i a l s . c o m / w p
-content/uploads/2023/02/VANI_RPT-POLICY_2024.pdf

23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS/ COURTS / TRIBUNALS

During the year under review, no significant and material orders passed
by the regulators/ courts / tribunals.

24. SUMS DUE TO MICRO, SMALL & MEDIUM ENTERPRISES

No amount for payment towards principal and interest was pendingtowards
Micro, Small and Medium Enterprises as on 31 March,2025.

25. STATUTORY AUDITORS AND AUDIT REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013
read with Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s
MKRJ & Co., CharteredAccountants, were re-appointed as Statutory Auditors of
theCompany from the conclusion of the 35 Annual General Meetingheld on 9 July, 2022 till
the conclusion of the AGM of the Companyto be held in 2027.
The comments made by the Auditors in their Report are self explanatory
and do not call for any further comments. The Auditors' Report does not contain any quali
cation, reservation or adverse remark.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review,
as stipulated under Regulation 34(2) read with Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is enclosed herewith and marked as ANNEXURE-IV
forming a part of the Annual Report.

27. CONSERVATION OF ENERGY
Steps taken on conservation of energy and impact thereof:

Efforts to conserve electricity by operating only necessary
lights,fittings and xtures were made during the financial year 2024-25.

Steps taken by the Company for utilizing alternate sources ofenergy:
NIL

Capital investment on energy conservation equipment: NIL

28. TECHNOLOGY ABSORPTION:

(I) E orts, in brief, made towards technology absorption and benefits
derived as a result of the above efforts, e.g. product improvement, cost reduction,
product development, import substitution, etc: NIL


(II) No technology was/were imported during the last 3
yearsreckoned from the beginning of the Financial year. 
(III) Expenditure incurred on research and development NIL

29. FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings or out flow during the
financial year. 

30. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013, the Company has
appointed M/s Prachi Bansal & Associates, Company Secretaries (M.No: A43355 and CoP:
23670) as the Secretarial Auditor of the Company for the Financial Year 2024-25. The
Secretarial Audit Report given by M/s Prachi Bansal & Associates, Company Secretaries
is provided under ANNEXURE- V to this Report.
The comments made by the Secretarial Auditor are self explanatory and
do not require and further comments. The Secretarial Audit Report does not contain any
quali cation, reservation or adverse remark.

31. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors states that the Company has complied withthe
provisions of the applicable Secretarial standards issued by theInstitute of Company
Secretaries of India, as amended from timeto time.

32. EXTRACTS OF ANNUAL RETURN

The Annual Return of the Company for the financial year ended 31
March,2024 is available on the website of the Company which can be accessed by clicking
on: https://vanicommercials.com/https-www-vanicommercials-com-page_id11/

33. ESTABLISHMENT OF VIGIL MECHANISM

The Vigil Mechanism Policy of the Company is formulated in terms of
Section 177 (9) of the Companies Act, 2013 read with the provisions of the Listing
Agreement with the Stock Exchange(s) and thereby also incorporates Whistle Blower Policy.
That as per the said policy protected disclosures can be made by the Whistle Blower to the
dedicated e-mail / telephone line/ letter to Chairman of Audit Committee.
The Policy on Vigil Mechanism and Whistle Blower Policy as approved by
the Board is available on the website of the Company at web link:
https://vanicommercials.com/wp-content/uploads/2023/02/WHISTLE-BLOWER-POLICY_AMENDED.pdf

34. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate in securities by the Directors and designated employees of
the Company. The Code requires pre-clearance for dealing in the Company's shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code.
All Board of Directors and the designated employees havecon rmed
compliance with the code.

35. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the Company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings/ behaviours of any form and the Board
has laid down the directives to counter such acts. The code laid down by the Board is
known as "code of business conduct" which forms an Appendix to the Code. A
declaration signed by the Company's Managing Director for the Compliance of these
requirements is furnished in ANNEXURE- VI forming part of the Annual Report.

36. MANAGING DIRECTOR AND CFO CERTIFICATION:

The Managing Director and/or CFO of the Company are required to give an
Annual Certificate on compliance with Financial Reporting and internal controls to the
board in terms of Regulation 17(8) of SEBI (LODR) Regulations, 2015 and Certificate on
Financial Results while placing the Annual financial results before the board in terms of
Regulation 33 of SEBI (LODR) Regulations, 2015 of and same is published in this report as ANNEXURE-VII

37. INDUSTRIAL RELATIONS:

During the year under review, your Company enjoyed cordialrelationship
with employees at all level.

38. FRAUD REPORTED UNDER SECTION 143 OF THECOMPANIES ACT, 2013

No frauds were reported under Section 143(12) of the CompaniesAct, 2013
during the financial year 2024-25.

39. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:- a. Issue of equity shares and differential rights as to
dividend,voting or otherwise.
b. Issue of Shares (including sweat equity shares) toemployees of the
Company under any scheme.
c. The company has not issued any Employee Stock Option.
d. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.

40. CORPORATE INSOLVENCY RESOLUTION PROCESSINITIATED UNDER THE
INSOLVENCY AND BANKRUPTCYCODE, 2016 (IBC):

No CIRP process is initiated against the Company under IBC 2016.

41. DISCLOSURE UNDER SECTION 22 OF THE SEXUALHARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION,PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance towards any action on the part of any
executive which may fall under the ambit of 'Sexual Harassment' at workplace and is fully
committed to uphold and maintain the dignity of every woman executive working in your
Company. The Sexual Harassment Policy provides for protection against sexual harassment of
women at workplace and for prevention and redressal of such complaints.
During the year under review, there were no complaints pending as on
the beginning of the financial year and no new complaints were led during the financial
year under review. The following is a summary of complaints received and resolved during
the reporting period:


  

    
Received
    
Disposed-O 
    
Pending
  
  

    
Nil
    
Nil
    
Nil
  


42. COMPLIANCE UNDER RBI MASTER DIRECTIONS

As a Non-Banking Financial Company (NBFC), the Company has complied
with all applicable provisions under the RBI Master Directions and guidelines, including
fair practices, KYC, and credit risk regulations.

43. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE
TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, No such one-time settlement was done with
Banks or financial institutions

44. MATERNITY BENEFIT AFFIRMATIONS UNDER THE MATERNITY BENEFIT ACT,
1961

The Company has complied with the provision of Maternity Benefits Act,
1961 including all applicable amendments and rules framed thereunder. The company is
committed to ensuring a safe, inclusive and supportive workplace for women employees. All
eligible women employees are provided with maternity benefits as prescribed under the
Maternity Benefits Act, 1961 including paid maternity leave, nursing breaks, and
protection from dismissal during maternity leave.
The company also ensures that no discrimination is made in recruitment
or service conditions on the grounds of maternity. Necessary internal systems and HR
policies are in place to uphold the spirit and letter of the legislation.

45. GENDER WISE COMPOSITION OF EMPLOYEES 

In alignment with the provisions of diversity, equity and inclusion
(DEI), the company discloses below the gender composition of its workplace as on 31 March,
2025:

Male Employees: 13 (Thirteen) Female Employees: 1 (One) Transgender
Employees: None


This disclosure reinforces the Company's efforts to promote an
inclusive culture and equal opportunity for all individual, regardless of gender.

46. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the
assistance and corporation received from the financial institutions, banks, Government
authorities, customers, vendors and members during the year under review. Your directors
also wish to place on record their deep sense of appreciation for the committed services
by the Company's executives, sta and workers.


  

    
For and on
    behalf of Board of Directors
    

    

  
  

    
For Vani
    Commercials Limited
    

    

  
  

    

    
Sd/-
    
Sd/-
  
  

    

    
Vishal
    Abrol
    
Pranay
    Kumar Tayal
  
  

    

    
Managing
    Director
    
Director
  
  

    
Date: 12 August, 2025
    
DIN:06938389
    
DIN: 10649067
  
  

    
Place: New
    Delhi
    

    

  
  

    
Vani
    Commercials Limited
    

    

  
  

    
Regd. O .:
    201, 2nd oor, BMC House,
    

    

  
  

    
N Block,
    Near Maruti Suzuki Arena,
    

    

  
  

    
Connaught
    Place, Delhi -110001
    

    

  
  

    
CIN:
    L74899DL1988PLC106425
    

    

  
  

    
Email ID: info@vanicommercials.com